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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended:
    
    Commission file number:December 31, 2006
    
    1-12733
 
 Tower Automotive, Inc.
 (Exact name of Registrant as specified in its charter)
 Delaware(State of Incorporation)
    
    41-1746238(I.R.S. Employer Identification No.)27175 Haggerty Road 
Novi, Michigan(Address of Principal Executive Offices)
    
    48377(Zip Code)
 Registrants telephone number, including area code:
(248) 675-6000
 None  (Former Name or Former Address, if Changed Since Last Report)
 
 Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.01 per share
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
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  o o þ
 o þ




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##### 



TOWER AUTOMOTIVE, INC.
 ANNUAL REPORT ON FORM 10-K
 TABLE OF CONTENTS
 PagePART IItem 1.
    
    Business
    
    
    1Item 1A.
    
    Risk Factors
    
    
    12Item 1B.
    
    Unresolved Staff Comments
    
    
    15Item 2.
    
    Properties
    
    
    16Item 3.
    
    Legal Proceedings
    
    
    17Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    17PART IIItem 5.
    
    Market for Registrants Common Equity and Related Stockholder
Matters
    
    
    18Item 6.
    
    Selected Financial Data
    
    
    19Item 7.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    22Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    34Item 8.
    
    Financial Statements and Supplementary Data
    
    
    35Item 9.
    
    Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
    
    
    92Item 9A.
    
    Controls and Procedures
    
    
    92Item 9B.
    
    Other Information
    
    
    93PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    93Item 11.
    
    Executive Compensation
    
    
    97Item 12.
    
    Security Ownership of Certain Beneficial Owners and
Management and Related
Stockholder Matters
    
    
    109Item 13.
    
    Certain Relationships and Related Transactions
    
    
    110Item 14.
    
    Principal Accountant Fees and Services
    
    
    110PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    111SignaturesCertification of Chief Executive Officer Pursuant to Rules 13a-15(e) and 15d-15(e)Certification of Chief Financial Officer Pursuant to Rules 13a-15(e) and 15d-15(e)Certification Pursuant to Section 906Statement of Computation of Ratio of Earnings to Fixed ChargesList of SubsidiariesConsentConsentCertificationCertificationCertificationCertification




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PART I
 
 Item 1. Business
   Proceedings under Chapter 11 and Administration of the Bankruptcy Code
    1




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DIP Financing
    Going Concern
  Overview of the Company
   www.towerautomotive.com
 2




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##### Table of Contents



Financial information about segments
  Business and operating strategy
      §
    
    On January 4, 2006, the Company filed a motion in Bankruptcy Court asking the Court to
modify its post-retirement medical benefits and to reject its collective bargaining
agreements. In March and April 2006, the Company announced that it had reached an
agreement in principal with its Milwaukee unions on a variety of issues including
postretirement medical benefits and the Company announced it had reached an agreement in
principle with its salaried retirees on a variety of issues including postretirement
medical benefits.§
    
    In February 2006, the Company announced that it would begin discussions with the union
to close its Greenville, MI facility and to move the work to other facilities in the U.S.
The Company closed this facility in November 2006.§
    
    In May 2006, the Company announced its intention to enter into decision bargaining with
the union to downsize its Bluffton, OH facility and move work to other facilities in the
U.S.
 3




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§
    
    On June 26, 2006, the Company announced that it would phase out production at its
Toronto, Ontario aluminum foundry and mini-mill on August 31, 2006.§
    
    In August 2006, the Company announced the ratification of revised collective bargaining
agreements with the United Auto Workers union and the United Steelworkers union covering
hourly employees at the Companys Bluffton, OH and Elkton, Michigan facilities, as well as
a contract extension and severance agreement at the Companys Clinton, Michigan and Milan,
Tennessee facilities, respectively. The tentative agreement announced on July 19, 2006
covered hourly employees at nine of the Companys North American facilities, but was
subsequently modified to govern only the four facilities that ratified the agreement in
August. The U.S. Bankruptcy Court overseeing the Companys Chapter 11 case approved the
agreement.§
    
    On September 14, 2006, the Company announced that production from its Upper Sandusky,
Ohio plant would be consolidated into other Tower facilities in North America as part of
its ongoing restructuring plan.§
    
    On November 9, 2006, the Company announced that production from its Kendallville,
Indiana plant would be consolidated into other Tower facilities in North America.§
    
    On December 22, 2006, the Company and Tower Automotive Lansing, LLC completed the sale
of the Lansing, Michigan facility and related assets to a designee of General Motors in
accordance with the Order of the Bankruptcy Court dated August 10, 2005.
  Growth Strategy
  §
    
    Strong customer relationships with key domestic and foreign OEMs;§
    
    Broad technical capabilities in vehicle structures;§
    
    Scale position as one of the largest independent suppliers of automotive structural
components and assemblies; and§
    
    Global engineering and manufacturing presence including two established facilities in
China.
  Industry Trends
   §
    
    Continuation of Trend to Larger, More Capable Suppliers.In order to lower costs and
improve quality, OEMs have continued to reduce their supply bases by awarding sole-source
contracts to suppliers who are able to supply greater vehicle content through complex
subassemblies. OEMs criteria for supplier selection not only include cost, quality and
responsiveness, but also design engineering and program management capabilities. As a
result, the automotive supply industry has undergone significant
 4




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consolidation. Furthermore, a number of suppliers have experienced financial difficulties.
These factors have combined to provide an opportunity for further organic growth by
obtaining business from smaller or troubled suppliers through providing the scale and broad
capabilities that OEMs require.
 §
    
    OEM Shakeout.The recent acquisition and consolidation activity among select OEMs has
not led to the disadvantage of the smaller OEMs in the industry as certain industry experts
previously predicted. Rather, smaller OEMs such as Peugeot, Honda, Hyundai/Kia, BMW and
the emerging Chinese automakers have strengthened their position in the industry, while
some of the larger OEMs have struggled to successfully integrate acquisitions and manage
legacy costs. The Companys global capabilities have allowed it to continue to serve as a
valued supplier to those smaller but growing producers.§
    
    General Assemblies.OEMs are increasingly seeking suppliers capable of providing larger
structural assemblies. By outsourcing larger structural assemblies, OEMs are able to
reduce the costs associated with the design and integration of various components, and
improve quality by enabling their suppliers to assemble and test major portions of the
vehicle prior to production. It also allows the OEM to avoid the cost of upgrading
internal body shops and frees up space for growth or alternative assembly. Tower
Automotive has capitalized on the complex assembly sourcing trend among OEMs by offering
customers high value-added supply capabilities through a focus on the production of
assemblies consisting of multiple component parts that are welded or otherwise fastened
together by the Company.§
    
    Growth in Emerging Markets.Countries such as China, Korea, Thailand, India and Brazil,
and regions such as Eastern Europe, are expected to experience significant growth in
vehicle demand and production volumes over the next ten years. In order to best meet these
OEM supply requirements, the Company is well-positioned with more than 10 manufacturing
facilities, in key emerging markets including Poland, Slovakia, Brazil, Korea, China and a
technical center in India.
 Products
  Body structures and assemblies
  Complex body-in-white assemblies
  Lower vehicle frames and structures
  Chassis modules and systems
  5




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Suspension components
  Other
   Years EndedDecember 31,Product Category
    
    2006
    
    2005
    
    2004Body structures and assemblies
    
    
    59
    %
    
    
    51
    %
    
    
    44
    %Complex body-in-white assemblies
    
    
    13
    
    
    
    13
    
    
    
    8Lower vehicle frames and structures
    
    
    20
    
    
    
    27
    
    
    
    31Chassis modules and systems
    
    
    2
    
    
    
    2
    
    
    
    6Suspension components
    
    
    5
    
    
    
    6
    
    
    
    9Other
    
    
    1
    
    
    
    1
    
    
    
    2Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Market and Customer Overview
    Years EndedDecember 31,Customer
    
    2006
    
    2005
    
    2004Ford Motor Company
    
    
    28
    %
    
    
    33
    %
    
    
    38
    %Hyundai/Kia
    
    
    13
    
    
    
    12
    
    
    
    11Renault/Nissan
    
    
    11
    
    
    
    12
    
    
    
    6DaimlerChrysler
    
    
    10
    
    
    
    12
    
    
    
    16Volkswagen Group
    
    
    9
    
    
    
    8
    
    
    
    8Fiat
    
    
    6
    
    
    
    5
    
    
    
    4Toyota
    
    
    6
    
    
    
    5
    
    
    
    4BMW
    
    
    4
    
    
    
    3
    
    
    
    2GM
    
    
    3
    
    
    
    3
    
    
    
    3Honda
    
    
    2
    
    
    
    1
    
    
    
    2Other
    
    
    8
    
    
    
    6
    
    
    
    6Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 6




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Years EndedDecember 31,Geographic Category
    
    2006
    
    2005
    
    2004North America
    
    
    46
    %
    
    
    61
    %
    
    
    66
    %Europe
    
    
    32
    
    
    
    23
    
    
    
    20Asia
    
    
    17
    
    
    
    13
    
    
    
    12South America
    
    
    5
    
    
    
    3
    
    
    
    2Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 7




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Models
    
    Product SegmentNorth AmericaFord
    
    § Five Hundred / Freestyle / Montego
    
     Complex Assembly§ Econoline
    
     Frame AssemblyDaimlerChrysler
    
    § Dakota
    
     Frame AssemblyNissan
    
    § Frontier / Xterra / Pathfinder
    
     Frame Assembly & Body Structures§ Titan / Armada / Qx56
    
     Frame AssemblyEuropeVolvo
    
    § S40 / V50 / C30
    
     Complex AssemblyVW
    
    § Cayenne / Touareg / Porsche
    
     Body Structures & AssemblyBMW
    
    § 1 / 3 Series
    
     Body StructuresAsiaHyundai
    
    § Carnival
    
     Body Structures§ Sorento
    
     Body Structures & Frame Assembly
    Design, Development and Engineering Support
   Manufacturing
   8




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Competition
   Suppliers and Raw Materials
  9




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Colleagues
   Patents and Trademarks
   10




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Backlog
  Seasonality
  Environmental Matters
    11




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1A. Risk Factors.
 The general economic and/or business conditions affecting the automotive industry may adversely
impact the Company.
  The Company is dependent on the success of key customer platforms.
  The Company may be adversely impacted by the inability to achieve needed cost reductions.
   Prolonged continuation of the Chapter 11 Cases may harm the Companys businesses.
  12




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The Company may not be able to obtain confirmation of its Chapter 11 plan.
   The Company is subject to certain risks associated with its foreign operations.
  
    
    Difficulty in enforcing agreements and collecting receivables through certain foreign legal systems;
    
    Foreign customers may have longer payment cycles than customers in the United States;
    
    Tax rates in certain foreign countries may exceed those in the United States, and
foreign earnings may be subject to withholding requirements or the imposition of tariffs,
exchange controls, or other restrictions;
    
    General economic and political conditions in countries where the Company operates may
have an adverse affect on operations in those countries.
  The Companys business may be disrupted by work stoppages and other labor matters.
   13




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The Companys ability to obtain new program awards.
   Currency exchange rate fluctuations could have an adverse effect on revenues and financial results.
  14




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The Company may incur material losses as a result of product liability and warranty and recall
claims.
    
 1B. Unresolved Staff Comments.
  15




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Item 2. Properties.
  Square
    
    
    Type ofFootage
    
    
    Interest
    
    Description of UseNorth American LocationsElkton, Michigan
    
    
    1,100,000
    
    
    Owned
    
    ManufacturingMilan, Tennessee
    
    
    531,000
    (4)
    
    Leased
    
    ManufacturingChicago, Illinois
    
    
    480,000
    
    
    Leased
    
    ManufacturingGranite City, Illinois
    
    
    458,000
    (4)
    
    Leased
    
    ManufacturingClinton Township, Michigan
    
    
    385,000
    
    
    Leased
    
    ManufacturingToronto, Ontario
    
    
    329,400
    (4)
    
    Owned
    
    ManufacturingBardstown, Kentucky
    
    
    300,000
    
    
    Leased
    
    ManufacturingPlymouth, Michigan
    
    
    294,000
    
    
    Leased
    
    ManufacturingSmyrna, Tennessee
    
    
    254,000
    
    
    Leased
    
    ManufacturingBluffton, Ohio
    
    
    218,000
    
    
    Leased
    
    ManufacturingBellevue, Ohio
    
    
    200,000
    
    
    Owned
    
    ManufacturingMadison, Mississippi
    
    
    200,000
    
    
    Leased
    
    ManufacturingTraverse City, Michigan
    
    
    170,000
    
    
    Owned
    
    ManufacturingGreenville, Michigan
    
    
    156,000
    (4)
    
    Owned
    
    ManufacturingAuburn, Indiana
    
    
    132,000
    
    
    Leased
    
    ManufacturingKendallville, Indiana
    
    
    131,000
    (4)
    
    Leased
    
    ManufacturingNovi, Michigan
    
    
    113,500
    
    
    Leased
    
    Corporate Office/Technical CenterUpper Sandusky, Ohio
    
    
    56,000
    (4)
    
    Leased
    
    ManufacturingGrand Rapids, Michigan
    
    
    13,600
    
    
    Leased
    
    OfficeMeridian, Mississippi
    
    
    394,000
    
    
    Leased
    
    ManufacturingInternational LocationsCaserta, Italy (2 locations)
    
    
    751,000
    
    
    Owned
    
    ManufacturingTurin, Italy
    
    
    455,000
    
    
    Owned
    
    Manufacturing/OfficeWuhu, Anhui Province, China
    
    
    455,000
    
    
    (2)
    
    Manufacturing /OfficeMalacky, Slovakia
    
    
    453,600
    
    
    Owned
    
    ManufacturingZwickau, Germany
    
    
    409,000
    
    
    Owned
    
    ManufacturingGent, Belgium
    
    
    376,000
    
    
    Leased
    
    ManufacturingHwaseong-si, Gyeonggi-do, Korea
    
    
    223,000
    
    
    Owned
    
    ManufacturingSao Paolo, Brazil
    
    
    193,000
    
    
    Owned
    
    Manufacturing/OfficeMelfi, Italy
    
    
    190,900
    
    
    Owned
    
    ManufacturingChangchun, China
    
    
    179,200
    
    
    (1)
    
    ManufacturingDuisburg, Germany
    
    
    125,900
    
    
    Leased
    
    ManufacturingKwangju Metropolitan City,Pyeongdong, Korea
    
    
    121,000
    
    
    (3)
    
    ManufacturingBergisch-Gladbach, Germany
    
    
    102,000
    
    
    Owned
    
    Manufacturing/Technical CenterShiheung-si, Gyeonggi-do, Korea
    
    
    100,000
    
    
    Owned
    
    ManufacturingAnsan-si, Gyeonggi-do, Korea
    
    
    70,000
    
    
    Owned
    
    ManufacturingMinas Gerais, Brazil
    
    
    59,000
    
    
    Owned
    
    ManufacturingBuchholz, Germany
    
    
    54,000
    
    
    Owned
    
    ManufacturingOpole, Poland
    
    
    54,000
    
    
    Owned
    
    ManufacturingYeongcheon-si, Korea
    
    
    50,000
    
    
    Owned
    
    ManufacturingUlsan Metropolitan City, Korea
    
    
    44,000
    
    
    Owned
    
    ManufacturingGunpo-si, Gyeonggi-do, Korea
    
    
    36,000
    
    
    Owned
    
    Office/Technical CenterHyderabad, India
    
    
    2,800
    
    
    Leased
    
    Engineering/DesignYokohama, Japan
    
    
    1,000
    
    
    Leased
    
    Sales/Engineering
 
 (1)
    
    Facility is utilized by a joint venture in which the Company holds a 60% equity
interest. The building is owned and the land is leased.(2)
    
    Facility is utilized by a joint venture in which the Company holds an 80% equity
interest. The building is owned and the land is leased. 16




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(3)
    
    The building is owned and the land is leased.(4)
    
    Announced closure of facilities.  
 Item 3. Legal Proceedings.
    
 Item 4. Submission of Matters to a Vote of Security Holders.
  17




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PART II
 
 Item 5. Market for Registrants Common Equity and Related Stockholder Matters.
  Low
    
    High2005First quarter
    
    $
    0.18
    
    
    $
    2.69Second quarter
    
    
    0.06
    
    
    
    0.18Third quarter
    
    
    0.06
    
    
    
    0.25Fourth quarter
    
    
    0.05
    
    
    
    0.152006First quarter
    
    $
    0.04
    
    
    $
    0.12Second quarter
    
    
    0.07
    
    
    
    0.16Third quarter
    
    
    0.06
    
    
    
    0.12Fourth quarter
    
    
    0.04
    
    
    
    0.10
  Dividend policy and restrictions
  Equity Repurchases
  18




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Item 6. Selected Financial Data.
   Years Ended December 31,(in thousands)2006
    
    2005 (1)
    
    2004

    
    2003
    
    2002Statement of Operations Data:Revenues
    
    $
    2,539,443
    
    
    $
    2,932,209
    
    
    $
    2,828,551
    
    
    $
    2,638,528
    
    
    $
    2,653,967Cost of sales
    
    
    2,389,285
    
    
    
    2,752,097
    
    
    
    2,603,816
    
    
    
    2,380,261
    
    
    
    2,351,651Selling, general and administrative
expenses
    
    
    131,517
    
    
    
    149,723
    
    
    
    145,217
    
    
    
    155,500
    
    
    
    143,822Restructuring and asset impairment
charges, net
    
    
    70,503
    
    
    
    116,392
    
    
    
    (713
    )
    
    
    157,532
    
    
    
    61,125Other income
    
    
    (742
    )
    
    
    (7,656
    )
    
    
    (967
    )
    
    
    (320
    )
    
    
    Goodwill impairment charge (8)
    
    
    
    
    
    
    
    
    
    
    337,230
    
    
    
    
    
    
    
    Operating income (loss)
    
    
    (51,120
    )
    
    
    (78,347
    )
    
    
    (256,032
    )
    
    
    (54,445
    )
    
    
    97,369Interest expense, net (3)
    
    
    95,331
    
    
    
    101,803
    
    
    
    139,968
    
    
    
    92,354
    
    
    
    70,059Unrealized gain on derivative
    
    
    
    
    
    
    
    
    
    
    (3,860
    )
    
    
    
    
    
    
    Chapter 11 and related reorganization items
    
    
    66,224
    
    
    
    167,438
    
    
    
    
    
    
    
    
    
    
    
    Provision (benefit) for income taxes (8)
    
    
    11,703
    
    
    
    16,438
    
    
    
    174,798
    
    
    
    (49,282
    )
    
    
    7,975Loss from continuing operations
    
    
    (206,118
    )
    
    
    (351,867
    )
    
    
    (549,590
    )
    
    
    (119,226
    )
    
    
    19,959Income (loss) from discontinued
operations, net of tax
    
    
    4,052
    
    
    
    (13,653
    )
    
    
    (2,029
    )
    
    
    (5,449
    )
    
    
    (4,779
    )Income (loss) before cumulative effect of
change (2) (4)
    
    
    (202,066
    )
    
    
    (365,520
    )
    
    
    (551,619
    )
    
    
    (124,675
    )
    
    
    15,180Net (loss)
    
    
    (202,066
    )
    
    
    (373,372
    )
    
    
    (551,619
    )
    
    
    (124,675
    )
    
    
    (97,606
    )Earnings (loss) per common share before
cumulative effect of change:Basic and diluted:Earnings (loss) from continuing operations
    
    
    (3.51
    )
    
    
    (6.00
    )
    
    
    (9.46
    )
    
    
    (2.10
    )
    
    
    0.34Earnings (loss) from discontinued
operations
    
    
    0.07
    
    
    
    (0.23
    )
    
    
    (0.04
    )
    
    
    (0.10
    )
    
    
    (0.08
    )Net earnings (loss) per common share:Basic and diluted:Net earnings (loss)
    
    
    (3.44
    )
    
    
    (6.37
    )
    
    
    (9.50
    )
    
    
    (2.20
    )
    
    
    (1.70
    )
 19




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##### Table of Contents



Dec. 31,
    
    Dec. 31,
    
    Dec. 31,
    
    Dec. 31,
    
    Dec. 31,2006
    
    2005 (1)
    
    2004
    
    2003
    
    2002Balance Sheet Data:Working capital (deficit)
    
    $
    (580,535
    )
    
    $
    38,091
    
    
    $
    (278,432
    )
    
    $
    (366,904
    )
    
    $
    (305,466
    )Total assets
    
    
    2,106,994
    
    
    
    2,291,226
    
    
    
    2,563,338
    
    
    
    2,846,409
    
    
    
    2,557,885Current liabilities not subject
to compromise
    
    
    1,210,402
    
    
    
    699,819
    
    
    
    1,057,536
    
    
    
    1,105,601
    
    
    
    822,647Liabilities subject to compromise
    
    
    1,284,782
    
    
    
    1,284,217
    
    
    
    
    
    
    
    
    
    
    
    Long-term debt and capital
leases, net (5)
    
    
    163,462
    
    
    
    669,131
    
    
    
    1,398,108
    
    
    
    1,103,657
    
    
    
    764,935Other long-term obligations (6)
    
    
    111,020
    
    
    
    125,682
    
    
    
    214,782
    
    
    
    223,641
    
    
    
    199,477Mandatorily redeemable trust
convertible preferred securities
(7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    258,750Stockholders investment (deficit)
    
    
    (662,672
    )
    
    
    (487,623
    )
    
    
    (107,088
    )
    
    
    413,510
    
    
    
    512,076
 
 (1)
    
    On February 2, 2005, Tower Automotive, Inc. and 25 of its U.S. Subsidiaries filed a
voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code.(2)
    
    The Company adopted Statement of Financial Accounting Standards No. 142, Goodwill and
Other Intangible Assets relating to the accounting for goodwill and other intangible assets as of
January 1, 2002. Utilizing a combination of valuation techniques including the discounted cash
flow approach and the market multiple approach, a transitional impairment loss of $112.8 million
was recorded in the first quarter of 2002 as a cumulative effect of change in accounting principle.(3)
    
    Effective February 2, 2005, the Company ceased recognizing interest expense on debt included in
liabilities subject to compromise.(4)
    
    In accordance with Financial Interpretation No. 47, Accounting for Conditional Asset
Retirement Obligations, effective December 31, 2005, the Company recognized an after tax
transition charge of $7.9 million, reflecting the cumulative effect of an accounting change related
to asset retirement obligations.(5)
    
    Long-term debt and capital leases, net as of December 31, 2005 excludes $819 million of debt
classified as subject to compromise in accordance with Statement of Position 90-7, Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code (SOP 90-7), as a result of the
Companys bankruptcy filing.(6)
    
    Other long-term obligations as of December 31, 2005 excludes $3.4 million of obligations
classified as subject to compromise in accordance with SOP 90-7 as a result of the Companys
bankruptcy filing.(7)
    
    Includes $258.8 million due to Tower Automotive Capital Trust, or Trust. In June 1998, the
Trust sold $258.8 million in aggregate liquidation preference of 63/4% Trust Convertible Preferred
Securities (the Trust Preferred Securities). The sole assets of the Trust are approximately
$266.8 million in aggregate principal amount of the Issuers 63/4% convertible subordinated
debentures due June 30, 2018, such amount being the sum of the stated liquidation preference of the
Trust Preferred Securities and the capital contributed by the Issuer in exchange for the common
securities of the Trust. During the third quarter of 2003, the Company elected to adopt the
current provisions of FASB Interpretation Number (FIN) 46, Consolidation of Variable Interest
Entities, an interpretation of ARB No. 51 as it relates to the Trust Preferred Securities, prior to
the required effective date. Under FIN 46, the Trust, which was previously consolidated by the
Company, is no longer consolidated. As a result, Tower Automotive no longer presents the Trust
Preferred Securities as mezzanine financing, but instead records a debt obligation for the
proceeds, which are owed to the Trust by the Company. Interest was recorded at 63/4% on the amount
owed by the Issuer to the Trust, which is equal to the amount that was previously presented as
minority interest (net of tax) for the amounts paid on the Trust Preferred Securities. Interest
expense increased by $8.8 million in each of 2003 (representing six months of interest) and by $8.8
million for the six months ended June 30, 2004 related to this reclassification. Pursuant to the
guidance in FIN 46, the Issuer has not reclassified the 20




---



##### Table of Contents



presentation in prior periods. The $258.8
million of debt associated with the Trust Preferred Securities is classified in Liabilities
Subject to Compromise on the Companys Consolidated Balance Sheets at December 31, 2006.(8)
    
    During 2004, the Company recorded an impairment charge of $337.2 million to write off the
goodwill associated with its North American segment. In addition, the Company recorded a valuation
allowance of $147.9 million to fully reserve for its U.S. Federal and state deferred tax asset. 21




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##### Table of Contents



Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 Overview
   
    
    Significant capital expenditures and spending on product launch activities;
    
    High interest costs;
    
    Declining gross margins;
    
    Termination of accelerated payment programs by key customers;
    
    Lower production volumes at the Companys largest customers; and
    
    Significant raw material price increases (primarily steel).
   
    
    Restructure the Companys North American operations;
    
    Comply with the terms and conditions of the DIP financing agreement described in Note 9
to the Consolidated Financial Statements;
    
    Obtain confirmation of a plan of reorganization under the Bankruptcy Code;
    
    Reduce unsustainable debt and simplify the Companys complex and restrictive capital
structure through the bankruptcy process; and
    
    Obtain financing sources to meet the Debtors future obligations.
  Key Factors Affecting Financial Results
  Capital expenditures
  Program launch execution
  22




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##### Table of Contents



Cost reduction programs
   Global automotive production and market share
   Raw material prices
   23




---



##### Table of Contents



Other inflationary factors
  Critical Accounting Policies
  Use of Estimates
 Reserves
 Revenue Recognition
  24




---



##### Table of Contents



Goodwill
 Income Taxes
 Impairment and Depreciation of Long-Lived Assets
 
    
    Program product volumes and remaining production life for parts produced on the assets
being reviewed
 
    
    Product pricing over the remaining life of the parts including an estimation of future
customer price reductions which may be negotiated
    
    Product cost information including an assessment of the success of the Companys cost
reduction activities
    
    Assessments of future alternative application of specific long-lived assets based on
awarded programs
  Pension and Other Post-Retirement Benefits
 25




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##### Table of Contents



®
 Results of Operations
  Year Ended December 31, 2006 Compared to the Year Ended December 31, 2005
 Revenues.
 Gross Profit and Gross Margin
 Selling, General and Administrative Expenses
 Other Income.
 Interest Expense, Net of Interest Income.
 26




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##### Table of Contents



Chapter 11 and Related Reorganization Items.
 Provision for Income Taxes
 Equity in Earnings of Joint Ventures
 Minority Interest
 Cumulative Effect of Accounting Change, Net of Tax Accounting for Conditional Asset Retirement Obligations
 Year Ended December 31, 2005 Compared to the Year Ended December 31, 2004
 Revenues.
 Gross Profit and Gross Margin
 Selling, General and Administrative Expenses
 27




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##### Table of Contents



Other Income.
 Interest Expense Net of Interest Income.
 Chapter 11 and Related Reorganization Items.
 Provision for Income Taxes
 Equity in Earnings of Joint Ventures
 Minority Interest
 Cumulative Effect of Accounting Change, Net of Tax
 RESTRUCTURING AND ASSET IMPAIRMENT
  28




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##### Table of Contents



Cost Type
    
    Caption in the Statement of Operations1.
    
    Employee severance and
termination costs related
to disposal, exit or
consolidation activities
    
    
    1.
    
    
    Restructuring and asset impairment
charges2.
    
    Impairment charges
related to disposal, exit
or consolidation
activities
    
    
    2.
    
    
    Restructuring and asset impairment
charges3.
    
    Costs associated with
maintaining closed
facilities prior to
disposition
    
    
    3.
    
    
    Restructuring and asset impairment
charges4.
    
    Impairment charges not
related to specific
disposal, exit or
consolidation activities
    
    
    4.
    
    
    Restructuring and asset impairment
charges5.
    
    Estimated damages associated with rejected contracts
    
    
    5.
    
    
    Chapter 11 and related
reorganization items6.
    
    Gains or losses on
disposal of previously
impaired assets
    
    
    6.
    
    
    Restructuring and asset impairment
charges7.
    
    Gains or losses on
disposal of excess assets
directly related to a
disposal, exit or
consolidation activities
    
    
    7.
    
    
    Restructuring and asset impairment
charges8.
    
    Gains or losses on
disposal of assets in the
ordinary course of
business.
    
    
    8.
    
    
    Cost of goods sold or selling,
general and administrative expense9.
    
    Cost to relocate
colleagues and equipment
associated with disposal,
exit or consolidation
activities
    
    
    9.
    
    
    Restructuring and asset impairment
charges10.
    
    Cost to train
employees related to
disposal, exit or
consolidation activities
    
    
    10.
    
    
    Cost of goods sold11.
    
    Cost to launch
programs relocated as a
result of disposal, exit
or consolidation
activities
    
    
    11.
    
    
    Cost of goods sold
  DISCONTINUED OPERATIONS
  29




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##### Table of Contents



Years Ended December 31,2006
    
    
    2005
    
    
    2004Revenues
    
    $
    316,420
    
    
    $
    351,444
    
    
    $
    350,173Cost of sales
    
    
    310,938
    
    
    
    350,756
    
    
    
    349,225Gross profit
    
    
    5,482
    
    
    
    688
    
    
    
    948Restructuring and asset impairment charges, net
    
    
    1,060
    
    
    
    13,199
    
    
    
    Other (income) expense
    
    
    222
    
    
    
    (92
    )
    
    
    967Operating income (loss)
    
    
    4,200
    
    
    
    (12,419
    )
    
    
    (19
    )Interest expense
    
    
    950
    
    
    
    1,234
    
    
    
    2,010Chapter 11 and related reorganization items
    
    
    (802
    )
    
    
    
    
    
    
    Net income (loss)
    
    $
    4,052
    
    
    
    (13,653
    )
    
    $
    (2,029
    )
  LIQUIDITY AND CAPITAL RESOURCES
       30




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Chapter 11 Impact
     DIP Financing
  Back-Stop Agreement
   31




---



##### Table of Contents



Off Balance Sheet Arrangements
  Contractual Obligations and Commercial Commitments
  Payments Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1- 3 Years
    
    
    4- 5 Years
    
    
    5 YearsLong-term debt
    
    $
    213,107
    
    
    $
    79,497
    
    
    $
    43,310
    
    
    $
    46,535
    
    
    $
    43,765Cash interest payments
    
    
    130,388
    
    
    
    68,219
    
    
    
    20,209
    
    
    
    10,953
    
    
    
    31,007DIP financing
    
    
    595,000
    
    
    
    595,000
    
    
    
    
    
    
    
    
    
    
    
    Pension contributions
    
    
    10,000
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    Capital and tooling purchase obligations
    
    
    87,300
    
    
    
    87,300
    
    
    
    
    
    
    
    
    
    
    
    Capital lease obligation
    
    
    43,890
    
    
    
    5,884
    
    
    
    17,615
    
    
    
    4,004
    
    
    
    16,387Operating leases
    
    
    191,931
    
    
    
    35,366
    
    
    
    64,074
    
    
    
    32,832
    
    
    
    59,659Total contractual obligations at December 31, 2006
    
    $
    1,271,616
    
    
    $
    881,266
    
    
    $
    145,208
    
    
    $
    94,324
    
    
    $
    150,818
  Stock Options
 Share-Based Payment
 Employee Benefit Plans
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans
  32




---



##### Table of Contents



MARKET RISK
       OPPORTUNITIES
  DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
  33




---



##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  34




---



##### Table of Contents



Item 8. Financial Statements and Supplementary Data
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Tower Automotive, Inc. Financial Statements
    
    Page (s)Reports of Independent Registered Public Accounting Firms
    
    
    36Consolidated Balance Sheets at December 31, 2006 and 2005
    
    
    39Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004
    
    
    40Consolidated Statements of Stockholders Investment (Deficit) for the years ended December 31, 2006, 2005 and 2004
    
    
    41Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004
    
    
    42Notes to Consolidated Financial Statements
    
    
    43
 35




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106,
and 132(R), Accounting for Conditional Asset Retirement Obligations




---



##### Table of Contents



DELOITTE
& TOUCHE LLP




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
 38




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##### Table of Contents



TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except for per share amounts)
 December 31,2006
    
    
    2005ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    64,275
    
    
    $
    65,791Accounts receivable
    
    
    339,650
    
    
    
    343,816Inventories
    
    
    107,186
    
    
    
    115,451Prepaid tooling and other
    
    
    94,018
    
    
    
    185,280Assets of discontinued operations
    
    
    24,738
    
    
    
    27,572Total current assets
    
    
    629,867
    
    
    
    737,910Property, plant and equipment, net
    
    
    952,942
    
    
    
    1,015,805Investments in joint ventures
    
    
    253,170
    
    
    
    228,634Goodwill
    
    
    169,617
    
    
    
    153,037Other assets, net
    
    
    101,398
    
    
    
    130,215Assets of discontinued operations
    
    
    
    
    
    
    25,625Total assets
    
    $
    2,106,994
    
    
    $
    2,291,226LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities, not subject to compromise:Current maturities of long-term debt and capital lease obligations
    
    $
    82,849
    
    
    $
    137,509Current portion of debtor-in-possession borrowings
    
    
    595,000
    
    
    
    Accounts payable
    
    
    345,296
    
    
    
    372,200Accrued liabilities
    
    
    166,754
    
    
    
    168,060Liabilities of discontinued operations
    
    
    20,503
    
    
    
    22,050Total current liabilities
    
    
    1,210,402
    
    
    
    699,819Liabilities subject to compromise
    
    
    1,284,782
    
    
    
    1,284,217Non-current liabilities, not subject to compromise:Long-term debt, net of current maturities
    
    
    133,610
    
    
    
    107,823Debtor-in-possession borrowings
    
    
    
    
    
    
    531,000Commitments
and contingencies (Notes 1, 2 and 15)Obligations under capital leases, net of current maturities
    
    
    29,852
    
    
    
    30,308Other non-current liabilities
    
    
    111,020
    
    
    
    125,682Total non-current liabilities
    
    
    274,482
    
    
    
    794,813Stockholders deficit:Preferred stock, par value $1; 5,000 shares authorized; no shares
issued or outstanding
    
    
    
    
    
    
    Common stock, par value $.01; 200,000 shares authorized; 66,647
issued and 58,549 outstanding in 2006; 66,627 issued and 58,529
outstanding in 2005
    
    
    666
    
    
    
    666Additional paid-in capital
    
    
    682,031
    
    
    
    681,102Accumulated deficit
    
    
    (1,308,906
    )
    
    
    (1,106,840
    )Deferred compensation plans
    
    
    
    
    
    
    (6,798
    )Accumulated other comprehensive income (loss)
    
    
    12,861
    
    
    
    (6,429
    )Treasury stock, at cost: 8,098 shares in 2006 and 2005
    
    
    (49,324
    )
    
    
    (49,324
    )Total stockholders deficit
    
    
    (662,672
    )
    
    
    (487,623
    )Total liabilities and stockholders deficit
    
    $
    2,106,994
    
    
    $
    2,291,226
  39




---



##### Table of Contents



TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
 Years Ended December 31,2006
    
    
    2005
    
    
    2004Revenues
    
    $
    2,539,443
    
    
    $
    2,932,209
    
    
    $
    2,828,551Cost of sales
    
    
    2,389,285
    
    
    
    2,752,097
    
    
    
    2,603,816Gross profit
    
    
    150,158
    
    
    
    180,112
    
    
    
    224,735Selling, general and administrative expenses
    
    
    131,517
    
    
    
    149,723
    
    
    
    145,217Restructuring and asset impairment charges, net
    
    
    70,503
    
    
    
    116,392
    
    
    
    (713
    )Other income
    
    
    (742
    )
    
    
    (7,656
    )
    
    
    (967
    )Goodwill impairment charges
    
    
    
    
    
    
    
    
    
    
    337,230Operating loss
    
    
    (51,120
    )
    
    
    (78,347
    )
    
    
    (256,032
    )Interest expense (Contractual interest of $171,446 in
2006 and $174,170 in 2005)
    
    
    98,404
    
    
    
    103,279
    
    
    
    141,735Interest income
    
    
    (3,073
    )
    
    
    (1,476
    )
    
    
    (1,767
    )Unrealized gain on derivative
    
    
    
    
    
    
    3⁄4
    
    
    
    (3,860
    )Chapter 11 and related reorganization items
    
    
    66,224
    
    
    
    167,438
    
    
    
    3⁄4Loss before provision for income taxes, equity in
earnings of joint ventures and minority interest
    
    
    (212,675
    )
    
    
    (347,588
    )
    
    
    (392,140
    )Provision for income taxes
    
    
    11,703
    
    
    
    16,438
    
    
    
    174,798Loss before equity in earnings of joint ventures,
minority interest and gain on sale of joint venture
    
    
    (224,378
    )
    
    
    (364,026
    )
    
    
    (566,938
    )Equity in earnings of joint ventures, net of tax
    
    
    24,938
    
    
    
    17,153
    
    
    
    13,370Minority interest, net of tax
    
    
    (6,678
    )
    
    
    (4,994
    )
    
    
    (5,754
    )Gain on sale of joint venture
    
    
    
    
    
    
    
    
    
    
    9,732Loss from continuing operations
    
    
    (206,118
    )
    
    
    (351,867
    )
    
    
    (549,590
    )Income (loss) from discontinued operations
    
    
    4,052
    
    
    
    (13,653
    )
    
    
    (2,029
    )Loss before cumulative effect of accounting change
    
    
    (202,066
    )
    
    
    (365,520
    )
    
    
    (551,619
    )Cumulative effect of accounting change, net of tax
    
    
    
    
    
    
    (7,852
    )
    
    
    3⁄4Net loss
    
    $
    (202,066
    )
    
    $
    (373,372
    )
    
    $
    (551,619
    )Basic and diluted earnings (loss) per share:Loss from continuing operations before effect of change in
accounting
    
    $
    (3.51
    )
    
    $
    (6.00
    )
    
    $
    (9.46
    )Income (loss) from discontinued operations
    
    
    0.07
    
    
    
    (0.23
    )
    
    
    (0.04
    )Cumulative effect of accounting change
    
    
    
    
    
    
    (0.14
    )
    
    
    Net loss
    
    $
    (3.44
    )
    
    $
    (6.37
    )
    
    $
    (9.50
    )Weighted average basic and diluted shares outstanding
    
    
    58,659
    
    
    
    58,645
    
    
    
    58,077
  40




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##### Table of Contents



TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS INVESTMENT (DEFICIT)
(amounts in thousands, except share data)
 AccumulatedOther
    
    
    
    
    
    
    
    
    
    
    TotalAdditional
    
    
    
    
    
    
    Deferred
    
    
    Comprehensive
    
    
    
    
    
    
    
    
    
    
    StockholdersCommon Stock
    
    
    Paid-in
    
    
    Retained
    
    
    Compensation
    
    
    Income
    
    
    Treasury Stock
    
    
    InvestmentShares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Plans
    
    
    (Loss)
    
    
    Shares
    
    
    Amount
    
    
    (Deficit)Balance, December 31, 2003
    
    
    66,133,731
    
    
    $
    661
    
    
    $
    680,608
    
    
    $
    (181,849
    )
    
    $
    (9,609
    )
    
    $
    (22,751
    )
    
    
    (8,791,926
    )
    
    $
    (53,550
    )
    
    $
    413,510Exercise of options
    
    
    23,750
    
    
    
    
    
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72Sales of stock under Employee Stock Discount Purchase Plan
    
    
    15,912
    
    
    
    
    
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28Deferred Income Stock Plan deferrals
    
    
    
    
    
    
    
    
    
    
    636
    
    
    
    
    
    
    
    (636
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deferred Income Stock Plan forfeitures
    
    
    
    
    
    
    
    
    
    
    (74
    )
    
    
    
    
    
    
    74
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deferred Income Stock Plan distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,524
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,524Deferred profit-sharing funding
    
    
    
    
    
    
    
    
    
    
    (181
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    693,873
    
    
    
    4,226
    
    
    
    4,045Restricted stock grants earned and forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,011Restricted stock grant distributions
    
    
    405,569
    
    
    
    5
    
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (551,619
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other comprehensive income (loss):Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,760
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain on qualifying cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,020
    
    
    
    
    
    
    
    
    
    
    
    Minimum pension liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,439
    )
    
    
    
    
    
    
    Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (527,278
    )Balance, December 31, 2004
    
    
    66,578,962
    
    
    $
    666
    
    
    $
    681,084
    
    
    $
    (733,468
    )
    
    $
    (7,636
    )
    
    $
    1,590
    
    
    
    (8,098,053
    )
    
    $
    (49,324
    )
    
    $
    (107,088
    )Sales of stock under Employee Stock Discount Purchase Plan
    
    
    27,645
    
    
    
    
    
    
    
    51
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51Deferred Income Stock Plan forfeitures
    
    
    
    
    
    
    
    
    
    
    (34
    )
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted stock grants earned and forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    804
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    804Restricted stock grant distributions
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Debt conversion to common stock
    
    
    231
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16
    
    
    
    
    
    
    
    1Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (373,372
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other comprehensive income (loss):Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (18,340
    )
    
    
    
    
    
    
    
    
    
    
    Unrealized gain on qualifying cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    217
    
    
    
    
    
    
    
    
    
    
    
    Minimum pension liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,104
    
    
    
    
    
    
    
    
    
    
    
    Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (381,391
    )Balance, December 31, 2005
    
    
    66,626,838
    
    
    $
    666
    
    
    $
    681,102
    
    
    $
    (1,106,840
    )
    
    $
    (6,798
    )
    
    $
    (6,429
    )
    
    
    (8,098,037
    )
    
    $
    (49,324
    )
    
    $
    (487,623
    )Deferred Income Stock Plan deferrals
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted stock grants earned and forfeited
    
    
    
    
    
    
    
    
    
    
    929
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    929Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,798
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,798Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (202,066
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other comprehensive income (loss):Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,831
    
    
    
    
    
    
    
    
    
    
    
    Minimum pension liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,684
    
    
    
    
    
    
    
    
    
    
    
    Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (156,551
    )Adoption of
the recognition provisions of SFAS No. 158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (26,225
    )
    
    
    
    
    
    
    
    
    
    
    (26,225
    )Balance, December 31, 2006
    
    
    66,646,838
    
    
    $
    666
    
    
    $
    682,031
    
    
    $
    (1,308,906
    )
    
    $
    
    
    
    $
    12,861
    
    
    
    (8,098,037
    )
    
    $
    (49,324
    )
    
    $
    (662,672
    )
  41




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##### Table of Contents



TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
 Years Ended December 31,2006
    
    
    2005
    
    
    2004Operating Activities:Net loss
    
    $
    (202,066
    )
    
    $
    (373,372
    )
    
    $
    (551,619
    )Adjustments required to reconcile net loss to net
cash provided by (used in) operating activities:Cumulative effect of change in accounting principle
    
    
    
    
    
    
    7,852
    
    
    
    Goodwill impairment charge
    
    
    
    
    
    
    
    
    
    
    337,230Non-cash
Chapter 11 and related reorganization
expenses, net
    
    
    36,296
    
    
    
    143,139
    
    
    
    Non-cash restructuring and asset impairment charges,
net
    
    
    47,904
    
    
    
    122,651
    
    
    
    (6,276
    )Unrealized gain on derivative
    
    
    
    
    
    
    
    
    
    
    (3,860
    )Deferred income tax provision (benefit)
    
    
    (6,387
    )
    
    
    (1,974
    )
    
    
    164,854Depreciation
    
    
    168,465
    
    
    
    178,687
    
    
    
    152,156Gain on sale of joint venture
    
    
    
    
    
    
    
    
    
    
    (9,732
    )Equity in earnings of joint ventures, net of tax
    
    
    (24,938
    )
    
    
    (17,153
    )
    
    
    (13,370
    )Proceeds from receivables securitization
    
    
    
    
    
    
    74,025
    
    
    
    44,817Non-cash minority interest
    
    
    2,117
    
    
    
    3,430
    
    
    
    2,704Change in other operating items:Accounts receivable
    
    
    (1,756
    )
    
    
    (91,034
    )
    
    
    (99,574
    )Inventories
    
    
    15,891
    
    
    
    35,601
    
    
    
    (29,030
    )Prepaid tooling and other
    
    
    90,135
    
    
    
    (54,881
    )
    
    
    (33,276
    )Accounts payable and accrued liabilities
    
    
    (44,897
    )
    
    
    (120,207
    )
    
    
    123,664Other assets and liabilities
    
    
    (12,929
    )
    
    
    33,288
    
    
    
    (43,864
    )Net cash provided by (used in) operating activities
    
    
    67,835
    
    
    
    (59,948
    )
    
    
    34,824Investing Activities:Cash disbursed for purchases of property, plant and
equipment
    
    
    (126,583
    )
    
    
    (152,644
    )
    
    
    (170,990
    )Acquisitions, net of cash acquired, including joint
venture interests and earnout payments
    
    
    
    
    
    
    
    
    
    
    (21,299
    )Proceeds from sale of joint venture investment
    
    
    
    
    
    
    
    
    
    
    51,700Cash proceeds from asset disposals
    
    
    52,664
    
    
    
    
    
    
    
    Net cash used in investing activities
    
    
    (73,919
    )
    
    
    (152,644
    )
    
    
    (140,589
    )Financing Activities:Proceeds from borrowings
    
    
    52,120
    
    
    
    56,152
    
    
    
    613,785Repayments of borrowings
    
    
    (111,552
    )
    
    
    (500,730
    )
    
    
    (519,921
    )Proceeds from DIP credit facility
    
    
    653,000
    
    
    
    1,293,507
    
    
    
    Repayments of DIP credit facility
    
    
    (589,000
    )
    
    
    (719,647
    )
    
    
    Net proceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    103Net cash provided by financing activities
    
    
    4,568
    
    
    
    129,282
    
    
    
    93,967Net Change in Cash and Cash Equivalents
    
    
    (1,516
    )
    
    
    (83,310
    )
    
    
    (11,798
    )Cash and Cash Equivalents, beginning of year
    
    
    65,791
    
    
    
    149,101
    
    
    
    160,899Cash and Cash Equivalents, end of year
    
    $
    64,275
    
    
    $
    65,791
    
    
    $
    149,101Supplemental Cash Flow Information:Interest paid, net of amounts capitalized
    
    $
    79,332
    
    
    $
    63,305
    
    
    $
    130,577Income taxes paid (refunded)
    
    $
    34,077
    
    
    $
    24,116
    
    
    $
    (598
    )Reorganization payments
    
    $
    34,917
    
    
    $
    30,256
    
    
    $
    Non Cash Financing and Investing Activities:Deferred Income Stock Plan
    
    $
    
    
    
    $
    (34
    )
    
    $
    636Net (decrease) increase in liabilities for purchases
of property, plant and equipment
    
    $
    (7,401
    )
    
    $
    (29,113
    )
    
    $
    39,936
  42




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##### Table of Contents



TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Nature of Business and Basis of Presentation
     Asset Retirement Obligations
   43




---



##### Table of Contents



2006
    
    2005Asset retirement obligations as of January 1
    
    $
    11,931
    
    $
    Accretion
expense
    
    
    670
    
    
    Liabilities incurred, including adoption of FIN 47
    
    
    
    
    
    11,931Revisions in estimated cash flows
    
    
    1,006
    
    
    Asset retirement obligations as of December 31
    
    $
    13,607
    
    $
    11,931
 Change in Accounting Principle
 Share-Based Payment
 Accounting for Stock
Issued to Employees
 Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans,
 2. Chapter 11 Reorganization Proceedings and Going Concern
    44




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##### Table of Contents



Financial Statement Classification
   45




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##### Table of Contents



December 31,
    
    
    December 31,2006
    
    
    2005Debt:5.75% Convertible senior debentures
    
    $
    124,999
    
    
    $
    124,999Due to Tower Automotive Capital Trust
    
    
    258,750
    
    
    
    258,7509.25% Senior Euro notes
    
    
    197,940
    
    
    
    177,60012% Senior notes
    
    
    258,000
    
    
    
    258,000Total debt
    
    
    839,689
    
    
    
    819,349Pension and other post-retirement benefits
    
    
    142,841
    
    
    
    162,886Pre-petition accounts payable and accruals
    
    
    165,203
    
    
    
    195,294Accrued interest on debt subject to compromise
    
    
    21,343
    
    
    
    21,343Executory Contracts
    
    
    115,706
    
    
    
    85,345Consolidated liabilities subject to compromise
    
    $
    1,284,782
    
    
    $
    1,284,217
  December 31,
    
    
    December 31,2006
    
    
    2005Professional fees directly related to the filing
    
    $
    37,028
    
    
    $
    30,753Key employee retention costs
    
    
    3,098
    
    
    
    5,374Write off of deferred financing costs
    
    
    
    
    
    
    29,135Estimated executory contract rejection damages
    
    
    30,244
    
    
    
    101,968Other expenses and recoveries directly
attributable to the Companys reorganization
    
    
    (4,146
    )
    
    
    208Total
    
    $
    66,224
    
    
    $
    167,438
  46




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##### Table of Contents



Debtors Financial Statements
  Debtors Condensed Combined Balance Sheets
Debtors- in-Possession
 December 31, 2006
    
    
    December 31, 2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    5,705
    
    
    $
    858Accounts receivable
    
    
    81,713
    
    
    
    153,982Inventories
    
    
    43,438
    
    
    
    52,086Prepaid tooling and other
    
    
    23,408
    
    
    
    65,516Assets of discontinued operations
    
    
    24,738
    
    
    
    27,572Total current assets
    
    
    179,002
    
    
    
    300,014Property, plant and equipment, net
    
    
    474,897
    
    
    
    515,609Investments in and advances to non-debtor subsidiaries
    
    
    868,374
    
    
    
    796,662Other assets, net
    
    
    32,360
    
    
    
    58,323Assets of discontinued operations
    
    
    
    
    
    
    25,625Total assets
    
    $
    1,554,633
    
    
    $
    1,696,233LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities not subject to compromise:Current maturities of long-term debt and capital
lease
obligations
    
    $
    4
    
    
    $
    11Current portion of debtor-in-possession borrowings
    
    
    595,000
    
    
    
    Accounts payable
    
    
    101,804
    
    
    
    127,453Accrued liabilities
    
    
    92,322
    
    
    
    85,910Liabilities of discontinued operations
    
    
    20,503
    
    
    
    22,050Total current liabilities
    
    
    809,633
    
    
    
    235,424Liabilities subject to compromise
    
    
    1,301,145
    
    
    
    1,300,580Non-current liabilities not subject to compromise:Long-term debt, net of current maturities
    
    
    84,751
    
    
    
    84,754Debtor-in-possession borrowings
    
    
    
    
    
    
    531,000Other non-current liabilities
    
    
    21,776
    
    
    
    32,098Total non-current liabilities
    
    
    106,527
    
    
    
    647,852Total stockholders deficit
    
    
    (662,672
    )
    
    
    (487,623
    )Total liabilities and stockholders deficit
    
    $
    1,554,633
    
    
    $
    1,696,233
 47




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##### Table of Contents



Debtors Condensed Combined Statement of Operations
Debtors-in- Possession
 Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,2006
    
    
    2005Revenues
    
    $
    1,149,319
    
    
    $
    1,601,736Cost of sales
    
    
    1,125,610
    
    
    
    1,539,579Gross profit
    
    
    23,709
    
    
    
    62,157Selling, general and administrative expenses
    
    
    71,966
    
    
    
    92,181Restructuring and asset impairment charges, net
    
    
    34,546
    
    
    
    113,768Other income
    
    
    (5,748
    )
    
    
    (12,220
    )Operating loss
    
    
    (77,055
    )
    
    
    (131,572
    )Interest expense
    
    
    88,237
    
    
    
    89,981Interest income
    
    
    (2,465
    )
    
    
    (151
    )Inter-company interest income
    
    
    (27,297
    )
    
    
    (22,339
    )Chapter 11 and related reorganization items
    
    
    66,224
    
    
    
    167,438Loss before provision for income taxes, equity
in earnings of joint ventures and equity in earnings
from non-Debtor subsidiaries
    
    
    (201,754
    )
    
    
    (366,501
    )Provision (benefit) for income taxes
    
    
    2,724
    
    
    
    (9,339
    )Loss before equity in earnings of joint
ventures and equity in earnings of non-Debtor
subsidiaries
    
    
    (204,478
    )
    
    
    (357,162
    )Equity in earnings of joint ventures, net of tax
    
    
    101
    
    
    
    43Equity in earnings (losses) of non-Debtor subsidiaries
    
    
    (1,741
    )
    
    
    3,947Loss from continuing operations
    
    
    (206,118
    )
    
    
    (353,172
    )Income (loss) from discontinued operations
    
    
    4,052
    
    
    
    (13,653
    )Loss before cumulative effect of accounting change
    
    
    (202,066
    )
    
    
    (366,825
    )Cumulative effect of accounting change, net
    
    
    
    
    
    
    (6,547
    )Net loss
    
    $
    (202,066
    )
    
    $
    (373,372
    )
 48




---



##### Table of Contents



Debtors Condensed Combined Statement of Cash Flows
Debtors- in-Possession
 Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,2006
    
    
    2005OPERATING ACTIVITIES:Net loss
    
    $
    (202,066
    )
    
    $
    (373,372
    )Adjustments required to reconcile net loss to net
cash used in operating activities:Cumulative effect of change in accounting principle
    
    
    
    
    
    
    6,547Non-cash chapter 11 and related reorganization items, net
    
    
    36,296
    
    
    
    143,139Non-cash restructuring and impairment, net
    
    
    26,107
    
    
    
    121,084Depreciation
    
    
    94,190
    
    
    
    104,318Equity in earnings of joint ventures and subsidiaries, net
    
    
    1,636
    
    
    
    (3,990
    )Change in working capital and other operating items
    
    
    37,698
    
    
    
    (182,272
    )Net cash used in operating activities
    
    
    (6,139
    )
    
    
    (184,546
    )INVESTING ACTIVITIES:Cash disbursed for purchases of property, plant and equipment
    
    
    (59,559
    )
    
    
    (65,167
    )Cash proceeds from asset disposal
    
    
    20,000
    
    
    
    Net cash used in investing activities
    
    
    (39,559
    )
    
    
    (65,167
    )FINANCING ACTIVITIES:Repayments of borrowings
    
    
    (13,455
    )
    
    
    (430,371
    )Proceeds from DIP credit facility
    
    
    653,000
    
    
    
    1,293,507Repayments of DIP credit facility
    
    
    (589,000
    )
    
    
    (719,647
    )Net cash provided by financing activities
    
    
    50,545
    
    
    
    143,489NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    4,847
    
    
    
    (106,224
    )Cash and
cash equivalents, beginning of year
    
    
    858
    
    
    
    107,082CASH AND
CASH EQUIVALENTS, END OF YEAR
    
    $
    5,705
    
    
    $
    858
 49




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##### Table of Contents



3. Discontinued Operations
 Accounting for the Impairment or Disposal of Long-Lived Assets,
  December 31,2006
    
    
    2005ASSETSCurrent Assets:Accounts receivable
    
    $
    24,692
    
    
    $
    19,224Inventories
    
    
    
    
    
    
    7,982Prepaid tooling and other
    
    
    46
    
    
    
    366Total current assets
    
    
    24,738
    
    
    
    27,572Property, plant and equipment, net
    
    
    
    
    
    
    22,989Other assets, net
    
    
    
    
    
    
    2,636Total assets
    
    $
    24,738
    
    
    $
    53,197LIABILITIESCurrent liabilitiesCurrent maturities of long-term debt and capital lease obligations
    
    $
    
    
    
    $
    14,246Accounts payable
    
    
    16,013
    
    
    
    6,616Accrued liabilities
    
    
    4,490
    
    
    
    1,188Total current liabilities
    
    $
    20,503
    
    
    $
    22,050
  Years Ended December 31,2006
    
    
    2005
    
    
    2004Revenues
    
    $
    316,420
    
    
    $
    351,444
    
    
    $
    350,173Cost of sales
    
    
    310,938
    
    
    
    350,756
    
    
    
    349,225Gross profit
    
    
    5,482
    
    
    
    688
    
    
    
    948Restructuring and asset impairment charges, net
    
    
    1,060
    
    
    
    13,199
    
    
    
    Other (income) expense
    
    
    222
    
    
    
    (92
    )
    
    
    967Operating income (loss)
    
    
    4,200
    
    
    
    (12,419
    )
    
    
    (19
    )Interest expense
    
    
    950
    
    
    
    1,234
    
    
    
    2,010Chapter 11 and related reorganization items
    
    
    (802
    )
    
    
    
    
    
    
    Net income (loss)
    
    $
    4,052
    
    
    
    (13,653
    )
    
    $
    (2,029
    )
  4. Significant Accounting Policies
 Financial Statement Presentation
  50




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##### Table of Contents



a. Principles of Consolidation
   b. Cash and Cash Equivalents
  c. Inventories
  December 31,2006
    
    
    2005Raw materials
    
    $
    49,657
    
    
    $
    50,380Work-in-process
    
    
    26,127
    
    
    
    30,710Finished goods
    
    
    31,402
    
    
    
    34,361$
    107,186
    
    
    $
    115,451
 d. Tooling and Other Design Costs
  December 31,2006
    
    
    2005Reimbursable pre-production design and development costs
    
    $
    19,460
    
    
    $
    30,201Customer-owned tooling
    
    
    25,477
    
    
    
    106,846Supplier-owned tooling
    
    
    10,289
    
    
    
    16,071Total
    
    $
    55,226
    
    
    $
    153,118
  51




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##### Table of Contents



e. Property, Plant and Equipment
  Buildings and improvements
    
    
    15 to 40 yearsMachinery and equipment
    
    
    3 to 20 years
     December 31,2006
    
    
    2005Cost:Land
    
    $
    41,984
    
    
    $
    69,289Buildings and improvements
    
    
    418,399
    
    
    
    364,230Machinery and equipment
    
    
    1,271,283
    
    
    
    1,229,941Construction in progress
    
    
    84,080
    
    
    
    135,6871,815,746
    
    
    
    1,799,147Less-accumulated depreciation
    
    
    (862,804
    )
    
    
    (783,342
    )Property, plant and equipment, net
    
    $
    952,942
    
    
    $
    1,015,805
 f. Long-Lived Assets
  g. Goodwill
 Goodwill and Other Intangible Assets,
   52




---



##### Table of Contents



Balance at January 1, 2005
    
    $
    174,563Currency translation adjustment and other
    
    
    (21,526
    )Balance at December 31, 2005
    
    
    153,037Currency translation adjustment and other
    
    
    16,580Balance at December 31, 2006
    
    $
    169,617
 h. Fair Value of Financial Instruments
   i. Derivative Financial Instruments
   j. Revenue Recognition
  53




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##### Table of Contents



k. Income Taxes
  l. Segment Reporting
  m. Earnings (Loss) Per Share
  n. Stock-Based Compensation
 Share-Based Payment
  54




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##### Table of Contents



Years Ended December 31,2005
    
    
    2004Net lossAs Reported
    
    $
    (373,372
    )
    
    $
    (551,619
    )Add: Stock-based employee compensation
expense included in reported net loss,
net of related tax effects
    
    
    806
    
    
    
    758Deduct: Total stock-based employee
compensation determined under fair
value based method for all awards, net
of related tax effects
    
    
    (577
    )
    
    
    (1,122
    )Pro forma net loss
    
    $
    (373,143
    )
    
    $
    (551,983
    )Basic loss per share as reported
    
    $
    (6.37
    )
    
    $
    (9.50
    )Pro Forma
    
    
    (6.36
    )
    
    
    (9.50
    )Diluted loss per share as reported
    
    $
    (6.37
    )
    
    $
    (9.50
    )Pro forma
    
    
    (6.36
    )
    
    
    (9.50
    )
    o. Foreign Currency Translation
  p. Restructuring Charges
  55




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##### Table of Contents



q. Accumulated Other Comprehensive Income
  December 31,2006
    
    
    2005Foreign currency translation
    
    $
    68,988
    
    
    $
    38,157Net
unrecognized loss on post-retirement benefits
    
    
    (56,127
    )
    
    
    Minimum pension liability
    
    
    
    
    
    
    (44,586
    )Total accumulated other comprehensive income
    
    $
    12,861
    
    
    $
    (6,429
    )
 r. Estimates
  s. Recently Issued Accounting Pronouncements
 Share-Based Payment
 Accounting Changes and Error Corrections Accounting Changes Reporting Accounting Changes in Interim Financial Statements
 FASB Interpretation No. 48 Accounting for
Uncertainty in Income Taxes Accounting for
Income Taxes
 56




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##### Table of Contents



SFAS No. 157, Fair Value Measurements
 SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans
 SAB) No. 108, Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements
 SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  including an
Amendment to FASB Statement No. 115 Accounting for Certain Investments in Debt and Equity Securities,
 5. Accounts Receivable Securitization Facility
 Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities
  57




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##### Table of Contents



6. Acquisitions
  Accounting for the Impairment or Disposal of Long-Lived Assets,
  7. Investments in Joint Ventures
   58




---



##### Table of Contents



December 31,2006
    
    
    2005
    
    
    2004Condensed Statements of EarningsRevenues
    
    $
    649,179
    
    
    $
    661,033
    
    
    $
    435,465Gross profit
    
    $
    140,820
    
    
    $
    135,491
    
    
    $
    94,319Operating income
    
    $
    66,293
    
    
    $
    64,771
    
    
    $
    42,888Net income
    
    $
    60,804
    
    
    $
    44,066
    
    
    $
    34,583Condensed Balance SheetsCurrent assets
    
    $
    254,420
    
    
    $
    213,554
    
    
    $
    147,855Noncurrent assets
    
    
    360,095
    
    
    
    358,035
    
    
    
    354,309$
    614,515
    
    
    $
    571,589
    
    
    $
    502,164Current liabilities
    
    $
    108,612
    
    
    $
    137,203
    
    
    $
    94,275Noncurrent liabilities
    
    
    180,920
    
    
    
    168,656
    
    
    
    188,693Stockholders investment
    
    
    324,983
    
    
    
    265,730
    
    
    
    219,196$
    614,515
    
    
    $
    571,589
    
    
    $
    502,164
  8. Restructuring and Asset Impairment Charges
  2006 Actions
  TotalAction and completion
    
    
    
    
    
    Estimated
    
    
    Employee
    
    
    Asset
    
    
    Other
    
    
    EstimatedDate
    
    Action Date
    
    
    Costs
    
    
    Related Costs
    
    
    Impairments
    
    
    Costs
    
    
    Cash CostsNorth American
SegmentPlant Closures: Greenville, MI  11/06
    
    February 27th
    
    $
    13,500
    
    
    $
    7,500
    
    
    $
    1,900
    
    
    $
    4,100
    
    
    $
    7,000 Toronto,
Canada  8/06
    
    June 26th
    
    
    17,300
    
    
    
    3,800
    
    
    
    13,500
    
    
    
    
    
    
    
    4,200 Upper
Sandusky, OH 
4/07
    
    September 14th
    
    
    9,200
    
    
    
    1,100
    
    
    
    4,300
    
    
    
    3,800
    
    
    
    3,400 Kendallville, IN
    
    November 9th
    
    
    19,600
    
    
    
    1,300
    
    
    
    11,700
    
    
    
    6,600
    
    
    
    4,400Total North American
Segment
    
    
    
    
    
    $
    59,600
    
    
    $
    13,700
    
    
    $
    31,400
    
    
    $
    14,500
    
    
    $
    19,000
 59




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##### Table of Contents



2005 Actions
  EstimatedTotal
    
    
    
    
    
    
    ContractAction and completion
    
    Action
    
    
    Estimated
    
    
    Employee
    
    
    Rejection
    
    
    Asset
    
    
    Other
    
    
    EstimatedDate
    
    Date
    
    
    Costs
    
    
    Related Costs
    
    
    Damages
    
    
    Impairments
    
    
    Costs
    
    
    Cash CostsNorth American SegmentPlant Closures:
    
    April
15th
    
    $
    69,500
    
    
    $
    4,500
    
    
    $
    25,000
    
    
    $
    37,900
    
    
    $
    2,100
    
    
    $
    6,600 Belcamp, MD - 6/05 Bowling Green, KY
- 6/05 Corydon, IN  6/05Employee Reduction: Granite City, IL 
6/05Production movement:
    
    October 5th
    
    
    6,000
    
    
    
    4,000
    
    
    
    
    
    
    
    1,000
    
    
    
    1,000
    
    
    
    5,000 Ford Ranger frame
to Bellevue, OH  3/06Plant Closures:
    
    October 13th
    
    
    65,000
    
    
    
    7,000
    
    
    
    31,000
    
    
    
    20,000
    
    
    
    7,000
    
    
    
    14,000 Granite City, IL 
12/06 Milan TN  12/06Other
    
    Various
    
    
    15,800
    
    
    
    15,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other Asset Impairments
    
    Various
    
    
    31,100
    
    
    
    
    
    
    
    
    
    
    
    31,100
    
    
    
    
    
    
    
    Total North American
Segment
    
    
    
    
    
    
    187,400
    
    
    
    31,300
    
    
    
    56,000
    
    
    
    90,000
    
    
    
    10,100
    
    
    
    25,600International Segment Other
    
    Various
    
    
    3,300
    
    
    
    3,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,300Total International Segment
    
    
    
    
    
    
    3,300
    
    
    
    3,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,300Total Company
    
    
    
    
    
    $
    190,700
    
    
    $
    34,600
    
    
    $
    56,000
    
    
    $
    90,000
    
    
    $
    10,100
    
    
    $
    28,900
 60




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##### Table of Contents



2004 Actions
  TotalAction and completion
    
    Action
    
    
    Estimated
    
    
    Employee
    
    
    Asset
    
    
    Other
    
    
    EstimatedDate
    
    Date
    
    
    Costs
    
    
    Related Costs
    
    
    Impairments
    
    
    Costs
    
    
    Cash CostsNorth American
SegmentProduction: Suspension link
arms to Milan, TN 
10/04
    
    July
    
    $
    1,100
    
    
    $
    800
    
    
    $
    300
    
    
    $
    
    
    
    $
    800 Manual stampings
from Greenville, MI to
Elkton, MI and
Kendallville, IN  03/05
    
    SeptemberInternational
SegmentPlant:
    
    October
28th
    
    
    1,200
    
    
    
    500
    
    
    
    700
    
    
    
    
    
    
    
    500 Gunpo, Korea
manufacturing operations
 3/06Total Company
    
    
    
    
    
    $
    2,300
    
    
    $
    1,300
    
    
    $
    1,000
    
    
    $
    
    
    
    $
    1,300
  Accounting for
Impairment or Disposal of Long-Lived Assets
 61




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##### Table of Contents



Summary of Restructuring Plan Charges
  Severance and
    
    
    Lease andAsset
    
    
    Outplacement
    
    
    Other ExitImpairments
    
    
    Costs
    
    
    Costs
    
    
    TotalBalance at December 31, 2003
    
    $
    
    
    
    $
    3,025
    
    
    $
    4,498
    
    
    $
    7,523Provision
    
    
    1,024
    
    
    
    1,247
    
    
    
    
    
    
    
    2,271Cash usage
    
    
    
    
    
    
    (1,298
    )
    
    
    (881
    )
    
    
    (2,179
    )Non-cash usage
    
    
    (1,024
    )
    
    
    (251
    )
    
    
    853
    
    
    
    (422
    )Balance at December 31, 2004
    
    
    
    
    
    
    2,723
    
    
    
    4,470
    
    
    
    7,193Provision
    
    
    74,559
    
    
    
    3,798
    
    
    
    18,763
    
    
    
    97,120Cash usage
    
    
    
    
    
    
    (5,667
    )
    
    
    (7,089
    )
    
    
    (12,756
    )Non-cash charges
    
    
    (74,559
    )
    
    
    
    
    
    
    (16,144
    )
    
    
    (90,703
    )Revision
    
    
    
    
    
    
    (331
    )
    
    
    
    
    
    
    (331
    )Balance at December 31, 2005
    
    
    
    
    
    
    523
    
    
    
    
    
    
    
    523Provision
    
    
    27,417
    
    
    
    24,473
    
    
    
    20,136
    
    
    
    72,026Cash usage
    
    
    
    
    
    
    (15,573
    )
    
    
    (15,022
    )
    
    
    (30,595
    )Non-cash charges
    
    
    (27,417
    )
    
    
    
    
    
    
    (5,114
    )
    
    
    (32,531
    )Balance at December 31, 2006
    
    $
    
    
    
    $
    9,423
    
    
    $
    
    
    
    $
    9,423
  Restructuring and Asset Impairment Charges
  2006
    
    
    2005
    
    
    2004Restructuring and related asset impairments, net
    
    $
    72,026
    
    
    $
    97,120
    
    
    $
    5,563Revision of estimate
    
    
    
    
    
    
    (331
    )
    
    
    (6,276
    )Other asset impairments, net
    
    
    (1,523
    )
    
    
    19,603
    
    
    
    Total
    
    $
    70,503
    
    
    $
    116,392
    
    
    $
    (713
    )
      62




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##### Table of Contents



9. Debt
 Long-Term Debt
  December 31,
    
    
    December 31,2006
    
    
    2005Debtor-in-possession borrowings
    
    $
    595,000
    
    
    $
    531,000Industrial development revenue bonds
    
    
    43,765
    
    
    
    43,765Second lien draws outstanding
    
    
    40,985
    
    
    
    40,9855.75% Convertible Debentures, due May 15, 2024
    
    
    124,999
    
    
    
    124,9999.25% Senior Euro notes, due August 2010
    
    
    197,940
    
    
    
    177,60012.0% Senior Notes, due June 1, 2013 (at face value and net of
discount of $6,567, respectively, at 2004)
    
    
    258,000
    
    
    
    258,0006.75% Due to Tower Automotive Capital Trust, redeemable between June
30, 2001 and June 30, 2018
    
    
    258,750
    
    
    
    258,750Other foreign subsidiary indebtedness
    
    
    128,353
    
    
    
    155,659Other
    
    
    4
    
    
    
    14,2621,647,796
    
    
    
    1,605,020Less amounts subject to compromise
    
    
    (839,689
    )
    
    
    (819,349
    )808,107
    
    
    
    785,671Less-current maturities
    
    
    (674,497
    )
    
    
    (146,848
    )Long-term debt not subject to compromise
    
    $
    133,610
    
    
    $
    638,823
  2007
    
    $
    674,4972008
    
    
    36,8072009
    
    
    6,5032010
    
    
    46,4042011
    
    
    131Thereafter
    
    
    43,765Total
    
    $
    808,107
 Chapter 11 Impact
     63




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DIP Financing
      2004 Refinancing
  64




---



##### Table of Contents



65




---



##### Table of Contents



Debt Classified as Not Subject to Compromise
   Weighted Average Interest Rates of Credit Facilities
   66




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##### Table of Contents



10. Income Taxes
  Years Ended December 31,2006
    
    
    2005
    
    
    2004Current Domestic
    
    $
    1,547
    
    
    $
    (6,036
    )
    
    $
    Foreign
    
    
    16,543
    
    
    
    24,448
    
    
    
    9,94418,090
    
    
    
    18,412
    
    
    
    9,944Deferred Domestic
    
    
    
    
    
    
    (4,243
    )
    
    
    153,727Foreign
    
    
    (6,387
    )
    
    
    2,269
    
    
    
    11,127(6,387
    )
    
    
    (1,974
    )
    
    
    164,854$
    11,703
    
    
    $
    16,438
    
    
    $
    174,798
  Years Ended December 31,2006
    
    
    2005
    
    
    2004Taxes at federal statutory rates
    
    $
    (74,436
    )
    
    $
    (126,434
    )
    
    $
    (137,959
    )Foreign taxes and other
    
    
    (2,394
    )
    
    
    226
    
    
    
    7,925Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    70,670Foreign Dividend Event
    
    
    
    
    
    
    17,310
    
    
    
    Provision
for foreign earnings
    
    
    8,939
    
    
    
    5,940
    
    
    
    (1,193
    )Other permanent differences,
primarily interest, sale of
investment, state taxes,
unrealized gain on derivative
    
    
    (2,787
    )
    
    
    (1,980
    )
    
    
    4,033Bankruptcy costs
    
    
    19,510
    
    
    
    32,579
    
    
    
    Valuation allowance
    
    
    62,871
    
    
    
    88,797
    
    
    
    231,322Total
    
    $
    11,703
    
    
    $
    16,438
    
    
    $
    174,798
   Years Ended December 31,2006
    
    
    2005
    
    
    2004Domestic
    
    $
    (201,553
    )
    
    $
    (356,814
    )
    
    $
    (423,031
    )Foreign
    
    
    (11,122
    )
    
    
    9,226
    
    
    
    30,891$
    (212,675
    )
    
    $
    (347,588
    )
    
    $
    (392,140
    )
 67




---



##### Table of Contents



December 31,2006
    
    
    2005Accrued compensation costs
    
    $
    35,334
    
    
    $
    41,888Postretirement benefit obligations
    
    
    33,558
    
    
    
    27,074Loss contracts
    
    
    539
    
    
    
    2,901Facility closure and consolidation costs
    
    
    7,411
    
    
    
    4,289Net operating loss carryforwards and tax credits
    
    
    322,856
    
    
    
    264,189APB 23 calculations
    
    
    (36,084
    )
    
    
    (27,145
    )Other reserves and adjustments
    
    
    44,721
    
    
    
    32,650Goodwill & Intangibles
    
    
    46,010
    
    
    
    47,327Deferred income tax liabilities  fixed asset
lives and methods, leases
    
    
    (24,454
    )
    
    
    (35,729
    )429,891
    
    
    
    357,444Less: Valuation allowance
    
    
    (427,819
    )
    
    
    (361,852
    )Net deferred income tax assets (liabilities)
    
    $
    2,072
    
    
    $
    (4,408
    )
     Accounting for
Contingencies
 68




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##### Table of Contents



11. Stockholders Investment (Deficit)
 Stock-Based Compensation
 Stock Option Plans
   WeightedShares
    
    
    
    
    
    AverageUnder
    
    
    
    
    
    ExerciseOption
    
    Exercise Price
    
    Price
    
    ExercisableOutstanding, December 31, 2005
    
    
    100,000
    
    
    $
    7.56 $22.97
    
    
    $
    17.67
    
    
    
    100,000Forfeited
    
    
    (3,000
    )
    
    
    18.94  19.25
    
    
    
    19.04Expired
    
    
    (5,500
    )
    
    
    7.56
    
    
    
    7.56Outstanding, December 31, 2006
    
    
    91,500
    
    
    
    17.1322.97
    
    
    
    18.23
    
    
    
    91,500
   Number
    
    Options Outstanding
    
    Options ExercisableRange of
    
    Outstanding
    
    Weighted-Average
    
    Weighted-
    
    Number
    
    Weighted-Exercisable
    
    At
    
    Remaining
    
    Average
    
    Exercisable
    
    AverageOptions
    
    12/31/06
    
    Contractual Life
    
    Exercise Price
    
    12/31/06
    
    Exercise Price$17.13  $22.97
    
    
    91,500
    
    
    1.66 yrs.
    
    $
    18.23
    
    
    
    91,500
    
    
    $
    18.23
 Incentive Plan
  69




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##### Table of Contents



WeightedWeighted
    
    Average FairShares
    
    
    
    
    
    Average
    
    Value ofUnder
    
    
    
    
    
    Exercise
    
    OptionsOption
    
    Exercise Price
    
    Price
    
    Granted
    
    ExercisableOutstanding, December 31, 2005
    
    
    1,927,515
    
    
$    1.99 $26.81
    
    
$    10.15
    
    
$    5.81
    
    
    
    1,927,515Forfeited
    
    
    (538,635
    )
    
    
    3.16  15.56
    
    
    
    10.89Outstanding, December 31, 2006
    
    
    1,388,880
    
    
    
    1.9926.81
    
    
    
    9.88
    
    
    
    5.52
    
    
    
    1,388,880
  Number
    
    Options Outstanding
    
    Options ExercisableRange of
    
    Outstanding
    
    Weighted-Average
    
    
    
    
    
    NumberExercisable
    
    At
    
    Remaining
    
    Weighted-Average
    
    Exercisable
    
    Weighted-AverageOptions
    
    12/31/06
    
    Contractual Life
    
    Exercise Price
    
    12/31/06
    
    Exercise Price$1.99  $7.08
    
    
    607,550
    
    
    7.18 yrs.
    
    $
    3.40
    
    
    
    607,550
    
    
    $
    3.4011.33  15.62
    
    
    659,840
    
    
    4.16 yrs.
    
    
    12.72
    
    
    
    659,840
    
    
    
    12.7226.81
    
    
    121,490
    
    
    2.31 yrs.
    
    
    26.81
    
    
    
    121,490
    
    
    
    26.811,388,880
    
    
    5.32 yrs.
    
    
    9.88
    
    
    
    1,388,880
    
    
    
    9.88
  Director Option Plan
  WeightedWeighted
    
    Average FairShares
    
    
    
    
    
    Average
    
    Value ofUnder
    
    
    
    
    
    Exercise
    
    OptionsOption
    
    Exercise Price
    
    Price
    
    Granted
    
    ExercisableOutstanding, December 31,
2005, and 2004
    
    
    100,200
    
    
$    7.56 $22.97
    
    
$    17.82
    
    
    $9.42
    
    
    
    100,200Expired
    
    
    (15,000
    )
    
    
    7.56
    
    
    
    7.56Outstanding, December 31, 2006
    
    
    85,200
    
    
    
    18.94  22.97
    
    
    
    19.63
    
    
    
    10.33
    
    
    
    85,200
  Options Outstanding
    
    Options ExercisableRange of
    
    Number
    
    Weighted-Average
    
    
    
    
    
    NumberExercisable
    
    Outstanding
    
    Remaining
    
    Weighted-Average
    
    Exercisable
    
    Weighted-AverageOptions
    
    At 12/31/06
    
    Contractual Life
    
    Exercise Price
    
    12/31/06
    
    Exercise Price$18.94$22.97
    
    
    85,200
    
    
    1.08 yrs.
    
    $
    19.63
    
    
    
    85,200
    
    
    $
    19.63
 70




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##### Table of Contents



Employee Stock Purchase Plan
  Deferred Stock Plans
  Restricted Stock
   12. Employee Benefit Plans
  71




---



##### Table of Contents



Employers Accounting for Defined
Benefit Pension and Other Postretirement Plans
   BeforeApplication of
    
    
    
    
    
    After ApplicationSFAS No. 158
    
    Adjustments
    
    of SFAS No. 158Other assets, net
    
    
    103,206
    
    
    
    (1,808
    )
    
    
    101,398Liabilities subject
to compromise
    
    
    1,260,365
    
    
    
    24,417
    
    
    
    1,284,782Accumulated other
comprehensive income
(loss)
    
    
    39,086
    
    
    
    (26,225
    )
    
    
    12,861
 Retirement Plans
   2006
    
    
    2005Reconciliation of fair value of plan assets:Fair value of plan assets at the beginning of the year
    
    $
    191,785
    
    
    $
    166,009Actual return on plan assets
    
    
    16,895
    
    
    
    19,138Employer contributions
    
    
    28,601
    
    
    
    27,480Plan expenses paid
    
    
    (1,167
    )
    
    
    (1,160
    )Benefits paid
    
    
    (26,794
    )
    
    
    (19,682
    )Fair value of plan assets at the end of the year
    
    $
    209,320
    
    
    $
    191,785Change in Benefit Obligations:Benefit obligations at the beginning of the year
    
    $
    282,864
    
    
    $
    280,748Service cost
    
    
    4,263
    
    
    
    4,628Interest cost
    
    
    15,084
    
    
    
    15,449Plan amendments
    
    
    (8,474
    )
    
    
    2,285Actuarial loss (gain)
    
    
    (8,843
    )
    
    
    (564
    )Benefits paid
    
    
    (26,794
    )
    
    
    (19,682
    )Benefit obligations at the end of the year
    
    $
    258,100
    
    
    $
    282,864Funded status
    
    $
    (48,780
    )
    
    $
    (91,079
    )
  72




---



##### Table of Contents



2005Funded Status Reconciliation:Funded status
    
    $
    (91,079
    )Unrecognized prior service cost
    
    
    11,542Unrecognized actuarial losses
    
    
    71,901Contributions made after measurement date
    
    
    5,547Net amount recognized
    
    $
    (2,089
    )Amount recognized on the balance sheet as of year
end:Accrued benefit liability recorded as subject to
compromise
    
    $
    (91,079
    )Intangible asset
    
    
    11,542Accumulated other comprehensive income
    
    
    71,901Contributions made after measurement date
    
    
    5,547Net amount recognized
    
    $
    (2,089
    )
    2006
    
    
    2005
    
    
    2004Service cost
    
    $
    4,263
    
    
    $
    4,628
    
    
    $
    8,560Interest cost
    
    
    15,084
    
    
    
    15,449
    
    
    
    14,505Expected return on plan assets
    
    
    (12,954
    )
    
    
    (15,096
    )
    
    
    (12,179
    )Amortization of transition asset
    
    
    
    
    
    
    
    
    
    
    (5
    )Amortization of prior service cost
    
    
    1,260
    
    
    
    3,378
    
    
    
    4,216Amortization of net (gains) losses
    
    
    3,055
    
    
    
    4,112
    
    
    
    3,741Curtailment loss
    
    
    
    
    
    
    30,647
    
    
    
    Net periodic benefit cost
    
    $
    10,708
    
    
    $
    43,118
    
    
    $
    18,838
   2006
    
    

2005Net actuarial loss
    
    $
    57,228
    
    
    $
    71,901Net prior service cost
    
    
    1,808
    
    
    
    11,542Amount recognized
    
    $
    59,036
    
    
    $
    83,443
 73




---



##### Table of Contents



2006
    
    2005Weighted-average assumptions at each year end:Discount rate
    
    
    5.75
    %
    
    
    5.50
    %Rate of compensation increase
    
    
    4.50
    %
    
    
    4.50
    %
  2006
    
    2005
    
    2004Discount rate
    
    
    5.50
    %
    
    
    5.50
    %
    
    
    5.95
    %Expected return on plan assets
    
    
    7.25
    %
    
    
    8.50
    %
    
    
    8.50
    %Rate of compensation increase
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
  2006
    
    2005
    
    TargetEquity securities
    
    
    57
    %
    
    
    58
    %
    
    
    57
    %Fixed income investments
    
    
    34
    %
    
    
    33
    %
    
    
    34
    %Real estate
    
    
    5
    %
    
    
    5
    %
    
    
    5
    %Cash equivalents
    
    
    4
    %
    
    
    4
    %
    
    
    4
    %
     Supplemental Retirement Plan
  74




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##### Table of Contents



Retirement Plans of Non-U.S. Operations
  Other Post Employment Plans
   2006
    
    
    2005Reconciliation of fair value of plan assets:Fair value of plan assets at the beginning of the year
    
    $
    
    
    
    $
    Employer contributions
    
    
    23,444
    
    
    
    21,719Benefits paid
    
    
    (19,846
    )
    
    
    (21,719
    )Fair value of plan assets at the end of the year
    
    $
    3,598
    
    
    $
    Change in Benefit Obligations:Benefit obligations at the beginning of the year
    
    $
    166,808
    
    
    $
    173,026Service cost
    
    
    125
    
    
    
    505Interest cost
    
    
    7,747
    
    
    
    8,528Plan amendments
    
    
    (50,787
    )
    
    
    (415
    )Actuarial loss (gain)
    
    
    (4,297
    )
    
    
    (356
    )Benefits paid
    
    
    (19,846
    )
    
    
    (21,719
    )Curtailment loss
    
    
    1,046
    
    
    
    7,239Benefit obligations at the end of the year
    
    $
    100,796
    
    
    $
    166,808Funded status
    
    $
    (97,198
    )
    
    $
    (166,808
    )
 75




---



##### Table of Contents



2005Funded Status Reconciliation:Funded status
    
    $
    (166,808
    )Unrecognized actuarial losses
    
    
    84,890Contributions after the measurement date
    
    
    4,565Net amount recognized
    
    $
    (77,353
    )Amount recognized on the balance sheet as of year end:Accrued benefit liability recorded as subject to compromise
    
    $
    (77,353
    )
  2006
    
    
    2005
    
    
    2004Service cost
    
    $
    125
    
    
    $
    505
    
    
    $
    378Interest cost
    
    
    7,747
    
    
    
    8,528
    
    
    
    7,738Amortization of prior service credit
    
    
    (855
    )
    
    
    
    
    
    
    Amortization of actuarial loss
    
    
    6,100
    
    
    
    12,854
    
    
    
    5,981Curtailment loss
    
    
    1,046
    
    
    
    7,239
    
    
    
    141Net periodic benefit cost
    
    $
    14,163
    
    
    $
    29,126
    
    
    $
    14,238
   2006Net
actuarial loss
    
    $
    74,492Net prior
service cost
    
    
    (49,932
    )Amount
recognized
    
    $
    24,560
    Increase
    
    DecreaseOne percentage point change:Effect on total service and interest cost components
    
    $
    123
    
    
    $
    114Effect on the benefit obligation
    
    
    
    
    
    
    
    76




---



##### Table of Contents



Employers Accounting for
Postretirement Benefits other than Pensions,
 77




---



##### Table of Contents



13. Related Party Transactions
  14. Segment Information
  NorthAmerica
    
    International
    
    Total2006:Revenues
    
    $
    1,171,475
    
    
    $
    1,367,968
    
    
    $
    2,539,443Interest expense, net
    
    
    60,430
    
    
    
    34,901
    
    
    
    95,331Operating income (loss)
    
    
    (105,145
    )
    
    
    54,025
    
    
    
    (51,120
    )Total assets
    
    
    942,969
    
    
    
    1,164,025
    
    
    
    2,106,994Capital expenditures
    
    
    60,572
    
    
    
    58,610
    
    
    
    119,182Depreciation expense
    
    
    89,069
    
    
    
    73,722
    
    
    
    162,791Restructuring and asset impairment
charges, net
    
    
    53,676
    
    
    
    16,827
    
    
    
    70,503Chapter 11 and related reorganization items
    
    
    66,224
    
    
    
    
    
    
    
    66,224Income (loss) before provision (benefit)
for income taxes
    
    
    (231,799
    )
    
    
    19,124
    
    
    
    (212,675
    )Provision for income taxes
    
    
    3,019
    
    
    
    8,684
    
    
    
    11,7032005:Revenues
    
    $
    1,643,108
    
    
    $
    1,289,101
    
    
    $
    2,932,209Interest expense, net
    
    
    69,382
    
    
    
    32,421
    
    
    
    101,803Operating income (loss)
    
    
    (141,980
    )
    
    
    63,633
    
    
    
    (78,347
    )Total assets
    
    
    1,156,513
    
    
    
    1,134,713
    
    
    
    2,291,226Capital expenditures
    
    
    45,139
    
    
    
    78,392
    
    
    
    123,531Depreciation expense
    
    
    100,143
    
    
    
    73,003
    
    
    
    173,146Restructuring and asset impairment
charges, net
    
    
    113,768
    
    
    
    2,624
    
    
    
    116,392Chapter 11 and related reorganization items
    
    
    167,438
    
    
    
    
    
    
    
    167,438Income (loss) before provision (benefit)
for income taxes
    
    
    (378,800
    )
    
    
    31,212
    
    
    
    (347,588
    )Provision (benefit) for income taxes
    
    
    (2,102
    )
    
    
    18,540
    
    
    
    16,4382004:Revenues
    
    $
    1,732,603
    
    
    $
    1,095,948
    
    
    $
    2,828,551Interest expense, net
    
    
    126,425
    
    
    
    13,543
    
    
    
    139,968Operating income (loss)
    
    
    (337,836
    )
    
    
    81,804
    
    
    
    (256,032
    )Total assets
    
    
    1,438,858
    
    
    
    1,124,480
    
    
    
    2,563,338Capital expenditures
    
    
    144,663
    
    
    
    66,263
    
    
    
    210,926Depreciation expense
    
    
    90,524
    
    
    
    56,065
    
    
    
    146,589Restructuring and asset impairment
charges, net
    
    
    (1,384
    )
    
    
    671
    
    
    
    (713
    )Goodwill impairment charge
    
    
    337,230
    
    
    
    
    
    
    
    337,230
 78




---



##### Table of Contents



NorthAmerica
    
    International
    
    TotalIncome (loss) before provision (benefit)
for income taxes
    
    
    (436,730
    )
    
    
    44,590
    
    
    
    (392,140
    )Provision (benefit) for income taxes
    
    
    176,373
    
    
    
    (1,575
    )
    
    
    174,798
  79




---



##### Table of Contents



Years Ended and End of Year December 31,2006
    
    
    2005
    
    
    2004Long-Lived
    
    
    
    
    
    
    Long-Lived
    
    
    
    
    
    
    Long-LivedRevenues
    
    
    Assets
    
    
    Revenues
    
    
    Assets
    
    
    Revenues
    
    
    AssetsNorth America
    
    $
    1,171,475
    
    
    $
    484,962
    
    
    $
    1,643,108
    
    
    $
    540,131
    
    
    $
    1,732,603
    
    
    $
    689,628Europe
    
    
    806,431
    
    
    
    253,964
    
    
    
    752,042
    
    
    
    237,086
    
    
    
    643,244
    
    
    
    257,268Asia
    
    
    443,426
    
    
    
    198,384
    
    
    
    441,128
    
    
    
    234,651
    
    
    
    391,530
    
    
    
    236,191South America
    
    
    118,111
    
    
    
    25,128
    
    
    
    95,931
    
    
    
    18,549
    
    
    
    61,174
    
    
    
    14,218$
    2,539,443
    
    
    $
    962,438
    
    
    $
    2,932,209
    
    
    $
    1,030,417
    
    
    $
    2,828,551
    
    
    $
    1,197,305
   Years Ended December 31,2006
    
    
    2005
    
    
    2004Body structures and assemblies
    
    $
    1,498,800
    
    
    $
    1,492,001
    
    
    $
    1,255,980Complex body-in-white assemblies
    
    
    323,053
    
    
    
    393,719
    
    
    
    233,853Lower vehicle frames and structures
    
    
    513,501
    
    
    
    777,365
    
    
    
    872,873Chassis modules and systems
    
    
    41,457
    
    
    
    51,798
    
    
    
    162,841Suspension components
    
    
    130,748
    
    
    
    179,687
    
    
    
    243,842Other
    
    
    31,884
    
    
    
    37,639
    
    
    
    59,162$
    2,539,443
    
    
    $
    2,932,209
    
    
    $
    2,828,551
  2006
    
    2005
    
    2004Ford Motor Company
    
    
    28
    %
    
    
    33
    %
    
    
    38
    %Hyundai/Kia
    
    
    13
    %
    
    
    12
    %
    
    
    11
    %Renault/Nissan
    
    
    11
    %
    
    
    12
    %
    
    
    6
    %DaimlerChrysler
    
    
    10
    %
    
    
    12
    %
    
    
    16
    %
  80




---



##### Table of Contents



15. Commitments and Contingencies
 Leases
  Year
    
    Operating Leases
    
    
    Capital Leases2007
    
    
    35,366
    
    
    
    5,8842008
    
    
    33,033
    
    
    
    6,2822009
    
    
    31,041
    
    
    
    11,3332010
    
    
    20,720
    
    
    
    2,0482011
    
    
    12,112
    
    
    
    1,956Thereafter
    
    
    59,659
    
    
    
    16,387$
    191,931
    
    
    
    43,890Less-amount representing interest
    
    
    
    
    
    
    (10,686
    )Present value of minimum lease payments
    
    
    
    
    
    $
    33,204
  Purchase Commitments
  Key Employee Retention Plan Agreements
   Settlement
 81




---



##### Table of Contents



Environmental Matters
   Litigation
     82




---



##### Table of Contents



16. Quarterly Financial Data (Unaudited)
  Loss
    
     
    (Loss)Before
    
    
    Per Share BeforeGross
    
    
    Accounting
    
    
    AccountingRevenues
    
    
    Profit
    
    
    Change
    
    
    Change2006:First
    
    $
    670,759
    
    
    $
    48,892
    
    
    $
    (10,337
    )
    
    $
    (0.18
    )Second
    
    
    677,473
    
    
    
    56,547
    
    
    
    (75,385
    )
    
    
    (1.29
    )Third
    
    
    561,049
    
    
    
    7,525
    
    
    
    (65,165
    )
    
    
    (1.11
    )Fourth
    
    
    630,162
    
    
    
    37,194
    
    
    
    (51,179
    )
    
    
    (0.86
    )$
    2,539,443
    
    
    $
    150,158
    
    
    $
    (202,066
    )
    
    $
    (3.44
    )2005:First
    
    $
    824,093
    
    
    $
    66,593
    
    
    $
    (98,798
    )
    
    $
    (1.68
    )Second
    
    
    838,453
    
    
    
    79,477
    
    
    
    (133,650
    )
    
    
    (2.28
    )Third
    
    
    631,849
    
    
    
    21,821
    
    
    
    (76,556
    )
    
    
    (1.31
    )Fourth
    
    
    637,814
    
    
    
    12,221
    
    
    
    (56,516
    )
    
    
    (0.96
    )$
    2,932,209
    
    
    $
    180,112
    
    
    $
    (365,520
    )
    
    $
    (6.23
    )
  17. Subsequent Events
    83




---



##### Table of Contents



18. Consolidating Guarantor and Non-Guarantor Financial Information
  84




---



##### Table of Contents



TOWER AUTOMOTIVE, INC.
Consolidating Balance Sheet at December 31, 2006
(Amounts in thousands)
 Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Restricted Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    5,691
    
    
    $
    
    
    
    $
    14
    
    
    $
    58,420
    
    
    $
    150
    
    
    $
    
    
    
    $
    64,275Accounts receivable
    
    
    2,072
    
    
    
    2,812
    
    
    
    76,829
    
    
    
    234,137
    
    
    
    23,800
    
    
    
    
    
    
    
    339,650Inventories
    
    
    
    
    
    
    
    
    
    
    43,438
    
    
    
    53,810
    
    
    
    9,938
    
    
    
    
    
    
    
    107,186Prepaid tooling and other
    
    
    2,929
    
    
    
    
    
    
    
    20,479
    
    
    
    43,069
    
    
    
    27,541
    
    
    
    
    
    
    
    94,018Assets of discontinued operations
    
    
    
    
    
    
    
    
    
    
    24,738
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,738Total current assets
    
    
    10,692
    
    
    
    2,812
    
    
    
    165,498
    
    
    
    389,436
    
    
    
    61,429
    
    
    
    
    
    
    
    629,867Property, plant and equipment, net
    
    
    381
    
    
    
    
    
    
    
    474,516
    
    
    
    317,585
    
    
    
    160,460
    
    
    
    
    
    
    
    952,942Investments in and advances to (from) affiliates
    
    
    493,126
    
    
    
    (273,896
    )
    
    
    (808,881
    )
    
    
    20,898
    
    
    
    (5,028
    )
    
    
    826,951
    
    
    
    253,170Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    169,617
    
    
    
    
    
    
    
    
    
    
    
    169,617Other assets, net
    
    
    9,357
    
    
    
    
    
    
    
    23,003
    
    
    
    53,654
    
    
    
    15,384
    
    
    
    
    
    
    
    101,398$
    513,556
    
    
    $
    (271,084
    )
    
    $
    (145,864
    )
    
    $
    951,190
    
    
    $
    232,245
    
    
    $
    826,951
    
    
    $
    2,106,994Liabilities and Stockholders Investment (Deficit)Current liabilities not subject to compromise:Current maturities of long-term debt and capital lease obligations
    
    $
    
    
    
    $
    
    
    
    $
    4
    
    
    $
    10,261
    
    
    $
    72,584
    
    
    $
    
    
    
    $
    82,849Current portion debtor-in-possession borrowings
    
    
    595,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    595,000Accounts payable
    
    
    11,670
    
    
    
    
    
    
    
    90,134
    
    
    
    182,203
    
    
    
    61,289
    
    
    
    
    
    
    
    345,296Accrued liabilities
    
    
    32,647
    
    
    
    
    
    
    
    59,675
    
    
    
    67,768
    
    
    
    6,664
    
    
    
    
    
    
    
    166,754Liabilities of discontinued operations
    
    
    
    
    
    
    
    
    
    
    20,503
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,503Total current liabilities
    
    
    639,317
    
    
    
    
    
    
    
    170,316
    
    
    
    260,232
    
    
    
    140,537
    
    
    
    
    
    
    
    1,210,402Liabilities subject to compromise
    
    
    624,238
    
    
    
    391,588
    
    
    
    285,319
    
    
    
    
    
    
    
    
    
    
    
    (16,363
    )
    
    
    1,284,782Non-current liabilities not subject to compromise:Long-term debt, net of current maturities
    
    
    40,986
    
    
    
    
    
    
    
    43,765
    
    
    
    4,023
    
    
    
    44,836
    
    
    
    
    
    
    
    133,610Obligations under capital leases, net of current maturities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,852
    
    
    
    
    
    
    
    
    
    
    
    29,852Other non-current liabilities
    
    
    559
    
    
    
    
    
    
    
    21,217
    
    
    
    78,138
    
    
    
    11,106
    
    
    
    
    
    
    
    111,020Total non-current liabilities
    
    
    41,545
    
    
    
    
    
    
    
    64,982
    
    
    
    112,013
    
    
    
    55,942
    
    
    
    
    
    
    
    274,482Stockholders investment (deficit)
    
    
    (791,544
    )
    
    
    (662,672
    )
    
    
    (666,481
    )
    
    
    578,945
    
    
    
    35,766
    
    
    
    843,314
    
    
    
    (662,672
    )$
    513,556
    
    
    $
    (271,084
    )
    
    $
    (145,864
    )
    
    $
    951,190
    
    
    $
    232,245
    
    
    $
    826,951
    
    
    $
    2,106,994
 85




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##### Table of Contents



TOWER AUTOMOTIVE, INC.
Consolidating Statement of Operations for the Year Ended December 31, 2006
(Amounts in thousands)
 Non-Guarantor
    
    
    Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    
    
    
    $
    
    
    
    $
    1,149,319
    
    
    $
    1,039,387
    
    
    $
    350,737
    
    
    $
    
    
    
    $
    2,539,443Cost of sales
    
    
    (7,587
    )
    
    
    
    
    
    
    1,133,197
    
    
    
    920,867
    
    
    
    342,808
    
    
    
    
    
    
    
    2,389,285Gross profit
    
    
    7,587
    
    
    
    
    
    
    
    16,122
    
    
    
    118,520
    
    
    
    7,929
    
    
    
    
    
    
    
    150,158Selling, general and administrative expenses
    
    
    (47,524
    )
    
    
    
    
    
    
    119,490
    
    
    
    49,603
    
    
    
    9,948
    
    
    
    
    
    
    
    131,517Restructuring and asset impairment charges, net
    
    
    (170
    )
    
    
    (15,284
    )
    
    
    50,000
    
    
    
    29,506
    
    
    
    6,451
    
    
    
    
    
    
    
    70,503Other operating expense/(income)
    
    
    6,900
    
    
    
    
    
    
    
    (12,648
    )
    
    
    5,006
    
    
    
    
    
    
    
    
    
    
    
    (742
    )Operating income (loss)
    
    
    48,381
    
    
    
    15,284
    
    
    
    (140,720
    )
    
    
    34,405
    
    
    
    (8,470
    )
    
    
    
    
    
    
    (51,120
    )Interest expense
    
    
    85,041
    
    
    
    
    
    
    
    3,196
    
    
    
    2,169
    
    
    
    7,998
    
    
    
    
    
    
    
    98,404Interest income
    
    
    (2,465
    )
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    (614
    )
    
    
    
    
    
    
    (3,073
    )Intercompany interest expense/(income)
    
    
    (27,297
    )
    
    
    
    
    
    
    
    
    
    
    28,668
    
    
    
    (1,371
    )
    
    
    
    
    
    
    Chapter 11 and related reorganization items
    
    
    35,807
    
    
    
    68
    
    
    
    30,349
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    66,224Income (loss) before provision for income taxes,
equity in
earnings of joint ventures, and minority interest
    
    
    (42,705
    )
    
    
    15,216
    
    
    
    (174,265
    )
    
    
    3,562
    
    
    
    (14,483
    )
    
    
    
    
    
    
    (212,675
    )Provision (benefit) for income taxes
    
    
    (52,259
    )
    
    
    4,065
    
    
    
    50,918
    
    
    
    11,881
    
    
    
    (2,902
    )
    
    
    
    
    
    
    11,703Income (loss) before equity in earnings of joint
ventures and subsidiaries and minority interest
    
    
    9,554
    
    
    
    11,151
    
    
    
    (225,183
    )
    
    
    (8,319
    )
    
    
    (11,581
    )
    
    
    
    
    
    
    (224,378
    )Equity (losses) earnings in joint ventures
and subsidiaries, net
    
    
    (222,771
    )
    
    
    (213,217
    )
    
    
    
    
    
    
    24,837
    
    
    
    
    
    
    
    436,089
    
    
    
    24,938Minority interest, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,678
    )
    
    
    
    
    
    
    
    
    
    
    (6,678
    )Income (loss) from continuing operations
    
    
    (213,217
    )
    
    
    (202,066
    )
    
    
    (225,183
    )
    
    
    9,840
    
    
    
    (11,581
    )
    
    
    436,089
    
    
    
    (206,118
    )Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    4,052
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,052Net income (loss)
    
    $
    (213,217
    )
    
    $
    (202,066
    )
    
    $
    (221,131
    )
    
    $
    9,840
    
    
    $
    (11,581
    )
    
    $
    436,089
    
    
    $
    (202,066
    )
 86




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##### Table of Contents



TOWER AUTOMOTIVE, INC.
Consolidating Statement of Cash Flows for the Year Ended December 31, 2006
(Amounts in thousands  unaudited)
 Non-Guarantor
    
    
    Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedOPERATING ACTIVITIES:Net income (loss)
    
    $
    (213,217
    )
    
    $
    (202,066
    )
    
    $
    (221,131
    )
    
    $
    9,840
    
    
    $
    (11,581
    )
    
    $
    436,089
    
    
    $
    (202,066
    )Adjustments required to reconcile net income (loss) to net cash
provided by (used in) operating activitiesNon-cash chapter 11 and related reorganization expenses, net
    
    
    6,679
    
    
    
    68
    
    
    
    29,549
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,296Non-cash restructuring and impairment, net
    
    
    
    
    
    
    
    
    
    
    26,107
    
    
    
    15,762
    
    
    
    6,035
    
    
    
    
    
    
    
    47,904Depreciation
    
    
    214
    
    
    
    
    
    
    
    93,976
    
    
    
    46,322
    
    
    
    27,953
    
    
    
    
    
    
    
    168,465Deferred income tax provision (benefit)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,439
    )
    
    
    3,052
    
    
    
    
    
    
    
    (6,387
    )Equity in earnings of joint ventures and subsidiaries, net
    
    
    222,767
    
    
    
    213,217
    
    
    
    
    
    
    
    (24,833
    )
    
    
    
    
    
    
    (436,089
    )
    
    
    (24,938
    )Non-cash minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,117
    
    
    
    
    
    
    
    
    
    
    
    2,117Changes in working capital and other operating items
    
    
    (75,452
    )
    
    
    (11,219
    )
    
    
    124,369
    
    
    
    2,340
    
    
    
    6,406
    
    
    
    
    
    
    
    46,444Net cash provided by (used in) operating activities
    
    
    (59,009
    )
    
    
    
    
    
    
    52,870
    
    
    
    42,109
    
    
    
    31,865
    
    
    
    
    
    
    
    67,835INVESTING ACTIVITIES:Cash disbursed for purchases of property, plant and equipment
    
    
    
    
    
    
    
    
    
    
    (59,559
    )
    
    
    (38,797
    )
    
    
    (28,227
    )
    
    
    
    
    
    
    (126,583
    )Cash proceeds from asset disposal
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    32,664
    
    
    
    
    
    
    
    52,664Net cash provided by (used in) investing activities
    
    
    
    
    
    
    
    
    
    
    (39,559
    )
    
    
    (38,797
    )
    
    
    4,437
    
    
    
    
    
    
    
    (73,919
    )FINANCING ACTIVITIES:Proceeds from borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,159
    
    
    
    39,961
    
    
    
    
    
    
    
    52,120Repayments of borrowings
    
    
    (2
    )
    
    
    
    
    
    
    (13,453
    )
    
    
    (21,841
    )
    
    
    (76,256
    )
    
    
    
    
    
    
    (111,552
    )Proceeds from DIP credit facility
    
    
    653,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    653,000Repayments of DIP credit facility borrowings
    
    
    (589,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (589,000
    )Net cash provided by (used in) financing activities
    
    
    63,998
    
    
    
    
    
    
    
    (13,453
    )
    
    
    (9,682
    )
    
    
    (36,295
    )
    
    
    
    
    
    
    4,568NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    4,989
    
    
    
    
    
    
    
    (142
    )
    
    
    (6,370
    )
    
    
    7
    
    
    
    
    
    
    
    (1,516
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    702
    
    
    
    
    
    
    
    156
    
    
    
    64,790
    
    
    
    143
    
    
    
    
    
    
    
    65,791CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    5,691
    
    
    $
    
    
    
    $
    14
    
    
    $
    58,420
    
    
    $
    150
    
    
    $
    
    
    
    $
    64,275
 87




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##### Table of Contents



TOWER AUTOMOTIVE, INC.
Consolidating Balance Sheet at December 31, 2005
(Amounts in thousands)
 Non-Guarantor
    
    
    Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    702
    
    
    $
    
    
    
    $
    156
    
    
    $
    64,790
    
    
    $
    143
    
    
    $
    
    
    
    $
    65,791Accounts receivable
    
    
    3,381
    
    
    
    3,210
    
    
    
    147,391
    
    
    
    168,600
    
    
    
    21,234
    
    
    
    
    
    
    
    343,816Inventories
    
    
    
    
    
    
    
    
    
    
    52,086
    
    
    
    48,114
    
    
    
    15,251
    
    
    
    
    
    
    
    115,451Prepaid tooling and other
    
    
    5,119
    
    
    
    
    
    
    
    60,397
    
    
    
    88,555
    
    
    
    31,209
    
    
    
    
    
    
    
    185,280Assets of discontinued operations
    
    
    
    
    
    
    
    
    
    
    27,572
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,572Total current assets
    
    
    9,202
    
    
    
    3,210
    
    
    
    287,602
    
    
    
    370,059
    
    
    
    67,837
    
    
    
    
    
    
    
    737,910Property, plant and equipment, net
    
    
    602
    
    
    
    
    
    
    
    515,007
    
    
    
    303,853
    
    
    
    196,343
    
    
    
    
    
    
    
    1,015,805Investments in and advances to (from) affiliates
    
    
    601,229
    
    
    
    (99,312
    )
    
    
    (749,021
    )
    
    
    55,675
    
    
    
    (3,124
    )
    
    
    423,187
    
    
    
    228,634Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    153,037
    
    
    
    
    
    
    
    
    
    
    
    153,037Other assets, net
    
    
    27,386
    
    
    
    
    
    
    
    30,937
    
    
    
    53,787
    
    
    
    18,105
    
    
    
    
    
    
    
    130,215Assets of discontinued operations
    
    
    
    
    
    
    
    
    
    
    25,625
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,625$
    638,419
    
    
    $
    (96,102
    )
    
    $
    110,150
    
    
    $
    936,411
    
    
    $
    279,161
    
    
    $
    423,187
    
    
    $
    2,291,226Liabilities and Stockholders Investment (Deficit)Current liabilities not subject to compromise:Current maturities of long-term debt and capital lease obligations
    
    $
    
    
    
    $
    
    
    
    $
    11
    
    
    $
    11,074
    
    
    $
    126,424
    
    
    $
    
    
    
    $
    137,509Accounts payable
    
    
    5,372
    
    
    
    
    
    
    
    122,081
    
    
    
    186,821
    
    
    
    57,926
    
    
    
    
    
    
    
    372,200Accrued liabilities
    
    
    25,211
    
    
    
    
    
    
    
    60,699
    
    
    
    65,408
    
    
    
    16,742
    
    
    
    
    
    
    
    168,060Liabilities of discontinued operations
    
    
    
    
    
    
    
    
    
    
    22,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,050Total current liabilities
    
    
    30,583
    
    
    
    
    
    
    
    204,841
    
    
    
    263,303
    
    
    
    201,092
    
    
    
    
    
    
    
    699,819Liabilities subject to compromise
    
    
    622,302
    
    
    
    391,521
    
    
    
    286,757
    
    
    
    
    
    
    
    
    
    
    
    (16,363
    )
    
    
    1,284,217Non-current liabilities not subject to compromise:Long-term debt, net of current maturities
    
    
    40,986
    
    
    
    
    
    
    
    43,768
    
    
    
    6,608
    
    
    
    16,461
    
    
    
    
    
    
    
    107,823Debtor-in-possession borrowings
    
    
    531,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    531,000Obligations under capital leases, net of current maturities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,308
    
    
    
    
    
    
    
    
    
    
    
    30,308Other non-current liabilities
    
    
    11,963
    
    
    
    
    
    
    
    20,135
    
    
    
    76,968
    
    
    
    16,616
    
    
    
    
    
    
    
    125,682Total non-current liabilities
    
    
    583,949
    
    
    
    
    
    
    
    63,903
    
    
    
    113,884
    
    
    
    33,077
    
    
    
    
    
    
    
    794,813Stockholders investment (deficit)
    
    
    (598,415
    )
    
    
    (487,623
    )
    
    
    (445,351
    )
    
    
    559,224
    
    
    
    44,992
    
    
    
    439,550
    
    
    
    (487,623
    )$
    638,419
    
    
    $
    (96,102
    )
    
    $
    110,150
    
    
    $
    936,411
    
    
    $
    279,161
    
    
    $
    423,187
    
    
    $
    2,291,226
 88




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##### Table of Contents



TOWER AUTOMOTIVE, INC.  Consolidating Statement of Operations for the Year Ended December 31, 2005  (Amounts in thousands)
 Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Restricted Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    
    
    
    $
    
    
    
    $
    1,601,736
    
    
    $
    958,039
    
    
    $
    372,434
    
    
    $
    
    
    
    $
    2,932,209Cost of sales
    
    
    (7,158
    )
    
    
    
    
    
    
    1,546,737
    
    
    
    845,201
    
    
    
    367,317
    
    
    
    
    
    
    
    2,752,097Gross profit
    
    
    7,158
    
    
    
    
    
    
    
    54,999
    
    
    
    112,838
    
    
    
    5,117
    
    
    
    
    
    
    
    180,112Selling, general and administrative expenses
    
    
    (6,634
    )
    
    
    
    
    
    
    98,815
    
    
    
    46,116
    
    
    
    11,426
    
    
    
    
    
    
    
    149,723Restructuring and asset impairment charge
    
    
    705
    
    
    
    (6,281
    )
    
    
    119,344
    
    
    
    2,624
    
    
    
    
    
    
    
    
    
    
    
    116,392Other expense/(income)
    
    
    (51,523
    )
    
    
    
    
    
    
    39,303
    
    
    
    4,564
    
    
    
    
    
    
    
    
    
    
    
    (7,656
    )Operating income (loss)
    
    
    64,610
    
    
    
    6,281
    
    
    
    (202,463
    )
    
    
    59,534
    
    
    
    (6,309
    )
    
    
    
    
    
    
    (78,347
    )Interest expense
    
    
    85,811
    
    
    
    2,221
    
    
    
    1,949
    
    
    
    4,975
    
    
    
    8,323
    
    
    
    
    
    
    
    103,279Interest income
    
    
    (149
    )
    
    
    
    
    
    
    (2
    )
    
    
    (611
    )
    
    
    (714
    )
    
    
    
    
    
    
    (1,476
    )Intercompany interest expense/(income)
    
    
    (28,674
    )
    
    
    
    
    
    
    6,335
    
    
    
    23,618
    
    
    
    (1,279
    )
    
    
    
    
    
    
    Chapter 11 and related reorganization items
    
    
    65,471
    
    
    
    375
    
    
    
    101,592
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    167,438Income (loss) before provision for income taxes, equity in
earnings of joint ventures and minority interest
    
    
    (57,849
    )
    
    
    3,685
    
    
    
    (312,337
    )
    
    
    31,552
    
    
    
    (12,639
    )
    
    
    
    
    
    
    (347,588
    )Provision (benefit) for income taxes
    
    
    (9,339
    )
    
    
    
    
    
    
    
    
    
    
    27,015
    
    
    
    (1,238
    )
    
    
    
    
    
    
    16,438Income (loss) before equity in earnings of joint ventures and
subsidiaries and minority interest
    
    
    (48,510
    )
    
    
    3,685
    
    
    
    (312,337
    )
    
    
    4,537
    
    
    
    (11,401
    )
    
    
    
    
    
    
    (364,026
    )Equity (losses) earnings in joint ventures and subsidiaries, net
    
    
    (328,547
    )
    
    
    (377,057
    )
    
    
    
    
    
    
    17,110
    
    
    
    
    
    
    
    705,647
    
    
    
    17,153Minority interest, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,994
    )
    
    
    
    
    
    
    
    
    
    
    (4,994
    )Income (loss) from continuing operatinos
    
    
    (377,057
    )
    
    
    (373,372
    )
    
    
    (312,337
    )
    
    
    16,653
    
    
    
    (11,401
    )
    
    
    705,647
    
    
    
    (351,867
    )Loss from discontinued operatinos
    
    
    
    
    
    
    
    
    
    
    (13,653
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,653
    )Income (loss) before cumulative effect of accounting change
    
    
    (377,057
    )
    
    
    (373,372
    )
    
    
    (325,990
    )
    
    
    16,653
    
    
    
    (11,401
    )
    
    
    705,647
    
    
    
    (365,520
    )Cumulative effect of accounting change, net of tax
    
    
    
    
    
    
    
    
    
    
    (6,547
    )
    
    
    (1,116
    )
    
    
    (189
    )
    
    
    
    
    
    
    (7,852
    )Net income (loss)
    
    $
    (377,057
    )
    
    $
    (373,372
    )
    
    $
    (332,537
    )
    
    $
    15,537
    
    
    $
    (11,590
    )
    
    $
    705,647
    
    
    $
    (373,372
    )
 89




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##### Table of Contents



TOWER AUTOMOTIVE, INC.  Consolidating Statement of Cash Flows for the Year Ended December 31, 2005  (Amounts in thousands)
 Non-Guarantor
    
    
    Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedOPERATING ACTIVITIES:Net income (loss)
    
    $
    (377,057
    )
    
    $
    (373,372
    )
    
    $
    (332,537
    )
    
    $
    15,537
    
    
    $
    (11,590
    )
    
    $
    705,647
    
    
    $
    (373,372
    )Adjustments required to reconcile net income (loss) to net cash
provided by (used in) operating activitiesCumulative effect of change in accounting principle
    
    
    
    
    
    
    
    
    
    
    6,547
    
    
    
    1,116
    
    
    
    189
    
    
    
    
    
    
    
    7,852Non-cash chapter 11 and related reorganization expenses, net
    
    
    41,171
    
    
    
    375
    
    
    
    101,593
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143,139Non-cash restructuring and asset impairment charges, net
    
    
    
    
    
    
    
    
    
    
    121,084
    
    
    
    1,567
    
    
    
    
    
    
    
    
    
    
    
    122,651Depreciation
    
    
    331
    
    
    
    
    
    
    
    103,987
    
    
    
    43,746
    
    
    
    30,623
    
    
    
    
    
    
    
    178,687Deferred income tax provision (benefit)
    
    
    (29,214
    )
    
    
    
    
    
    
    (11,161
    )
    
    
    38,781
    
    
    
    (380
    )
    
    
    
    
    
    
    (1,974
    )Equity in earnings of joint ventures and subsidiaries, net
    
    
    328,547
    
    
    
    377,057
    
    
    
    
    
    
    
    (17,110
    )
    
    
    
    
    
    
    (705,647
    )
    
    
    (17,153
    )Non-cash minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,430
    
    
    
    
    
    
    
    
    
    
    
    3,430Changes in working capital and other operating items
    
    
    (219,535
    )
    
    
    (4,060
    )
    
    
    81,698
    
    
    
    9,696
    
    
    
    8,993
    
    
    
    
    
    
    
    (123,208
    )Net cash provided by (used in) operating activities
    
    
    (255,757
    )
    
    
    
    
    
    
    71,211
    
    
    
    96,763
    
    
    
    27,835
    
    
    
    
    
    
    
    (59,948
    )INVESTING ACTIVITIES:Cash disbursed for purchases of property, plant and equipment
    
    
    
    
    
    
    
    
    
    
    (65,167
    )
    
    
    (57,450
    )
    
    
    (30,027
    )
    
    
    
    
    
    
    (152,644
    )Net cash used in investing activities
    
    
    
    
    
    
    
    
    
    
    (65,167
    )
    
    
    (57,450
    )
    
    
    (30,027
    )
    
    
    
    
    
    
    (152,644
    )FINANCING ACTIVITIES:Proceeds from borrowings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,414
    
    
    
    39,738
    
    
    
    
    
    
    
    56,152Repayments of borrowings
    
    
    (425,000
    )
    
    
    
    
    
    
    (5,371
    )
    
    
    (32,885
    )
    
    
    (37,474
    )
    
    
    
    
    
    
    (500,730
    )Proceeds from DIP credit facility
    
    
    1,293,507
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,293,507Repayments of DIP credit facility borrowings
    
    
    (719,647
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (719,647
    )Net cash provided by (used in) financing activities
    
    
    148,860
    
    
    
    
    
    
    
    (5,371
    )
    
    
    (16,471
    )
    
    
    2,264
    
    
    
    
    
    
    
    129,282NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    (106,897
    )
    
    
    
    
    
    
    673
    
    
    
    22,842
    
    
    
    72
    
    
    
    
    
    
    
    (83,310
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    107,599
    
    
    
    

    
    
    
    (517
    )
    
    
    41,948
    
    
    
    71
    
    
    
    
    
    
    
    149,101CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    702
    
    
    $
    
    
    
    $
    156
    
    
    $
    64,790
    
    
    $
    143
    
    
    $
    
    
    
    $
    65,791
 90




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##### Table of Contents



TOWER AUTOMOTIVE, INC.  Consolidating Statement of Operations for the Year Ended December 31, 2004  (Amounts in thousands)
 Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Non-Guarantor
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Restricted Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    726
    
    
    $
    
    
    
    $
    1,693,282
    
    
    $
    816,524
    
    
    $
    318,019
    
    
    $
    
    
    
    $
    2,828,551Cost of sales
    
    
    (3,948
    )
    
    
    
    
    
    
    1,601,565
    
    
    
    714,245
    
    
    
    291,954
    
    
    
    
    
    
    
    2,603,816Gross profit
    
    
    4,674
    
    
    
    
    
    
    
    91,717
    
    
    
    102,279
    
    
    
    26,065
    
    
    
    
    
    
    
    224,735Selling, general and administrative expenses
    
    
    (1,596
    )
    
    
    
    
    
    
    98,883
    
    
    
    37,220
    
    
    
    10,710
    
    
    
    
    
    
    
    145,217Restructuring and asset impairment charge, net
    
    
    1,859
    
    
    
    
    
    
    
    (3,243
    )
    
    
    
    
    
    
    671
    
    
    
    
    
    
    
    (713
    )Other operating expense/(income)
    
    
    
    
    
    
    
    
    
    
    (967
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (967
    )Goodwill impairment charges
    
    
    
    
    
    
    
    
    
    
    326,309
    
    
    
    10,921
    
    
    
    
    
    
    
    
    
    
    
    337,230Operating income (loss)
    
    
    4,411
    
    
    
    
    
    
    
    (329,265
    )
    
    
    54,138
    
    
    
    14,684
    
    
    
    
    
    
    
    (256,032
    )Interest expense
    
    
    95,910
    
    
    
    30,141
    
    
    
    260
    
    
    
    5,968
    
    
    
    9,456
    
    
    
    
    
    
    
    141,735Interest income
    
    
    (552
    )
    
    
    
    
    
    
    
    
    
    
    (425
    )
    
    
    (790
    )
    
    

    
    
    
    
    (1,767
    )Unrealized gain on derivative
    
    
    
    
    
    
    (3,860
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,860
    )Income (loss) before provision for income taxes, equity in
earnings of joint ventures and minority interest
    
    
    (90,947
    )
    
    
    (26,281
    )
    
    
    (329,525
    )
    
    
    48,595
    
    
    
    6,018
    
    
    
    
    
    
    
    (392,140
    )Provision (benefit) for income taxes
    
    
    158,875
    
    
    
    21,716
    
    
    
    (1,783
    )
    
    
    (14,886
    )
    
    
    10,876
    
    
    
    
    
    
    
    174,798Income (loss) before equity in earnings of joint ventures
and subsidiaries, minority interest and gain on sale of
joint venture
    
    
    (249,822
    )
    
    
    (47,997
    )
    
    
    (327,742
    )
    
    
    63,481
    
    
    
    (4,858
    )
    
    
    
    
    
    
    (566,938
    )Equity earnings (losses) in joint ventures and
subsidiaries, net
    
    
    (263,532
    )
    
    
    (503,622
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    780,524
    
    
    
    13,370Gain on sale of joint venture investment
    
    
    9,732
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,732Minority interest, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,754
    )
    
    
    
    
    
    
    
    
    
    
    (5,754
    )Income (loss) from continuing operations
    
    
    (503,622
    )
    
    
    (551,619
    )
    
    
    (327,742
    )
    
    
    57,727
    
    
    
    (4,858
    )
    
    
    780,524
    
    
    
    (549,590
    )Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (2,029
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,029
    )Net income (loss)
    
    $
    (503,622
    )
    
    $
    (551,619
    )
    
    $
    (329,771
    )
    
    $
    57,727
    
    
    $
    (4,858
    )
    
    $
    780,524
    
    
    $
    (551,619
    )
 91




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##### Table of Contents



TOWER AUTOMOTIVE, INC.  Consolidating Statement of Cash Flows for the Year Ended December 31, 2004  (Amounts in thousands)
 Non-Guarantor
    
    
    Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedOPERATING ACTIVITIES:Net income (loss)
    
    $
    (503,622
    )
    
    $
    (551,619
    )
    
    $
    (329,771
    )
    
    $
    57,727
    
    
    $
    (4,858
    )
    
    $
    780,524
    
    
    $
    (551,619
    )Adjustments required to reconcile net income (loss) to net cash
provided by (used in) operating activitiesGoodwill impairment charges
    
    
    
    
    
    
    
    
    
    
    326,309
    
    
    
    10,921
    
    
    
    
    
    
    
    
    
    
    
    337,230Non-cash restructuring and asset impairment charges, net
    
    
    
    
    
    
    
    
    
    
    (6,276
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,276
    )Depreciation
    
    
    662
    
    
    
    
    
    
    
    94,211
    
    
    
    41,326
    
    
    
    15,957
    
    
    
    
    
    
    
    152,156Deferred income tax provision (benefit)
    
    
    128,966
    
    
    
    21,716
    
    
    
    38,234
    
    
    
    (10,715
    )
    
    
    (13,347
    )
    
    
    
    
    
    
    164,854Gain on sale of joint venture
    
    
    (9,732
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,732
    )Equity in earnings of joint ventures and subsidiaries, net
    
    
    (13,370
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,370
    )Non-cash minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,704
    
    
    
    
    
    
    
    
    
    
    
    2,704Changes in working capital and other operating items
    
    
    903,048
    
    
    
    (28,879
    )
    
    
    (115,324
    )
    
    
    (52,042
    )
    
    
    32,598
    
    
    
    (780,524
    )
    
    
    (41,123
    )Net cash provided by (used in) operating activities
    
    
    505,952
    
    
    
    (558,782
    )
    
    
    7,383
    
    
    
    49,921
    
    
    
    30,350
    
    
    
    
    
    
    
    34,824INVESTING ACTIVITIES:Capital expenditures, net
    
    
    (4
    )
    
    
    
    
    
    
    (121,042
    )
    
    
    (26,851
    )
    
    
    (23,093
    )
    
    
    
    
    
    
    (170,990
    )Net proceeds from sale of joint venture
    
    
    (581,963
    )
    
    
    633,663
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,700Acquisitions, including joint venture interests and earn out
payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,299
    )
    
    
    
    
    
    
    (21,299
    )Net cash provided by (used in) investing activities
    
    
    (581,967
    )
    
    
    633,663
    
    
    
    (121,042
    )
    
    
    (26,851
    )
    
    
    (44,392
    )
    
    
    
    
    
    
    (140,589
    )FINANCING ACTIVITIES:Proceeds from borrowings
    
    
    429,009
    
    
    
    125,000
    
    
    
    1
    
    
    
    7,901
    
    
    
    51,874
    
    
    
    
    
    
    
    613,785Repayment of borrowings
    
    
    (245,395
    )
    
    
    (199,984
    )
    
    
    (5,211
    )
    
    
    (29,442
    )
    
    
    (39,889
    )
    
    
    
    
    
    
    (519,921
    )Net proceeds from issuance of common stock
    
    
    
    
    
    
    103
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103Net cash provided by (used in) financing activities
    
    
    183,614
    
    
    
    (74,881
    )
    
    
    (5,210
    )
    
    
    (21,541
    )
    
    
    11,985
    
    
    
    
    
    
    
    93,967NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    107,599
    
    
    
    
    
    
    
    (118,869
    )
    
    
    1,529
    
    
    
    (2,057
    )
    
    
    
    
    
    
    (11,798
    )CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
    
    
    
    
    
    
    
    
    
    
    118,352
    
    
    
    40,419
    
    
    
    2,128
    
    
    
    
    
    
    
    160,899CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    107,599
    
    
    $
    
    
    
    $
    (517
    )
    
    $
    41,948
    
    
    $
    71
    
    
    $
    
    
    
    $
    149,101
 92




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##### Table of Contents



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures
    
    
    Insufficient technical accounting expertise in financial reporting for U.S. GAAP;
    
    Insufficient and uncompleted account reconciliations;
    
    Insufficient review of account reconciliations;
    
    Insufficient monitoring of machinery and equipment capitalization and depreciation;
    
    Insufficient procedures for estimating accruals;
    
    Ineffective monitoring of certain accounts; and
    
    Ineffective mitigating controls to compensate for other control deficiencies.
  
    
    Hiring a new financial leader for its Brazilian operations, completed on March 1, 2007,
as well as upgrading staff positions;
    
    Reinforcement of existing policies requiring account reconciliations to be performed and reviewed monthly;
    
    Increased oversight activities; and
    
    Providing additional training on financial reporting to appropriate personnel.
 Changes in Internal Control Over Financial Reporting
  
    
    Continuing the centralization of purchasing and accounts payable processing in its North American operations
  
    
    Improving the process of review of non-cash transactions for appropriate values in the Consolidated Financial Statements.
    
    Improving the process of review of workers compensation
    
    Improving the quarterly and annual tax financial reporting
including revised quarterly and annual tax reporting package with
full deferred reporting, payable, expense and notification of audit
reporting.
    
    Enhanced training on financial reporting and disclosure of
income tax matters to non-U.S. personnel.
  93




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##### Table of Contents



Item 9B . Other Information.
 None.
 
 PART III
 
 Item 10. Directors and Executive Officers of the Registrant.
 Directors
  Name
    
    Age
    
    PositionS.A. (Tony) Johnson
    
    66
    
    Director and ChairmanAnthony G. Fernandes
    
    61
    
    DirectorJuergen M. Geissinger
    
    47
    
    DirectorAli Jenab
    
    44
    
    DirectorKathleen A. Ligocki
    
    50
    
    Director, President and CEOF. Joseph Loughrey
    
    57
    
    DirectorJames R. Lozelle
    
    61
    
    DirectorGeorgia R. Nelson
    
    56
    
    Director
 S. A. (Tony) Johnson
 Anthony G. Fernandes
 Juergen M. Geissinger
 Ali Jenab
 Kathleen Ligocki
 F. Joseph Loughrey
 94




---



##### Table of Contents



James R. Lozelle
 Georgia R. Nelson
  Audit Committee and Audit Committee Financial Expert
  Executive Officers
  Name
    
    Age
    
    PositionKathleen A. Ligocki
    
    50
    
    President and Chief Executive Officer and DirectorJames A. Mallak
    
    51
    
    Chief Financial Officer, Chief Accounting Officer and SecretaryD. William Pumphrey
    
    47
    
    President, North America OperationsVincent Pairet
    
    44
    
    President, Europe and South AmericaGyula Meleghy
    
    51
    
    President, AsiaKathy J. Johnston
    
    49
    
    Senior Vice President, Strategy and Business DevelopmentPaul Radkoski
    
    47
    
    Senior Vice President, Global PurchasingE. Renee Franklin
    
    41
    
    Senior Vice President, Global Human ResourcesJeffrey L. Kersten
    
    39
    
    Senior Vice President and Corporate Controller
 Kathleen A. Ligocki
 James A. Mallak
 D. William Pumphrey
 95




---



##### Table of Contents



Vincent Pairet
 Gyula Meleghy
 Kathy J. Johnston
 Paul Radkoski
 E. Renee Franklin
 Jeffrey L. Kersten
  Family Relationships
  Code of Business Conduct and Ethics and Code of Ethics for Senior Officers and Leaders
  Section 16(a) Beneficial Ownership Reporting Compliance
   96




---



##### Table of Contents



Legal Proceedings
     97




---



##### Table of Contents



Item 11. Executive Compensation.
 EXECUTIVE COMPENSATION
 COMPENSATION DISCUSSION & ANALYSIS (CD&A)
 Compensation Committee membership and organization
  Purpose
  http://www.towerautomotive.com .
    Compensation philosophy
  
    
    Provide a competitive total compensation package that enables Tower to attract, develop and retain key executive talent;
    
    Align all pay programs with Towers annual and long-term business strategies and objectives; and
    
    Provide a mix of base and variable compensation that directly links executive rewards to team and company performance.
 98




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##### Table of Contents



Components of executive compensation
 How amount of total compensation is determined
    Mix of pay components
   
    
    Base salary;
    
    Annual incentive bonus;
    
    Long-term incentives; and
    
    Perquisites and other benefits.
 Base salary
    Annual incentive bonus
   99




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##### Table of Contents



Bonus results for fiscal 2006:
  Key Employee Retention Plan
    Long-term incentives
    Perquisites and other benefits
   100




---



##### Table of Contents



Change in Control Agreements
  Discussion of compensation in excess of $1 million per year
    Conclusion
  Compensation Committee Report
  
 101




---



##### Table of Contents



Changes inPension Value andNon-Equity
    
    NonqualifiedStock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherBonus ($)
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    CompensationName and Principal Position
    
    Year
    
    Salary ($)
    
    1
    
    ($)
    
    ($)
    
    ($)
    
    Earnings ($)
    
    ($)
    
    Total ($)Kathleen Ligocki
    
    
    2006
    
    
    
    775,000
    
    
    
    347,216
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,382
    2
    
    
    1,149,598President & CEOJames Mallak
    
    
    2006
    
    
    
    411,000
    
    
    
    123,056
    
    
    
    1,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,404
    3
    
    
    555,660Chief Financial OfficerD. William Pumphrey, Jr.
    
    
    2006
    
    
    
    450,000
    
    
    
    95,067
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    508,961
    4
    
    
    1,054,028President North America OperationsDr. Gyula Meleghy
    
    
    2006
    
    
    
    353,125
    
    
    
    140,219
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    149,841
    6
    
    
    643,185President, Asia Operations 5E. Renee Franklin
    
    
    2006
    
    
    
    172,917
    
    
    
    123,750
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    198,098
    7
    
    
    494,765Sr. VP, Global Human Resources
 
 1.
    
    Amounts earned pursuant to Tower Automotive, Inc.s 2006 Annual Incentive Plan.2.
    
    Includes a perquisite allowance of $25,000 for Ms. Ligocki to be used for vehicle
lease, financial and tax planning and club dues. Ms. Ligocki also received company-paid
life insurance.3.
    
    Includes a perquisite allowance of $18,000 for Mr. Mallak to be used for vehicle lease,
financial and tax planning and club dues. Mr. Mallak also received company-paid life
insurance.4.
    
    For Mr. Pumphrey, includes $471,986 in guaranteed payments pursuant to his employment
agreement. Amount also includes a perquisite allowance of $35,000 to be used at Mr.
Pumphreys discretion, pursuant to his employment agreement. Mr. Pumphrey also received
company-paid life insurance.5.
    
    Amounts for Dr. Meleghy were converted from Euros to U.S. dollars using the
Companys budgeted exchange rate of 1 Euros per 1.25 U.S. dollar and from Yen to U.S.
dollars using the Companys budgeted exchange rate of 111 Yen to 1 U.S. dollar.6.
    
    Includes allowances received pursuant to Dr. Meleghys expatriate assignment which
includes $51,971 in education allowance, $42,188 in a goods & services allowance, $15,641
in tax gross-ups, furniture rental, a housing allowance, annual home leave travel,
relocation expenses, and a utility allowance. This amount also includes a company vehicle,
company paid life insurance, and a perquisite allowance to be used at his discretion
pursuant to his employment agreement.7.
    
    For Ms. Franklin, includes a sign-on bonus of $75,000 upon her date of hire
(5/15/2006). Amount also includes relocation payments of $114,909, as well as company-paid
life insurance and a perquisite allowance to be used at Ms. Franklins discretion pursuant
to her employment agreement. 102




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##### Table of Contents



Exercise and Holding of Previously Awarded Equity
  Option Awards
    
    Stock AwardsEquityEquity
    
    IncentiveIncentive
    
    PlanPlan
    
    Awards:Awards:
    
    MarketMarket
    
    Number
    
    or PayoutEquity
    
    
    
    
    
    
    
    
    
    Number
    
    Value
    
    of
    
    Value ofIncentive
    
    
    
    
    
    
    
    
    
    of
    
    of
    
    Unearned
    
    UnearnedPlan
    
    
    
    
    
    
    
    
    
    Shares
    
    Shares
    
    Shares,
    
    Shares,Awards:
    
    
    
    
    
    
    
    
    
    or Units
    
    or Units
    
    Units or
    
    Units orNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    of Stock
    
    of Stock
    
    Other
    
    OtherSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    That
    
    That
    
    Rights
    
    RightsUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Have
    
    Have
    
    That
    
    ThatUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    Option
    
    Not
    
    Not
    
    Have Not
    
    Have NotOptions (#)
    
    Options (#)
    
    Unearned
    
    Exercise
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedName
    
    Exercisable
    
    Unexercisable
    
    Options (#)
    
    Price ($)
    
    Date
    
    (#)
    
    ($) 1
    
    (#)
    
    ($)Kathleen Ligocki
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,000
    
    
    
    4,900
    
    
    
    
    
    
    
    James Mallak
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    $
    7.08
    
    
    
    1/5/14
    
    
    
    30,000
    
    
    
    2,100
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    $
    3.64
    
    
    
    5/20/14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    D. William Pumphrey Jr.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dr. Gyula Meleghy
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    $
    13.19
    
    
    
    3/8/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    $
    11.33
    
    
    
    3/1/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    $
    13.75
    
    
    
    5/15/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    $
    3.16
    
    
    
    5/21/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,500
    
    
    
    
    
    
    
    
    
    
    $
    3.64
    
    
    
    5/20/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E. Renee Franklin
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 1.
    
    As of December 31, 2006 the value of the Companys Common Stock was $.07 per share.  Options Awards
    
    
    Stock AwardsNumber of Shares
    
    
    Value Realized on
    
    
    Number of Shares
    
    
    Value Realized onName
    
    Acquired on Exercise (#)
    
    
    Exercise ($)
    
    
    Acquired on Vesting (#)
    
    
    Vesting ($)Kathleen Ligocki
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James Mallak
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    1,200D. William Pumphrey Jr.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dr. Gyula Meleghy
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    E. Renee Franklin
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Post-Employment Compensation
 Pension Benefits
  Nonqualified Deferred Compensation
  103




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##### Table of Contents



Other Potential Post-Employment Payments
  Voluntary Resignation or Termination for Cause
 Termination due to Disability
 Termination due to Retirement
 Termination due to Death
 Termination without Cause
 Termination due to Change in Control
  104




---



##### Table of Contents



Kathleen Ligocki  President & CEO
  VoluntaryExecutive Benefit and
    
    or For
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Involuntary
    
    
    ChangePayments Upon
    
    Cause
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    not for
    
    
    inSeparation
    
    Termination
    
    
    Disability
    
    
    Death
    
    
    Retirement
    
    
    Cause
    
    
    Control1Annual Incentive Plan Unpaid
Payment 2
    
    
    
    
    
    
    173,608
    
    
    
    173,608
    
    
    
    173,608
    
    
    
    173,608
    
    
    
    Pro-rata Target Bonus Payment
3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    523,892KERP 4
    
    
    
    
    
    
    213,125
    
    
    
    213,125
    
    
    
    213,125
    
    
    
    213,125
    
    
    
    213,125Restricted Stock 5
    
    
    
    
    
    
    4,900
    
    
    
    4,900
    
    
    
    4,900
    
    
    
    
    
    
    
    4,900Health & Welfare Benefits
6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,957Life Insurance Proceeds
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    Lump Sum Cash Severance
7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,417,500Salary Continuation Severance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,472,500
    
    
    
    Disability Payments 8
    
    
    
    
    
    
    180,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outplacement Services 9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    116,250
    
    
    
    116,250Excise Tax & Gross Ups
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    571,633
    
    
    
    891,633
    
    
    
    391,633
    
    
    
    1,975,483
    
    
    
    5,297,624
 
 1.
    
    Termination without cause or resignation for good reason within six months prior to and
36 months after Change in Control.2.
    
    Reflects the reserved unpaid portion of the first half 2006 Annual Incentive Plan
bonus.3.
    
    Reflects the prorated annual target under the 2006 Annual Incentive Plan that would be
due upon Change in Control.4.
    
    KERP is a pro rata formula determined by the Companys next vesting date, which cannot
be calculated as of December 31, 2006 because the next date is Emergence from Bankruptcy,
which is undetermined at time of filing. The amount disclosed is the full amount of the
next KERP payment due.5.
    
    Reflects the value of shares of restricted stock as to which restrictions had not
lapsed as of December 31, 2006.6.
    
    Reflects the value of premiums for health care, life and accidental death and
dismemberment, and disability insurance that would be paid on behalf of Ms. Ligocki for a
period of three years after the date of termination, unless Ms. Ligocki has substantially
similar benefits from a subsequent employer, as determined by the Compensation Committee.7.
    
    The lump sum cash severance is based on a multiple of base salary plus a multiple of
annual target bonus.8.
    
    Disability payment disclosed is an annual amount. The executive officer would receive
payment up to age 65 if disability occurs prior to age 65.9.
    
    Ms. Ligocki is eligible for outplacement services for up to one year if terminated
involuntary not for cause or for change in control with no maximum amount established. The
amount disclosed is an estimated payment based on 15% of her base salary. This amount is
consistent with the outplacement provisions of other executive officers. 105




---



##### Table of Contents



James Mallak  Chief Financial Officer
  VoluntaryExecutive Benefit and
    
    or For
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Involuntary
    
    
    ChangePayments Upon
    
    Cause
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    not for
    
    
    inSeparation
    
    Termination
    
    
    Disability
    
    
    Death
    
    
    Retirement
    
    
    Cause
    
    
    Control1Annual Incentive Plan Unpaid
Payment 2
    
    
    
    
    
    
    61,528
    
    
    
    61,528
    
    
    
    61,528
    
    
    
    61,528
    
    
    
    Pro-rata Target Bonus Payment
3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    185,672KERP 4
    
    
    
    
    
    
    110,000
    
    
    
    110,000
    
    
    
    110,000
    
    
    
    110,000
    
    
    
    110,000Restricted Stock 5
    
    
    
    
    
    
    2,100
    
    
    
    2,100
    
    
    
    2,100
    
    
    
    
    
    
    
    2,100Health & Welfare Benefits
6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,168
    
    
    
    31,170Life Insurance Proceeds
    
    
    
    
    
    
    
    
    
    
    1,000,000
    
    
    
    
    
    
    
    
    
    
    
    Lump Sum Cash Severance
7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,977,600Salary Continuation Severance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    412,000
    
    
    
    Disability Payments 8
    
    
    
    
    
    
    180,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outplacement Services 9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,800Excise Tax & Gross Ups
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    353,628
    
    
    
    1,173,628
    
    
    
    173,628
    
    
    
    589,696
    
    
    
    2,368,342
 
 1.
    
    Termination without cause or resignation for good reason within six months prior to and
36 months after Change in Control.2.
    
    Reflects the reserved unpaid portion of the first half 2006 Annual Incentive Plan
bonus.3.
    
    Reflects the prorated annual target under the 2006 Annual Incentive Plan that would be
due upon Change in Control.4.
    
    KERP is a pro rata formula determined by the Companys next vesting date, which cannot
be calculated as of December 31, 2006 because the next date is Emergence from Bankruptcy,
which is undetermined at time of filing. The amount disclosed is the full amount of the
next KERP payment due.5.
    
    Reflects the value of shares of restricted stock as to which restrictions had not
lapsed as of December 31, 2006.6.
    
    Reflects the value of premiums for health care, life and accidental death and
dismemberment, and disability insurance that would be paid on behalf of Mr. Mallak for a
period of three years after the date of termination, unless Mr. Mallak has substantially
similar benefits from a subsequent employer, as determined by the Compensation Committee.7.
    
    The lump sum cash severance is based on a multiple of base salary plus a multiple of
annual target bonus.8.
    
    Disability payment disclosed is an annual amount. The executive officer would receive
payment up to age 65 if disability occurs prior to age 65.9.
    
    Mr. Mallak is eligible for outplacement services for up to 15% of his base salary. 106




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##### Table of Contents



D. William Pumphrey Jr.
President North America Operations
  VoluntaryExecutive Benefit and
    
    or For
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Involuntary
    
    
    ChangePayments Upon
    
    Cause
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    not for
    
    
    inSeparation
    
    Termination
    
    
    Disability
    
    
    Death
    
    
    Retirement
    
    
    Cause
    
    
    Control1Annual Incentive Plan Unpaid
Payment 2
    
    
    
    
    
    
    47,534
    
    
    
    47,534
    
    
    
    47,534
    
    
    
    47,534
    
    
    
    Pro-rata Target Bonus Payment
3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    222,467KERP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Health & Welfare Benefits
4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,798Life Insurance Proceeds
    
    
    
    
    
    
    
    
    
    
    1,000,000
    
    
    
    
    
    
    
    
    
    
    
    Lump Sum Cash Severance
5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,160,000Salary Continuation Severance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    720,000
    
    
    
    Disability Payments 6
    
    
    
    
    
    
    180,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outplacement Services 7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    67,500Excise Tax & Gross Ups
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    227,534
    
    
    
    1,047,534
    
    
    
    47,534
    
    
    
    767,534
    
    
    
    2,490,765
 
 1.
    
    Termination without cause or resignation for good reason within six months prior to and
36 months after Change in Control.2.
    
    Reflects the reserved unpaid portion of the first half 2006 Annual Incentive Plan
bonus.3.
    
    Reflects the prorated annual target under the 2006 Annual Incentive Plan that would be
due upon Change in Control.4.
    
    Reflects the value of premiums for health care, life and accidental death and
dismemberment, and disability insurance that would be paid on behalf of Mr. Pumphrey for a
period of three years after the date of termination, unless Mr. Pumphrey has substantially
similar benefits from a subsequent employer, as determined by the Compensation Committee.5.
    
    The lump sum cash severance is based on a multiple of base salary plus a multiple of
annual target bonus.6.
    
    Disability payment disclosed is an annual amount. The executive officer would receive
payment up to age 65 if disability occurs prior to age 65.7.
    
    Mr. Pumphrey is eligible for outplacement services for up to 15% of his base salary. 107




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Dr. Gyula Meleghy
President Asia Operations
  VoluntaryExecutive Benefit and
    
    or For
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Involuntary
    
    
    ChangePayments Upon
    
    Cause
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    not for
    
    
    inSeparation
    
    Termination
    
    
    Disability
    
    
    Death
    
    
    Retirement
    
    
    Cause
    
    
    Control1Annual Incentive Plan Unpaid
Payment 2
    
    
    
    
    
    
    34,537
    
    
    
    34,537
    
    
    
    34,537
    
    
    
    34,537
    
    
    
    Pro-rata Target Bonus Payment
3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    177,338KERP 4
    
    
    
    
    
    
    48,480
    
    
    
    48,480
    
    
    
    48,480
    
    
    
    48,480
    
    
    
    48,480Restricted Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Health & Welfare Benefits
5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,713Life Insurance & Disability
Payments
    
    
    
    
    
    
    1,278,230
    
    
    
    639,115
    
    
    
    
    
    
    
    
    
    
    
    Lump Sum Cash Severance
6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,800,000Salary Continuation Severance
7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    Outplacement Services 8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    56,250Excise Tax & Gross Ups
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    1,361,247
    
    
    
    722,132
    
    
    
    83,017
    
    
    
    683,017
    
    
    
    2,112,781
 
 1.
    
    Termination without cause or resignation for good reason within six months prior to and
36 months after Change in Control.2.
    
    Reflects the reserved unpaid portion of the first half 2006 Annual Incentive Plan
bonus.3.
    
    Reflects the prorated annual target under the 2006 Annual Incentive Plan that would be
due upon Change in Control.4.
    
    KERP is a pro rata formula determined by the Companys next vesting date, which cannot
be calculated as of December 31, 2006 because the next date is Emergence from Bankruptcy,
which is undetermined at time of filing. The amount disclosed is the full amount of the
next KERP payment due.5.
    
    Reflects the value of premiums for health care, life and accidental death and
dismemberment, and disability insurance that would be paid on behalf of Dr. Meleghy for a
period of three years after the date of termination, unless Dr. Meleghy has substantially
similar benefits from a subsequent employer, as determined by the Compensation Committee.6.
    
    The lump sum cash severance is based on a multiple of base salary plus a multiple of
annual target bonus.7.
    
    Salary continuation is based on contract and German statute, which require a notice
period.8.
    
    Dr. Meleghy is eligible for outplacement services for up to 15% of his base salary. 108




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E. Renee Franklin
Sr. VP, Global Human Resources
  VoluntaryExecutive Benefit and
    
    or For
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    InvoluntaryPayments Upon
    
    Cause
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    not for
    
    
    Change inSeparation
    
    Termination
    
    
    Disability
    
    
    Death
    
    
    Retirement
    
    
    Cause
    
    
    Control 1Annual Incentive Plan Unpaid
Payment 2
    
    
    
    
    
    
    111,429
    
    
    
    111,429
    
    
    
    111,429
    
    
    
    111,429
    
    
    
    Pro-rata Target Bonus Payment
3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    152,680KERP
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Health & Welfare Benefits
4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,638Life Insurance Proceeds
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    
    
    
    
    
    
    
    
    Lump Sum Cash Severance
5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,140,000Salary Continuation Severance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    440,000
    
    
    
    Disability Payments 6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outplacement Services 7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,250Excise Tax & Gross Ups
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    111,429
    
    
    
    611,429
    
    
    
    111,429
    
    
    
    551,429
    
    
    
    1,348,568
 
 1.
    
    Termination without cause or resignation for good reason within six months prior to and
36 months after Change in Control.2.
    
    Reflects the reserved unpaid portion of the first half 2006 Annual Incentive Plan
bonus.3.
    
    Reflects the prorated annual target under the 2006 Annual Incentive Plan that would be
due upon Change in Control.4.
    
    Reflects the value of premiums for health care, life and accidental death and
dismemberment, and disability insurance that would be paid on behalf of Ms. Franklin for a
period of two years after the date of termination, unless Ms. Franklin has substantially
similar benefits from a subsequent employer, as determined by the Compensation Committee.5.
    
    The lump sum cash severance is based on a multiple of base salary plus a multiple of
annual target bonus plus guaranteed amounts per Ms. Franklins employment agreement if a
Change in Control were to occur prior to the payment dates.6.
    
    Disability payment disclosed is an annual amount. The executive officer would receive
payment up to age 65 if disability occurs prior to age 65.7.
    
    Ms. Franklin is eligible for outplacement services for up to 15% of her base salary. 109




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
  BeneficialOwnership ofCommon Stock(1)PercentDirectors, Officers and 5%
    
    Number of
    
    ofStockholders
    
    Shares
    
    ClassKathleen Ligocki
    
    
    135,475
    
    
    
    *James A. Mallak
    
    
    75,000
    
    
    
    *D. William Pumphrey
    
    
    
    
    
    
    *[Kathy Johnston(2)
    
    
    163,300
    
    
    
    *
    ][Gyula Meleghy
    
    
    52,500
    
    
    
    *
    ]Anthony G. Fernandes(2)
    
    
    58,403
    
    
    
    *Juergen M. Geissinger(2)
    
    
    32,676
    
    
    
    *Ali Jenab(2)
    
    
    18,777
    
    
    
    *S. A. Johnson(2)
    
    
    316,247
    
    
    
    *F. Joseph Loughrey(2)
    
    
    57,306
    
    
    
    *James R. Lozelle(2)
    
    
    278,321
    
    
    
    *Georgia Nelson(2)
    
    
    76,336
    
    
    
    *Michael A. Roth and Brian J. Stark(3)
    
    
    4,643,104
    
    
    
    7.3
    %Deutsche Bank AG(4)
    
    
    5,703,601
    
    
    
    8.87
    %Credit Suisse(5)
    
    
    5,519,904
    
    
    
    8.7
    %New York Life Trust Company(6)
    
    
    4,626,193
    
    
    
    7.91
    %All Directors and executive officers as a group
(16 persons)
    
    
    1,372,422
    
    
    
    2.3
    %
 
 *
    
    Less than one percent.(1)
    
    The number of shares includes shares that may be purchased under options that are
exercisable in 60 days. Currently, all of the Companys outstanding stock options are
exercisable. The percent of class is calculated based on the number of shares outstanding
plus such option shares.(2)
    
    Includes the following number of shares issuable as deferred compensation for the following
individuals: Ms. Johnston   26,124; Mr. Fernandes  58,403; Dr. Geissinger  25,037;
Mr. Jenab  18,777 ; Mr. Johnson  35,637 ; Mr. Loughrey  20,153; Mr. Lozelle  1,945
and Ms. Nelson  76,336.(3)
    
    Michael A. Roth and Brian J. Stark, as joint filers pursuant to Rule 13d-1(k) reported as of
February 14, 2007, shared voting and dispositive power with respect to 4,643,104 shares of
Common Stock. The address for Michael A. Roth and Brian J. Stark is 3600 South Lake Drive,
St. Francis, Wisconsin 53235.(4)
    
    Deutsche Bank AG, on behalf of itself and its affiliates reported as of January 30, 2007,
sole voting power and dispositive power with respect to 5,703,601 shares of Common Stock.
The address for Deutsche Bank AG is Taunusanlage 12, D-60325 Frankfurt am Main, Federal
Republic of Germany.(5)
    
    Credit Suisse, on behalf of the Investment Banking division reported as of February 13, 2007,
sole voting and dispositive power with respect to 5,519,904 shares of Common Stock. The
address for Credit Suisse is Uetilbergstrasse 231, P.O. Box 900 CH 8070 Zurich, Switzerland.(6)
    
    New York Life Trust Company in its capacity as directed trustee of various Company plans,
reported as of February 14, 2007 sole voting and sole dispositive power over 4,626,193 shares
of Common Stock. The address of New York Life Trust Company is 51 Madison Avenue, New York,
New York, 10010.   110




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##### Table of Contents



Equity Compensation Plan Information
 (c)Number of securitiesremaining available(a)
    
    (b)
    
    for future issuanceNumber of securities to
    
    Weighted-average
    
    under equitybe issued upon exercise
    
    exercise price of
    
    compensation plansof outstanding options,
    
    outstanding options,
    
    (excluding securitiesPlan Category
    
    warrants and rights(1)
    
    warrants and rights
    
    reflected in column (a)Equity compensation plans
approved by security holders (3)
    
    
    1,565,580
    (1)
    
    $
    7.03
    
    
    
    2,958,293
    (2)Equity compensation plans
not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,565,580
    
    
    $
    7.03
    
    
    
    2,958,293
 
 (1)
    
    Consists of 91,500 shares under the 1994 Key Employee Stock Option Plan, 1,388,880 shares
under the 1999 Long-Term Incentive Plan and 85,200 under the Independent Director Stock Option
Plan.(2)
    
    Consists of 1,169,660 shares under the 1994 Key Employee Stock Option Plan, 1,703,833 shares
under the 1999 Long-Term Incentive Plan and 84,800 shares under the Independent Director Stock
Option Plan.(3)
    
    Excludes the Companys stock purchase plans. 
 Item 13. Certain Relationships and Related Transactions.
  
 Item 14. Principal Accountant Fees and Services.
  2006
    
    20051. Audit Fees
    
    $
    3,176,855
    
    
    $
    4,839,9672. Audit Related Fees
    
    
    
    
    
    
    3. Tax Fees (a)
    
    
    445,799
    
    
    
    1,009,5054. All Other Fees
    
    
    
    
    
    
    
 
 (a)
    
    Consists primarily of fees paid for tax compliance and tax planning services. This
category includes services regarding sales and use, property and other tax return
assistance, assistance with tax return filings in certain foreign jurisdictions, assistance
with tax audits and appeals, preparation of expatriate tax returns, and general U.S. and
foreign tax advice.  111




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
 (a) Documents Filed as Part of this Form 10-K.
  112




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##### Table of Contents



(b) Exhibits:
 Exhibit3.1
    
    Amended and Restated Certificate of Incorporation of the
Registrant, as amended by the Certificate of Amendment to Certificate of
Incorporated, dated June 2, 1997, incorporated by reference to the Registrants Form
S-3 Registration Statement (Registration No. 333-38827), filed under the Securities
Act of 1933 (the S-3)
    
    *3.2
    
    Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit
3.2 of the Companys Form S-1 Registration Statement (Registration No. 333-80320)
(theS-1).
    
    *4.1
    
    Form of Common Stock Certificate, incorporated by reference to Exhibit 4.1 of the
S-1.
    
    *4.2
    
    Euro Indenture, dated July 25, 2000, by and among R.J. Tower Corporation, certain of
its
affiliates and United States Trust Company of New York, as trustee (including
the form of notes), incorporated by reference to Exhibit 4.1 of the Registrants
Form S-4
Registration Statement (Registration No. 333-45528), as filed with the SEC on
December 21, 2000 (the S-4).
    
    *4.3
    
    Exchange and Registration Rights Agreement, dated July 25, 2000, by and among R.J.
Tower Corporation, certain of its affiliates and Chase Manhattan International,
Limited, Bank of America International Limited, ABN AMRO Incorporated
Donaldson, Lufkin & Jennrette International, First Chicago Limited and Scotia
Capital (USA) Inc. (collectively, theInitial Purchasers), incorporated by reference
to Exhibit 4.2 of the S-4.
    
    *4.4
    
    Deposit Agreement, dated July 25, 2000, among R.J. Tower Corporation, Deutsche Bank
Luxembourg S.A., and the Trustee, incorporated by reference to Exhibit 4.3 of the S-4.
    
    *4.5
    
    Indenture, dated as of July 28, 1997, by and between the Registrant and Bank of
New York, as trustee (including form of 5% Convertible Subordinated Note due 2004)
incorporated by reference to Exhibit 4.5 of the S-3.
    
    *4.6
    
    Indenture, dated June 13, 2003, among Registrant, certain subsidiaries and BNY
Midwest Trust Company, as trustee, incorporated by reference to Exhibit 4.1 to the
Registrants Form S-4 Registration Statement (Registration No. 333-107232), filed
under the Securities Act of 1933 (the2003 S-4).
    
    *4.7
    
    Registration Rights Agreement, dated June 13, 2003, by and among the Registrant,
certain of its subsidiaries, and J.P. Morgan Securities Inc., for itself and on
behalf
of other Initial Purchases, incorporated by reference to Exhibit 4.2 of the 2003 S-4.
    
    *10.1**
    
    1994 Key Employee Stock Option Plan, incorporated by
reference to the S-1.
    
    *10.2**
    
    Tower Automotive, Inc. Independent Director Stock Option Plan, incorporated by
reference to Exhibit 4.3 of the Registrants Form S-8 dated December 5, 1996,
filed under the Securities Act of 1933.
    
    *10.3
    
    Joint Venture Agreement by and among Promotora de Empresas Zano, S.A. de C.V.,
Metalsa, S.A. de C.V. and R.J. Tower Corporation dated as of September 26, 1997
incorporated by reference to Exhibit 2.1 of the Registrants Form 8-K dated October 23,
1997, filed under the Securities Exchange Act of 1934.
    
    *
 113




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##### Table of Contents



Exhibit10.4
    
    Certificate of Trust of Tower Automotive Capital Trust, incorporated by reference
to Exhibit 4.1 of the Registrants 1998 Second Quarter 10-Q, filed under the
Securities Exchange Act of 1934.
    
    *10.5
    
    Amended and Restated Declaration of Trust of Tower Automotive Capital Trust, dated
June 9, 1998, incorporated by reference to Exhibit 4.2 of the 1998 Second Quarter
10-Q, filed under the Securities Exchange Act of 1934.
    
    *10.6
    
    Junior Convertible Subordinated Indenture for the 6 3/4% Convertible Subordinated
Debentures, between Registrant and the First National Bank of Chicago, as Subordinated
Debt Trustee, dated as of June 9, 1998, incorporated by reference to Exhibit 4.3 of the
1998 Second Quarter 10Q.
    
    *10.7
    
    Form of 6 3/4% Preferred Securities, incorporated by reference to Exhibit 4.4
of the 1998 Second Quarter 10-Q.
    
    *10.8
    
    Form of 6 3/4% Junior Convertible Subordinated Debentures, incorporated by reference
to Exhibit 4.5 of the 1998 Second Quarter 10Q.
    
    *10.9
    
    Guarantee Agreement, dated as of June 9, 1998, between Registrant as Guarantor,
and the First National Bank of Chicago, as Guarantee Trustee, incorporated by
reference to Exhibit 4.6 of the 1998 Second Quarter 10-Q.
    
    *10.10
    
    Amended and Restated Credit Agreement among R.J. Tower Corporation, Tower Italia,
S.r.L., Bank of America National Trust and Savings Association, as agent, and the other
financial institutions named therein, dated August 23, 1999, incorporated by reference
to
Exhibit 10.43 of the Registrants Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed under the Securities Exchange Act of 1934.
    
    *10.11 a
    
    Tower Automotive, Inc. Long-Term Incentive Plan, incorporated by reference to
Appendix A to Registrants Proxy Statement, dated April 12, 1999.
    
    *10.12 a
    
    Tower Automotive, Inc. Director Deferred Stock Purchase Plan, incorporated by
reference to Appendix A to Registrants Proxy Statement, dated April 10, 2000.
    
    *10.13 a
    
    Tower Automotive, Inc. Key Leadership Deferred Income Stock Purchase Plan,
incorporated by reference to Appendix B to Parents Proxy Statement, dated
April 12, 1999.
    
    *10.14 a
    
    Tower Automotive, Inc. Colleague Stock Purchase Plan,
incorporated by reference to Exhibit 10.19 of the S-1.
    
    *10.15
    
    Indenture for the 5.75% Convertible Senior Debentures
dated as of May 24, 2004, Tower Automotive, Inc., as
Issuer, and BNY Midwest Trust Company, as Trustee,
incorporated by reference to Form 8-K, dated May 25,
2004.
    
    *10.16
    
    Form of Tower Automotive, Inc. 5.75% Convertible
Senior Debenture, incorporated by reference to Form 8-K
dated May 25, 2004.
    
    *10.17
    
    Resale Registration Rights Agreement dated as of May 24, 2004, for the Tower
Automotive, Inc. 5.75% Convertible Senior Debentures Due 2024, incorporated
by reference to Form 8-K, dated May 25, 2004.
    
    *10.18
    
    Purchase Agreement dated May 17, 2004 for the 5.75%
Convertible Senior Debentures due May 15, 2024,
incorporated by reference to Form 8-K, dated May 25,
2004.
    
    *
 114




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##### Table of Contents



Exhibit10.19
    
    Credit Agreement dated as of May 24, 2004, among R.J.
Tower Corporation, Tower Automotive, Inc., and the
various financial institutions from time to time parties
thereto, incorporated by reference to Form 8-K, dated
May 25, 2004.
    
    *10.20
    
    Revolving Credit, Term Loan and Guaranty Agreement,
as amended dated February 2, 2005, incorporated by reference to Form 10-K for
the year ended December 31, 2004.10.21
    
    Form of The Key Employee Retention Plan between
Tower Automotive, Inc. and Key Employees incorporated
by reference to Form 8-K, dated April 1, 2005.
    
    *10.22
    
    Agreement between Tower Automotive, Inc., R.J. Tower
Corporation and Silver Point Finance, LLC, dated February 3, 2005,
incorporated by reference to Form 10-K for the year ended December 31, 2004.
    
    *10.23
    
    Fourth Amendment to Revolving Credit, Term Loan and
Guaranty Agreement, dated April 29, 2005, incorporated by reference to Form
10-K for the year ended December 31, 2004.
    
    *10.24
    
    Fifth Amendment to Revolving Credit Term Loan and Guaranty Agreement,
Dated October 3, 2005 incorporated by reference to Form 10-Q for the quarter
Ended September 30, 2005.
    
    *10.25
    
    Sixth Amendment to Revolving Credit Term Loan and Guaranty Agreement,
Dated March 27, 2006 incorporated by reference to Form 10-K for the year ended
December 31, 2005.
    
    *10.26
    
    Seventh Amendment to Revolving Credit Term Loan and Guaranty Agreement
Dated September 29, 2006 incorporated by reference to Form 8-K, dated
November 1, 2006
    
    *12.1
    
    Statement and Computation of Ratio of Earnings to Fixed
Charges filed herewith.14.1
    
    Code of Business Conduct and Ethics incorporated by reference to Form 10-K
for the year ended December 31, 2004.
    
    *14.2
    
    Code of Ethics for Senior Officers and Leaders incorporated
by reference to Form 10-K for the year ended December 31,
2004.
    
    *21.1
    
    List of Subsidiaries filed herewith.23.1
    
    Consent of Deloitte and Touche LLP filed herewith.23.2
    
    Consent of KPMG Cárdenas Dosal, S.C. filed herewith.31.1
    
    Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.31.2
    
    Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.
 115




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##### Table of Contents



Exhibit32.1
    
    Certification Pursuant to 18 U.S.C. Section 135032.2
    
    Certification Pursuant to 18 U.S.C. Section 135099.1
    
    Audit Committee Charter incorporated by reference to Form
10-K for the year ended December 31, 2004.
    
    *
 
 *
    Incorporated by reference.a
    Indicates compensatory arrangement. 116




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##### Table of Contents



SIGNATURES
  TOWER AUTOMOTIVE, INC./s/  S.A. JohnsonS.A. Johnson, Chairman   Signature
    
    Title/s/ S. A. Johnson
    
    Chairman of the Board of DirectorsS.A. Johnson/s/ Kathleen Ligocki
    
    Director andKathleen Ligocki
    
    President and Chief Executive Officer/s/ Anthony Fernandes
    
    DirectorAnthony FernandesDirectorJurgen M. Geissinger/s/ Ali Jenab
    
    DirectorAli Jenab/s/ F.J. Loughrey
    
    DirectorF.J. Loughrey/s/ James R. Lozelle
    
    DirectorJames R. Lozelle/s/ Georgia R. Nelson
    
    DirectorGeorgia R. Nelson/s/ James A. Mallak
    
    Chief Financial OfficerJames A. Mallak
    
    (Principal Financial Officer andChief Accounting Officer)
 117




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##### Table of Contents



Exhibit No.
    
    Description12.1
    
    Statement and Computation of Ratio
of Earnings to Fixed Charges filed herewith.21.1
    
    List of Subsidiaries filed herewith.23.1
    
    Consent of Deloitte and Touche LLP filed herewith.23.2
    
    Consent of KPMG Cárdenas Dosal, S.C. filed herewith.31.1
    
    Certification of the Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.31.2
    
    Certification of the Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 filed herewith.32.1
    
    Certification Pursuant to 18 U.S.C. Section 135032.2
    
    Certification Pursuant to 18 U.S.C. Section 1350