##### Table of Contents



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, 2005
    
    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
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer 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
    
    
    13Item 1B.
    
    Unresolved Staff Comments
    
    
    16Item 2.
    
    Properties
    
    
    17Item 3.
    
    Legal Proceedings
    
    
    18Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    18PART IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
    
    
    19Item 6.
    
    Selected Financial Data
    
    
    20Item 7.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    22Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    33Item 8.
    
    Financial Statements and Supplementary Data
    
    
    34Item 9.
    
    Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    86Item 9A.
    
    Controls and Procedures
    
    
    86Item 9B.
    
    Other Information
    
    
    87PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    87Item 11.
    
    Executive Compensation
    
    
    91Item 12.
    
    Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    95Item 13.
    
    Certain Relationships and Related Transactions
    
    
    96Item 14.
    
    Principal Accountant Fees and Services
    
    
    96PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    97Signatures
    
    
    102Sixth Amendment to Revolving Credit Term Loan & Guaranty AgreementStatement & Computation of Ratio of Earnings to Fixed ChargesList of SubsidiariesConsent of Deloitte and Touche LLPConsent of KPMG Cardenas Dosal, S.C.Section 302 Certification of Chief Executive OfficerSection 302 Certification of Chief Financial OfficerSection 906 Certification of CEO AND CFO
  i




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##### Table of Contents



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




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##### Table of Contents



DIP Financing
    Going Concern
  Overview of the Company
   www.towerautomotive.com
 Financial information about segments
  2




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##### Table of Contents



Business and operating strategy
      §
    
    On February 2, 2005, the Companys U.S. subsidiaries petitioned for relief under Chapter
11 in the Southern District of New York. The Companys foreign operations were not
included in the filing and are continuing to operate on a normal basis.§
    
    During the second quarter of 2005, the Company announced the impending closure of its
Belcamp, Md., Bowling Green, Ky., and Corydon, Ind., facilities. In addition, the Company
announced the downsizing of its Granite City, Ill., location. These actions resulted in
reducing the number of colleagues by approximately 800.§
    
    The production of the Dodge Ram frame in Milwaukee, Wis., ceased in June 2005. In
October 2005, the Company announced the movement of the Ford Ranger production from
Milwaukee to its Bellevue, Ohio, facility. This move was completed in the first quarter of
2006 and all production at the Milwaukee facility has ended.§
    
    Also during October 2005, the Company announced the closure of its Granite City, Ill.,
and Milan, Tenn., facilities. The facilities are expected to close by December 2006.§
    
    During 2005, the Company strategically reviewed its powertrain module assembly business
in the U.S. and determined that the business no longer fit the strategic direction of its
U.S. operations. This business, which is still included in the Companys operations
through 2006, is expected to be sold back to General Motors or their designee in December
2006.
 3




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##### Table of Contents



§
    
    As part of its strategy to diversify its customer base, the Company announced the
opening of a manufacturing facility in Meridian, Miss., to support large-scale stampings
and assemblies for southern U.S. OEM production sites.§
    
    On January 4, 2006, the Company filed a motion in Bankruptcy Court asking the Court to
modify its postretirement medical benefits and to reject its collective bargaining
agreements. The Company is seeking concessions to reduce its postretirement medical
benefits. The Company is also seeking to obtain wage and benefit reductions from its
unions to help in its plan to emerge from bankruptcy.§
    
    In February 2006, the Company announced its decision to enter into decision bargaining
to close its Greenville, MI facility and to move the work to other facilities in the U.S.
The Company is currently in effects bargaining with the union.§
    
    In March 2006, the Company announced that it had reached an agreement in principle with
its Milwaukee unions on a variety of issues including postretirement medical benefits.§
    
    In April 2006, the Company announced that it had reached an agreement in principle with
its salaried retirees on a variety of issues including postretirement medical benefits.§
    
    In May 2006, the Company announced its intention to enter into decision bargaining to downsize its
Bluffton, OH facility and move work to other facilities in the U.S.
  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 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 include not only cost, quality and
responsiveness, but also design engineering and program management capabilities. As a
result, the automotive supply industry has undergone significant consolidation.
Furthermore, beginning in 2001, a number of suppliers experienced financial difficulties.
These factors have combined to provide an opportunity for further organic growth by
obtaining business
 4




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##### Table of Contents



from smaller or troubled suppliers through providing the scale and broad capabilities that
OEMs require. This trend accelerated in 2005 and 2006 with the bankruptcy filings of
Delphi, Dana, Collins & Aikman, Meridian and Citation, among others.§
    
    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 previously predicted.
Rather, smaller OEMs such as Peugeot, Honda, Hyundai/Kia, BMW and the emerging Chinese
automakers have strengthened their financial performance and 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 producers.§
    
    System/Modular Sourcing.OEMs are increasingly seeking suppliers capable of providing
larger assemblies, systems or modules. A system is a group of components which may be
dispersed throughout the vehicle, yet operate together to provide a specific engineering
function. Modules, on the other hand, consist of sub-assemblies at a specific location in
the vehicle, incorporating components from various functional systems which are assembled
and shipped to the OEM ready for installation in a vehicle as a unit. By outsourcing
complete systems or modules, 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. Tower Automotive has
capitalized on the system/modular 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.
While the Company continues to focus on systems and modules, it has made the determination
that its powertrain module business no longer fit the strategic direction of its U.S.
operations. This business is expected to be sold back to General Motors or their designee
in December 2006.§
    
    Growth in Emerging Markets.Countries such as China, Korea, Thailand, India, Mexico and
Brazil, and regions such as Eastern Europe, are expected to experience significant growth
in vehicle demand over the next ten years. OEMs are positioning themselves to reach these
emerging markets in a cost-effective manner. In order to best meet these OEM requirements,
the Company is well-positioned with more than 20 manufacturing facilities outside North
America, including locations in Germany, Italy, Belgium, Poland, Slovakia, Brazil, Korea,
China and a technical center in India.
 Products
  Product Category/Description
 Body structures and assemblies
  Complex body-in-white assemblies
  Lower vehicle frames and structures
  5




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##### Table of Contents



Chassis modules and systems
  Suspension components
  Other
   Years EndedDecember 31,Product Category
    
    2005
    
    2004
    
    2003Body structures and assemblies
    
    
    45
    %
    
    
    40
    %
    
    
    43
    %Complex body-in-white assemblies
    
    
    12
    
    
    
    7
    
    
    
    Lower vehicle frames and structures
    
    
    24
    
    
    
    27
    
    
    
    34Chassis modules and systems
    
    
    12
    
    
    
    16
    
    
    
    12Suspension components
    
    
    6
    
    
    
    8
    
    
    
    8Other
    
    
    1
    
    
    
    2
    
    
    
    3Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 Customers and Marketing
   6




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##### Table of Contents



Years EndedDecember 31,Customer
    
    2005
    
    2004
    
    2003Ford Motor Company
    
    
    30
    %
    
    
    34
    %
    
    
    35
    %General Motors
    
    
    13
    
    
    
    14
    
    
    
    10DaimlerChrysler
    
    
    11
    
    
    
    14
    
    
    
    19Hyundai/Kia
    
    
    11
    
    
    
    10
    
    
    
    9Renault/Nissan
    
    
    10
    
    
    
    5
    
    
    
    1Volkswagen Group
    
    
    7
    
    
    
    7
    
    
    
    5Fiat
    
    
    4
    
    
    
    4
    
    
    
    4Toyota
    
    
    4
    
    
    
    4
    
    
    
    3BMW
    
    
    3
    
    
    
    2
    
    
    
    2Honda
    
    
    1
    
    
    
    1
    
    
    
    2Other
    
    
    6
    
    
    
    5
    
    
    
    10Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
  Years EndedDecember 31,Geographic Category
    
    2005
    
    2004
    
    2003North America
    
    
    61
    %
    
    
    66
    %
    
    
    71
    %Europe
    
    
    23
    
    
    
    20
    
    
    
    15Asia
    
    
    13
    
    
    
    12
    
    
    
    13South America
    
    
    3
    
    
    
    2
    
    
    
    1Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 7




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##### Table of Contents



Vehicle Manufacturer
    
    Car Models
    
    Truck ModelsFord
     Ford
    
    §
    
    Taurus, Mustang, Focus, Crown Victoria, Thunderbird, Ka, Five
Hundred, GT
    
    §
    
    Explorer, Explorer Sport Trac, Freestyle, Econoline,
Freestar, Escape, Expedition, Excursion, Ranger, Transit, F-Series
LD & HD, Medium Duty TrucksMercury
    
    §
    
    Sable, Grand Marquis, Montego
    
    §
    
    Mountaineer, Monterey, MarinerLincoln
    
    §
    
    LS, Towncar
    
    §
    
    Aviator, NavigatorMazda
    
    §
    
    6
    
    §
    
    Tribute, B-Series Pick-upVolvo
    
    §
    
    S40/V50, C30, C70Jaguar
    
    §
    
    XJ, S-TypeLand Rover
    
    
    
    
    
    §
    
    Range RoverDaimlerChryslerChrysler
    
    §
    
    Sebring, Sebring Convertible
    
    §
    
    Town & Country,Dodge
    
    §
    
    Stratus
    
    §
    
    Ram Pickup, Dakota, CaravanJeep
    
    
    
    
    
    §
    
    Wrangler, Grand CherokeeMercedes-Benz
    
    §
    
    A-Class, B-Class, C-Class, SLK, CLK, SL
    
    §
    
    Atego, Actros, Sprinter, Vario, AcceloSmart
    
    §
    
    Fortwo, CabrioGeneral MotorsCadillac
    
    §
    
    CTS, STS
    
    §
    
    SRXGMC
    
    
    
    
    
    §
    
    Sierra, Safari,Chevrolet
    
    
    
    
    
    §
    
    Silverado, Astro,Saturn
    
    
    
    
    
    §
    
    VueOpel
    
    §
    
    Astra, Agila, Corsa, Zafira, Meriva, VectraSaab
    
    §
    
    9-3Hyundai/KiaHyundai
    
    §
    
    Equus, NF Sonata, Click
    
    §
    
    Terracan, Starex, Libero, Porter, Porter IIKia
    
    §
    
    Spectra, Rio,-Lotze, Cerato, Opirus, Morning
    
    §
    
    Sportage, Carens, Pregio, Carnival, Grand Carnival,
Frontier, Sorento, Bongo IIIVolkswagen GroupVolkswagen
    
    §
    
    Passat, Bora, Golf, GOL, Polo, Kombi, Santana, Fox, Jetta,
Phaeton
    
    §
    
    Caddy Van, Touareg, T5, CrafterAudi
    
    §
    
    A3, A4, A6, Cabrio, TTSkoda
    
    §
    
    Fabia, Octavia, SuperbRenault/NissanRenault
    
    §
    
    Clio, Twingo, Megane, Kangoo, Modus, Scenic, EspaceNissan
    
    §
    
    Sentra, Micra
    
    §
    
    Quest, Xterra, Frontier, Pathfinder, Titan, ArmadaInfiniti
    
    
    
    
    
    §
    
    QX56Fiat
     Fiat
    
    §
    
    Croma, Marea, Grande Punto Punto, Palio, Panda, Stilo,
Multipla, Uno, Idea, Barchetta, Strada, Sedici
    
    §
    
    DucatoAlfa Romeo
    
    §
    
    Brera, 159, 147, 156, 166, GTLancia
    
    §
    
    Lybra, Thesis, Y, MusaToyotaToyota
    
    §
    
    Avalon, Camry, Solara, Corolla, Vios, Xiali, Crown
    
    §
    
    Sienna, Tacoma, Tundra, SequoiaLexus
    
    
    
    
    
    §
    
    RX330BMWBMW
    
    §
    
    3 Series, 1 Series
    
    §
    
    X5, X3HondaHonda
    
    §
    
    Accord, Civic, Fit
    
    §
    
    Odyssey, Element, Pilot, RidgelineAcura
    
    §
    
    EL, TL
    
    §
    
    MDXPSAPeugeot
    
    §
    
    206Citroen
    
    §
    
    C3BentleyBentley
    
    §
    
    Continental CoupePorschePorsche
    
    §
    
    911, Boxter
    
    §
    
    CayenneSuzukiSuzuki
    
    §
    
    Wagon R+, Ignis, SwiftCheryChery
    
    §
    
    Flagcloud, WindCloud, Orient Son, Tiggo,
 8




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Design, Development and Engineering Support
   Manufacturing
      9




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##### Table of Contents



Competition
   Suppliers and Raw Materials
   Colleagues
  10




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Patents and Trademarks
  ®
 Backlog
  Seasonality
  Environmental Matters
    11




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12




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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 Ford, GM and DaimlerChrysler as its largest customers and on selected
vehicle programs.
  The Company may be adversely impacted by the inability to reduce costs.
   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; and
    
    the Company may find it difficult to manage a large organization spread throughout
various countries.
 13




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Currency exchange rate fluctuations could have an adverse effect on revenues and financial results.
  The Companys business may be disrupted by work stoppages and other labor matters.
   The Companys ability to obtain new program awards.
   14




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The Company may incur material losses as a result of product liability and warranty and recall
claims.
    Prolonged continuation of the Chapter 11 Cases may harm the Companys businesses.
  The Company may not be able to obtain confirmation of its Chapter 11 plan.
  15




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1B. Unresolved Staff Comments.
  16




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Item 2. Properties.
  SquareNorth American Locations
    
    Footage
    
    
    Type of Interest
    
    Description of UseElkton, Michigan
    
    
    1,100,000
    
    
    Owned
    
    ManufacturingMilan, Tennessee
    
    
    531,000
    
    
    Leased
    
    ManufacturingChicago, Illinois
    
    
    480,000
    
    
    Leased
    
    ManufacturingGranite City, Illinois
    
    
    458,000
    
    
    Leased
    
    ManufacturingClinton Township, Michigan
    
    
    385,000
    
    
    Leased
    
    ManufacturingToronto, Ontario
    
    
    329,400
    
    
    Owned
    
    ManufacturingBardstown, Kentucky
    
    
    300,000
    
    
    Owned
    
    ManufacturingPlymouth, Michigan
    
    
    294,000
    
    
    Leased
    
    ManufacturingSmyrna, Tennessee
    
    
    254,000
    
    
    Leased
    
    ManufacturingLansing, Michigan
    
    
    250,000
    
    
    Leased
    
    ManufacturingBluffton, Ohio
    
    
    218,000
    
    
    Leased
    
    ManufacturingBellevue, Ohio (2 locations)
    
    
    200,000
    
    
    Owned
    
    ManufacturingMadison, Mississippi
    
    
    200,000
    
    
    Leased
    
    ManufacturingTraverse City, Michigan
    
    
    170,000
    
    
    Owned
    
    ManufacturingGreenville, Michigan
    
    
    156,000
    
    
    Owned
    
    ManufacturingAuburn, Indiana
    
    
    132,000
    
    
    Leased
    
    ManufacturingKendallville, Indiana
    
    
    131,000
    
    
    Leased
    
    ManufacturingNovi, Michigan
    
    
    113,500
    
    
    Leased
    
    Corporate Office/Technical CenterUpper Sandusky, Ohio
    
    
    56,000
    
    
    Leased
    
    ManufacturingGrand Rapids, Michigan
    
    
    13,600
    
    
    Leased
    
    OfficeInternational 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/OfficeChangchun, China
    
    
    179,200
    
    
    (1)
    
    ManufacturingDuisburg, Germany
    
    
    125,900
    
    
    Owned
    
    ManufacturingKwangju Metropolitan City, Pyeongdong,
Korea
    
    
    121,000
    
    
    (3)
    
    ManufacturingKwangju Metropolitan City, Hanam, Korea
    
    
    107,000
    
    
    Owned
    
    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. 17




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(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.(3)
    
    The building is owned and the land is leased.
  
 Item 3. Legal Proceedings.
     
 Item 4. Submission of Matters to a Vote of Security Holders.
  18




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PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
  Low
    
    
    High2004First quarter
    
    $
    4.35
    
    
    $
    7.53Second quarter
    
    
    3.33
    
    
    
    5.83Third quarter
    
    
    2.08
    
    
    
    3.72Fourth quarter
    
    
    1.20
    
    
    
    2.402005First quarter
    
    $
    0.18
    
    
    $
    2.69Second quarter
    
    
    0.06
    
    
    
    0.18Third quarter
    
    
    0.06
    
    
    
    0.25Fourth quarter
    
    
    0.05
    
    
    
    0.15
  Dividend policy and restrictions
  Equity Repurchases
  19




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##### Table of Contents



Item 6. Selected Financial Data.
  Years Ended December 31,2005 (1)
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001(as restated)

    (in thousands)(9)Statement of Operations Data:Revenues
    
    $
    3,283,653
    
    
    $
    3,178,724
    
    
    $
    2,815,749
    
    
    $
    2,754,464
    
    
    $
    2,467,433Cost of sales
    
    
    3,102,853
    
    
    
    2,953,041
    
    
    
    2,560,689
    
    
    
    2,456,380
    
    
    
    2,190,248Selling, general and administrative
expenses
    
    
    149,723
    
    
    
    145,217
    
    
    
    155,500
    
    
    
    143,822
    
    
    
    139,203Amortization expense (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,804Restructuring and asset impairment
charges, net
    
    
    129,591
    
    
    
    (713
    )
    
    
    157,532
    
    
    
    61,125
    
    
    
    383,739Other income
    
    
    (7,748
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Goodwill impairment charge (8)
    
    
    
    
    
    
    337,230
    
    
    
    
    
    
    
    
    
    
    
    Operating income (loss)
    
    
    (90,766
    )
    
    
    (256,051
    )
    
    
    (57,972
    )
    
    
    93,137
    
    
    
    (270,561
    )Interest expense, net (3)
    
    
    103,037
    
    
    
    141,978
    
    
    
    92,747
    
    
    
    70,267
    
    
    
    73,765Chapter 11 and related reorganization items
    
    
    167,438
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain on derivative
    
    
    
    
    
    
    (3,860
    )
    
    
    
    
    
    
    
    
    
    
    Provision (benefit) for income taxes (8)
    
    
    16,438
    
    
    
    174,798
    
    
    
    (50,811
    )
    
    
    7,636
    
    
    
    (73,312
    )Income (loss) before cumulative effect of
change in accounting principle (2) (4)
    
    
    (365,520
    )
    
    
    (551,619
    )
    
    
    (124,675
    )
    
    
    15,180
    
    
    
    (267,524
    )Net (loss)
    
    
    (373,372
    )
    
    
    (551,619
    )
    
    
    (124,675
    )
    
    
    (97,606
    )
    
    
    (267,524
    )Basic earnings (loss) per share before
cumulative effect of change in accounting
principle
    
    $
    (6.24
    )
    
    $
    (9.50
    )
    
    $
    (2.20
    )
    
    $
    0.26
    
    
    $
    (5.87
    )Diluted earnings (loss) per share before
cumulative effect of change in accounting
principle
    
    $
    (6.24
    )
    
    $
    (9.50
    )
    
    $
    (2.20
    )
    
    $
    0.26
    
    
    $
    (5.87
    )Basic earnings (loss) per share
    
    $
    (6.37
    )
    
    $
    (9.50
    )
    
    $
    (2.20
    )
    
    $
    (1.70
    )
    
    $
    (5.87
    )Diluted earnings (loss) per share
    
    $
    (6.37
    )
    
    $
    (9.50
    )
    
    $
    (2.20
    )
    
    $
    (1.70
    )
    
    $
    (5.87
    )
 Dec. 31,
    
    
    Dec. 31,
    
    
    Dec. 31,
    
    
    Dec. 31,
    
    
    Dec. 31,2005 (1)
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001(as restated)(9)Balance Sheet Data:Working capital (deficit)
    
    $
    38,091
    
    
    $
    (278,432
    )
    
    $
    (366,904
    )
    
    $
    (305,466
    )
    
    $
    (379,785
    )Total assets
    
    
    2,291,226
    
    
    
    2,563,338
    
    
    
    2,846,409
    
    
    
    2,557,885
    
    
    
    2,533,436Current liabilities not subject
to compromise
    
    
    699,819
    
    
    
    1,057,536
    
    
    
    1,105,601
    
    
    
    822,647
    
    
    
    819,955Liabilities subject to compromise
    
    
    1,284,217
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Long-term debt and capital
leases, net (5)
    
    
    669,131
    
    
    
    1,398,108
    
    
    
    1,103,657
    
    
    
    764,935
    
    
    
    805,688Other long-term obligations (6)
    
    
    125,682
    
    
    
    214,782
    
    
    
    223,641
    
    
    
    199,477
    
    
    
    201,635Mandatorily redeemable trust
convertible preferred securities
(7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    258,750
    
    
    
    258,750Stockholders investment (deficit)
    
    
    (487,623
    )
    
    
    (107,088
    )
    
    
    413,510
    
    
    
    512,076
    
    
    
    447,408
 
 (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 20




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##### Table of Contents



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 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 Sheet at December 31, 2005.(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 $148.4 million to fully reserve for its U.S. Federal and state deferred tax asset.(9)
    
    As discussed in Note 1 to the financial statements, the
accompanying 2004 consolidated financial statements have been
restated.
 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.
   
    
    Restructure the Companys North American operations;
    
    Comply with the terms and conditions of the DIP financing agreement described in Note 8
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 Companys 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




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##### 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 agreed
    
    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
 25




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##### Table of Contents



Pension and Other Post-Retirement Benefits
  ®
 Results of Operations
  Year Ended December 31, 2005 Compared to the Year Ended December 31, 2004
 Revenues.
 Gross Profit and Gross Margin
 Selling, General and Administrative Expenses
 26




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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
 Year Ended December 31, 2004 Compared to the Year Ended December 31, 2003
 Revenues.
 Gross Profit and Gross Margin
 27




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##### Table of Contents



Selling, General and Administrative Expenses
 Goodwill Impairment Charge
 Interest Expense, Net
 Unrealized Gain on Derivative
 Provision (Benefit) for Income Taxes
 Write-Down of Joint Venture Investment to Market Value
 Equity in Earnings of Joint Ventures
 Minority Interest
 28




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##### Table of Contents



Gain on Sale of Joint Venture, Net of Tax
 RESTRUCTURING AND ASSET IMPAIRMENT
  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
re-located as a result of
disposal, exit or
consolidation activities
    
    11.
    
    Cost of goods sold
  LIQUIDITY AND CAPITAL RESOURCES
  29




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Chapter 11 Impact
     30




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##### Table of Contents



DIP Financing
  Back-Stop Agreement
   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
    
    $
    254,671
    
    
    $
    148,486
    
    
    $
    55,904
    
    
    $
    6,516
    
    
    $
    43,765Cash interest payments
    
    
    51,000
    
    
    
    51,000
    
    
    
    
    
    
    
    
    
    
    
    DIP financing
    
    
    531,000
    
    
    
    
    
    
    
    531,000
    
    
    
    
    
    
    
    Pension contributions
    
    
    30,400
    
    
    
    30,400
    
    
    
    
    
    
    
    
    
    
    
    Capital and
tooling purchase obligations
    
    
    157,600
    
    
    
    157,600
    
    
    
    
    
    
    
    
    
    
    
    Capital lease obligation
    
    
    45,429
    
    
    
    7,775
    
    
    
    18,870
    
    
    
    2,281
    
    
    
    16,503Operating leases
    
    
    230,993
    
    
    
    38,435
    
    
    
    99,205
    
    
    
    21,788
    
    
    
    71,565Total contractual obligations at December 31, 2005
    
    $
    1,301,093
    
    
    $
    433,696
    
    
    $
    704,979
    
    
    $
    30,585
    
    
    $
    131,833
  31




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##### Table of Contents



Stock Options
   MARKET RISK
      OPPORTUNITIES
  32




---



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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
  
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  33




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##### Table of Contents



Item 8. Financial Statements and Supplementary Data
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Page (s)Tower Automotive, Inc. Financial StatementsReport of Independent Registered Public Accounting Firm
    
    
    35Consolidated
Balance Sheets at December 31, 2005 and 2004 (as restated)
    
    
    38Consolidated Statements of Operations for the years ended December 31, 2005, 2004 (as restated) and 2003
    
    
    39Consolidated Statements of Stockholders Investment (Deficit) for the years ended
December 31, 2005, 2004 (as restated) and 2003
    
    
    40Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 (as
restated) and 2003
    
    
    41Notes to Consolidated Financial Statements
    
    
    42
 34




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
        35




---



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DELOITTE & TOUCHE LLP
   36




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
      
 37




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##### Table of Contents



CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except for per share amounts)
 December 31,2005
    
    
    2004(as restated,

 see Note 1)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    65,791
    
    
    $
    149,101Accounts receivable
    
    
    363,040
    
    
    
    346,031Inventories
    
    
    123,433
    
    
    
    159,034Prepaid tooling and other
    
    
    185,646
    
    
    
    124,938Total current assets
    
    
    737,910
    
    
    
    779,104Property, plant and equipment, net
    
    
    1,038,794
    
    
    
    1,205,640Investments in joint ventures
    
    
    228,634
    
    
    
    227,740Goodwill
    
    
    153,037
    
    
    
    174,563Other assets, net
    
    
    132,851
    
    
    
    176,291$
    2,291,226
    
    
    $
    2,563,338LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities, not subject to compromise:Current maturities of long-term debt and capital lease obligations
    
    $
    151,755
    
    
    $
    133,156Accounts payable
    
    
    378,816
    
    
    
    638,118Accrued liabilities
    
    
    169,248
    
    
    
    286,262Total current liabilities
    
    
    699,819
    
    
    
    1,057,536Liabilities subject to compromise
    
    
    1,284,217
    
    
    
    Non-current liabilities, not subject to compromise:Long-term debt, net of current maturities
    
    
    107,823
    
    
    
    1,239,562Debtor-in-possession borrowings
    
    
    531,000
    
    
    
    Convertible senior debentures
    
    
    
    
    
    
    121,723Obligations under capital leases, net of current maturities
    
    
    30,308
    
    
    
    36,823Other noncurrent liabilities
    
    
    125,682
    
    
    
    214,782Total noncurrent liabilities
    
    
    794,813
    
    
    
    1,612,890Commitments and contingencies
    
    
    
    
    
    
    Stockholders deficit:Preferred stock, par value $1; 5,000 shares authorized; no shares
issued or outstanding
    
    
    
    
    
    
    Common stock, par value $.01; 200,000 shares authorized; 66,627
issued and 58,529 outstanding in 2005; 66,579 issued and 58,481
outstanding in 2004
    
    
    666
    
    
    
    666Additional paid-in capital
    
    
    681,102
    
    
    
    681,084Retained deficit
    
    
    (1,106,840
    )
    
    
    (733,468
    )Deferred compensation plans
    
    
    (6,798
    )
    
    
    (7,636
    )Accumulated other comprehensive income (loss)
    
    
    (6,429
    )
    
    
    1,590Treasury stock, at cost: 8,098 shares in 2005 and 2004
    
    
    (49,324
    )
    
    
    (49,324
    )Total stockholders deficit
    
    
    (487,623
    )
    
    
    (107,088
    )$
    2,291,226
    
    
    $
    2,563,338
  38




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##### Table of Contents



TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)
 Years Ended December 31,2005
    
    
    2004
    
    
    2003(as
restated, see Note 1)Revenues
    
    $
    3,283,653
    
    
    $
    3,178,724
    
    
    $
    2,815,749Cost of sales
    
    
    3,102,853
    
    
    
    2,953,041
    
    
    
    2,560,689Gross profit
    
    
    180,800
    
    
    
    225,683
    
    
    
    255,060Selling, general and administrative expenses
    
    
    149,723
    
    
    
    145,217
    
    
    
    155,500Restructuring and asset impairment charges, net
    
    
    129,591
    
    
    
    (713
    )
    
    
    157,532Other income
    
    
    (7,748
    )
    
    
    
    
    
    
    Goodwill impairment charges
    
    
    
    
    
    
    337,230
    
    
    
    Operating loss
    
    
    (90,766
    )
    
    
    (256,051
    )
    
    
    (57,972
    )Interest expense (Contractual interest of $175,404 in 2005)
    
    
    104,513
    
    
    
    143,745
    
    
    
    95,222Interest income
    
    
    (1,476
    )
    
    
    (1,767
    )
    
    
    (2,475
    )Unrealized gain on derivative
    
    
    3⁄4
    
    
    
    (3,860
    )
    
    
    3⁄4Chapter 11 and related reorganization items
    
    
    167,438
    
    
    
    3⁄4
    
    
    
    3⁄4Loss before provision for income taxes, equity in
earnings of joint ventures and minority interest
    
    
    (361,241
    )
    
    
    (394,169
    )
    
    
    (150,719
    )Provision (benefit) for income taxes
    
    
    16,438
    
    
    
    174,798
    
    
    
    (50,811
    )Loss before equity in earnings of joint ventures,
minority interest and gain on sale of joint venture
    
    
    (377,679
    )
    
    
    (568,967
    )
    
    
    (99,908
    )Write-down of joint venture investment to market value,
net of tax
    
    
    
    
    
    
    
    
    
    
    (27,436
    )Equity in earnings of joint ventures, net of tax
    
    
    17,153
    
    
    
    13,370
    
    
    
    13,298Minority interest, net of tax
    
    
    (4,994
    )
    
    
    (5,754
    )
    
    
    (10,629
    )Gain on sale of joint venture
    
    
    
    
    
    
    9,732
    
    
    
    Income before cumulative effect of accounting change
    
    
    (365,520
    )
    
    
    (551,619
    )
    
    
    (124,675
    )Cumulative effect of accounting change, net of tax
    
    
    (7,852
    )
    
    
    3⁄4
    
    
    
    3⁄4Net loss
    
    $
    (373,372
    )
    
    $
    (551,619
    )
    
    $
    (124,675
    )Basic and diluted loss per share:Loss before cumulative effect of accounting change
    
    
    (6.24
    )
    
    
    (9.50
    )
    
    
    (2.20
    )Cumulative effect of accounting change
    
    
    (0.13
    )
    
    
    3⁄4
    
    
    
    Net loss
    
    $
    (6.37
    )
    
    $
    (9.50
    )
    
    $
    (2.20
    )Weighted average basic and diluted shares outstanding
    
    
    58,645
    
    
    
    58,077
    
    
    
    56,703
  39




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TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS INVESTMENT (DEFICIT)
(amounts in thousands, except share data)
 AccumulatedOther
    
    
    
    
    
    
    
    
    
    
    TotalAdditional
    
    
    Retained
    
    
    Deferred
    
    
    Comprehensive
    
    
    
    
    
    
    
    
    
    
    StockholdersCommon Stock
    
    
    Paid-in
    
    
    Earnings
    
    
    Compensation
    
    
    Income
    
    
    Treasury Stock
    
    
    InvestmentShares
    
    
    Amount
    
    
    Capital
    
    
    (Deficit)
    
    
    Plans
    
    
    (Loss)
    
    
    Shares
    
    
    Amount
    
    
    (Deficit)BALANCE, December 31, 2002
    
    
    65,878,655
    
    
    $
    659
    
    
    $
    683,072
    
    
    $
    (57,174
    )
    
    $
    (10,746
    )
    
    $
    (43,875
    )
    
    
    (9,827,800
    )
    
    $
    (59,860
    )
    
    $
    512,076Sales of stock under Employee Stock Discount Purchase Plan
    
    
    252,156
    
    
    
    2
    
    
    
    650
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    652Deferred Income Stock Plan deferrals
    
    
    
    
    
    
    
    
    
    
    3,395
    
    
    
    
    
    
    
    (3,395
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deferred Income Stock Plan forfeitures
    
    
    
    
    
    
    
    
    
    
    (199
    )
    
    
    
    
    
    
    199
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deferred Income Stock Plan distributions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,999
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,999Deferred Income Stock Plan funding
    
    
    
    
    
    
    
    
    
    
    (6,310
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,035,874
    
    
    
    6,310
    
    
    
    Restricted stock grants earned and forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,316
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,316Restricted stock grant distributions
    
    
    2,920
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (124,675
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other comprehensive income (loss):Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,609
    
    
    
    
    
    
    
    Unrealized
gain on qualifying cash flow hedges, net of tax of $2,362
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,586
    
    
    
    
    
    
    
    Minimum
pension liability, net of tax of $6,218
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,071
    )
    
    
    
    
    
    
    Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (103,551
    )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 (as
restated, see Note 1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (551,619
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other comprehensive income (loss):Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,760
    
    
    
    
    
    
    
    Unrealized
gain on qualifying cash flow hedges (as restated, see Note 1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,020
    
    
    
    
    
    
    
    Minimum
pension liability (as restated, see Note 1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,439
    )
    
    
    
    
    
    
    Total
comprehensive income (as restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (527,278
    )Balance,
December 31, 2004 (as restated)
    
    
    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
    )
  40




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##### Table of Contents



TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
 Years Ended December 31,2005
    
    
    2004
    
    
    2003(as restated,
 see Note 1)Operating Activities:Net loss
    
    $
    (373,372
    )
    
    $
    (551,619
    )
    
    $
    (124,675
    )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
    
    
    
    
    
    
    337,230
    
    
    
    Chapter 11 and related reorganization expenses, net
    
    
    143,139
    
    
    
    
    
    
    
    Non-cash restructuring and asset impairment charges,
net
    
    
    122,651
    
    
    
    (6,276
    )
    
    
    155,750Customer recovery related to program cancellation
    
    
    
    
    
    
    
    
    
    
    15,600Unrealized gain on derivative
    
    
    
    
    
    
    (3,860
    )
    
    
    Deferred income tax provision (benefit)
    
    
    (1,974
    )
    
    
    164,854
    
    
    
    (36,027
    )Depreciation
    
    
    178,687
    
    
    
    152,156
    
    
    
    151,198Gain on sale of joint venture
    
    
    
    
    
    
    (9,732
    )
    
    
    Write-down of joint venture investment to market value
    
    
    
    
    
    
    
    
    
    
    27,436Equity in earnings of joint ventures, net of tax
    
    
    (17,153
    )
    
    
    (13,370
    )
    
    
    (13,298
    )Proceeds from receivables securitization
    
    
    74,025
    
    
    
    44,817
    
    
    
    Change in other operating items:Accounts receivable
    
    
    (91,034
    )
    
    
    (99,574
    )
    
    
    (76,258
    )Inventories
    
    
    35,601
    
    
    
    (29,030
    )
    
    
    3,070Prepaid tooling and other
    
    
    (54,881
    )
    
    
    (33,276
    )
    
    
    8,771Accounts payable and accrued liabilities
    
    
    (120,207
    )
    
    
    123,664
    
    
    
    102,277Other assets and liabilities
    
    
    36,718
    
    
    
    (41,160
    )
    
    
    (29,046
    )Net cash provided by (used in) operating activities
    
    
    (59,948
    )
    
    
    34,824
    
    
    
    184,798Investing Activities:Cash disbursed for purchases of property, plant and
equipment
    
    
    (152,644
    )
    
    
    (170,990
    )
    
    
    (230,126
    )Acquisitions, net of cash acquired, including joint
venture interests and earnout payments
    
    
    
    
    
    
    (21,299
    )
    
    
    8,503Proceeds from sale of joint venture investment
    
    
    
    
    
    
    51,700
    
    
    
    Net cash used for investing activities
    
    
    (152,644
    )
    
    
    (140,589
    )
    
    
    (221,623
    )Financing Activities:Proceeds from borrowings
    
    
    56,152
    
    
    
    613,785
    
    
    
    1,664,567Repayments of borrowings
    
    
    (500,730
    )
    
    
    (519,921
    )
    
    
    (1,481,212
    )Proceeds from DIP credit facility
    
    
    1,293,507
    
    
    
    
    
    
    
    Repayments of DIP credit facility
    
    
    (719,647
    )
    
    
    
    
    
    
    Net proceeds from issuance of common stock
    
    
    
    
    
    
    103
    
    
    
    670Net cash provided by financing activities
    
    
    129,282
    
    
    
    93,967
    
    
    
    184,025Net Change in Cash and Cash Equivalents
    
    
    (83,310
    )
    
    
    (11,798
    )
    
    
    147,200Cash and Cash Equivalents, beginning of year
    
    
    149,101
    
    
    
    160,899
    
    
    
    13,699Cash and Cash Equivalents, end of year
    
    $
    65,791
    
    
    $
    149,101
    
    
    $
    160,899Supplemental Cash Flow Information:Interest paid, net of amounts capitalized
    
    $
    63,305
    
    
    $
    130,577
    
    
    $
    87,660Income taxes refunded
    
    $
    24,116
    
    
    $
    (598
    )
    
    $
    (12
    )Non Cash Financing and Investing Activities:Deferred Income Stock Plan
    
    $
    (34
    )
    
    $
    636
    
    
    $
    3,395Net (decrease) increase in liabilities for purchases
of property, plant and equipment
    
    $
    (29,113
    )
    
    $
    39,936
    
    
    $
    
  41




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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
    Restatement
    Year EndedDecember 31, 2004As previously
    
    Asreported
    

restatedConsolidated Financial Statement CaptionConsolidated Balance SheetOther assets, net
    
    $
    173,727
    
    
    $
    176,291Other noncurrent liabilities
    
    
    226,062
    
    
    
    214,782Retained deficit
    
    
    (715,754
    )
    
    
    (733,468
    )Accumulated other comprehensive income (loss)
    
    
    (29,968
    )
    
    
    1,590Total stockholders deficit
    
    
    (120,932
    )
    
    
    (107,088
    )Consolidated Statement of OperationsProvision (benefit) for income taxes
    
    
    157,084
    
    
    
    174,798Loss before equity in earning of joint ventures, minority interest and
gain on sale of joint venture
    
    
    (551,253
    )
    
    
    (568,967
    )Income before cumulative effect of accounting change
    
    
    (533,905
    )
    
    
    (551,619
    )Net loss
    
    
    (533,905
    )
    
    
    (551,619
    )Basic &
diluted loss per share
    
    
    (9.19
    )
    
    
    (9.50
    )Consolidated Statement of Cash FlowsDeferred income tax provision (benefit)
    
    
    167,720
    
    
    
    164,854Accounts payable and accrued liabilities
    
    
    163,600
    
    
    
    123,664Other assets and liabilities
    
    
    (61,740
    )
    
    
    (41,160
    )Net cash provided by operating activities
    
    
    74,760
    
    
    
    34,824Cash disbursed for purchases of property, plant and equipment*
    
    
    (210,926
    )
    
    
    (170,990
    )Net cash used in investing activities
    
    
    (180,525
    )
    
    
    (140,589
    )Net increase in liabilities for purchases of property, plant and equipment
    
    
    
    
    
    
    39,936
 
  42




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##### Table of Contents



Asset Retirement Obligations
  2. Chapter 11 Reorganization Proceedings
    43




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##### Table of Contents



Financial Statement Classification
    December 31, 2005Debt:5.75% Convertible senior debentures
    
    $
    124,999Due to Tower Automotive Capital Trust
    
    
    258,7509.25% Senior Euro notes
    
    
    177,60012% Senior notes
    
    
    258,000Total debt
    
    
    819,349Pension and
other post-retirement benefits
    
    
    162,886Pre-petition accounts payable and accruals
    
    
    195,294Accrued interest on debt subject to compromise
    
    
    21,343Executory Contracts
    
    
    85,345Consolidated liabilities subject to compromise
    
    $
    1,284,217
  Professional fees directly related to the filing
    
    $
    30,753Key employee retention costs
    
    
    5,374Write off of deferred financing costs
    
    
    29,135Estimated executory contract rejection damages
    
    
    101,968Other expenses directly attributable to the Companys reorganization
    
    
    208Total
    
    $
    167,438
  44




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##### Table of Contents



Debtors Financial Statements
  Debtors Condensed Combined Balance Sheet
Debtors- in-Possession
 December 31, 2005ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    858Accounts receivable
    
    
    173,206Inventories
    
    
    60,068Prepaid tooling and other
    
    
    65,882Total current assets
    
    
    300,014Property, plant and equipment, net
    
    
    538,598Investments in and advances to non-debtor subsidiaries
    
    
    796,662Other assets, net
    
    
    60,959Total assets
    
    $
    1,696,233LIABILITIES AND STOCKHOLDERS DEFICITCurrent Liabilities Not Subject to Compromise:Current maturities of long-term debt and capital lease
obligations
    
    $
    14,257Accounts payable
    
    
    134,069Accrued liabilities
    
    
    87,098Total current liabilities
    
    
    235,424Liabilities subject to compromise
    
    
    1,300,580Non-Current Liabilities Not Subject to Compromise:Long-term debt, net of current maturities
    
    
    84,754Debtor-in-possession borrowings
    
    
    531,000Other noncurrent liabilities
    
    
    32,098Total noncurrent liabilities
    
    
    647,852Total stockholders deficit
    
    
    (487,623
    )Total liabilities and stockholders deficit
    
    $
    1,696,233
 45




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##### Table of Contents



Debtors Condensed Combined Statement of Operations
Debtors-in- Possession
 Year EndedDecember 31,2005Revenues
    
    $
    1,953,180Cost of sales
    
    
    1,890,335Gross profit
    
    
    62,845Selling, general and administrative expenses
    
    
    92,181Restructuring and asset impairment charges, net
    
    
    126,967Other income
    
    
    (12,312
    )Operating loss
    
    
    (143,991
    )Interest expense
    
    
    91,215Interest income
    
    
    (151
    )Inter-company interest income
    
    
    (22,339
    )Chapter 11 and related reorganization items
    
    
    167,438Loss before provision for income taxes, equity
in earnings of joint ventures and equity in earnings
from non-Debtor subsidiaries
    
    
    (380,154
    )Benefit for income taxes
    
    
    (9,339
    )Loss before equity in earnings of joint
ventures and equity in earnings of non-Debtor
subsidiaries
    
    
    (370,815
    )Equity in earnings of joint ventures, net of tax
    
    
    43Equity in earnings of non-Debtor subsidiaries
    
    
    3,947Loss before cumulative effect of accounting change
    
    
    (366,825
    )Cumulative effect of accounting change, net
    
    
    (6,547
    )Net loss
    
    $
    (373,372
    )
 46




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##### Table of Contents



Debtors Condensed Combined Statement of Cash Flows
Debtors- in-Possession
 Year Ended 
December 31,2005OPERATING ACTIVITIES:Net loss
    
    $
    (373,372
    )Adjustments required to reconcile net loss to net
cash provided by (used in) operating activities:Cumulative effect of change in accounting principle
    
    
    6,547Chapter 11 and related reorganization items, net
    
    
    143,139Non-cash restructuring and impairment, net
    
    
    121,084Depreciation
    
    
    104,318Equity in earnings of joint ventures and subsidiaries, net
    
    
    (3,990
    )Change in working capital and other operating items
    
    
    (182,272
    )Net cash used in operating activities
    
    
    (184,546
    )INVESTING ACTIVITIES:Cash disbursed for purchases of property, plant and equipment
    
    
    (65,167
    )Net cash used in investing activities
    
    
    (65,167
    )FINANCING ACTIVITIES:Repayments of borrowings
    
    
    (430,371
    )Proceeds from DIP credit facility
    
    
    1,293,507Repayments of DIP credit facility
    
    
    (719,647
    )Net cash provided by financing activities
    
    
    143,489NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    (106,224
    )Cash and cash equivalents, beginning of period
    
    
    107,082CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    858
 3. Significant Accounting Policies
 Financial Statement Presentation
  Principles of Consolidation
   47




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##### Table of Contents



Cash and Cash Equivalents
  Inventories
  December 31,2005
    
    
    2004Raw materials
    
    $
    56,309
    
    
    $
    91,220Work-in-process
    
    
    30,710
    
    
    
    26,820Finished goods
    
    
    36,414
    
    
    
    40,994$
    123,433
    
    
    $
    159,034
 Tooling and Other Design Costs
  December 31,2005
    
    
    2004Reimbursable pre-production design and development costs
    
    $
    32,884
    
    
    $
    36,897Customer-owned tooling
    
    
    106,846
    
    
    
    52,366Supplier-owned tooling
    
    
    19,606
    
    
    
    40,544Total
    
    $
    159,336
    
    
    $
    129,807
  Property, Plant and Equipment
  Buildings and improvements
    
    
    15 to 40 yearsMachinery and equipment
    
    
    3 to 20 years
  48




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##### Table of Contents



December 31,2005
    
    
    2004Land
    
    $
    69,289
    
    
    $
    50,094Buildings and improvements
    
    
    374,078
    
    
    
    402,103Machinery and equipment
    
    
    1,260,194
    
    
    
    1,398,657Construction in progress
    
    
    135,687
    
    
    
    103,0991,839,248
    
    
    
    1,953,953Less-accumulated depreciation
    
    
    (800,454
    )
    
    
    (748,313
    )Property, plant and equipment, net
    
    $
    1,038,794
    
    
    $
    1,205,640
 Long-Lived Assets
  Goodwill
    NorthAmerica
    
    
    International
    
    
    TotalBalance at January 1, 2004
    
    $
    336,468
    
    
    $
    162,195
    
    
    $
    498,663Currency translation adjustment
    
    
    762
    
    
    
    12,368
    
    
    
    13,130Goodwill impairment charge
    
    
    (337,230
    )
    
    
    
    
    
    
    (337,230
    )Balance at December 31, 2004
    
    
    
    
    
    
    174,563
    
    
    
    174,563Currency translation adjustment
    
    
    
    
    
    
    (21,526
    )
    
    
    (21,526
    )Balance at December 31, 2005
    
    $
    
    
    
    $
    153,037
    
    
    $
    153,037
 49




---



##### Table of Contents



Fair Value of Financial Instruments
   Derivative Financial Instruments
   Revenue Recognition
   50




---



##### Table of Contents



Income Taxes
  Segment Reporting
  Earnings (Loss) Per Share
  Stock-Based Compensation
   51




---



##### Table of Contents



Years Ended December 31,2005
    
    
    2004
    
    
    2003Net lossAs Reported
    
    $
    (373,372
    )
    
    $
    (551,619
    )
    
    $
    (124,675
    )Add: Stock-based employee
compensation expense included in
reported net loss, net of related
tax effects
    
    
    806
    
    
    
    758
    
    
    
    793Deduct: Total stock-based
employee compensation determined
under fair value based method for
all awards, net of related tax
effects
    
    
    (577
    )
    
    
    (1,122
    )
    
    
    (4,126
    )Pro forma net loss
    
    $
    (373,143
    )
    
    $
    (551,983
    )
    
    $
    (128,008
    )Basic loss per share as reported
    
    $
    (6.37
    )
    
    $
    (9.50
    )
    
    $
    (2.20
    )Pro Forma
    
    
    (6.36
    )
    
    
    (9.50
    )
    
    
    (2.26
    )Diluted loss per share as reported
    
    $
    (6.37
    )
    
    $
    (9.50
    )
    
    $
    (2.20
    )Pro forma
    
    
    (6.36
    )
    
    
    (9.50
    )
    
    
    (2.26
    )
    Foreign Currency Translation
  Restructuring Charges
  52




---



##### Table of Contents



Accumulated
Other Comprehensive Income
  December 31,20042005
    
    

(as
restated)Foreign currency translation
    
    $
    38,157
    
    
    $
    56,497Cash flow hedge derivative
    
    
    
    
    
    
    (217
    )Minimum pension liability
    
    
    (44,586
    )
    
    
    (54,690
    )Total other comprehensive income
    
    $
    (6,429
    )
    
    $
    1,590
 Estimates
  Recently Issued Accounting Pronouncements
    4. Accounts Receivable Securitization Facility
  53




---



##### Table of Contents



5. Acquisitions
    6. Investments in Joint Ventures
  54




---



##### Table of Contents



December 31,2005
    
    
    2004
    
    
    2003Condensed Statements of EarningsRevenues
    
    $
    661,033
    
    
    $
    435,465
    
    
    $
    952,965Gross profit
    
    $
    135,491
    
    
    $
    94,319
    
    
    $
    155,775Operating income
    
    $
    64,771
    
    
    $
    42,888
    
    
    $
    49,811Net income
    
    $
    44,066
    
    
    $
    34,583
    
    
    $
    27,879Condensed Balance SheetsCurrent assets
    
    $
    213,019
    
    
    $
    147,855
    
    
    $
    330,788Noncurrent assets
    
    
    356,156
    
    
    
    354,309
    
    
    
    701,293$
    569,175
    
    
    $
    502,164
    
    
    $
    1,032,081Current liabilities
    
    $
    137,203
    
    
    $
    94,275
    
    
    $
    285,796Noncurrent liabilities
    
    
    166,242
    
    
    
    188,693
    
    
    
    326,778Stockholders investment
    
    
    265,730
    
    
    
    219,196
    
    
    
    419,507$
    569,175
    
    
    $
    502,164
    
    
    $
    1,032,081
  7. Restructuring and Asset Impairment Charges
  55




---



##### 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
    
    
    $
    6,600Belcamp, 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
  56




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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 28
    
    
    1,200
    
    
    
    500
    
    
    
    700
    
    
    
    
    
    
    
    500 Gunpo,
Korea manufacturing
     operations  3/06Total Company
    
    
    
    
    
    $
    2,300
    
    
    $
    1,300
    
    
    $
    1,000
    
    
    $
    
    
    
    $
    1,300
  2003 Actions
  TotalAction and completion
    
    Action
    
    
    Estimated
    
    
    Employee
    
    
    Asset
    
    
    Other
    
    
    EstimatedDate
    
    Date
    
    
    Costs
    
    
    Related Costs
    
    
    Impairments
    
    
    Costs
    
    
    Cash CostsNorth American
SegmentConsolidation
of North American
corporate office
and technical
centers
    
    October
    
    $
    3,700
    
    
    $
    2,100
    
    
    $
    1,600
    
    
    $
    
    
    
    $
    2,100Production movement:
    
    May
27th
    
    
    25,000
    
    
    
    6,100
    
    
    
    12,600
    
    
    
    6,300
    
    
    
    6,100 Ford Ranger
frame to Bellevue,
OH  subsequently
cancelled see belowOther asset
impairments  see
below
    
    
    
    
    
    
    128,800
    
    
    
    
    
    
    
    128,800
    
    
    
    
    
    
    
    Total North
American Segment
    
    
    
    
    
    
    157,500
    
    
    
    8,200
    
    
    
    143,000
    
    
    
    6,300
    
    
    
    8,200International
Segment N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Company
    
    
    
    
    
    $
    157,500
    
    
    $
    8,200
    
    
    $
    143,000
    
    
    $
    6,300
    
    
    $
    8,200
  57




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##### Table of Contents



Accounting for Impairment or Disposal of Long-Lived Assets,
 Summary of Restructuring Plan Charges
  Severance and
    
    
    Lease andAsset
    
    
    Outplacement
    
    
    Other ExitImpairments
    
    
    Costs
    
    
    Costs
    
    
    TotalBalance at December 31, 2002
    
    $
    
    
    
    $
    4,513
    
    
    $
    9,260
    
    
    $
    13,773Provision
    
    
    14,213
    
    
    
    4,889
    
    
    
    9,654
    
    
    
    28,756Cash usage
    
    
    
    
    
    
    (6,718
    )
    
    
    (7,755
    )
    
    
    (14,473
    )Non-cash charges
    
    
    (14,213
    )
    
    
    
    
    
    
    (6,320
    )
    
    
    (20,533
    )Revision
    
    
    
    
    
    
    341
    
    
    
    (341
    )
    
    
    Balance 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
    
    
    $
    
    
    
    $
    523
 Restructuring and Asset Impairment Charges
  2005
    
    
    2004
    
    
    2003Restructuring and related asset impairments, net
    
    $
    97,120
    
    
    $
    5,563
    
    
    $
    28,756Revision of estimate
    
    
    (331
    )
    
    
    (6,276
    )
    
    
    Other asset impairments
    
    
    32,802
    
    
    
    
    
    
    
    128,776Total
    
    $
    129,591
    
    
    $
    (713
    )
    
    $
    157,532
 58




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##### Table of Contents



8. Debt
 Long-Term Debt
  December 31,
    
    
    December 31,2005
    
    
    2004Debtor-in-possession borrowings
    
    $
    531,000
    
    
    $
    Industrial development revenue bonds
    
    
    43,765
    
    
    
    43,765Second lien draws outstanding
    
    
    40,985
    
    
    
    Revolving credit facility
    
    
    
    
    
    
    50,000First lien term loan
    
    
    
    
    
    
    373,1255.75% Convertible Debentures, due May 15, 2024
    
    
    124,999
    
    
    
    121,7239.25% Senior Euro notes, due August 2010
    
    
    177,600
    
    
    
    203,55012.0% senior notes, due June 1, 2013 (at face value and net of
discount of $6,567, respectively, at 2004)
    
    
    258,000
    
    
    
    251,4336.75% Due to Tower Automotive Capital Trust, redeemable between June
30, 2001 and June 30, 2018
    
    
    258,750
    
    
    
    258,750Other foreign subsidiary indebtedness
    
    
    155,659
    
    
    
    163,953Other
    
    
    14,262
    
    
    
    19,6081,605,020
    
    
    
    1,485,907Less amounts subject to compromise
    
    
    (819,349
    )
    
    
    785,671
    
    
    
    1,485,907Less-current maturities
    
    
    (146,848
    )
    
    
    (124,622
    )Long-term debt not subject to compromise
    
    $
    638,823
    
    
    $
    1,361,285
  2006
    
    $
    146,8482007
    
    
    576,4572008
    
    
    11,3812009
    
    
    7022010
    
    
    6,516Thereafter
    
    
    43,767Total
    
    $
    785,671
 Chapter 11 Impact
  DIP Financing
  59




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##### Table of Contents



2004 Refinancing
     60




---



##### Table of Contents



61




---



##### Table of Contents



Other Indebtedness Not Subject to Compromise
   Weighted Average Interest Rates of Credit Facilities
   9. Income Taxes
  Years Ended December 31,2005
    
    
    2004
    
    
    2003Current Domestic
    
    $
    (6,036
    )
    
    $
    
    
    
    $
    (11,213
    )Foreign
    
    
    24,448
    
    
    
    9,944
    
    
    
    (3,571
    )18,412
    
    
    
    9,944
    
    
    
    (14,784
    )Deferred Domestic
    
    
    (4,243
    )
    
    
    153,727
    
    
    
    (48,491
    )Foreign
    
    
    2,269
    
    
    
    11,127
    
    
    
    12,464(1,974
    )
    
    
    164,854
    
    
    
    (36,027
    )$
    16,438
    
    
    $
    174,798
    
    
    $
    (50,811
    )
 62




---



##### Table of Contents



Years Ended December 31,2005
    
    
    2004
    
    
    2003Taxes at federal statutory rates
    
    $
    (126,434
    )
    
    $
    (137,959
    )
    
    $
    (52,752
    )Foreign taxes and other
    
    
    226
    
    
    
    7,925
    
    
    
    (14,469
    )Goodwill impairment
    
    
    
    
    
    
    70,670
    
    
    
    Foreign Dividend
    
    
    17,310
    
    
    
    
    
    
    
    Other permanent differences,
primarily interest, sale of
investment, state taxes, unrealized
gain on derivative
    
    
    7,497
    
    
    
    6,650
    
    
    
    (2,385
    )Bankruptcy costs
    
    
    32,579
    
    
    
    
    
    
    
    Valuation allowance
    
    
    85,260
    
    
    
    227,512
    
    
    
    18,795Total
    
    $
    16,438
    
    
    $
    174,798
    
    
    $
    (50,811
    )
  Years Ended December 31,2005
    
    
    2004
    
    
    2003Domestic
    
    $
    (370,467
    )
    
    $
    (425,060
    )
    
    $
    (183,070
    )Foreign
    
    
    9,226
    
    
    
    30,891
    
    
    
    32,351$
    (361,241
    )
    
    $
    (394,169
    )
    
    $
    (150,719
    )
  December 31,2005
    
    
    2004Accrued compensation costs
    
    $
    41,888
    
    
    $
    46,162Postretirement benefit obligations
    
    
    27,074
    
    
    
    24,095Loss contracts
    
    
    2,901
    
    
    
    4,049Facility closure and consolidation costs
    
    
    4,289
    
    
    
    7,103Net operating loss carryforwards and tax credits
    
    
    269,464
    
    
    
    237,800Other reserves and adjustments
    
    
    27,375
    
    
    
    28,729Deferred
income tax liabilities  fixed asset
and goodwill lives and methods, leases
    
    
    (15,547
    )
    
    
    (60,615
    )357,444
    
    
    
    287,323Less: Valuation allowance
    
    
    (361,852
    )
    
    
    (284,759
    )Net deferred income tax liabilities
    
    $
    (4,408
    )
    
    $
    2,564
    63




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##### Table of Contents



Accounting for
Contingencies
 10. Stockholders Investment (Deficit)
 Stock-Based Compensation
 Stock Option Plans
   WeightedShares
    
    
    
    
    
    
    
    AverageUnder
    
    
    
    
    
    
    
    ExerciseOption
    
    Exercise Price


    Price
    
    ExercisableOutstanding, December 31, 2002
    
    
    226,350
    
    
    $
    4.00
    
    $22.97
    
    
    
    18.65
    
    
    
    205,913Forfeited
    
    
    (58,650
    )
    
    
    4.00
    
    22.97
    
    
    
    20.03Outstanding, December 31, 2003
    
    
    167,700
    
    
    
    4.00
    
    22.97
    
    
    
    18.16
    
    
    
    167,700Forfeited
    
    
    (10,500
    )
    
    
    7.5625
    
    19.25
    
    
    
    16.47Outstanding, December 31, 2004
    
    
    157,200
    
    
    
    4.00
    
    22.97
    
    
    
    18.28
    
    
    
    157,200Forfeited
    
    
    (55,250
    )
    
    
    17.13
    
    22.97
    
    
    
    19.88Expired
    
    
    (1,950
    )
    
    
    
    
    4.00
    
    
    
    4.00Outstanding, December 31, 2005
    
    
    100,000
    
    
    
    7.56
    
    22.97
    
    
    
    17.67
    
    
    
    100,000
 64




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##### Table of Contents



Number
    
    Options Outstanding
    
    Options ExercisableRange of
    
    Outstanding
    
    Weighted-Average
    
    Weighted-
    
    Number
    
    Weighted-Exercisable
    
    At
    
    Remaining
    
    Average
    
    Exercisable
    
    AverageOptions
    
    12/31/05
    
    Contractual Life
    
    Exercise Price
    
    12/31/05
    
    Exercise Price$             7.56
    
    
    5,500
    
    
    
    0.14
    
    
    
    7.56
    
    
    
    5,500
    
    
    
    7.5617.13  22.97
    
    
    94,500
    
    
    
    2.63
    
    
    
    18.26
    
    
    
    94,500
    
    
    
    18.26
     WeightedWeighted
    
    Average FairShares
    
    
    
    
    
    Average
    
    Value ofUnder
    
    
    
    
    
    Exercise
    
    OptionsOption
    
    Exercise Price
    
    Price
    
    Granted
    
    ExercisableOutstanding, December 31, 2002
    
    
    2,957,445
    
    
    
    9.63  26.81
    
    
    
    13.46
    
    
    
    7.79
    
    
    
    925,605Granted
    
    
    562,900
    
    
    
    3.16
    
    
    
    3.16Granted
    
    
    3,000
    
    
    
    4.55
    
    
    
    4.55Forfeited
    
    
    (1,234,232
    )
    
    
    3.16  13.75
    
    
    
    12.35Outstanding, December 31, 2003
    
    
    2,289,113
    
    
    
    3.16  26.81
    
    
    
    11.51
    
    
    
    6.50
    
    
    
    1,024,239Granted
    
    
    534,800
    
    
    
    1.99    7.08
    
    
    
    3.71Exercised
    
    
    (23,750
    )
    
    
    3.16
    
    
    
    3.16Forfeited
    
    
    (503,322
    )
    
    
    3.16  13.75
    
    
    
    9.21Outstanding, December 31, 2004
    
    
    2,296,841
    
    
    
    3.16  13.75
    
    
    
    10.29
    
    
    
    5.95
    
    
    
    708,790Granted
    
    
    100,000
    
    
    
    2.37
    
    
    
    2.37Forfeited
    
    
    (469,326
    )
    
    
    2.93  13.75
    
    
    
    9.21Outstanding, December 31, 2005
    
    
    1,927,515
    
    
    $
    1.99  $26.81
    
    
    $
    10.15
    
    
    $
    5.81
    
    
    
    1,927,515
 65




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##### Table of Contents



Number
    
    Options Outstanding
    
    Options ExercisableRange of
    
    Outstanding
    
    Weighted-Average
    
    
    
    
    
    NumberExercisable
    
    At
    
    Remaining
    
    Weighted-Average
    
    Exercisable
    
    Weighted-AverageOptions
    
    12/31/05
    
    Contractual Life
    
    Exercise Price
    
    12/31/05
    
    Exercise Price$    1.99
 $7.08
    
    
    739,625
    
    
    8.12 yrs.
    
    $
    3.40
    
    
    
    739,625
    
    
    $
    3.4011.33  15.56
    
    
    1,066,400
    
    
    5.10 yrs.
    
    
    12.93
    
    
    
    1,066,400
    
    
    
    12.9326.81
    
    
    121,490
    
    
    3.31 yrs.
    
    
    26.81
    
    
    
    121,490
    
    
    
    26.81
  Independent Director Stock Option Plan
   WeightedWeighted
    
    Average FairShares
    
    
    
    Average
    
    Value ofUnder
    
    
    
    Exercise
    
    OptionsOption
    
    Exercise Price
    
    Price
    
    Granted
    
    ExercisableOutstanding, December 31, 2005,
2004 and 2003
    
    
    100,200
    
    
    $7.56  22.97
    
    $
    17.82
    
    
    $
    9.42
    
    
    
    100,200
  Options Outstanding
    
    Options ExercisableRange of
    
    Number
    
    Weighted-Average
    
    
    
    
    
    NumberExercisable
    
    Outstanding
    
    Remaining
    
    Weighted-Average
    
    Exercisable
    
    Weighted-AverageOptions
    
    At 12/31/05
    
    Contractual Life
    
    Exercise Price
    
    12/31/05
    
    Exercise Price$               7.56
    
    
    15,000
    
    
    
    0.14
    
    
    $
    7.56
    
    
    
    15,000
    
    
    $
    7.56$18.94-$22.97
    
    
    85,200
    
    
    
    2.08
    
    
    
    19.63
    
    
    
    85,200
    
    
    $
    19.63
  Employee Stock Purchase Plan
  66




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##### Table of Contents



Deferred Stock Plans
  Restricted Stock
   11. Employee Benefit Plans
  Retirement Plans
  67




---



##### Table of Contents



2005
    
    
    2004Reconciliation of fair value of plan assets:Fair value of plan assets at the beginning of the year
    
    $
    166,009
    
    
    $
    133,554Actual return on plan assets
    
    
    19,138
    
    
    
    16,841Employer contributions
    
    
    27,480
    
    
    
    30,832Plan expenses paid
    
    
    (1,160
    )
    
    
    (1,010
    )Benefits paid
    
    
    (19,682
    )
    
    
    (14,208
    )Fair value of plan assets at the end of the year
    
    $
    191,785
    
    
    $
    166,009Change in Benefit Obligations:Benefit obligations at the beginning of the year
    
    $
    280,748
    
    
    $
    241,630Service cost
    
    
    4,628
    
    
    
    8,560Interest cost
    
    
    15,449
    
    
    
    14,505Plan amendments
    
    
    2,285
    
    
    
    19,603Actuarial loss (gain)
    
    
    (564
    )
    
    
    10,658Benefits paid
    
    
    (19,682
    )
    
    
    (14,208
    )Benefit obligations at the end of the year
    
    $
    282,864
    
    
    $
    280,748Funded Status Reconciliation:Funded status
    
    $
    (91,079
    )
    
    $
    (108,477
    )Unrecognized prior service cost
    
    
    11,542
    
    
    
    40,737Unrecognized actuarial losses
    
    
    71,901
    
    
    
    82,004Contributions made after measurement date
    
    
    5,547
    
    
    
    6,262Net amount recognized
    
    $
    (2,089
    )
    
    $
    20,526Amounts recognized on the balance sheet as of each
year end:Accrued
benefit liability recorded as subject to compromise as of
December 31, 2005
    
    $
    (91,079
    )
    
    $
    (108,477
    )Intangible asset
    
    
    11,542
    
    
    
    40,737Accumulated other comprehensive income
    
    
    71,901
    
    
    
    82,004Contributions made after measurement date
    
    
    5,547
    
    
    
    6,262Net amount recognized
    
    $
    (2,089
    )
    
    $
    20,526
    2005
    
    
    2004
    
    
    2003Service cost
    
    $
    4,628
    
    
    $
    8,560
    
    
    $
    6,517Interest cost
    
    
    15,449
    
    
    
    14,505
    
    
    
    13,949Expected return on plan assets
    
    
    (15,096
    )
    
    
    (12,179
    )
    
    
    (9,751
    )Amortization of transition asset
    
    
    
    
    
    
    (5
    )
    
    
    (31
    )Amortization of prior service cost
    
    
    3,378
    
    
    
    4,216
    
    
    
    2,380Amortization of net (gains) losses
    
    
    4,112
    
    
    
    3,741
    
    
    
    4,435Curtailment loss
    
    
    30,647
    
    
    
    
    
    
    
    3,632Net periodic benefit cost
    
    $
    43,118
    
    
    $
    18,838
    
    
    $
    21,131
  68




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##### Table of Contents



2005
    
    2004Weighted-average assumptions at each year
end:Discount rate
    
    
    5.50
    %
    
    
    5.50
    %Expected return on plan assets
    
    
    7.25
    %
    
    
    8.50
    %Rate of compensation increase
    
    
    4.50
    %
    
    
    4.50
    %
  2005
    
    2004
    
    2003Discount rate
    
    
    5.50
    %
    
    
    5.95
    %
    
    
    6.75
    %Expected return on plan assets
    
    
    8.50
    %
    
    
    8.50
    %
    
    
    8.50
    %Rate of compensation increase
    
    
    4.50
    %
    
    
    4.50
    %
    
    
    4.50
    %
  2005
    
    2004
    
    TargetEquity securities
    
    
    58
    %
    
    
    56
    %
    
    
    57
    %Fixed income investments
    
    
    33
    %
    
    
    34
    %
    
    
    34
    %Real estate
    
    
    5
    %
    
    
    5
    %
    
    
    5
    %Cash equivalents
    
    
    4
    %
    
    
    5
    %
    
    
    4
    %
     Supplemental Retirement Plan
  69




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##### Table of Contents



Retirement Plans of Non-U.S. Operations
  Other Post Employment Plans
   2005
    
    
    2004Reconciliation of fair value of plan assets:Fair value of plan assets at the beginning of the year
    
    $
    
    
    
    $
    Employer contributions
    
    
    21,719
    
    
    
    22,099Benefits paid
    
    
    (21,719
    )
    
    
    (22,099
    )Fair value of plan assets at the end of the year
    
    $
    
    
    
    $
    Change in Benefit Obligations:Benefit obligations at the beginning of the year
    
    $
    173,026
    
    
    $
    135,209Service cost
    
    
    505
    
    
    
    378Interest cost
    
    
    8,528
    
    
    
    7,738Plan amendments
    
    
    (415
    )
    
    
    Actuarial loss (gain)
    
    
    (356
    )
    
    
    51,659Benefits paid
    
    
    (21,719
    )
    
    
    (22,099
    )Curtailment loss
    
    
    7,239
    
    
    
    141Benefit obligations at the end of the year
    
    $
    166,808
    
    
    $
    173,026Funded Status Reconciliation:Funded status
    
    $
    (166,808
    )
    
    $
    (173,026
    )Unrecognized actuarial losses
    
    
    84,890
    
    
    
    98,480Contributions after the measurement date
    
    
    4,565
    
    
    
    5,704Net amount recognized
    
    $
    (77,353
    )
    
    $
    (68,842
    )Amounts recognized on the balance sheet as of each
year end:Accrued
benefit liability recorded as subject to compromise as of
December 31, 2005
    
    $
    (77,353
    )
    
    $
    (68,842
    )
  2005
    
    
    2004
    
    
    2003Service cost
    
    $
    505
    
    
    $
    378
    
    
    $
    667Interest cost
    
    
    8,528
    
    
    
    7,738
    
    
    
    8,313Amortization of actuarial loss
    
    
    12,854
    
    
    
    5,981
    
    
    
    3,569Curtailment loss
    
    
    7,239
    
    
    
    141
    
    
    
    2,644Net periodic benefit cost
    
    $
    29,126
    
    
    $
    14,238
    
    
    $
    15,193
 70




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##### Table of Contents



Increase
    
    
    DecreaseOne percentage point change:Effect on total service and interest cost components
    
    $
    161
    
    
    $
    150Effect on the accumulated benefit obligation
    
    $
    4,163
    
    
    $
    3,557
  12. Related Party Transactions
   71




---



##### Table of Contents



13. Segment Information
  NorthAmerica
    
    International
    
    Total2005:Revenues
    
    $
    1,994,552
    
    
    $
    1,289,101
    
    
    $
    3,283,653Interest expense, net
    
    
    70,616
    
    
    
    32,421
    
    
    
    103,037Operating income (loss)
    
    
    (154,399
    )
    
    
    63,633
    
    
    
    (90,766
    )Total assets
    
    
    1,156,513
    
    
    
    1,134,713
    
    
    
    2,291,226Capital expenditures
    
    
    45,137
    
    
    
    78,392
    
    
    
    123,529Depreciation expense
    
    
    105,684
    
    
    
    73,003
    
    
    
    178,687Restructuring and asset impairment
charges, net
    
    
    126,967
    
    
    
    2,624
    
    
    
    129,591Chapter 11 and related reorganization items
    
    
    167,438
    
    
    
    
    
    
    
    167,438Income (loss) before provision (benefit)
for income taxes
    
    
    (392,453
    )
    
    
    31,212
    
    
    
    (361,241
    )Provision (benefit) for income taxes
    
    
    (2,102
    )
    
    
    18,540
    
    
    
    16,4382004:Revenues
    
    $
    2,082,776
    
    
    $
    1,095,948
    
    
    $
    3,178,724Interest expense, net
    
    
    128,435
    
    
    
    13,543
    
    
    
    141,978Operating income (loss)
    
    
    (337,855
    )
    
    
    81,804
    
    
    
    (256,051
    )Total assets
    
    
    1,438,858
    
    
    
    1,124,480
    
    
    
    2,563,338Capital expenditures
    
    
    144,663
    
    
    
    66,263
    
    
    
    210,926Depreciation expense
    
    
    96,091
    
    
    
    56,065
    
    
    
    152,156Restructuring and asset impairment
charges, net
    
    
    (1,384
    )
    
    
    671
    
    
    
    (713
    )Goodwill impairment charge
    
    
    337,230
    
    
    
    
    
    
    
    337,230Income (loss) before provision (benefit)
for income taxes
    
    
    (438,759
    )
    
    
    44,590
    
    
    
    (394,169
    )Provision (benefit) for income taxes
    
    
    176,373
    
    
    
    (1,575
    )
    
    
    174,7982003:Revenues
    
    $
    1,987,701
    
    
    $
    828,048
    
    
    $
    2,815,749Interest expense, net
    
    
    80,111
    
    
    
    12,636
    
    
    
    92,747Operating income (loss)
    
    
    (111,703
    )
    
    
    53,731
    
    
    
    (57,972
    )Total assets
    
    
    1,892,602
    
    
    
    953,807
    
    
    
    2,846,409Capital expenditures
    
    
    140,226
    
    
    
    89,900
    
    
    
    230,126Depreciation expense
    
    
    105,084
    
    
    
    46,114
    
    
    
    151,198Restructuring and asset impairment
charges, net
    
    
    153,884
    
    
    
    3,648
    
    
    
    157,532Income (loss) before provision (benefit)
for income taxes
    
    
    (183,070
    )
    
    
    32,351
    
    
    
    (150,719
    )Provision (benefit) for income taxes
    
    
    (59,704
    )
    
    
    8,893
    
    
    
    (50,811
    )
  72




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##### Table of Contents



Years Ended and End of Year December 31,2005
    
    
    2004
    
    
    2003Long-Lived
    
    
    
    
    
    
    Long-Lived
    
    
    
    
    
    
    Long-LivedRevenues
    
    
    Assets
    
    
    Revenues
    
    
    Assets
    
    
    Revenues
    
    
    AssetsNorth America
    
    $
    1,994,552
    
    
    $
    565,756
    
    
    $
    2,082,776
    
    
    $
    728,603
    
    
    $
    1,987,701
    
    
    $
    679,634Europe
    
    
    752,042
    
    
    
    237,086
    
    
    
    643,244
    
    
    
    257,268
    
    
    
    426,778
    
    
    
    242,766Asia
    
    
    441,128
    
    
    
    234,651
    
    
    
    391,530
    
    
    
    236,191
    
    
    
    359,583
    
    
    
    183,995South America
    
    
    95,931
    
    
    
    18,549
    
    
    
    61,174
    
    
    
    14,218
    
    
    
    41,687
    
    
    
    12,923$
    3,283,653
    
    
    $
    1,056,042
    
    
    $
    3,178,724
    
    
    $
    1,236,280
    
    
    $
    2,815,749
    
    
    $
    1,119,318
   Years Ended December 31,2005
    
    
    2004
    
    
    2003Body structures and assemblies
    
    $
    1,492,001
    
    
    $
    1,255,980
    
    
    $
    1,203,772Complex body-in-white assemblies
    
    
    393,719
    
    
    
    233,853
    
    
    
    Lower vehicle frames and structures
    
    
    777,365
    
    
    
    872,873
    
    
    
    955,301Chassis modules and systems
    
    
    403,242
    
    
    
    513,014
    
    
    
    354,411Suspension components
    
    
    179,687
    
    
    
    243,842
    
    
    
    221,777Other
    
    
    37,639
    
    
    
    59,162
    
    
    
    80,488$
    3,283,653
    
    
    $
    3,178,724
    
    
    $
    2,815,749
  2005
    
    2004
    
    2003Ford Motor Company
    
    
    30
    %
    
    
    34
    %
    
    
    35
    %General Motors
    
    
    13
    
    
    
    14
    
    
    
    10DaimlerChrysler
    
    
    11
    
    
    
    14
    
    
    
    19Hyundai/Kia
    
    
    11
    
    
    
    10
    
    
    
    9Renault/Nissan
    
    
    10
    
    
    
    5
    
    
    
    1
  73




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##### Table of Contents



14. Commitments and Contingencies
 Leases
 Year
    
    Operating Leases
    
    
    Capital Leases2006
    
    $
    38,435
    
    
    $
    7,7752007
    
    
    34,914
    
    
    
    5,6672008
    
    
    33,192
    
    
    
    5,1042009
    
    
    31,099
    
    
    
    8,0992010
    
    
    21,788
    
    
    
    2,281Thereafter
    
    
    71,565
    
    
    
    16,503$
    230,993
    
    
    
    45,429Less-amount representing interest
    
    
    
    
    
    
    (10,213
    )Present value of minimum lease payments
    
    
    
    
    
    $
    35,216
  Purchase Commitments
  Key Employee Retention Plan Agreements
   Settlement
 74




---



##### Table of Contents



Environmental Matters
  Litigation
    75




---



##### Table of Contents



15. Quarterly Financial Data (Unaudited)
  Earnings(Loss)Income (Loss)
    
    
    
    
    
    
    Basic
    
    
    Per Share
    
    
    DilutedBefore
    
    
    
    
    
    
    Earnings
    
    
    Before
    
    
    EarningsGross
    
    
    Accounting
    
    
    Net Income
    
    
    (Loss)
    
    
    Accounting
    
    
    (Loss)Revenues
    
    
    Profit
    
    
    Change
    
    
    (Loss)
    
    
    Per Share
    
    
    Change
    
    
    Per Share2005:First
    
    $
    915,880
    
    
    $
    64,791
    
    
    $
    (98,798
    )
    
    $
    (98,798
    )
    
    $
    (1.68
    )
    
    $
    (1.68
    )
    
    $
    (1.68
    )Second
    
    
    923,014
    
    
    
    79,389
    
    
    
    (133,650
    )
    
    
    (133,650
    )
    
    
    (2.28
    )
    
    
    (2.28
    )
    
    
    (2.28
    )Third
    
    
    712,664
    
    
    
    24,062
    
    
    
    (76,556
    )
    
    
    (76,556
    )
    
    
    (1.31
    )
    
    
    (1.31
    )
    
    
    (1.31
    )Fourth
    
    
    732,095
    
    
    
    12,558
    
    
    
    (56,516
    )
    
    
    (64,368
    )
    
    
    (1.10
    )
    
    
    (0.97
    )
    
    
    (1.10
    )$
    3,283,653
    
    
    $
    180,800
    
    
    $
    (365,520
    )
    
    $
    (373,372
    )
    
    $
    (6.37
    )
    
    $
    (6.24
    )
    
    $
    (6.37
    )2004:First
    
    $
    781,236
    
    
    $
    60,645
    
    
    $
    12,018
    
    
    $
    12,018
    
    
    $
    0.21
    
    
    $
    0.21
    
    
    $
    0.21Second
    
    
    783,213
    
    
    
    68,714
    
    
    
    (2,657
    )
    
    
    (2,657
    )
    
    
    (0.05
    )
    
    
    (0.05
    )
    
    
    (0.05
    )Third
    
    
    722,334
    
    
    
    32,384
    
    
    
    (20,218
    )
    
    
    (20,218
    )
    
    
    (0.35
    )
    
    
    (0.35
    )
    
    
    (0.35
    )Fourth (as
restated, see Note 1)
    
    
    891,941
    
    
    
    63,940
    
    
    
    (540,762
    )
    
    
    (540,762
    )
    
    
    (9.31
    )
    
    
    (9.31
    )
    
    
    (9.31
    )$
    3,178,724
    
    
    $
    225,683
    
    
    $
    (551,619
    )
    
    $
    (551,619
    )
    
    $
    (9.50
    )
    
    $
    (9.50
    )
    
    $
    (9.50
    )2004:Fourth (as
previously reported)
    
    $
    891,941
    
    
    $
    63,940
    
    
    $
    (523,048
    )
    
    $
    (523,048
    )
    
    $
    (9.00
    )
    
    $
    (9.00
    )
    
    $
    (9.00
    )
   16. Subsequent Events
      76




---



##### Table of Contents



17. Consolidating Guarantor and Non-Guarantor Financial Information
  77




---



##### 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
    
    
    
    166,615
    
    
    
    168,600
    
    
    
    21,234
    
    
    
    
    
    
    
    363,040Inventories
    
    
    
    
    
    
    
    
    
    
    60,068
    
    
    
    48,114
    
    
    
    15,251
    
    
    
    
    
    
    
    123,433Prepaid tooling and other
    
    
    5,119
    
    
    
    
    
    
    
    60,763
    
    
    
    88,555
    
    
    
    31,209
    
    
    
    
    
    
    
    185,646Total current assets
    
    
    9,202
    
    
    
    3,210
    
    
    
    287,602
    
    
    
    370,059
    
    
    
    67,837
    
    
    
    
    
    
    
    737,910Property, plant and equipment, net
    
    
    602
    
    
    
    
    
    
    
    537,996
    
    
    
    303,853
    
    
    
    196,343
    
    
    
    
    
    
    
    1,038,794Investments 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
    
    
    
    
    
    
    
    33,573
    
    
    
    53,787
    
    
    
    18,105
    
    
    
    
    
    
    
    132,851$
    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
    
    $
    
    
    
    $
    
    
    
    $
    14,257
    
    
    $
    11,074
    
    
    $
    126,424
    
    
    $
    
    
    
    $
    151,755Accounts payable
    
    
    5,372
    
    
    
    
    
    
    
    128,697
    
    
    
    186,821
    
    
    
    57,926
    
    
    
    
    
    
    
    378,816Accrued liabilities
    
    
    25,211
    
    
    
    
    
    
    
    61,887
    
    
    
    65,408
    
    
    
    16,742
    
    
    
    
    
    
    
    169,248Total 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 noncurrent liabilities
    
    
    11,963
    
    
    
    
    
    
    
    20,135
    
    
    
    76,968
    
    
    
    16,616
    
    
    
    
    
    
    
    125,682Total noncurrent 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
 78




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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-Guarantor
    
    
    Non-GuarantorR.J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    
    
    
    $
    
    
    
    $
    1,953,180
    
    
    $
    958,039
    
    
    $
    372,434
    
    
    $
    
    
    
    $
    3,283,653Cost of sales
    
    
    (7,158
    )
    
    
    
    
    
    
    1,897,493
    
    
    
    845,201
    
    
    
    367,317
    
    
    
    
    
    
    
    3,102,853Gross profit
    
    
    7,158
    
    
    
    
    
    
    
    55,687
    
    
    
    112,838
    
    
    
    5,117
    
    
    
    
    
    
    
    180,800Selling, general and administrative expenses
    
    
    (6,634
    )
    
    
    
    
    
    
    98,815
    
    
    
    46,116
    
    
    
    11,426
    
    
    
    
    
    
    
    149,723Restructuring and asset impairment charge
    
    
    705
    
    
    
    (6,281
    )
    
    
    132,543
    
    
    
    2,624
    
    
    
    
    
    
    
    
    
    
    
    129,591Other expense/(income)
    
    
    (51,523
    )
    
    
    
    
    
    
    39,211
    
    
    
    4,564
    
    
    
    
    
    
    
    
    
    
    
    (7,748
    )Operating income (loss)
    
    
    64,610
    
    
    
    6,281
    
    
    
    (214,882
    )
    
    
    59,534
    
    
    
    (6,309
    )
    
    
    
    
    
    
    (90,766
    )Interest expense
    
    
    85,811
    
    
    
    2,221
    
    
    
    3,183
    
    
    
    4,975
    
    
    
    8,323
    
    
    
    
    
    
    
    104,513Interest 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
    
    
    
    (325,990
    )
    
    
    31,552
    
    
    
    (12,639
    )
    
    
    
    
    
    
    (361,241
    )Provision (benefit) for income taxes
    
    
    (9,339
    )
    
    
    
    
    
    
    
    
    
    
    27,015
    
    
    
    (1,238)
    
    
    
    
    
    
    
    16,438Income (loss) before equity in earnings of joint ventures
and
minority interest
    
    
    (48,510
    )
    
    
    3,685
    
    
    
    (325,990
    )
    
    
    4,537
    
    
    
    (11,401
    )
    
    
    
    
    
    
    (377,679
    )Equity 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
    )(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
    )
 79




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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
    
    
    
    
    
    
    
    7,852Chapter 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
    )Changes in working capital and other operating items
    
    
    (219,535
    )
    
    
    (4,060
    )
    
    
    81,698
    
    
    
    13,126
    
    
    
    8,993
    
    
    
    
    
    
    
    (119,778
    )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 provided by (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
    
    
    (719,647
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (719,647
    )Net cash provided by (used for) 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
 80




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##### Table of Contents



TOWER AUTOMOTIVE INC.
Consolidating Balance Sheet at December 31, 2004
(Amounts in thousands)
 (as restated, see Note 1)
 Non-Guarantor
    
    
    Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedAssetsCurrent assets:Cash and cash equivalents
    
    $
    107,599
    
    
    $
    
    
    
    $
    (517
    )
    
    $
    41,948
    
    
    $
    71
    
    
    $
    
    
    
    $
    149,101Accounts receivable
    
    
    47,373
    
    
    
    
    
    
    
    70,636
    
    
    
    188,352
    
    
    
    39,670
    
    
    
    
    
    
    
    346,031Inventories
    
    
    (372
    )
    
    
    
    
    
    
    75,469
    
    
    
    72,050
    
    
    
    11,887
    
    
    
    
    
    
    
    159,034Prepaid tooling and other
    
    
    4,427
    
    
    
    
    
    
    
    54,618
    
    
    
    53,947
    
    
    
    11,946
    
    
    
    
    
    
    
    124,938Total current assets
    
    
    159,027
    
    
    
    
    
    
    
    200,206
    
    
    
    356,297
    
    
    
    63,574
    
    
    
    
    
    
    
    779,104Property, plant and equipment, net
    
    
    601
    
    
    
    
    
    
    
    690,646
    
    
    
    319,785
    
    
    
    194,608
    
    
    
    
    
    
    
    1,205,640Investments in joint ventures
    
    
    227,740
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    227,740Investments in and advances to (from)
affiliates
    
    
    540,017
    
    
    
    268,893
    
    
    
    (453,177
    )
    
    
    (216,603
    )
    
    
    4,278
    
    
    
    (143,408
    )
    
    
    Goodwill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    174,563
    
    
    
    
    
    
    
    
    
    
    
    174,563Other assets, net
    
    
    37,307
    
    
    
    5,410
    
    
    
    90,194
    
    
    
    31,180
    
    
    
    12,200
    
    
    
    
    
    
    
    176,291$
    964,692
    
    
    $
    274,303
    
    
    $
    527,869
    
    
    $
    665,222
    
    
    $
    274,660
    
    
    $
    (143,408
    )
    
    $
    2,563,338Liabilities and Stockholders Investment
(Deficit)Current liabilities:Current maturities of long-term debt and
capital lease obligations
    
    $
    3,750
    
    
    $
    
    
    
    $
    6,271
    
    
    $
    24,460
    
    
    $
    98,675
    
    
    $
    
    
    
    $
    133,156Accounts payable
    
    
    29,052
    
    
    
    
    
    
    
    366,329
    
    
    
    184,876
    
    
    
    57,861
    
    
    
    
    
    
    
    638,118Accrued liabilities
    
    
    70,421
    
    
    
    918
    
    
    
    143,643
    
    
    
    57,941
    
    
    
    13,339
    
    
    
    
    
    
    
    286,262Total current liabilities
    
    
    103,223
    
    
    
    918
    
    
    
    516,243
    
    
    
    267,277
    
    
    
    169,875
    
    
    
    
    
    
    
    1,057,536Long-term debt, net of current maturities
    
    
    874,358
    
    
    
    258,750
    
    
    
    57,126
    
    
    
    11,855
    
    
    
    37,473
    
    
    
    
    
    
    
    1,239,562Convertible Senior Debentures
    
    
    
    
    
    
    121,723
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    121,723Obligations under capital leases, net of
current maturities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,472
    
    
    
    351
    
    
    
    
    
    
    
    36,823Other noncurrent liabilities
    
    
    40,001
    
    
    
    
    
    
    
    149,776
    
    
    
    12,576
    
    
    
    12,429
    
    
    
    
    
    
    
    214,782Total noncurrent liabilities
    
    
    914,359
    
    
    
    380,473
    
    
    
    206,902
    
    
    
    60,903
    
    
    
    50,253
    
    
    
    
    
    
    
    1,612,890Stockholders investment (deficit)
    
    
    (52,890
    )
    
    
    (107,088
    )
    
    
    (195,276
    )
    
    
    337,042
    
    
    
    54,532
    
    
    
    (143,408
    )
    
    
    (107,088
    )$
    964,692
    
    
    $
    274,303
    
    
    $
    527,869
    
    
    $
    665,222
    
    
    $
    274,660
    
    
    $
    (143,408
    )
    
    $
    2,563,338
 81




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##### Table of Contents



TOWER AUTOMOTIVE INC.
Consolidating Statement of Operations for the Year Ended December 31, 2004
(Amounts in thousands)
 (as restated, see Note 1)
 Non-Guarantor
    
    
    Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    726
    
    
    $
    
    
    
    $
    2,043,455
    
    
    $
    816,524
    
    
    $
    318,019
    
    
    $
    
    
    
    $
    3,178,724Cost of sales
    
    
    (3,948
    )
    
    
    
    
    
    
    1,950,790
    
    
    
    714,245
    
    
    
    291,954
    
    
    
    
    
    
    
    2,953,041Gross profit
    
    
    4,674
    
    
    
    
    
    
    
    92,665
    
    
    
    102,279
    
    
    
    26,065
    
    
    
    
    
    
    
    225,683Selling, general and administrative expenses
    
    
    (1,596
    )
    
    
    
    
    
    
    98,883
    
    
    
    37,220
    
    
    
    10,710
    
    
    
    
    
    
    
    145,217Restructuring and asset impairment charges,
net
    
    
    1,859
    
    
    
    
    
    
    
    (3,243
    )
    
    
    
    
    
    
    671
    
    
    
    
    
    
    
    (713
    )Goodwill impairment charges
    
    
    
    
    
    
    
    
    
    
    326,309
    
    
    
    10,921
    
    
    
    
    
    
    
    
    
    
    
    337,230Operating income (loss)
    
    
    4,411
    
    
    
    
    
    
    
    (329,284
    )
    
    
    54,138
    
    
    
    14,684
    
    
    
    
    
    
    
    (256,051
    )Interest expense (income), net
    
    
    95,358
    
    
    
    30,141
    
    
    
    2,270
    
    
    
    5,543
    
    
    
    8,666
    
    
    
    
    
    
    
    141,978Unrealized 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
    )
    
    
    (331,554
    )
    
    
    48,595
    
    
    
    6,018
    
    
    
    
    
    
    
    (394,169
    )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, minority
interest and gain on sale of
joint venture
    
    
    (249,822
    )
    
    
    (47,997
    )
    
    
    (329,771
    )
    
    
    63,481
    
    
    
    (4,858
    )
    
    
    
    
    
    
    (568,967
    )Equity earnings in joint ventures and
subsidiaries, net of tax
    
    
    (263,532
    )
    
    
    (503,622
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    780,524
    
    
    
    13,370Gain on sale of joint venture investment,
net of tax
    
    
    9,732
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,732Minority interest, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,754
    )
    
    
    
    
    
    
    
    
    
    
    (5,754
    )Net income (loss)
    
    $
    (503,622
    )
    
    $
    (551,619
    )
    
    $
    (329,771
    )
    
    $
    57,727
    
    
    $
    (4,858
    )
    
    $
    780,524
    
    
    $
    (551,619
    )
 82




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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)
 (as restated, see Note 1)
 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 and amortization
    
    
    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, net of tax
    
    
    (13,370
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,370
    )Changes in working capital
and other operating items
    
    
    903,048
    
    
    
    (28,879
    )
    
    
    (115,324
    )
    
    
    (49,338
    )
    
    
    32,598
    
    
    
    (780,524
    )
    
    
    (38,419
    )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
for) 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
 83




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##### Table of Contents



TOWER AUTOMOTIVE INC.
Consolidating Statement of Operations for the Year Ended December 31, 2003
(Amounts in thousands)
 Non-Guarantor
    
    
    Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedRevenues
    
    $
    
    
    
    $
    
    
    
    $
    1,883,907
    
    
    $
    635,915
    
    
    $
    295,927
    
    
    $
    
    
    
    $
    2,815,749Cost of sales
    
    
    
    
    
    
    
    
    
    
    1,738,388
    
    
    
    546,362
    
    
    
    275,939
    
    
    
    
    
    
    
    2,560,689Gross profit
    
    
    
    
    
    
    
    
    
    
    145,519
    
    
    
    89,553
    
    
    
    19,988
    
    
    
    
    
    
    
    255,060Selling, general and administrative expenses
    
    
    
    
    
    
    
    
    
    
    110,362
    
    
    
    39,004
    
    
    
    6,134
    
    
    
    
    
    
    
    155,500Restructuring and asset impairment charges,
net
    
    
    
    
    
    
    
    
    
    
    152,079
    
    
    
    5,453
    
    
    
    
    
    
    
    
    
    
    
    157,532Operating income (loss)
    
    
    
    
    
    
    
    
    
    
    (116,922
    )
    
    
    45,096
    
    
    
    13,854
    
    
    
    
    
    
    
    (57,972
    )Interest expense (income), net
    
    
    61,714
    
    
    
    27,464
    
    
    
    (9,425
    )
    
    
    4,454
    
    
    
    8,540
    
    
    
    
    
    
    
    92,747Income (loss) before provision for
income taxes, equity in earnings of
joint ventures and minority interest
    
    
    (61,714
    )
    
    
    (27,464
    )
    
    
    (107,497
    )
    
    
    40,642
    
    
    
    5,314
    
    
    
    
    
    
    
    (150,719
    )Provision (benefit) for income taxes
    
    
    (20,549
    )
    
    
    (9,336
    )
    
    
    (36,552
    )
    
    
    13,819
    
    
    
    1,807
    
    
    
    
    
    
    
    (50,811
    )Income (loss) before equity in
earnings of joint ventures and
minority interest
    
    
    (41,165
    )
    
    
    (18,128
    )
    
    
    (70,945
    )
    
    
    26,823
    
    
    
    3,507
    
    
    
    
    
    
    
    (99,908
    )Write-down of joint venture investment to
market value, net of tax
    
    
    (27,436
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,436
    )Equity earnings in joint ventures and
subsidiaries, net of tax
    
    
    (32,182
    )
    
    
    (100,783
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    146,263
    
    
    
    13,298Minority interest, net of tax
    
    
    
    
    
    
    (5,764
    )
    
    
    
    
    
    
    (4,865
    )
    
    
    
    
    
    
    
    
    
    
    (10,629
    )Net income (loss)
    
    $
    (100,783
    )
    
    $
    (124,675
    )
    
    $
    (70,945
    )
    
    $
    21,958
    
    
    $
    3,507
    
    
    $
    146,263
    
    
    $
    (124,675
    )
 84




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##### Table of Contents



TOWER AUTOMOTIVE INC.
Consolidating Statement of Cash Flows for the Year Ended December 31, 2003
(Amounts in thousands)
 Non-Guarantor
    
    
    Non-GuarantorR. J. Tower
    
    
    Parent
    
    
    Guarantor
    
    
    Restricted
    
    
    UnrestrictedCorporation
    
    
    Guarantor
    
    
    Companies
    
    
    Companies
    
    
    Companies
    
    
    Eliminations
    
    
    ConsolidatedOPERATING ACTIVITIES:Net income (loss)
    
    $
    (100,783
    )
    
    $
    (124,675
    )
    
    $
    (70,945
    )
    
    $
    21,958
    
    
    $
    3,507
    
    
    $
    146,263
    
    
    $
    (124,675
    )Adjustments required to reconcile net
income (loss) to net cash provided by
(used in) operating activitiesRestructuring and asset impairment
charges, net
    
    
    
    
    
    
    
    
    
    
    151,868
    
    
    
    3,882
    
    
    
    
    
    
    
    
    
    
    
    155,750Customer recovery related to program
cancellation
    
    
    
    
    
    
    
    
    
    
    15,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,600Depreciation
    
    
    
    
    
    
    
    
    
    
    103,919
    
    
    
    32,266
    
    
    
    15,013
    
    
    
    
    
    
    
    151,198Deferred income tax expense (benefit)
    
    
    
    
    
    
    
    
    
    
    (37,088
    )
    
    
    740
    
    
    
    321
    
    
    
    
    
    
    
    (36,027
    )Write-down of joint venture
investment to market value
    
    
    27,436
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,436Equity in earnings of joint ventures,
net of
tax
    
    
    (13,298
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,298
    )Changes in working capital and other
operating items
    
    
    3,727
    
    
    
    (10,796
    )
    
    
    34,083
    
    
    
    48,751
    
    
    
    6,852
    
    
    
    (73,803
    )
    
    
    8,814Net cash provided by (used in)
operating activities
    
    
    (82,918
    )
    
    
    (135,471
    )
    
    
    197,437
    
    
    
    107,597
    
    
    
    25,693
    
    
    
    72,460
    
    
    
    184,798INVESTING ACTIVITIES:Capital expenditures, net
    
    
    
    
    
    
    
    
    
    
    (139,880
    )
    
    
    (63,185
    )
    
    
    (27,061
    )
    
    
    
    
    
    
    (230,126
    )Acquisitions and other, net
    
    
    (119,278
    )
    
    
    134,801
    
    
    
    65,440
    
    
    
    
    
    
    
    
    
    
    
    (72,460
    )
    
    
    8,503Net cash provided by (used in)
investing activities
    
    
    (119,278
    )
    
    
    134,801
    
    
    
    (74,440
    )
    
    
    (63,185
    )
    
    
    (27,061
    )
    
    
    (72,460
    )
    
    
    (221,623
    )FINANCING ACTIVITIES:Proceeds from borrowings
    
    
    1,564,234
    
    
    
    
    
    
    
    1,834
    
    
    
    55,146
    
    
    
    43,353
    
    
    
    
    
    
    
    1,664,567Repayments of borrowings
    
    
    (1,362,038
    )
    
    
    
    
    
    
    (6,479
    )
    
    
    (68,330
    )
    
    
    (44,365
    )
    
    
    
    
    
    
    (1,481,212
    )Net proceeds from issuance of common stock
    
    
    
    
    
    
    670
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    670Net cash provided by (used for)
financing activities
    
    
    202,196
    
    
    
    670
    
    
    
    (4,645
    )
    
    
    (13,184
    )
    
    
    (1,012
    )
    
    
    
    
    
    
    184,025NET CHANGE IN CASH AND CASH EQUIVALENTS
    
    
    
    
    
    
    
    
    
    
    118,352
    
    
    
    31,228
    
    
    
    (2,380
    )
    
    
    
    
    
    
    147,200CASH AND CASH EQUIVALENTS, BEGINNING OF
YEAR
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,191
    
    
    
    4,508
    
    
    
    
    
    
    
    13,699CASH AND CASH EQUIVALENTS, END OF YEAR
    
    $
    
    
    
    $
    
    
    
    $
    118,352
    
    
    $
    40,419
    
    
    $
    2,128
    
    
    $
    
    
    
    $
    160,899
 85




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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 and uncompleted account reconciliations;
    
    Insufficient review of account reconciliations;
    
    Insufficient monitoring of machinery and equipment obsolescence;
    
    Insufficient cut off procedures at period end;
    
    Insufficient procedures for estimating accruals;
    
    Ineffective monitoring of certain accounts;
    
    Turnover in key positions; and
    
    Ineffective mitigating controls to compensate for other control deficiencies.
  
    
    Enhanced oversight of locations with turnover in key positions;
    
    Additional training on systems, processes and financial policies;
    
    Reinforcement of existing policies requiring account reconciliations be performed and reviewed monthly; and
    
    Increased monitoring activities.
   
    
    Increasing the number of qualified technical accounting
resources at the Companys Enterprise headquarters;
    
    Providing additional training on financial reporting and disclosure of income tax matters to appropriate personnel; and
    
    Strengthening its policies on research and review requirements for financial reporting and disclosure of income tax matters.  Changes in Internal Control Over Financial Reporting
 
    
    Continuing the centralization of purchasing and accounts payable processing in its North American operations; and
    
    Continuing the standardization of time and attendance systems in its North American operations through the utilization
of a common time and attendance system.
 86




---



##### Table of Contents




    
    Improving the year-end process of accounting for pension and other postretirement benefit plans; and
    
    Improving the process of accounting for contract rejection damages, as included in reorganization expense.
    
    Improving the process of review of non-cash transactions for appropriate values in the consolidated financial statements.
  
 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
    
    46
    
    DirectorAli Jenab
    
    43
    
    DirectorKathleen A. Ligocki
    
    49
    
    Director, President and CEOF. Joseph Loughrey
    
    56
    
    DirectorJames R. Lozelle
    
    61
    
    DirectorGeorgia R. Nelson
    
    56
    
    Director
 S. A. (Tony) Johnson
 Anthony G. Fernandes
 Juergen M. Geissinger
 Ali Jenab
 87




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##### Table of Contents



Kathleen Ligocki
 F. Joseph Loughrey
 James R. Lozelle
 Georgia R. Nelson
  Executive Officers
  Name
    
    Age
    
    PositionKathleen A. Ligocki
    
    49
    
    President and Chief Executive Officer and DirectorJames A. Mallak
    
    51
    
    Chief Financial OfficerD. William Pumphrey
    
    46
    
    President, North AmericaGyula Meleghy
    
    51
    
    President, Europe and South AmericaVincent Pairet
    
    43
    
    President, AsiaDavid Di Rita
    
    42
    
    Senior Vice President, General Counsel and SecretaryE. Renee Franklin
    
    40
    
    Senior Vice President, Global Human ResourcesJeffrey L. Kersten
    
    38
    
    Senior Vice President, Strategy and Business DevelopmentKathy J. Johnston
    
    48
    
    Senior Vice President, RestructuringPaul Radkoski
    
    47
    
    Senior Vice President, Global Purchasing
 Kathleen A. Ligocki .
 James A. Mallak
 88




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##### Table of Contents



D. William Pumphrey
 Gyula Meleghy
 Vincent Pairet
 David M. Di Rita
 Jeffrey L. Kersten
 E. Renee Franklin
 Kathy J. Johnston
 Paul Radkoski
  Family Relationships
  Code of Business Conduct and Ethics and Code of Ethics for Senior Officers and Leaders
  Executive Committee
  89




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##### Table of Contents



Nominating and Corporate Governance Committee
  Audit Committee and Audit Committee Financial Expert
  Compensation Committee
  Section 16(a) Beneficial Ownership Reporting Compliance
   Legal Proceedings
    90




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##### Table of Contents



Item 11. Executive Compensation.
 EXECUTIVE COMPENSATION
 Summary Compensation Table
  ANNUAL COMPENSATION
    
    LONG-TERM COMPENSATIONOther Annual
    
    Restricted
    
    Options
    
    
    
    
    
    All OtherName and
    
    
    
    
    
    Salary
    
    Bonus
    
    Compensation
    
    Stock Awards
    
    Granted
    
    LTIP
    
    CompensationPrincipal Position
    
    Year
    
    ($)(1)
    
    ($)(2)
    
    ($)(14)
    
    ($)
    
    (#)(3)
    
    Payouts(4)
    
    ($)(5)Kathleen Ligocki
    
    
    2005
    
    
    
    733,333
    
    
    
    122,063
    
    
    
    426,250
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    3,634President and Chief
    
    
    2004
    
    
    
    700,000
    
    
    
    250,000
    
    
    
    0
    
    
    
    254,800
    (7)
    
    
    0
    
    
    
    0
    
    
    
    4,135Executive Officer (6)
    
    
    2003
    
    
    
    291,667
    
    
    
    0
    
    
    
    0
    
    
    
    395,000
    (8)
    
    
    0
    
    
    
    0
    
    
    
    681D. William Pumphrey
    
    
    2005
    
    
    
    450,000
    
    
    
    662,250
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    10,252President North American
    
    
    2004
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Operations (9)
    
    
    2003
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0James A. Mallak
    
    
    2005
    
    
    
    377,083
    
    
    
    367,000
    
    
    
    220,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    10,560Chief Financial
    
    
    2004
    
    
    
    361,932
    
    
    
    0
    
    
    
    0
    
    
    
    461,200
    (7)
    
    
    45,000
    
    
    
    0
    
    
    
    7,649Officer(10)
    
    
    2003
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Thomas Werle (11)
    
    
    2005
    
    
    
    263,542
    
    
    
    276,443
    
    
    
    82,500
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    1,5352004
    
    
    
    295,507
    
    
    
    190,968
    
    
    
    0
    
    
    
    21,840
    (7)
    
    
    15,000
    
    
    
    0
    
    
    
    9582003
    
    
    
    209,055
    
    
    
    190,278
    
    
    
    0
    
    
    
    18,960
    (12)
    
    
    10,000
    
    
    
    0
    
    
    
    9,980Gyula Meleghy
    
    
    2005
    
    
    
    329,819
    
    
    
    190,907
    
    
    
    98,945
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Vice President
    
    
    2004
    
    
    
    242,777
    
    
    
    190,968
    
    
    
    0
    
    
    
    0
    
    
    
    15,000
    
    
    
    0
    
    
    
    6872003
    
    
    
    209,055
    
    
    
    190,278
    
    
    
    0
    
    
    
    0
    
    
    
    15,000
    
    
    
    0
    
    
    
    0Kathy Johnston
    
    
    2005
    
    
    
    263,542
    
    
    
    28,875
    
    
    
    130,626
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    7,037Vice President
    
    
    2004
    
    
    
    279,750
    
    
    
    107,385
    
    
    
    82,863
    (13)
    
    
    21,840
    (7)
    
    
    15,000
    
    
    
    290,093
    
    
    
    14,0102003
    
    
    
    255,000
    
    
    
    0
    
    
    
    14,802
    
    
    
    15,800
    (12)
    
    
    12,500
    
    
    
    25,000
    
    
    
    17,690
 
 (1)
    
    Includes amounts deferred by employees under the Companys 401(k) employee savings plan
pursuant to Section 401(k) of the Internal Revenue Code. Excludes the impact of the omission
of one semi-monthly pay period in connection with the adjustment of the Companys payroll
practices for Ms. Ligocki, Mr. Mallak, Mr. Werle and Ms. Johnston.(2)
    
    Represents amounts earned under the Companys annual bonus plan, but excludes amounts
foregone at the election of the Named Executive Officer and payable in shares of the Companys
Common Stock under the Companys Key Leadership Deferred Income Stock Purchase Plan (DISPP).
For 2005, a bonus payment to Mr. Pumphrey and Mr. Mallak in connection with their inception
of employment with the Company. For 2004, includes a bonus payment to Ms. Ligocki in
connection with her inception of employment with the Company.(3)
    
    The options vest ratably over four years commencing with the first anniversary of the grant
date.(4)
    
    Represents payout for performance under the Long-Term Performance Cash Plan for the 2001-2002
period, but excludes amounts earned but deferred under the Companys DISPP, payable solely in
shares of the Companys Common Stock. Fifty percent of any bonus for the above-mentioned
period was payable in 2003, and the balance was payable in 2004. Also includes the value of
the Companys shares of Common Stock distributed under the Companys DISPP, based upon the
fair market value of the Companys Common Stock on the date of distribution. 91




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##### Table of Contents



(5)
    
    The amounts disclosed in this column include: (a) amounts contributed by the Company to the
Companys 401(k) plan and supplement retirement plan, and (b) dollar value of premiums paid by
us for term life insurance on behalf of the named executive officers as follows: 2005
    
    2004
    
    2003($)
    
    ($)
    
    ($)K. Ligocki
    (a
    )
    
    
    0
    
    
    
    0
    
    
    
    0(b
    )
    
    
    3,634
    
    
    
    4,135
    
    
    
    681D. Pumphrey
    (a
    )
    
    
    8,000
    
    
    
    
    
    
    
    (b
    )
    
    
    2,252
    
    
    
    
    
    
    
    J. Mallak
    (a
    )
    
    
    8,000
    
    
    
    5,833
    
    
    
    0(b
    )
    
    
    2,560
    
    
    
    1,816
    
    
    
    0T. Werle
    (a
    )
    
    
    0
    
    
    
    0
    
    
    
    0(b
    )
    
    
    1,535
    
    
    
    958
    
    
    
    0G. Meleghy
    (a
    )
    
    
    0
    
    
    
    0
    
    
    
    0(b
    )
    
    
    0
    
    
    
    687
    
    
    
    0K. Johnston
    (a
    )
    
    
    5,500
    
    
    
    12,411
    
    
    
    16,840(b
    )
    
    
    1,537
    
    
    
    1,599
    
    
    
    850
 
 (6)
    
    Ms. Ligocki became the Companys CEO on August 18, 2003.(7)
    
    Represents the grant of 70,000, 10,000, 6,000, 7,000, and 6,000 shares of the Companys
Common Stock to Ms. Ligocki, Mr. Mallak, Mr. Werle, Dr. Meleghy and Ms. Johnston,
respectively, under the Companys Long-Term Incentive Plan, as of May 20, 2004 (based upon the
fair market value of the Companys Common Stock of $3.64 on that date). Subject to certain
pro rata vesting due to termination for death, disability and retirement, the shares vest on
the third anniversary of the grant date. As of December 31, 2005, the value of these
restricted shares owned by the foregoing executives was $4,900, $700, $420, $490, and $420,
respectively, based on the value of the Companys Common Stock on that date ($0.07 per share).
Holders of restricted stock are entitled to vote the shares and to receive dividends thereon
prior to the date of vesting. The value for Mr. Mallak also represents the grant of 60,000
shares of the Companys Common Stock under the above-referenced plan as of January 5, 2004
(based upon the fair market value of the Companys stock of $7.08 per share on that date).
These shares vest at the rate of 33% of the shares granted on each anniversary of the date of
grant. As of December 31, 2005, the value of these shares, based upon the value of the
Companys Common Stock on that date ($0.07) was $4,200.(8)
    
    Represents the grant of 100,000 shares of the Companys Common Stock to Ms. Ligocki under
the Companys Long-Term Incentive Plan, based upon the fair market value of the Companys
stock ($3.95) on August 18, 2003, the date of grant. The shares vest at the rate of 50% of
the shares granted on the first and second anniversary of the grant date. As of December
31, 2004, the value of these shares, based upon the value of the Companys Common Stock on
that date ($2.39) was $239,000.(9)
    
    Mr. Pumphrey became the Companys President North American Operations on January 1, 2005.(10)
    
    Mr. Mallak became the Companys CFO on January 5, 2004.(11)
    
    Mr. Werles employment as an officer of the Company terminated prior to December 31, 2005.(12)
    
    Represents the grant of 5,000 and 6,000 shares of restricted stock to Ms. Johnston and Mr.
Werle, respectively, under the Companys Long-Term Incentive Plan, based on the fair market
value of the Companys Common Stock of $3.16 on May 21, 2003, the date of grant. Subject to
certain pro rata vesting due to termination for death, disability and retirement, the shares
vest on the third anniversary of the grant date. As of December 31, 2005, the value of these
restricted shares owned by the foregoing executives was $350 and $420, respectively, based
upon the value of the Companys Common Stock on that date ($0.07 per share). Holders of
restricted stock are entitled to vote the shares and to receive dividends thereon prior to the
date of vesting.(13)
    
    Represents relocation payments made on Ms. Johnstons behalf of $64,154, vehicle allowance of
$12,000 and other taxable fringe benefits of $6,709.(14)
    
    For 2005, includes amounts payable under Key Employee Retention agreements for Ms. Ligocki,
Mr. Mallak, Mr. Werle, Dr. Meleghy and Ms. Johnston. 92




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##### Table of Contents



Option Grant Table
  Option Exercises and Year-End Value Table
  Aggregated Option Exercises in Last Fiscal
Year and Year-End Option Values
 Number of
    
    Value ofUnexercised
    
    Unexercised In-the-Options at
    
    Money OptionsYear-End(#)
    
    Year-End($)Shares Acquired
    
    Value
    
    Exercisable/
    
    Exercisable/Name
    
    on Exercise
    
    Realized($)
    
    Unexercisable
    
    Unexercisable (2)K. Ligocki
    
    
    0
    
    
    
    N/A
    (1)
    
    
    0/0
    
    
    
    0/0J. Mallak
    
    
    0
    
    
    
    N/A
    (1)
    
    
    25,000/0
    
    
    
    0/0D. Pumphrey
    
    
    0
    
    
    
    N/A
    (1)
    
    
    0/0
    
    
    
    0/0G. Meleghy
    
    
    0
    
    
    
    N/A
    (1)
    
    
    52,500/0
    
    
    
    0/0K. Johnston
    
    
    0
    
    
    
    N/A
    (1)
    
    
    122,500/0
    
    
    
    0/0T. Werle
    
    
    0
    
    
    
    N/A
    (1)
    
    
    55,000/0
    
    
    
    0/0
 
 (1)
    
    Not Applicable.(2)
    
    On February 2, 2005, Tower Automotive, Inc. and its U.S. subsidiaries filed a voluntary
petition for relief under  Chief Executive Officer Compensation
  Change in Control Agreements
   93




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Key Employee Retention Plan Agreements
    Compensation of Directors
  94




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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
    
    
    95,000
    
    
    
    *D. William Pumphrey
    
    
    
    
    
    
    *Kathy Johnston
    
    
    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)
    
    
    351,247
    
    
    
    *F. Joseph Loughrey(2)
    
    
    77,361
    
    
    
    *James R. Lozelle(2)
    
    
    314,370
    
    
    
    *Georgia Nelson(2)
    
    
    76,336
    
    
    
    *Deutsche Bank AG(3)
    
    
    5,966,501
    
    
    
    9.3
    %Credit Suisse(4)
    
    
    4,364,918
    
    
    
    7.0
    %FMR Corp(5)
    
    
    5,000,000
    
    
    
    8.5
    %Morgan Stanley(6)
    
    
    3,990,517
    
    
    
    6.5
    %New York Life Trust Company(7)
    
    
    4,774,533
    
    
    
    8.2
    %Strong Capital Management, Inc.(8)
    
    
    3,176,219
    
    
    
    5.4
    %All Directors and executive officers as a
group (17 persons)
    
    
    1,483,927
    
    
    
    2.6
    %
 
 *
    
    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)
    
    Deutsche Bank AG, on behalf of itself and its affiliates reported as of January 30, 2006,
sole voting power and dispositive power with respect to 5,996,501 shares of Common Stock.
The address for Deutsche Bank AG is Taunusanlage 12, D-60325 Frankfurt am Main, Federal
Republic of Germany.(4)
    
    Credit Suisse, on behalf of the Investment Banking division reported as of February 14, 2006,
sole voting and dispositive power with respect to 4,364,918 shares of Common Stock. The
address for Credit Suisse is Uetilbergstrasse 231, P.O. Box 900 CH 8070 Zurich, Switzerland.(5)
    
    FMR Corp reported as of February 14, 2006, sole dispositive power with respect to 5,000,000
shares of Common Stock. The address for FMR Corp is 82 Devonshire Street, Boston,
Massachusetts 02109.(6)
    
    Morgan Stanley on behalf of itself and its affiliates reported as of February 15, 2005, sole
voting and dispositive power with respect to 3,985,507 shares of Common Stock and shared
voting and dispositive power with respect to 5,010 shares of Common Stock. The address of
Morgan Stanley is 1585 Broadway, New York, New York 10036.(7)
    
    New York Life Trust Company in its capacity as directed trustee of various Company plans,
reported as of February 10, 2006 sole voting and sole dispositive power over 4,774,533
shares. The address of New York Life Trust Company is 51 Madison Avenue, New York, New York,
10010.(8)
    
    Strong Capital Management, Inc. reported as of February 11, 2005, sole voting and dispositive
power with respect to 3,176,219
shares of Common Stock. The address of Strong Capital Management, Inc. is 100 Heritage
Reserve, Menominee Falls, Wisconsin 53051. 95




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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)
    
    
    2,127,715
    (1)
    
    $
    10.86
    
    
    
    2,958,293
    (2)Equity compensation plans
not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,127,715
    
    
    $
    10.86
    
    
    
    2,958,293
 
 (1)
    
    Consists of 100,000 shares under the 1994 Key Employee Stock Option Plan, 1,927,515 shares
under the 1999 Long-Term Incentive Plan and 100,200 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.
  2005
    
    20041. Audit Fees
    
    $
    4,839,967
    
    
    $
    3,325,3392. Audit Related Fees (a)
    
    
    
    
    
    
    288,4483. Tax Fees (b)
    
    
    1,009,505
    
    
    
    565,1934. All Other Fees
    
    
    
    
    
    
    
 
 (a)
    
    Includes fees for (1) financial accounting and reporting consultations on proposed
transactions, and (2) advisory and internal accounting control-related services related to
the implementation of Section 404 of the Sarbanes-Oxley Act. 96




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##### Table of Contents



(b)
    
    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.  
 PART IV
 
 Item 15.
Exhibits and Financial Statement Schedules.
 (a) Documents Filed as Part of this Form 10-K.
  97




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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.
    
    *
 98




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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.
    
    *
 99




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##### Table of Contents



Exhibit10.18
    
    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.
    
    *10.19
    
    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, filed herewith.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.32
    
    Certification Pursuant to 18 U.S.C.
Section 1350.
 100




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##### Table of Contents



Exhibit99.1
    
    Audit Committee Charter incorporated by reference to Form
10-K for the year ended December 31, 2004.
    
    *
 
 *
    
    Incorporated by reference.  101




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##### Table of Contents



SIGNATURES
  TOWER AUTOMOTIVE, INC./s/ S.A. JohnsonS.A. Johnson, Chairman
   Signature
    
    Title
    
    Date/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)/s/ Christopher T. Hatto
    
    Chief Accounting OfficerChristopher T. Hatto
    
    (Principal Accounting Officer)
 102