<PAGE>

                                  FORM 10-Q/A
                               (Amendment No. 2)


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         ------------------------------

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2001

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the transition period from ___ to ___

                         Commission file number 1-12733

                             TOWER AUTOMOTIVE, INC.

             (Exact name of Registrant as specified in its charter)

              DELAWARE                                      41-1746238
    (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                       Identification No.)
            4508 IDS CENTER                                    55402
        MINNEAPOLIS, MINNESOTA                              (Zip Code)
(Address of principal executive offices)

                                 (612) 342-2310
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

                      Yes  [X]             No [ ]

The number of shares outstanding of the Registrant's common stock, par value
$.01 per share, at July 31, 2001 was 44,397,350 shares.


<PAGE>


                             TOWER AUTOMOTIVE, INC.
                                    FORM 10-Q

                                TABLE OF CONTENTS



PART I   FINANCIAL INFORMATION

     Item 1.   Financial Statements:

               Condensed Consolidated Statements of Operations (unaudited) for
               the Three Months Ended June 30, 2001 and 2000

               Condensed Consolidated Statements of Operations (unaudited) for
               the Six Months Ended June 30, 2001 and 2000

               Condensed Consolidated Balance Sheets at June 30, 2001
               (unaudited) and December 31, 2000

               Condensed Consolidated Statements of Cash Flows (unaudited) for
               the Six Months Ended June 30, 2001 and 2000

               Notes to Condensed Consolidated Financial Statements

    Item 2.    Management's Discussion and Analysis of Financial Condition and
               Results of Operations

    Item 3.    Quantitative and Qualitative Disclosures About Market Risk
               See "Market Risk" section of Item 2


PART II   OTHER INFORMATION

    Item 4.    Submission of Matters to a Vote of Security Holders

    Item 6.    Exhibits and Reports on Form 8-K


                                      -1-


<PAGE>


ITEM 1 - FINANCIAL INFORMATION


                     TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

          (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS - UNAUDITED)


<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED JUNE 30,
                                                         ---------------------------
                                                           2001              2000
                                                         ---------         ---------
<S>                                                      <C>               <C>
Revenues                                                 $ 642,407         $ 681,020
Cost of sales                                              557,146           566,649
                                                         ---------         ---------
        Gross profit                                        85,261           114,371
Selling, general and administrative expenses                35,020            33,431
Amortization expense                                         6,130             5,118
                                                         ---------         ---------
        Operating income                                    44,111            75,822
Interest expense, net                                       20,121            13,534
                                                         ---------         ---------
        Income before provision for income taxes            23,990            62,288
Provision for income taxes                                   9,444            24,916
                                                         ---------         ---------
        Income before equity in earnings of joint
        ventures and minority interest                      14,546            37,372
Equity in earnings of joint ventures                         4,790             4,540
Minority interest - dividends on trust preferred
securities, net                                             (2,664)           (2,619)
                                                         ---------         ---------
        Net income                                       $  16,672         $  39,293
                                                         =========         =========
Basic earnings per share                                 $    0.38         $    0.83
                                                         =========         =========
Diluted earnings per share                               $    0.35         $    0.68
                                                         =========         =========
</TABLE>


                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.


                                       -2-
<PAGE>


                     TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

          (AMOUNTS IN THOUSANDS, EXCEPT PER-SHARE AMOUNTS - UNAUDITED)


<TABLE>
<CAPTION>
                                                            SIX MONTHS ENDED JUNE 30,
                                                         -------------------------------
                                                            2001                2000
                                                         -----------         -----------
<S>                                                      <C>                 <C>
Revenues                                                 $ 1,270,783         $ 1,366,384
Cost of sales                                              1,106,251           1,140,291
                                                         -----------         -----------
        Gross profit                                         164,532             226,093
Selling, general and administrative expenses                  70,319              68,087
Amortization expense                                          12,208              10,217
                                                         -----------         -----------
        Operating income                                      82,005             147,789
Interest expense, net                                         39,843              26,731
                                                         -----------         -----------
        Income before provision for income taxes              42,162             121,058
Provision for income taxes                                    16,472              48,424
                                                         -----------         -----------
        Income before equity in earnings of joint
        ventures and minority interest                        25,690              72,634
Equity in earnings of joint ventures                           9,171               9,020
Minority interest - dividends on trust preferred
securities, net                                               (5,328)             (5,238)
                                                         -----------         -----------
        Net income                                       $    29,533         $    76,416
                                                         ===========         ===========
Basic earnings per share                                 $      0.67         $      1.62
                                                         ===========         ===========
Diluted earnings per share                               $      0.63         $      1.32
                                                         ===========         ===========
</TABLE>


                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.


                                      -3-
<PAGE>


                     TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       JUNE 30,          DECEMBER 31,
                              ASSETS                                    2001                2000
                                                                     -----------         -----------
                                                                     (unaudited)
<S>                                                                  <C>                 <C>
Current assets:
       Cash and cash equivalents                                     $    11,185         $     3,373
       Accounts receivable, net                                          295,892             278,707
       Subordinated interest in accounts receivable                       28,336                  --
       Inventories, net                                                  100,392             132,478
       Prepaid tooling and other                                         211,144             222,119
                                                                     -----------         -----------
             Total current assets                                        646,949             636,677
                                                                     -----------         -----------
Property, plant and equipment, net                                     1,149,877           1,111,780
Investments in joint ventures                                            306,525             267,217
Goodwill and other assets, net                                           854,715             877,073
                                                                     -----------         -----------
                                                                     $ 2,958,066         $ 2,892,747
                                                                     ===========         ===========

              LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current liabilities:
       Current maturities of long-term debt and capital lease        $   152,816         $   149,066
       obligations
       Accounts payable                                                  360,896             248,389
       Accrued liabilities                                               267,037             175,219
                                                                     -----------         -----------
             Total current liabilities                                   780,749             572,674
                                                                     -----------         -----------
Long-term debt, net of current maturities                                768,891             933,442
Obligations under capital leases, net of current maturities                6,016               8,458
Convertible subordinated notes                                           200,000             200,000
Deferred income taxes                                                     38,120              33,884
Other noncurrent liabilities                                             181,940             185,444
                                                                     -----------         -----------
              Total noncurrent liabilities                             1,194,967           1,361,228
                                                                     -----------         -----------

Mandatorily redeemable trust convertible preferred securities            258,750             258,750

Stockholders' investment:
       Preferred stock                                                        --                  --
       Common stock                                                          481                 476
       Additional paid-in capital                                        453,440             450,455
       Retained earnings                                                 337,489             307,956
       Deferred income stock plan                                        (10,219)             (8,942)
       Accumulated other comprehensive loss                              (17,413)             (9,672)
       Treasury stock, at cost                                           (40,178)            (40,178)
                                                                     -----------         -----------
          Total stockholders' investment                                 723,600             700,095
                                                                     -----------         -----------
                                                                     $ 2,958,066         $ 2,892,747
                                                                     ===========         ===========
</TABLE>



         The accompanying notes are an integral part of these condensed
                          consolidated balance sheets.


                                      -4-

<PAGE>


                    TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                       (AMOUNTS IN THOUSANDS - UNAUDITED)


<TABLE>
<CAPTION>
                                                                             SIX MONTHS ENDED JUNE 30,
                                                                         -------------------------------
                                                                              2001               2000
                                                                         -----------         -----------
<S>                                                                      <C>                 <C>
OPERATING ACTIVITIES:
      Net income                                                         $    29,533         $    76,416
      Adjustments to reconcile net income to net cash provided by
         operating activities -
         Depreciation and amortization                                        81,025              76,542
         Deferred income tax provision                                         7,463              21,387
         Changes in other operating items                                    182,389            (101,039)
                                                                         -----------         -----------
        Net cash provided by operating activities                            300,410              73,306
                                                                         -----------         -----------

INVESTING ACTIVITIES:
      Acquisitions and investment in joint ventures                          (13,535)           (153,331)
      Capital expenditures, net                                             (102,073)            (41,648)
                                                                         -----------         -----------
         Net cash used in investing activities                              (115,608)           (194,979)
                                                                         -----------         -----------
FINANCING ACTIVITIES:
      Proceeds from borrowings                                             1,181,978           1,565,574
      Repayment of debt                                                   (1,359,880)         (1,443,439)
      Proceeds from issuance of stock                                            912               5,307
                                                                         -----------         -----------
         Net cash (used in) provided by financing activities                (176,990)            127,442
                                                                         -----------         -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS                                        7,812               5,769

CASH AND CASH EQUIVALENTS:
      Beginning of period                                                      3,373               3,617
                                                                         -----------         -----------
      End of period                                                      $    11,185         $     9,386
                                                                         ===========         ===========
NON-CASH FINANCING ACTIVITIES:
      Notes payable converted to common stock                            $       800         $        --
                                                                         ===========         ===========
      Deferred income stock plan                                         $     1,277         $     4,458
                                                                         ===========         ===========
</TABLE>


                 The accompanying notes are an integral part of
               these condensed consolidated financial statements.


                                      -5-
<PAGE>


                     TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



1.       The accompanying condensed consolidated financial statements have been
         prepared by Tower Automotive, Inc. (the "Company"), without audit,
         pursuant to the rules and regulations of the Securities and Exchange
         Commission. The information furnished in the condensed consolidated
         financial statements includes normal recurring adjustments and reflects
         all adjustments which are, in the opinion of management, necessary for
         a fair presentation of such financial statements. Certain information
         and footnote disclosures normally included in financial statements
         prepared in accordance with generally accepted accounting principles
         have been condensed or omitted pursuant to such rules and regulations.
         Although the Company believes that the disclosures are adequate to make
         the information presented not misleading, it is suggested that these
         condensed consolidated financial statements be read in conjunction with
         the audited financial statements and the notes thereto included in the
         Company's Annual Report on Form 10-K for the year ended December 31,
         2000.

         Revenues and operating results for the six months ended June 30, 2001
         are not necessarily indicative of the results to be expected for the
         full year.

         Certain prior year amounts were reclassified to conform to current year
         presentation.

2.       Inventories consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                            JUNE 30,          DECEMBER 31,
                                             2001                 2000
                                           ---------          -----------
           <S>                             <C>                 <C>
           Raw materials                   $  43,493           $  54,958
           Work in process                    24,834              40,281
           Finished goods                     32,065              37,239
                                           ---------           ---------
                                           $ 100,392           $ 132,478
                                           =========           =========
</TABLE>

3.   Basic earnings per share were computed by dividing net income by the
     weighted average number of common shares outstanding during the respective
     quarters. Diluted earnings per share were determined on the assumptions:
     (i) the Edgewood notes were converted at the beginning of the period, (ii)
     the Convertible Subordinated Notes were converted at the beginning of the
     period, and (iii) the Preferred Securities were converted at the beginning
     of the period (in thousands, except for per share data):


                                      -6-


<PAGE>


<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED     SIX MONTHS ENDED
                                             JUNE 30,              JUNE 30,
                                        ------------------    ------------------
                                          2001      2000       2001        2000
                                        -------    -------    -------    -------
<S>                                     <C>        <C>        <C>        <C>
Net income                              $16,672    $39,293    $29,533    $76,416
Interest expense on Edgewood notes,
  net of tax                                  3          8         10         16
Interest expense on Convertible
  Subordinated Notes, net of tax          1,653      1,626      3,305      3,252
Dividends on Preferred Securities,
  net of tax                              2,664      2,619      5,328      5,238
                                        -------    -------    -------    -------
Net income applicable to common
  stockholders -- diluted               $20,992    $43,546    $38,176    $84,922
                                        =======    =======    =======    =======

Weighted average number of common
  shares outstanding                     44,416     47,750     44,263     47,480
Dilutive effect of outstanding stock
  options and warrants after
  application of the treasury
  stock method                              121        166        126        220
Dilutive effect of Edgewood notes,
  assuming conversion                       125        289        194        289
Dilutive effect of Convertible
  Subordinated Notes, assuming
  conversion                              7,730      7,730      7,730      7,730
Dilutive effect of Preferred
  Securities, assuming conversion         8,424      8,424      8,424      8,424
                                        -------    -------    -------    -------
Diluted shares outstanding               60,816     64,359     60,737     64,143
                                        =======    =======    =======    =======
Basic earnings per share                $  0.38    $  0.83    $  0.67    $  1.62
                                        =======    =======    =======    =======
Diluted earnings per share              $  0.35    $  0.68    $  0.63    $  1.32
                                        =======    =======    =======    =======
</TABLE>

4.   Long-term debt consisted of the following (in thousands):


<TABLE>
<CAPTION>
                                                           JUNE 30,          DECEMBER 31,
                                                            2001                2000
                                                         -----------         -----------
<S>                                                      <C>                 <C>
            Revolving credit facility                    $   211,778         $   345,919
            Senior Euro notes                                127,470             141,330
            Term credit facility                             325,000             325,000
            Industrial development revenue bonds              43,765              43,765
            Edgewood notes                                        78                 878
            Other foreign subsidiary indebtedness            151,943             151,171
            Other                                             59,046              72,969
                                                         -----------         -----------
                                                             919,080           1,081,032
            Less-current maturities                         (150,189)           (147,590)
                                                         -----------         -----------
                  Total long-term debt                   $   768,891         $   933,442
                                                         ===========         ===========
</TABLE>

     On July 25, 2000, the Company replaced its existing $750 million amortizing
     credit agreement with a new six-year $1.15 billion senior unsecured credit
     agreement. The new credit agreement includes a non-amortizing revolving
     facility of $825 million along with an amortizing term loan of $325
     million. The new facility also includes a multi-currency borrowing feature
     that allows the Company to borrow up to $500 million in certain freely
     tradable offshore currencies, and letter of credit sublimits of $100
     million. As of June 30, 2001, approximately $13.5 million of the
     outstanding borrowings are denominated in Japanese yen and $52.3 million of
     the outstanding borrowings are denominated in Euro. Interest on the new
     credit facility is at the financial institutions' reference rate, LIBOR, or
     the Eurodollar rate plus a margin ranging from 0 to 200 basis points
     depending on the ratio of the consolidated funded debt for restricted
     subsidiaries of the Company to its total EBITDA. The


                                      -7-

<PAGE>
     weighted average interest rate for such borrowings was 7.35 percent for six
     months ended June 30, 2001. The new credit agreement has a final maturity
     of 2006. As a result of the debt replacement, the Company recorded an
     extraordinary loss, net of tax, of $3.0 million during the third quarter of
     2000.

     The Credit Agreement requires the Company to meet certain financial tests,
     including but not limited to a minimum interest coverage and maximum
     leverage ratio. As of June 30, 2001, the Company was in compliance with all
     debt covenants.

     On July 25, 2000, R. J. Tower (the "Issuer"), a wholly-owned subsidiary of
     the Company, issued Euro-denominated senior unsecured notes in the amount
     of E150 million. The notes bear interest at a rate of 9.25 percent,
     payable semi-annually. The notes rank equally with all of the Company's
     other unsecured and unsubordinated debt. The net proceeds after issuance
     costs were used to repay a portion of the Company's existing
     Euro-denominated indebtedness under its existing credit facility. The notes
     mature on August 1, 2010.

     During September 2000, the Company entered into an interest rate swap
     contract to hedge against interest rate exposure on approximately $160
     million of its floating rate indebtedness under its $1.15 billion senior
     unsecured credit facility. The contracts have the effect of converting the
     floating rate interest to a fixed rate of approximately 6.9 percent, plus
     any applicable margin required under the revolving credit facility. The
     interest rate swap contract was executed to balance the Company's
     fixed-rate and floating-rate debt portfolios and expires in September 2005.

5.   During the quarter ended June 30, 2001 the Company entered into an
     agreement whereby the domestic operating units will sell eligible customer
     receivables on an ongoing basis to a newly formed special purpose entity
     (the "SPE"). Upon recording the sale, the operating units recognize a loss
     representing the difference between the carrying value of the eligible
     receivables and the net sales proceeds received. The loss consists of the
     effects of yield adjustments and projected credit losses associated with
     the receivables pool. The SPE records its ownership in the net receivables
     purchased from the operating units. The SPE subsequently sells its interest
     in receivables to a third party funding agent in exchange for cash and a
     subordinated interest in the unfunded receivables transferred. The Company
     acts as an administrative agent in the management and collection of
     accounts receivable sold. The Company remits all cash collected from
     domestic receivables to the SPE. The SPE records a liability for amounts
     due to the funding agent along with any funding costs and applies any
     excess collections to reduce its subordinated interest in receivables sold.
     Cash collected by the SPE in excess of amounts due the funding agent and
     its net subordinated interest in the receivables pool are recorded as
     investment income by the SPE. This income represents an offset of the yield
     adjustments and credit losses recorded by the operating units upon sale in
     adjusting the carrying value of receivables sold. The net impact of the
     yield loss and credit loss adjustment is not material.

     During the quarter ended June 30, 2001, the Company sold approximately
     $180.7 million of net accounts receivable in exchange for $54.0 million of
     cash and a retained subordinated interest in the receivables sold of
     approximately $126.7 million. The proceeds from the sale were used to pay
     down borrowings under the Company's revolving credit facility. As of June
     30, 2001, the SPE recorded a liability to the funding agent of $54.0
     million and a subordinated interest in receivables sold of $28.3 million.
     Settlement of amounts due to the funding agent as well as its funding cost
     of approximately 7.6 percent occurs during the month subsequent to the sale
     of the receivables. During the period preceding this settlement, the SPE
     advances any excess cash from collections to R.J. Tower in the form of a
     demand note receivable. The demand note is eliminated on consolidation.

6.   On November 30, 2000, the Company completed the acquisition of Strojarne
     Malacky, a.s. ("Presskam"), a manufacturer of upper body structural
     assemblies for Volkswagen, Porsche and Skoda, located near Bratislava,
     Slovakia. The Company paid total consideration of approximately $10 million
     for Presskam and intends to use the investment to further support
     Volkswagen's Bratislava assembly operation.

     On July 6, 2000, the Company acquired the remaining 60 percent equity
     interest in Metalurgica Caterina S.A. ("Caterina") for approximately $42
     million. The initial 40 percent interest was acquired in March 1998, for
     approximately $48 million. Caterina is a supplier of structural stampings
     and assemblies to the Brazilian automotive market, including Volkswagen and
     Mercedes-Benz. The acquisition was funded with proceeds from the Company's
     revolving credit facility.


                                      -8-

<PAGE>
         On May 3, 2000, the Company acquired all of the outstanding common
         stock of Algoods, Inc. ("Algoods") for total consideration of
         approximately $33 million. Algoods manufactures aluminum heat shields
         and impact discs for the North American automotive industry from
         aluminum mini-mill and manufacturing operations located in Toronto,
         Canada. Its primary customer is DaimlerChrysler. The acquisition of
         Algoods represents a significant investment in processing technology
         for lightweight materials which complements the Company's existing heat
         shield capabilities and provides opportunities for application in other
         lightweight vehicle structural products. The acquisition was funded
         with proceeds from the Company's revolving credit facility.

         Effective January 1, 2000, the Company acquired all of the outstanding
         shares of Dr. Meleghy GmbH & Co. KG Werkzeugbau und Presswerk, Bergisch
         Gladbach ("Dr. Meleghy") for approximately $86.4 million. Dr. Meleghy
         designs and produces structural stampings, assemblies, exposed surface
         panels and modules to the European automotive industry. Dr. Meleghy
         also designs and manufactures tools and dies for use in their
         production and for the external market. Dr. Meleghy operates three
         facilities in Germany and one facility in both Hungary and Poland. Dr.
         Meleghy's main customers include DaimlerChrysler, Audi, Volkswagen,
         Ford, Opel and BMW. Products offered by Dr. Meleghy include body side
         panels, floor pan assemblies and miscellaneous structural stampings.
         Based on the purchase contract, the Company anticipates it will pay an
         additional $24 million during 2001 for achieving certain operating
         earnings targets during the 2000 period. The acquisition was financed
         with proceeds from the Company's revolving credit facility.

         On October 29, 1999, the Company invested $21 million for new shares
         representing a 49 percent equity interest in Seojin Industrial Company
         Limited ("Seojin"). Seojin is a supplier of frames, modules and
         structural components to the Korean automotive industry. Consideration
         for the equity interest was financed under the Company's revolving
         credit facility. In addition, the Company advanced $19 million to
         Seojin in exchange for variable rate convertible bonds (the "Bonds")
         due October 30, 2009. On October 31, 2000, the Company exercised its
         right to convert the bonds into 17 percent of the common stock of
         Seojin increasing the Company's equity interest to 66 percent. Based
         upon the formula conversion of the Seojin bonds, the Company paid an
         additional $1.2 million for the 17 percent equity interest.


         The acquisitions discussed above have been accounted for using the
         purchase method of accounting and, accordingly, the assets acquired and
         liabilities assumed have been recorded at the fair value as of the date
         of the acquisitions. The assets and liabilities of Presskam have been
         recorded based on preliminary estimates of fair value as of the date of
         acquisition. The excess of the purchase price over the fair value of
         the assets acquired and liabilities assumed has been recorded as
         goodwill. The Company is further evaluating the fair value of certain
         assets acquired and liabilities assumed in connection with the Presskam
         acquisition and as a result, will likely result in adjustments to the
         preliminary allocation of the purchase price.


         In conjunction with its acquisitions, the Company has established
         reserves for certain costs associated with facility shutdown and
         consolidation activities and for general and payroll related costs
         primarily for planned employee termination activities. As of December
         31, 2000, approximately $7.3 million and $3.9 million were recorded for
         facility shutdown and payroll related costs, respectively. Costs
         incurred and charged to such reserves amounted to $0.8 million for
         facility shutdown costs and $1.2 million for payroll related
         termination costs for the six months ended June 30, 2001. At June 30,
         2001, liabilities of approximately $6.5 million for costs associated
         with facility shutdown and consolidation activities and $2.7 million of
         costs for planned employee termination activities remained. The timing
         of facility shutdown and consolidation activities has been adjusted to
         reflect customer concerns with supply interruption. These reserves have
         been utilized as originally intended and management believes the
         liabilities recorded for shutdown and consolidation activities are
         adequate but not excessive as of June 30, 2001.

7.       The Company has a 31 percent equity interest in Yorozu Corporation
         ("Yorozu") acquired from Nissan Motor Co. Ltd. ("Nissan"). The Company
         acquired its original 17 percent equity interest in Yorozu for
         approximately $38 million in September 2000 payable to Nissan over two
         and one-half years. The Company exercised its option to purchase an
         additional 13.8 percent equity interest in Yorozu for approximately $30
         million in February 2001 payable to Nissan over two and one-half years.

         The Company formed a product technology and development joint venture,
         DTA Development, with Defiance Testing & Engineering Services, Inc., a
         subsidiary of GenTek Inc. through an investment of $2.1 million in
         March 2000, which represents a 40 percent equity interest.

8.       The Company is a 40 percent partner in Metalsa S. de R.L. ("Metalsa")
         with Promotora de Empresas Zano, S.A. de C.V. ("Proeza"). The
         partnership agreement provides additional amounts of up to $45


                                      - 9 -
<PAGE>

         million payable based upon net earnings of Metalsa during 1998, 1999,
         and 2000. Based upon Metalsa's net earnings, the Company paid Proeza
         approximately $9.0 million and $7.9 million in additional consideration
         during 1999 and 2000, respectively. Based upon Metalsa's 2000 net
         earnings, the Company anticipates it will pay Proeza approximately
         $8.0 million in additional consideration during 2001.

9.       On October 2, 2000, the Company's board of directors approved a
         comprehensive operational realignment plan (the "Plan"), which is
         intended to improve the Company's long-term competitive position and
         lower its cost structure. The Plan includes phasing out the heavy truck
         rail manufacturing in Milwaukee, Wisconsin; reducing stamping capacity
         by closing the Kalamazoo, Michigan facility; and consolidating related
         support activities across the enterprise. The Company recognized a
         charge to operations of approximately $141.3 million in the fourth
         quarter of 2000, which reflects the estimated qualifying "exit costs"
         to be incurred over the next 12 months under the Plan.

         The charge includes costs associated with asset impairments, severance
         and outplacement costs related to employee terminations, loss contract
         provisions and certain other exit costs. These activities are
         anticipated to result in a reduction of more than 800 employees.
         Through June 30, 2001, the Company had eliminated approximately 850
         employees pursuant to the Plan. The estimated realignment charge does
         not cover certain aspects of the Plan, including movement of equipment
         and employee relocation and training. These costs will be recognized in
         future periods as incurred.

         The asset impairments consist of long-lived assets, including fixed
         assets, manufacturing equipment and land, from the facilities the
         Company intends to dispose of or discontinue. For assets that will be
         disposed of currently, the Company measured impairment based on
         estimated proceeds on the sale of the facilities and equipment. The
         carrying value of the long-lived assets held for sale or disposal is
         approximately $3.8 million as of June 30, 2001. For assets that will be
         held and used in the future, the Company prepared a forecast of
         expected undiscounted cash flows to determine whether asset impairment
         existed, and used fair values to measure the required write-downs.
         These asset impairments have arisen only as a consequence of the
         Company making the decision to exit these activities during the fourth
         quarter of 2000. The assets will be abandoned or disposed of upon the
         exit of the activity, with expected completion during the first nine
         months of 2001.

         The accrual for operational realignment and other costs is included in
         accrued liabilities in the accompanying consolidated balance sheet as
         of June 30, 2001. The table below summarizes the accrued operational
         realignment and other charges through June 30, 2001 (in millions):

<TABLE>
<CAPTION>
                                                     SEVERANCE AND                       OTHER
                                         ASSET       OUTPLACEMENT        LOSS            EXIT
                                      IMPAIRMENTS        COSTS         CONTRACTS         COSTS           TOTAL
                                      -----------    -------------     ---------        -------         -------
<S>                                   <C>            <C>               <C>              <C>             <C>
Provision for operational
  realignment and other charges         $ 103.7         $  25.2         $   8.1         $   4.3         $ 141.3
Cash payments                                --            (8.7)           (2.5)           (0.3)          (11.5)
Non cash charges                          (73.1)             --              --              --           (73.1)
                                        -------         -------         -------         -------         -------
Balance at December 31, 2000               30.6            16.5             5.6             4.0            56.7
Cash payments                                --            (8.7)           (3.4)           (0.8)          (12.9)
Non cash charges                          (10.6)             --              --              --           (10.6)
                                        -------         -------         -------         -------         -------
Balance at June 30, 2001                $  20.0         $   7.8         $   2.2         $   3.2         $  33.2
                                        =======         =======         =======         =======         =======
</TABLE>

10.       Supplemental cash flow information (in thousands):

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED JUNE 30,        SIX MONTHS ENDED JUNE 30,
                                             ---------------------------        --------------------------
                                               2001              2000            2001               2000
                                             --------         ----------        -------            -------
         <S>                                 <C>              <C>               <C>                <C>
         Cash paid for -
                Interest                      $11,975         $14,800           $38,982            $32,273
                Income taxes                    1,598           9,815             3,281             16,277
</TABLE>


                                     - 10 -

<PAGE>

11.  The following table presents comprehensive income, defined as changes in
     the stockholders' investment of the Company, for the six months ended June
     30, 2001 and 2000 (in thousands):

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED JUNE 30,         SIX MONTHS ENDED JUNE 30,
                                             ---------------------------        ---------------------------
                                               2001              2000             2001               2000
                                             --------          ---------        --------           --------
   <S>                                       <C>               <C>              <C>                <C>
   Net income                                $ 16,672           $ 39,293        $ 29,533           $ 76,416
   Change in cumulative translation
     adjustment                                 1,428                204          (2,406)              (750)
   Transition adjustment relating
     to loss on qualifying cash flow
     hedges                                        --                 --          (4,200)                --
   Unrealized gain(loss) on qualifying
     cash flow hedges                           1,365                 --          (1,135)                --
                                             --------           --------        --------            -------
   Comprehensive income                      $ 19,465           $ 39,497        $ 21,792           $ 75,666
                                             ========           ========        ========           ========
</TABLE>

12.      On January 1, 2001, the Company adopted SFAS No. 133, "Accounting for
         Derivative Instruments and Hedging Activities," issued by the Financial
         Accounting Standards Board (the "FASB") in 1998. SFAS No. 133, as
         amended, establishes accounting and reporting standards requiring the
         recording of each derivative instrument in the balance sheet as either
         an asset or liability measured at fair value. Changes in the derivative
         instrument's fair value must be recognized currently in earnings unless
         specific hedge accounting criteria is met. For hedges which meet the
         criteria, the derivative instrument's gains and losses, to the extent
         effective, may be recognized in accumulated other comprehensive income
         or loss, rather than in earnings.

         The Company has entered into an interest rate swap (see note 4) to
         hedge the exposure to interest rate fluctuations on the credit
         agreement. This agreement meets the specific hedge accounting criteria
         and is designated as a cash flow hedge. The effective portion of the
         cumulative gain or loss on the derivative instrument has been reported
         as a component of accumulated other comprehensive loss in stockholders'
         investment and will be recognized into current earnings in the same
         period or periods during which the hedged transactions affect current
         earnings.

         The adoption of SFAS No. 133 on January 1, 2001 resulted in a pretax
         charge to accumulated other comprehensive loss of $6.8 million ($4.2
         million net of income tax benefit) for derivative instruments that were
         issued, acquired or modified after December 31, 1998. The accumulated
         other comprehensive loss was attributable to losses on effective cash
         flow hedges. Amounts currently recorded in accumulated other
         comprehensive loss ($5.3 million at June 30, 2001) will be reclassified
         into current earnings by September 2005, the termination date for the
         current agreement.

         Derivative liabilities relating to the interest rate swap agreement
         totaling $8.6 million have been recorded in accrued liabilities on the
         balance sheet as of June 30, 2001. The fair value of the interest rate
         swap agreement is based upon the difference between the contractual
         rates and the present value of the expected future cash flows on the
         hedged interest rate.

13.      On June 29, 2001, the FASB approved for issuance, SFAS No. 141,
         "Business Combinations," and SFAS No. 142, "Goodwill and Intangible
         Assets." Major provisions of these Statements are as follows: all
         business combinations initiated after June 30, 2001 must use the
         purchase method of accounting; the pooling of interest method of
         accounting is prohibited except for transactions initiated before July
         1, 2001; intangible assets acquired in a business combination must be
         recorded separately from goodwill if they arise from contractual or
         other legal rights or are separable from the acquired entity and can be
         sold, transferred, licensed, rented or exchanged, either individually
         or as part of a related contract, asset or liability; goodwill and
         intangible assets with indefinite lives are not amortized but


                                     - 11 -
<PAGE>

         tested for impairment annually, except in certain circumstances, and
         whenever there is an impairment indicator; all acquired goodwill must
         be assigned to reporting units for purposes of impairment testing and
         segment reporting; effective January 1, 2002, goodwill will no longer
         be subject to amortization. Management is currently reviewing the
         provisions of these Statements and their impact on the Company's
         results of operations.

14.      The following consolidating financial information presents balance
         sheets, statements of operations and cash flow information related to
         the Company's business. Each Guarantor, as defined, is a direct or
         indirect wholly-owned subsidiary of the Company and has fully and
         unconditionally guaranteed the 9.25 percent senior unsecured notes
         issued by R. J. Tower Corporation, on a joint and several basis. Tower
         Automotive, Inc. (the parent company) has also fully and
         unconditionally guaranteed the note and is reflected as the Parent
         Guarantor in the consolidating financial information. The
         Non-Guarantors include the Company's foreign subsidiaries. Separate
         financial statements and other disclosures concerning the Guarantors
         have not been presented because management believes that such
         information is not material to investors.


                                     - 12 -
<PAGE>
TOWER AUTOMOTIVE INC.
CONSOLIDATING BALANCE SHEETS AT JUNE 30, 2001
(AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                              R. J. TOWER     PARENT    GUARANTOR    NON-GUARANTOR
                                              CORPORATION   GUARANTOR   COMPANIES      COMPANIES     ELIMINATIONS    CONSOLIDATED
                                              -----------   ---------   ---------    -------------   ------------    ------------
<S>                                           <C>           <C>         <C>          <C>             <C>             <C>
                ASSETS
Current assets:
 Cash and cash equivalents                     $     1,162   $      --   $      109   $       9,914   $         --    $   11,185
 Accounts receivable, net                            4,416          --      184,363         107,113             --       295,892
 Subordinated interest in accounts receivable           --          --           --          28,336             --        28,336
 Inventories, net                                    1,695          --       63,586          35,111             --       100,392
 Prepaid tooling and other                          24,719          --      148,686          37,739             --       211,144
                                               -----------   ---------   ----------   -------------   ------------    ----------
   Total current assets                             31,992          --      396,744         218,213             --       646,949
                                               -----------   ---------   ----------   -------------   ------------    ----------
Property, plant and equipment, net                  39,051          --      856,834         253,992             --     1,149,877
Investments in joint ventures                      256,535      45,361        3,496           1,133             --       306,525
Investment in subsidiaries                         682,889     723,600           --              --     (1,406,489)            -
Goodwill and other assets, net                      21,938      10,355      551,771         270,651             --       854,715
                                               -----------   ---------   ----------   -------------   ------------    ----------
                                               $ 1,032,405   $ 779,316   $1,808,845   $     743,989   $ (1,406,489)   $2,958,066
                                               ===========   =========   ==========   =============   ============    ==========

  LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current liabilities
 Current maturities of long-term debt and
   capital lease obligations                   $    52,461        $ --   $    2,627   $      97,728   $         --    $  152,816
 Accounts payable                                   16,938          --      239,701         104,257             --       360,896
 Accrued liabilities                                62,622       4,167       93,221         107,027             --       267,037
                                               -----------   ---------   ----------   -------------   ------------    ----------
   Total current liabilities                       132,021       4,167      335,549         309,012             --       780,749
                                               -----------   ---------   ----------   -------------   ------------    ----------

Long-term debt, net of current maturities          646,937          --       44,765          77,189             --       768,891
Obligations under capital leases,
  net of current maturities                             --          --        6,016              --             --         6,016
Convertible subordinated notes                          --     200,000           --              --             --       200,000
Due to/(from) affiliates                          (527,438)   (407,201)     839,744          94,895             --            --
Deferred income taxes                               30,747          --        2,970           4,403             --        38,120
Other noncurrent liabilities                        10,554          --      135,072          36,314             --       181,940
                                               -----------   ---------   ----------   -------------   ------------    ----------
   Total noncurrent liabilities                    160,800    (207,201)   1,028,567         212,801             --     1,194,967
                                               -----------   ---------   ----------   -------------   ------------    ----------

Manditorily redeemable trust convertible
 preferred securities                                   --     258,750           --              --             --       258,750

Stockholders' investment                           745,021     723,600      444,729         234,152     (1,406,489)      741,013
Accumulated other comprehensive loss                (5,437)         --           --         (11,976)            --       (17,413)
                                               -----------   ---------   ----------   -------------   ------------    ----------
   Total stockholders' investment                  739,584     723,600      444,729         222,176     (1,406,489)      723,600
                                               -----------   ---------   ----------   -------------   ------------    ----------
                                               $ 1,032,405   $ 779,316   $1,808,845   $     743,989   $ (1,406,489)   $2,958,066
                                               ===========   =========   ==========   =============   =============   ==========
</TABLE>



                                     - 13 -
<PAGE>
TOWER AUTOMOTIVE INC.
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2001
(AMOUNTS IN THOUSANDS - UNAUDITED)


<TABLE>
<CAPTION>
                                              R. J. TOWER     PARENT    GUARANTOR    NON-GUARANTOR
                                              CORPORATION   GUARANTOR   COMPANIES      COMPANIES     ELIMINATIONS    CONSOLIDATED
                                              -----------   ---------   ---------    -------------   ------------    ------------
<S>                                           <C>           <C>         <C>          <C>             <C>             <C>
Revenues                                       $  19,946          $ --  $ 432,190       $ 190,271           $ --      $  642,407

Cost of sales                                      3,390            --    384,329         169,427             --         557,146
                                               ---------     ---------  ---------       ---------      ---------      ----------

  Gross profit                                    16,556            --     47,861          20,844             --          85,261

Selling, general and administrative expenses       1,172            --     24,775           9,073             --          35,020

Amortization expense                                 481           324      3,633           1,692             --           6,130
                                               ---------     ---------  ---------       ---------      ---------      ----------
  Operating income                                14,903          (324)    19,453          10,079             --          44,111

Interest expense, net                             17,158         1,879     (2,628)          3,712             --          20,121
                                               ---------     ---------  ---------       ---------      ---------      ----------
  Income before provision for income taxes        (2,255)       (2,203)    22,081           6,367             --          23,990

Provision for income taxes                          (879)         (859)     8,611           2,571             --           9,444
                                               ---------     ---------  ---------       ---------      ---------      ----------

  Income before equity in earnings of
  joint ventures and minority interest            (1,376)       (1,344)    13,470           3,796             --          14,546

Equity in earnings of joint ventures and
 subsidiaries                                     22,056        20,680         --              --        (37,946)          4,790

Minority interest - dividends on trust
 preferred, net                                       --        (2,664)        --              --             --          (2,664)
                                               ---------     ---------  ---------       ---------      ---------      ----------
  Net income                                   $  20,680     $  16,672  $  13,470       $   3,796      $ (37,946)     $   16,672
                                               =========     =========  =========       =========      =========      ==========
</TABLE>



                                     - 14 -
<PAGE>
TOWER AUTOMOTIVE INC.
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2001
(AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>

                                                                                               NON-
                                                        R. J. TOWER    PARENT    GUARANTOR   GUARANTOR
                                                        CORPORATION   GUARANTOR  COMPANIES   COMPANIES   ELIMINATIONS  CONSOLIDATED
                                                        -----------   ---------  ---------   ---------   ------------  ------------
<S>                                                       <C>           <C>      <C>         <C>          <C>          <C>
Revenues                                                  $38,569         $ --   $832,066    $400,148        $ --      $1,270,783

Cost of sales                                              12,843           --    739,452     353,956         --        1,106,251
                                                        -----------   ---------  ---------   ---------   ------------  ------------

          Gross profit                                     25,726           --     92,614      46,192         --          164,532

Selling, general and administrative expenses                1,514           --     50,506      18,299         --           70,319

Amortization expense                                        1,014          645      7,250       3,299         --           12,208
                                                        -----------   ---------  ---------   ---------   ------------  ------------

          Operating income                                 23,198         (645)    34,858      24,594         --           82,005

Interest expense, net                                      35,676        3,551     (6,340)      6,956         --           39,843
                                                        -----------   ---------  ---------   ---------   ------------  ------------

          Income before provision for income taxes        (12,478)      (4,196)    41,198      17,638         --           42,162

Provision for income taxes                                 (4,866)      (1,637)    16,067       6,908         --           16,472
                                                        -----------   ---------  ---------   ---------   ------------  ------------

          Income before equity in earnings of
            joint ventures and minority interest           (7,612)      (2,559)    25,131      10,730         --           25,690

Equity in earnings of joint ventures and
  subsidiaries                                             45,032       37,420         --          --     (73,281)          9,171

Minority interest - dividends on trust preferred,
  net                                                          --       (5,328)        --          --          --          (5,328)
                                                        -----------   ---------  ---------   ---------   ------------  ------------

          Net income                                      $37,420       $29,533   $25,131    $ 10,730    $(73,281)     $   29,533
                                                         ==========   =========  =========   =========   ============  ============
</TABLE>


                                     - 15 -
<PAGE>

TOWER AUTOMOTIVE INC.
CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2001
(AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                                  R. J. TOWER     PARENT     GUARANTOR   NON-GUARANTOR
                                                  CORPORATION   GUARANTOR    COMPANIES     COMPANIES    ELIMINATIONS   CONSOLIDATED
                                                  -----------  -----------  -----------  -------------  ------------   -----------
<S>                                               <C>          <C>          <C>          <C>            <C>            <C>
OPERATING ACTIVITIES:
Net income                                        $    37,420  $    29,533  $    25,131   $    10,730    $   (73,281)  $    29,533
Adjustments required to reconcile net income
   to net cash provided by (used in)
   operating activities
       Depreciation and amortization                    3,010          645       59,823        17,547             --        81,025
       Deferred income tax provision                    4,872           --        3,601        (1,010)            --         7,463
       Changes in other operating items               343,117          381       (8,614)       (8,527)      (143,968)      182,389
                                                  -----------  -----------  -----------   -----------    -----------   -----------
       Net cash provided by (used in) operating
           activities                                 388,419       30,559       79,941        18,740       (217,249)      300,410
                                                  -----------  -----------  -----------   -----------    -----------   -----------

INVESTING ACTIVITIES:
Capital expenditures, net                              (3,802)          --      (73,232)      (25,039)            --      (102,073)
Acquisitions and other, net                          (192,452)     (31,471)      (6,861)           --        217,249       (13,535)
                                                  -----------  -----------  -----------   -----------    -----------   -----------
       Net cash provided by (used in) investing
           activities                                (196,254)     (31,471)     (80,093)      (25,039)       217,249      (115,608)
                                                  -----------  -----------  -----------   -----------    -----------   -----------

FINANCING ACTIVITIES:
Proceeds from borrowings                            1,133,522           --           --        48,456             --     1,181,978
Repayments of debt                                 (1,305,753)          --       (1,314)      (52,813)            --    (1,359,880)
Net proceeds from the issuance of common stock             --          912           --            --             --           912
                                                  -----------  -----------  -----------   -----------    -----------   -----------
       Net cash provided by (used for) financing
           activities                                (172,231)         912       (1,314)       (4,357)            --      (176,990)
                                                  -----------  -----------  -----------   -----------    -----------   -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                19,934           --       (1,466)      (10,656)            --         7,812
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD        (18,772)          --        1,575        20,570             --         3,373
                                                  -----------  -----------  -----------   -----------    -----------   -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD          $     1,162         $ --  $       109   $     9,914    $        --   $    11,185
                                                  ===========  ===========  ===========   ===========    ===========   ===========
</TABLE>



                                     - 16 -
<PAGE>

TOWER AUTOMOTIVE INC.
CONSOLIDATING BALANCE SHEETS AT DECEMBER 31, 2000
(AMOUNTS IN THOUSANDS)


<TABLE>
<CAPTION>
                                               R. J. TOWER    PARENT       GUARANTOR   NON-GUARANTOR
                                               CORPORATION   GUARANTOR     COMPANIES     COMPANIES     ELIMINATIONS   CONSOLIDATED
                                               -----------   ---------     ---------   -------------   ------------   ------------
<S>                                            <C>           <C>          <C>          <C>             <C>            <C>
            ASSETS

Current assets:
 Cash and cash equivalents                      $ (18,772)   $      --    $     1,575    $   20,570    $        --    $     3,373
 Accounts receivable, net                           6,983          381        172,332        99,011             --        278,707
 Inventories, net                                   2,032           --         83,479        46,967             --        132,478
 Prepaid tooling and other                         24,704           --        171,107        26,308             --        222,119
                                                ---------    ---------    -----------    ----------    -----------    -----------
   Total current assets                            14,947          381        428,493       192,856             --        636,677
                                                ---------    ---------    -----------    ----------    -----------    -----------

Property, plant and equipment, net                 37,245           --        836,175       238,360             --      1,111,780
Investments in joint ventures                     221,165       43,912          2,140            --             --        267,217
Investment in subsidiaries                        541,468      734,624             --            --     (1,276,092)            --
Goodwill and other assets, net                     21,527       11,001        536,142       308,403             --        877,073
                                                ---------    ---------    -----------    ----------    -----------    -----------
                                                $ 836,352    $ 789,918    $ 1,802,950    $  739,619    $(1,276,092)   $ 2,892,747
                                                =========    =========    ===========    ==========    ===========    ===========
  LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current liabilities
 Current maturities of long-term debt
  and capital lease obligations                 $  56,569    $      --    $     1,477    $   91,020    $        --    $   149,066
 Accounts payable                                 (13,260)          --        156,724       104,925             --        248,389
 Accrued liabilities                               35,183        4,167        101,001        34,868             --        175,219
                                                ---------    ---------    -----------    ----------    -----------    -----------
   Total current liabilities                       78,492        4,167        259,202       230,813             --        572,674
                                                ---------    ---------    -----------    ----------    -----------    -----------

Long-term debt, net of current maturities         800,401           --         44,787        88,254             --        933,442
Obligations under capital leases,
 net of current maturities                             --           --          8,458            --             --          8,458
Convertible subordinated notes                         --      200,000             --            --             --        200,000
Due to/(from) affiliates                         (822,981)    (373,094)       915,331       280,744             --             --
Deferred income taxes                              29,102           --           (631)        5,413             --         33,884
Other noncurrent liabilities                        9,060           --        132,105        44,279             --        185,444
                                                ---------    ---------    -----------    ----------    -----------    -----------
   Total noncurrent liabilities                    15,582     (173,094)     1,100,050       418,690             --      1,361,228
                                                ---------    ---------    -----------    ----------    -----------    -----------

Manditorily redeemable trust convertible
 preferred securities                                  --      258,750             --            --             --        258,750

Stockholders' investment                          744,296      700,095        443,698        97,770     (1,276,092)       709,767
Accumulated other comprehensive income (loss)
 - cumulative translation adjustment               (2,018)          --             --        (7,654)            --         (9,672)
                                                ---------    ---------    -----------    ----------    -----------    -----------
   Total stockholders' investment                 742,278      700,095        443,698        90,116     (1,276,092)       700,095
                                                ---------    ---------    -----------    ----------    -----------    -----------
                                                $ 836,352    $ 789,918    $ 1,802,950    $  739,619    $(1,276,092)   $ 2,892,747
                                                =========    =========    ===========    ==========    ===========    ===========
</TABLE>


                                     - 17 -
<PAGE>

TOWER AUTOMOTIVE INC.
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2000
(AMOUNTS IN THOUSANDS - UNAUDITED)


<TABLE>
<CAPTION>
                                               R. J. TOWER      PARENT    GUARANTOR    NON-GUARANTOR
                                               CORPORATION    GUARANTOR   COMPANIES      COMPANIES      ELIMINATIONS   CONSOLIDATED
                                               -----------    ---------   ---------    -------------    ------------   ------------
<S>                                            <C>            <C>         <C>          <C>              <C>            <C>
Revenues                                         $  20,457    $   --      $ 537,883      $ 122,680       $    --          $ 681,020

Cost of sales                                       16,397        --        441,699        108,553            --            566,649
                                                 ---------    --------    ---------      ---------       ---------        ---------

  Gross profit                                       4,060        --         96,184         14,127            --            114,371

Selling, general and administrative expenses         1,886        --         27,277          4,268            --             33,431

Amortization expense                                 1,234         324        2,767            793            --              5,118
                                                 ---------    --------    ---------      ---------       ---------        ---------

  Operating income                                     940        (324)      66,140          9,066            --             75,822

Interest expense, net                               12,210       2,119       (2,422)         1,627            --             13,534
                                                 ---------    --------    ---------      ---------       ---------        ---------

  Income before provision for income taxes         (11,270)     (2,443)      68,562          7,439            --             62,288

Provision for income taxes                          (4,507)       (977)      27,424          2,976            --             24,916
                                                 ---------    --------    ---------      ---------       ---------        ---------

  Income before equity in earnings of
  joint ventures and minority interest              (6,763)     (1,466)      41,138          4,463            --             37,372

Equity in earnings of joint ventures
 and subsidiaries                                   50,141      43,378         --             --           (88,979)           4,540

Minority interest - dividends on trust
 preferred, net                                         --      (2,619)        --             --              --             (2,619)
                                                 ---------    --------    ---------      ---------       ---------        ---------
  Net income                                     $  43,378    $ 39,293    $  41,138      $   4,463       $ (88,979)       $  39,293
                                                 =========    ========    =========      =========       =========        =========

</TABLE>



                                     - 18 -





<PAGE>


TOWER AUTOMOTIVE INC.
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000
(AMOUNTS IN THOUSANDS - UNAUDITED)


<TABLE>
<CAPTION>
                                                                                             NON-
                                                 R. J. TOWER    PARENT       GUARANTOR    GUARANTOR
                                                 CORPORATION    GUARANTOR    COMPANIES    COMPANIES     ELIMINATIONS  CONSOLIDATED
                                                 -----------    ---------    ---------    ---------     ------------  ------------
<S>                                              <C>            <C>          <C>          <C>           <C>           <C>

Revenues                                         $    42,346    $      --   $1,087,076    $236,962      $         --   $1,366,384

Cost of sales                                         32,057           --      897,707     210,527                --    1,140,291
                                                 -----------    ----------    ---------   ---------     ------------   ----------

     Gross profit                                     10,289           --      189,369      26,435                --      226,093

Selling, general and administrative
  expenses                                             5,340           --       54,085       8,662                --       68,087

Amortization expense                                   1,598          759        6,327       1,533                --       10,217
                                                 -----------    ---------    ---------    ---------     ------------   ----------

     Operating income                                  3,351         (759)     128,957      16,240                --      147,789

Interest expense, net                                 22,739        4,050       (3,636)      3,598                --       26,731
                                                 -----------    ---------    ---------    ---------     ------------   ----------

     Income before provision for income taxes        (19,388)      (4,809)     132,613      12,642                --      121,058

Provision for income taxes                            (7,755)      (1,923)      53,045       5,057                --       48,424
                                                 -----------    ---------    ---------    ---------     ------------   ----------

     Income before equity in earnings of
     joint ventures and minority interest            (11,633)      (2,886)      79,568       7,585                --       72,634

Equity in earnings of joint ventures
  and subsidiaries                                    96,173       84,540           --          --          (171,693)       9,020

Minority interest - dividends on
  trust preferred, net                                    --       (5,238)          --          --                --       (5,238)
                                                 -----------    ---------    ---------    ---------     ------------   ----------

     Net income                                  $    84,540    $  76,416   $   79,568    $  7,585      $   (171,693)     $76,416
                                                 ===========    =========    =========    =========     ============   ==========
</TABLE>


                                      -19-
<PAGE>


TOWER AUTOMOTIVE INC.
CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2000
(AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                                                                             NON-
                                                 R. J. TOWER      PARENT     GUARANTOR    GUARANTOR
                                                 CORPORATION    GUARANTOR    COMPANIES    COMPANIES    ELIMINATIONS   CONSOLIDATED
                                                 -----------    ---------    ---------    ---------    ------------   ------------
<S>                                              <C>            <C>          <C>          <C>          <C>            <C>
 OPERATING ACTIVITIES:
 Net income                                      $    84,540   $  76,416     $  79,568    $    7,585   $  (171,693)   $    76,416
 Adjustments required to reconcile
    net income to net cash provided
    by (used in) operating activities
        Depreciation and amortization                  3,581         759        63,817         8,385             -         76,542
        Deferred income tax provision                 21,197           -             -           190             -         21,387
        Changes in other operating items             (92,049)       (187)      (91,356)       82,553             -       (101,039)
                                                 -----------   ---------     ---------    ----------   -----------    -----------
        Net cash provided by (used in)
          operating activities                        17,269      76,988        52,029        98,713      (171,693)        73,306
                                                 -----------   ---------     ---------    ----------   -----------    -----------

 INVESTING ACTIVITIES:
 Capital expenditures, net                               329           -       (39,362)       (2,615)            -        (41,648)
 Acquisitions and other, net                        (120,366)    (82,295)       (7,548)     (114,815)      171,693       (153,331)
                                                 -----------   ---------     ---------    ----------   -----------    -----------
        Net cash provided by (used in)
            investing activities                    (120,037)    (82,295)      (46,910)     (117,430)      171,693       (194,979)
                                                 -----------   ---------     ---------    ----------   -----------    -----------

 FINANCING ACTIVITIES:
 Proceeds from borrowings                          1,524,876           -            21        40,677             -      1,565,574
 Repayments of debt                               (1,418,831)          -        (7,322)      (17,286)            -     (1,443,439)
 Net proceeds from the issuance of
  common stock                                             -       5,307             -             -             -          5,307
                                                 -----------   ---------     ---------    ----------   -----------    -----------
        Net cash provided by (used for)
            financing activities                     106,045       5,307        (7,301)       23,391             -        127,442
                                                 -----------   ---------     ---------    ----------   -----------    -----------

 NET CHANGE IN CASH AND CASH EQUIVALENTS               3,277           -        (2,182)        4,674             -          5,769
 CASH AND CASH EQUIVALENTS, BEGINNING
   OF PERIOD                                           2,312           -           484           821             -          3,617
                                                 -----------   ---------     ---------    ----------   -----------    -----------
 CASH AND CASH EQUIVALENTS, END OF PERIOD        $     5,589   $       -     $  (1,698)   $    5,495   $         -    $     9,386
                                                 ===========   =========     =========    ==========   ===========    ===========
</TABLE>


                                      -20-
<PAGE>

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2001 TO THE THREE MONTHS ENDED
JUNE 30, 2000

Revenues -- Revenues for the second quarter of 2001 were $642.4 million, a 5.7
percent decrease, compared to $681.0 million for the prior period. The decrease
in revenues is comprised of volume declines on the Dodge Ram pickup, the
Chrysler LH, and the Ford Ranger, Econoline and the Lincoln LS/Jaguar S-Type.
The volume declines, which primarily affected the U.S. and Canada business
units, accounted for $81.6 million of the revenue decline in the second quarter
of 2001 as compared to the second quarter of 2000. Other declines in revenues
from the second quarter of 2000 are attributable to the decline in General
Motors light truck program sales and heavy truck business and amounted to $46.0
million. These declines were offset by increases in revenue in the second
quarter of 2001 due to the Algoods, Caterina, Presskam and Seojin acquisitions
totaling $89.0 million. The strength of sales volumes for the remainder of 2001
continues to be uncertain.

Cost of Sales -- Cost of sales as a percentage of revenues for the second
quarter of 2001 was 86.7 percent compared to 83.2 percent for the prior period.
The decline in gross profit percentage was primarily due to decreased production
volumes and product mix on light truck, sport utility and other models served by
the Company in North America and increasing sales with lower margins in Europe,
Asia, and South America. Increased costs associated with the launch of the Ford
Explorer, Dodge Ram truck and GM Sigma programs also contributed to the second
quarter of 2001 decline in gross margins from the second quarter of 2000.

S, G & A Expenses -- Selling, general and administrative expenses increased to
$35.0 million, or 5.4 percent of revenues, for the second quarter of 2001
compared to $33.4 million, or 4.9 percent of revenues for the prior period. This
increase was due primarily to incremental costs associated with the Company's
acquisitions of Algoods, Caterina, Presskam and Seojin of $3.3 million. This
increase was offset by $1.7 million in decreased costs due mainly to reductions
in headcount in the consolidation of the Company's support activities.

Amortization Expense -- Amortization expense for the second quarter of 2001 was
$6.1 million compared to $5.1 million for the prior period. The increase was due
to incremental goodwill amortization related to the acquisitions of Algoods,
Caterina, Presskam, and Seojin.

Interest Expense -- Interest expense for the second quarter of 2001 was $20.1
million compared to $13.5 million for the prior period. Interest expense was
affected by increased borrowings incurred to fund the Company's acquisitions of
Algoods, Caterina, and Presskam. Rate increases on the credit facilities entered
into in July 2000 along with the issuance of the senior Euro notes in July 2000
also contributed to the increase in interest expense. These increases were
offset by an increase in capitalized interest of $2.1 million.

Income Taxes -- The effective income tax rate was 39.4 percent and 40.0 percent
for the second quarters of 2001 and 2000, respectively. The decrease in the
effective rate is due primarily as a result of increased income in lower tax
jurisdictions.

Equity in Earnings of Joint Ventures -- Equity in earnings of joint ventures,
net of tax, was $4.8 million and $4.5 million for the second quarters of 2001
and 2000, respectively. These amounts represent the Company's share of the
earnings from its joint venture interests in Metalsa, Caterina, Tower Golden
Ring, Seojin, and Yorozu.

Minority Interest -- Minority interest for the second quarters of 2001 and 2000
represents dividends, net of income tax benefits, on the Preferred Securities.


                                      -21-
<PAGE>


COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2001 TO THE SIX MONTHS ENDED JUNE
30, 2000

Revenues -- Revenues for the first six months of 2001 were $1,270.8 million, a
7.0 percent decrease, compared to $1,366.4 million for the prior period. The
decrease in revenues is comprised of a volume declines on the Dodge Durango, the
Chrysler LH, the Ford Ranger and the Lincoln LS/Jaguar S-Type. The volume
declines which primarily affected the U.S. and Canada business units, accounted
for $208.4 million of the revenue decline in the first six months of 2001 as
compared to the first six months of 2000. Other declines in revenues from the
first six months of 2000 are attributable to the decline in General Motors light
truck program sales and heavy truck business and amounted to $91.0 million.
These declines were offset by increases in revenue in the first six months of
2001 due to the Algoods, Caterina, Presskam and Seojin acquisitions totaling
$203.8 million. The strength of sales volumes for the remainder of 2001
continues to be uncertain.

Cost of Sales -- Cost of sales as a percentage of revenues for the first six
months of 2001 was 87.1 percent compared to 83.5 percent for the prior period.
The decline in gross profit percentage was primarily due to decreased production
volumes and product mix on light truck, sport utility and other models served by
the Company in North America and increasing sales with lower margins in Europe,
Asia, and South America. Increased costs associated with the launch of the Ford
Explorer, Dodge Ram truck and GM Sigma programs also contributed to the first
six month of 2001 decline in gross margins from the first six months of 2000.

S, G & A Expenses -- Selling, general and administrative expenses increased to
$70.3 million, or 5.5 percent of revenues, for the first six months of 2001
compared to $68.1 million, or 5.0 percent of revenues for the prior period. This
increase was due primarily to incremental costs associated with the Company's
acquisitions of Algoods, Caterina, Presskam and Seojin of $7.6 million. This
increase was offset by $5.4 million in decreased costs due mainly to reductions
in headcount in the consolidation of the Company's support activities.

Amortization Expense -- Amortization expense for the first six months of 2001
was $12.2 million compared to $10.2 million for the prior period. The increase
was due to incremental goodwill amortization related to the acquisitions of
Algoods, Caterina, Presskam, and Seojin.

Interest Expense -- Interest expense for the first six months of 2001 was $39.8
million compared to $26.7 million for the prior period. Interest expense was
affected by increased borrowings incurred to fund the Company's acquisitions of
Algoods, Caterina, and Presskam. Rate increases on the credit facilities entered
into in July 2000 along with the issuance of the senior Euro notes in July 2000
also contributed to the increase in interest expense. These increases were
offset by an increase in capitalized interest of $2.9 million.

Income Taxes -- The effective income tax rate was 39.1 percent and 40.0 percent
for the six months ended June 30, 2001 and 2000, respectively. The decrease in
the effective rate is due primarily as a result of increased income in lower tax
jurisdictions.

Equity in Earnings of Joint Ventures -- Equity in earnings of joint ventures,
net of tax, was $9.2 million and $9.0 million for the first six months of 2001
and 2000, respectively. These amounts represent the Company's share of the
earnings from its joint venture interests in Metalsa, Caterina, Tower Golden
Ring, Seojin, and Yorozu.

Minority Interest -- Minority interest for the six months ended June 30, 2001
and 2000 represents dividends, net of income tax benefits, on the Preferred
Securities.


                                      -22-
<PAGE>



RESTRUCTURING AND ASSET IMPAIRMENT CHARGE

On October 2, 2000, the Company's board of directors approved a comprehensive
operational realignment plan (the "Plan"), which is intended to improve the
Company's long-term competitive position and lower its cost structure. The Plan
includes phasing out the heavy truck rail manufacturing in Milwaukee, Wisconsin;
reducing stamping capacity by closing the Kalamazoo, Michigan facility; and
consolidating related support activities across the enterprise. The Company
recognized a charge to operations of approximately $141.3 million in the fourth
quarter of 2000, which reflects the estimated qualifying "exit costs" to be
incurred over the next 12 months under the Plan.

The charge includes costs associated with asset impairments, severance and
outplacement costs related to employee terminations, loss contract provisions
and certain other exit costs. These activities are anticipated to result in a
reduction of more than 800 employees. Through June 30, 2001, the Company had
eliminated approximately 850 employees pursuant to the Plan. The estimated
realignment charge does not cover certain aspects of the Plan, including
movement of equipment and employee relocation and training. These costs will be
recognized in future periods as incurred.

The asset impairments consist of long-lived assets, including fixed assets,
manufacturing equipment and land, from the facilities the Company intends to
dispose of or discontinue. For assets that will be disposed of currently, the
Company measured impairment based on estimated proceeds on the sale of the
facilities and equipment. The carrying value of the long-lived assets held for
sale or disposal is approximately $3.8 million as of June 30, 2001. For assets
that will be held and used in the future, the Company prepared a forecast of
expected undiscounted cash flows to determine whether asset impairment existed,
and used fair values to measure the required write-downs. These asset
impairments have arisen only as a consequence of the Company making the decision
to exit these activities during the fourth quarter of 2000. The assets will be
abandoned or disposed of upon the exit of the activity, with expected completion
during the first nine months of 2001.

The accrual for operational realignment and other costs is included in accrued
liabilities in the accompanying consolidated balance sheet as of June 30, 2001.
The table below summarizes the accrued operational realignment and other charges
through June 30, 2001 (in millions):

<TABLE>
<CAPTION>
                                                 SEVERANCE AND
                                    ASSET        OUTPLACEMENT       LOSS        OTHER EXIT
                                 IMPAIRMENTS        COSTS         CONTRACTS        COSTS          TOTAL
                                 -----------     -------------    ---------     ----------       --------
<S>                              <C>             <C>              <C>           <C>              <C>
Provision for operational
realignment and other charges     $  103.7         $  25.2         $  8.1         $  4.3         $  141.3
Cash payments                           --            (8.7)          (2.5)          (0.3)           (11.5)
Non cash charges                     (73.1)             --             --             --            (73.1)
                                  --------         -------         ------         ------         --------
Balance at December 31, 2000          30.6            16.5            5.6            4.0             56.7
Cash payments                           --            (8.7)          (3.4)          (0.8)           (12.9)
Non cash charges                     (10.6)             --             --             --            (10.6)
                                  --------         -------         ------         ------         --------
Balance at June 30, 2001          $   20.0         $   7.8         $  2.2         $  3.2         $   33.2
                                  ========         =======         ======         ======         ========
</TABLE>


                                      -23-
<PAGE>




LIQUIDITY AND CAPITAL RESOURCES

In July 2000, the Company replaced its existing $750 million amortizing credit
agreement with a new six-year $1.15 billion senior unsecured credit agreement.
The new credit agreement includes a non-amortizing revolving facility of $825
million along with an amortizing term loan of $325 million. The new facility
also includes a multi-currency borrowing feature that allows the Company to
borrow up to $500 million in certain freely tradable offshore currencies, and
letter of credit sublimits of $100 million. As of June 30, 2001, approximately
$13.5 million of the outstanding borrowings are denominated in Japanese yen and
$52.3 million of the outstanding borrowings are denominated in Euro. Interest on
the new credit facility is at the financial institutions' reference rate, LIBOR,
or the Eurodollar rate plus a margin ranging from 0 to 200 basis points
depending on the ratio of the consolidated funded debt for restricted
subsidiaries of the Company to its total EBITDA. The weighted average interest
rate for such borrowings was 7.35 percent for the six months ended June 30,
2001. The new credit agreement has a final maturity of 2006. As a result of the
debt replacement, the Company recorded an extraordinary loss, net of tax, of
$3.0 million during the third quarter of 2000.

In July 2000, R. J. Tower (the "Issuer"), a wholly-owned subsidiary of the
Company, issued Euro-denominated senior unsecured notes in the amount of
E150 million (approximately $127.5 million at June 30, 2001). The notes bear
interest at a rate of 9.25 percent, payable semi-annually. The notes rank
equally with all of the Company's other unsecured and unsubordinated debt. The
net proceeds after issuance costs were used to repay a portion of the Company's
existing Euro-denominated indebtedness under its existing credit facility. The
notes mature on August 1, 2010.

In September 2000, the Company entered into an interest rate swap contract to
hedge against interest rate exposure on approximately $160 million of its
floating rate indebtedness under its $1.15 billion senior unsecured credit
facility. The contracts have the effect of converting the floating rate interest
to a fixed rate of approximately 6.9 percent, plus any applicable margin
required under the revolving credit facility. The interest rate swap contract
was executed to balance the Company's fixed-rate and floating-rate debt
portfolios and it expires in September 2005.

Effective January 1, 2001, unrealized gains and losses on interest rate swap
agreements used to hedge the Company's exposure to interest rate fluctuations
are recognized currently for financial reporting purposes. The swap agreement is
marked to market on a quarterly basis. The effect of this change as of January
1, 2001, was a pretax charge to accumulated other comprehensive loss of $6.8
million ($4.2 million net of income tax benefit). During the six months ended
June 30, 2001, pretax other comprehensive loss increased by $1.8 million ($1.1
million net of income tax benefit) to reflect an unrealized loss on the swap
agreement from January 1, 2001 to June 30, 2001.

As discussed in note 5, the Company sold all of its eligible domestic
receivables pursuant to a revolving securitization agreement with an independent
third party funding agent. The domestic subsidiaries of the Company sell
receivables to a special purpose bankruptcy-remote subsidiary, which then
receives proceeds for receivables sold. The Company received $54 million from
the sale of receivables during the quarter ended June 30, 2001. This amount is
repaid monthly as the underlying accounts receivable are collected, along with
funding costs of approximately 7.6 percent.

During the first six months of 2001, the Company generated $300.4 million of
cash from operations compared with generating $73.3 million in the 2000 period.
Cash provided by net income, depreciation, amortization, and deferred income tax
provision was $118.0 million in 2001 and $174.3 million in 2000. Other operating
items and working capital requirements increased operating cash flow by $182.4
million during the first six months of 2001 and decreased operating cash flow by
$101.0 million during the comparable 2000 period.


                                      -24-
<PAGE>
Net cash used in investing activities was $115.6 million during the first six
months of 2001 as compared to $195.0 million in the prior period. Net capital
expenditures totaled $102.1 million in the first six months of 2001 for
equipment and dedicated tooling purchases related to new or replacement
programs. This compares with net capital expenditures of $41.6 million for the
prior period.

Net cash used in financing activities totaled $177.0 million for the first six
month of 2001 compared with net cash provided by financing activities of $127.4
million in 2000. Net reduction of debt totaled $160.8 million (inclusive of debt
associated with interests in joint ventures) during the first six months of 2001
due in large part to the Company's aggressive working capital management.


At June 30, 2001, the Company had borrowed approximately $212 million under its
revolving credit facility of $825 million. Based on the most restrictive debt
covenant, availability under the revolving credit facility was limited to
approximately $93.0 million at June 30, 2001, compared to availability of
approximately $326.0 million at December 31, 2000. This reduction in
availability reflects a decrease due to the calculation of earnings before
interest, taxes, depreciation and amortization (as defined in the credit
agreement) of approximately $374 million offset by an increase due to the
reduction of borrowings between the periods (as defined in the credit agreement)
of approximately $141 million. The Company believes the borrowing availability
under its credit agreement, together with funds generated by operations, should
provide liquidity and capital resources to pursue its business strategy for the
foreseeable future, with respect to working capital, capital expenditures, and
other operating needs. The Company estimates its 2001 net capital expenditures
will approximate between $150 million and $175 million. Under present
conditions, management does not believe access to funds will restrict its
ability to pursue its business strategy.



During the six months ended June 30, 2001, working capital decreased by
approximately $198 million. This decrease is comprised of the effects of the
accounts receivable securitization, which decreased working capital by
approximately $54 million; a change in the accounts payable payment terms, which
decreased working capital by approximately $70 million; accelerated collections
of accounts receivable, which decreased working capital by approximately $42
million; collections of tooling receivables, which decreased working capital by
approximately $23 million; and other net changes in the components of working
capital of approximately $9 million.


EFFECTS OF INFLATION

Inflation generally affects the Company by increasing the interest expense of
floating-rate indebtedness and by increasing the cost of labor, equipment and
raw materials. Management believes that inflation has not significantly affected
the Company's business over the past 12 months. However, because selling prices
generally cannot be increased until a model changeover, the effects of inflation
must be offset by productivity improvements and volume from new business awards.

MARKET RISK

The Company is exposed to various market risks, including changes in foreign
currency exchange rates and interest rates. Market risk is the potential loss
arising from adverse changes in market rates and prices, such as foreign
currency exchange and interest rates. The Company's policy is not to enter into
derivatives or other financial instruments for trading or speculative purposes.
The Company enters into financial instruments to manage and reduce the impact of
changes in interest rates.

Interest rate swaps are entered into as a hedge of underlying debt instruments
to effectively change the characteristics of the interest rate without actually
changing the debt instrument. Therefore, these interest rate swap agreements
convert outstanding floating rate debt to fixed rate debt for a period of time.
For fixed rate debt, interest rate changes affect the fair market value but do
not impact earnings and cash flows. Conversely for floating rate debt, interest
rate changes generally do not affect the fair market value but do impact future
earnings and cash flows, assuming other factors are held constant.

At June 30, 2001, the Company had total debt and obligations under capital
leases of $1.1 billion. The debt is comprised of fixed rate debt of $487.5
million and floating rate debt of $640.2 million. The pre-tax earnings and cash
flows impact for the next year resulting from a one percentage point increase in
interest rates on variable rate debt would be approximately $6.4 million,
holding other variables constant. A one-percentage point increase in interest
rates would not materially impact the fair value of the fixed rate debt.

A portion of Tower Automotive's revenue was derived from manufacturing
operations in Europe, Asia, and South America. The results of operations and
financial position of the Company's foreign operations are principally measured
in its respective currency and translated into U. S. dollars. The effects of
foreign currency fluctuations in Europe, Asia, and South America are somewhat
mitigated by the fact that expenses are generally incurred in the same currency
in which revenues are generated. The reported income of these subsidiaries will
be higher or lower depending on a weakening or strengthening of the U. S. dollar
against the respective foreign currency.


                                      -25-
<PAGE>

A portion of Tower Automotive's assets is based in its foreign operations and is
translated into U. S. dollars at foreign currency exchange rates in effect as of
the end of each period, with the effect of such translation reflected as a
separate component of stockholders' investment. Accordingly, the Company's
consolidated stockholders' investment will fluctuate depending upon the
weakening or strengthening of the U. S. dollar against the respective foreign
currency.

The Company's strategy for management of currency risk relies primarily upon
conducting its operations in a country's respective currency and may, from time
to time, engage in hedging programs intended to reduce the Company's exposure to
currency fluctuations. As of June 30, 2001, the Company held no foreign currency
hedge positions. Management believes the effect of a one percent appreciation or
depreciation in foreign currency rates would not materially affect the Company's
financial position or results of operations for the periods presented.

To maximize its operational efficiencies, the Company continually reviews the
utilization of its facilities and equipment, and where appropriate, makes
corresponding adjustments. As a part of that objective, the Company has entered
into decision based bargaining with one of its unions to address the possible
transfer or relocation of certain of the Milwaukee press operations. This or
similar actions may result in near term restructuring costs, with the objective
of achieving long-term benefits.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company adopted SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended on January 1, 2001 (see note 11). The effect of
this change as of January 1, 2001, was a pretax charge to accumulated other
comprehensive loss of $6.8 million ($4.2 million net of income tax benefit).
During the first six months of 2001, pretax other comprehensive loss increased
by $1.8 million ($1.1 million net of income tax benefit) to reflect an
unrealized loss on the swap agreement from January 1, 2001 through June 30,
2001.

On June 29, 2001, the FASB approved for issuance, SFAS No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Intangible Assets." Major
provisions of these Statements are as follows: all business combinations
initiated after June 30, 2001 must use the purchase method of accounting; the
pooling of interest method of accounting is prohibited except for transactions
initiated before July 1, 2001; intangible assets acquired in a business
combination must be recorded separately from goodwill if they arise from
contractual or other legal rights or are separable from the acquired entity and
can be sold, transferred, licensed, rented or exchanged, either individually or
as part of a related contract, asset or liability; goodwill and intangible
assets with indefinite lives are not amortized but tested for impairment
annually, except in certain circumstances, and whenever there is an impairment
indicator; all acquired goodwill must be assigned to reporting units for
purposes of impairment testing and segment reporting; effective January 1, 2002,
goodwill will no longer be subject to amortization. Management is currently
reviewing the provisions of these Statements and their impact on the Company's
results of operations.


FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical fact, included in this Form
10-Q, including without limitation the statements under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" are, or may be
deemed to be, forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended. When used in this Form 10-Q, the words "anticipate," "believe,"
"estimate," "expect," "intends," and similar expressions, as they relate to the
Company, are intended to identify forward-looking statements. Such
forward-looking statements are based on the beliefs of the Company's management
as well as on assumptions made by and information currently available to the
Company at the time such statements were made. Various economic and competitive
factors could cause actual results to differ materially from those discussed in
such forward-looking statements, including factors which are outside the control
of the


                                      -26-
<PAGE>

Company, such as risks relating to: (i) the degree to which the Company is
leveraged; (ii) the Company's reliance on major customers and selected models;
(iii) the cyclicality and seasonality of the automotive market; (iv) the failure
to realize the benefits of recent acquisitions and joint ventures; (v) obtaining
new business on new and redesigned models; (vi) the Company's ability to
continue to implement its acquisition strategy; and (vii) the highly competitive
nature of the automotive supply industry. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on
behalf of the Company are expressly qualified in their entirety by such
cautionary statements.


                                      -27-
<PAGE>
PART II.  OTHER INFORMATION

TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES


Item 1.  Legal Proceedings:

         None

Item 2.  Change in Securities:

         None

Item 3.  Defaults Upon Senior Securities:

         None

Item 4.  Submission of Matters to a Vote of Security Holders:

         The registrant held its Annual Meeting of Stockholders on May 24, 2001.
         Proxies for the meeting were solicited pursuant to Regulation 14. There
         was no solicitation in opposition to management's nominees for
         directors as listed in the Proxy Statement and all such nominees (S. A.
         Johnson, Dugald K. Campbell, Kim B. Clark, Jurgen M. Geissinger, Ali
         Jenab, F. J. Loughrey, James R. Lozelle, Scott D. Rued and Enrique
         Zambrano) were elected. Of the 39,909,353 shares voted, 39,690,349
         shares granted authority to vote for these directors and 219,004
         abstaining votes were cast.

         The amendment to the Tower Automotive, Inc. Colleague Stock Discount
         Purchase Plan was approved by the stockholders. A total of 39,389,879
         affirmative votes, 452,573 negative votes and 66,901 abstaining votes
         were cast on this proposal.

         The retention of Arthur Andersen LLP as independent public accountants
         for the Company was approved by stockholders. A total of 39,414,986
         affirmative votes, 462,293 negative votes and 32,074 abstaining votes
         were cast on this proposal.

Item 5.  Other Information:

         None

Item 6.  Exhibits and Reports on Form 8-K:

         (b)      During the quarter for which this report is filed, the Company
                  filed the following Form 8-K Current Reports with the
                  Securities and Exchange Commission:

                  1.       The Company's current report on Form 8-K dated April
                           11, 2001, under Item 9 (Commission File No. 1-12733).

                  2.       The Company's current report on Form 8-K dated April
                           19, 2001, Under Item 5 (Commission File No. 1-12733).


                                      -28-
<PAGE>



                                    SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                               TOWER AUTOMOTIVE, INC.


Date: November 26, 2001        By /s/ Anthony A. Barone
                                  ---------------------------------------------
                                    Anthony A. Barone
                                    Vice President, Chief Financial Officer
                                    (principal accounting and financial officer)


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