<PAGE>
                                    FORM 10-Q

                       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 March 31, 2002

                                       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.)

   5211 CASCADE ROAD SE - SUITE 300                            49546
        GRAND RAPIDS, MICHIGAN                              (Zip Code)
(Address of principal executive offices)

                                 (616) 802-1600
              (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 May 13, 2002 was 65,812,519 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 March 31, 2002 and 2001

                    Condensed Consolidated Balance Sheets at March 31, 2002
                    (unaudited) and December 31, 2001

                    Condensed Consolidated Statements of Cash Flows (unaudited)
                    for the Three Months Ended March 31, 2002 and 2001

                    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 6.    Exhibits and Reports on Form 8-K




                                      -2-
<PAGE>

ITEM 1 - FINANCIAL INFORMATION


                     TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS - UNAUDITED)


                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                        2002           2001
                                                      ---------      ---------
Revenues                                              $ 668,107      $ 628,376

Cost of sales                                           599,098        549,105
                                                      ---------      ---------

  Gross profit                                           69,009         79,271

Selling, general and administrative expenses             32,907         35,299

Amortization expense                                        979          6,078

Restructuring and asset impairment charge                75,407             --
                                                      ---------      ---------

  Operating income (loss)                               (40,284)        37,894

Interest expense, net                                    17,140         19,722

Gain on sale of plant                                    (3,839)            --
                                                      ---------      ---------

Income (loss) before provision for income taxes,
  equity in earnings of joint ventures and minority
  interest                                              (53,585)        18,172

Provision (benefit) for income taxes                    (18,756)         7,028
                                                      ---------      ---------

  Income (loss) before equity in earnings of
 joint ventures and minority interest                   (34,829)        11,144

Equity in earnings of joint ventures, net                 4,385          4,381

Minority interest, net                                   (4,073)        (2,664)
                                                      ---------      ---------

  Net income (loss)                                   $ (34,517)     $  12,861
                                                      =========      =========

Basic earnings (loss) per common share                $   (0.72)     $    0.29
                                                      =========      =========

Basic shares outstanding                                 48,253         44,111
                                                      =========      =========

Diluted earnings (loss) per common share              $   (0.72)     $    0.28
                                                      =========      =========

Diluted shares outstanding                               48,253         52,233
                                                      =========      =========



         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>
                                                                   March 31,       December 31,
                             Assets                                  2002             2001
---------------------------------------------------------------   -----------      -----------
                                                                  (unaudited)
<S>                                                               <C>              <C>
Current assets:
       Cash and cash equivalents                                  $    14,601      $    21,767
       Accounts receivable                                            287,888          216,638
       Inventories                                                    103,140          112,536
       Prepaid tooling and other                                      109,789           89,229
                                                                  -----------      -----------
             Total current assets                                     515,418          440,170
                                                                  -----------      -----------

Property, plant and equipment, net                                  1,041,063        1,120,259
Investments in joint ventures                                         247,191          243,198
Deferred income taxes                                                  82,949           61,461
Goodwill and other assets, net                                        666,987          668,348
                                                                  -----------      -----------
                                                                  $ 2,553,608      $ 2,533,436
                                                                  ===========      ===========

            Liabilities and Stockholders' Investment
---------------------------------------------------------------
Current liabilities:
       Current maturities of long-term debt and capital lease
          obligations                                             $   183,283      $   172,083
       Accounts payable                                               386,033          368,910
       Accrued liabilities                                            264,439          278,962
                                                                  -----------      -----------
             Total current liabilities                                833,755          819,955
                                                                  -----------      -----------

Long-term debt, net of current maturities                             644,477          601,084
Obligations under capital leases, net of current maturities             3,905            4,620
Convertible subordinated notes                                        199,984          199,984
Other noncurrent liabilities                                          196,907          201,635
                                                                  -----------      -----------
          Total noncurrent liabilities                              1,045,273        1,007,323
                                                                  -----------      -----------

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

Stockholders' investment:
       Preferred stock                                                     --               --
       Common stock                                                       485              481
       Additional paid-in capital                                     457,426          456,627
       Retained earnings                                                5,915           40,432
       Deferred compensation plans                                    (14,294)         (15,571)
       Accumulated other comprehensive loss                           (33,702)         (34,561)
                                                                  -----------      -----------
             Total stockholders' investment                           415,830          447,408
                                                                  -----------      -----------
                                                                  $ 2,553,608      $ 2,533,436
                                                                  ===========      ===========
</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>
                                                                    THREE MONTHS ENDED MARCH 31,
                                                                    ---------------------------
                                                                         2002          2001
                                                                    ------------    -----------
<S>                                                                   <C>            <C>
OPERATING ACTIVITIES:
      Net income (loss)                                               $ (34,517)     $  12,861
      Adjustments to reconcile net income (loss) to net cash
        provided by (used in) operating activities -
         Depreciation and amortization                                   33,392         39,074
         Deferred income tax provision (benefit)                        (22,283)         5,492
         Deferred compensation plans                                        815             --
         Gain on sale of plant                                           (3,839)            --
         Equity in earnings of joint ventures, net                       (4,385)        (4,381)
         Restructuring and asset impairment charge                       75,407             --
         Change in working capital and other operating items            (73,728)       (22,984)
                                                                      ---------      ---------

        Net cash provided by (used in) operating activities             (29,138)        30,062
                                                                      ---------      ---------

INVESTING ACTIVITIES:
      Acquisitions, divestitures and investment in joint ventures       (38,039)        (3,181)
      Capital expenditures, net                                         (13,201)       (62,516)
                                                                      ---------      ---------

         Net cash used in investing activities                          (51,240)       (65,697)
                                                                      ---------      ---------

FINANCING ACTIVITIES:
      Proceeds from borrowings                                          486,549        678,255
      Repayment of debt                                                (414,612)      (646,627)
      Proceeds from issuance of stock                                     1,275            634
                                                                      ---------      ---------

         Net cash provided by financing activities                       73,212         32,262
                                                                      ---------      ---------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                  (7,166)        (3,373)

CASH AND CASH EQUIVALENTS:
      Beginning of period                                                21,767          3,373
                                                                      ---------      ---------

      End of period                                                   $  14,601      $      --
                                                                      =========      =========

SUPPLEMENTAL CASH FLOW INFORMATION:
      Interest paid, net of amounts capitalized                       $  23,613      $  27,007
                                                                      =========      =========
      Income taxes paid (refunded)                                    $    (425)     $   1,683
                                                                      =========      =========
NON-CASH FINANCING ACTIVITIES:
      Notes payable converted to common stock                         $      --      $     201
                                                                      =========      =========
</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, 2001.

     Revenues and operating results for the three months ended March 31, 2002
     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):

                                     MARCH 31,      DECEMBER 31,
                                       2002            2001
                                     --------       -----------
           Raw materials             $ 47,085        $ 52,579
           Work in process             15,282          24,636
           Finished goods              40,773          35,321
                                     --------        --------
                                     $103,140        $112,536
                                     ========        ========


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 for the three months ended March 31,
     2001 were determined on these assumptions: (i) the Edgewood notes were
     converted at the beginning of the period, and (ii) the Convertible
     Subordinated Notes were converted at the beginning of the period. The
     Preferred Securities, totaling approximately 8.4 million shares, were not
     included in the computation of earnings per share for the three months
     ended March 31, 2001 due to their anti-dilutive effect. None of the common
     stock equivalents, totaling approximately 16.2 million shares, were
     included in the computation of earnings per share for the three months
     ended March 31, 2002 due to their anti-dilutive effect (in thousands,
     except for per share data):



                                      -6-
<PAGE>

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED
                                                                               MARCH 31,
                                                                        ----------------------
                                                                          2002          2001
                                                                        --------      --------

     <S>                                                                <C>           <C>
     Net income (loss)                                                  $(34,517)     $ 12,861
     Interest expense on Edgewood notes, net of tax                           --             7
     Interest expense on Convertible Subordinated Notes, net of tax           --         1,652
                                                                        --------      --------
     Net income (loss) applicable to common stockholders -- diluted     $(34,517)     $ 14,520
                                                                        ========      ========


     Weighted average number of common shares outstanding                 48,253        44,111
     Dilutive effect of outstanding stock options and warrants
       after application of the treasury stock method                         --           129
     Dilutive effect of Edgewood notes, assuming conversion                   --           264
     Dilutive effect of Convertible Subordinated Notes, assuming
       conversion                                                             --         7,729
                                                                        --------      --------
     Diluted shares outstanding                                           48,253        52,233
                                                                        ========      ========
     Basic earnings (loss) per share                                    $  (0.72)     $   0.29
                                                                        ========      ========
     Diluted earnings (loss) per share                                  $  (0.72)     $   0.28
                                                                        ========      ========
</TABLE>


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

<TABLE>
<CAPTION>

                                                                        MARCH 31,    DECEMBER 31,
                                                                          2002          2001
                                                                        --------      --------

     <S>                                                                <C>           <C>
     Revolving credit facility                                          $170,536      $100,608
     Senior Euro notes                                                   131,025       133,560
     Term credit facility                                                325,000       325,000
     Industrial development revenue bonds                                 43,765        43,765
     Edgewood notes                                                           50            50
     Other foreign subsidiary indebtedness                               131,118       136,987
     Other                                                                23,493        30,474
                                                                        --------      --------
                                                                         824,987       770,444
     Less-current maturities                                            (180,510)     (169,360)
                                                                        --------      --------
                Total long-term debt                                    $644,477      $601,084
                                                                        ========      =========
</TABLE>


     In July 2000, the Company replaced its previous $750 million amortizing
     credit facility with a new six-year $1.15 billion senior unsecured credit
     agreement (the "Credit Agreement"). The Credit Agreement includes a
     non-amortizing revolving facility of $825 million along with an amortizing
     term loan of $325 million. The Credit Agreement 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 March 31, 2002, approximately $25.5
     million of the outstanding borrowings are denominated in Japanese yen,
     $32.8 million are denominated in Euro, and $15.7 million are denominated in
     Canadian dollars. Interest on the Credit Agreement 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
     5.9 percent for the three months ended March 31, 2002. The Credit Agreement
     has a final maturity of 2006.

     The Credit Agreement requires the Company to meet certain financial tests,
     including but not limited to a minimum interest coverage and maximum
     leverage ratio. The Credit Agreement also limits the Company's ability to
     pay dividends. As of March 31, 2002, the Company was in compliance with all
     debt covenants.



                                      -7-
<PAGE>

     In July 2000, R. J. Tower Corporation, a wholly-owned subsidiary of the
     Company, issued Euro-denominated senior unsecured notes in the amount of
     Euro 150 million ($131.0 million at March 31, 2002). 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 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 Credit Agreement. 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 Credit Agreement. The interest rate swap contract was
     executed to balance the Company's fixed-rate and floating-rate debt
     portfolios and expires in September 2005.

     The adoption of Statement of Financial Accounting Standards ("SFAS") No.
     133, "Accounting for Derivative Instruments and Hedging Activities," 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). The accumulated other comprehensive loss was attributable to
     losses on effective cash flow hedges. As of March 31, 2002, there is $6.9
     million recorded in accumulated other comprehensive loss related to the
     cash flow hedge.

     Derivative liabilities relating to the interest rate swap agreement
     totaling $11.2 million have been recorded in accrued liabilities on the
     balance sheet as of March 31, 2002. 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.

5.   At March 31, 2002, the Company had sold $117.9 million of net accounts
     receivable pursuant to its accounts receivable securitization program in
     exchange for $15.4 million of cash and a retained subordinated interest in
     the receivables sold of $102.5 million. The receivables sold represented
     amounts owed to the Company from customers as of February 28, 2002. The
     majority of such receivables were collected in March 2002 and as a result,
     the Company's retained interest in accounts receivable is not significant
     as of March 31, 2002 and is not presented separately from accounts
     receivable. As of March 31, 2002, the Company recorded a liability to the
     funding agent of $15.4 million, which represents receivables for which the
     Company has received collections from customers and is required to be
     submitted to the funding agent. Settlement of amounts due to the funding
     agent, as well as the cost of funding at a rate of approximately 7.6
     percent, occurs during the month subsequent to the sale of the receivables.

6.   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 million plus earnout
     payments of $2.7 million paid in 2001 and $26.9 million paid in the first
     quarter of 2002. 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.

     The Company's acquisitions 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 excess of the purchase price over the fair value of the
     assets acquired and liabilities assumed has been recorded as goodwill.

     The Company is committed under existing certain agreements, assumed in
     connection with prior acquisitions, to supply product to its customers at
     selling prices that are not sufficient to cover the direct costs to produce
     those parts. The Company is obligated to supply these products for the life
     of the related


                                      -8-
<PAGE>

     vehicles, which is typically three to ten years. Accordingly, the Company
     recognizes losses at the time these losses are probable and reasonably
     estimable at an amount equal to the minimum amount necessary to fulfill its
     obligations to its customers. The reserves established in connection with
     these recognized losses are reversed as the product is shipped to the
     customers.

     In conjunction with its acquisitions, the Company has established reserves
     for certain costs associated with facility shutdown and consolidation
     activities, for general and payroll related costs primarily for planned
     employee termination activities, and for provisions for acquired loss
     contracts. A rollforward of these reserves is as follows (in millions):

                                          FACILITY     PAYROLL
                                          SHUTDOWN     RELATED        LOSS
                                           COSTS        COSTS       CONTRACTS
                                           -----        -----       ---------
       Balance at December 31, 2001       $  5.2       $  1.1        $  17.0
       Utilization                          (0.1)        (1.0)          (1.0)
                                          -------      -------       -------
       Balance at March 31, 2002          $  5.1       $  0.1        $  16.0
                                          =======      =======       =======

     The timing of facility shutdown and consolidation activities has been
     adjusted to reflect customer concerns with supply interruption. As of March
     31, 2002, the facilities have been shutdown, but the Company continues to
     incur costs related to maintenance, taxes and other costs related to
     buildings that are held for sale. 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
     March 31, 2002.

7.   The Company has a 31 percent equity interest in Yorozu Corporation
     ("Yorozu") acquired from Nissan Motor Co. Ltd. ("Nissan"). Yorozu, based in
     Japan, is publicly traded on the first tier of the Tokyo Stock Exchange and
     is a supplier of suspension modules and structural parts to the Asian and
     North American automotive markets with principal customers including
     Nissan, Auto Alliance, General Motors, Ford and Honda. The Company will pay
     Nissan approximately $68 million over two and one half years for its
     original 17 percent interest acquired in September 2000 and its subsequent
     13.8 percent interest it acquired in February 2001. As of March 31, 2002,
     $23.5 million remains to be paid under these arrangements and is recorded
     as indebtedness in the Company's balance sheet. As of March 31, 2002, the
     traded market value of shares held in Yorozu was $17.9 million and the
     Company's investment in Yorozu was $54.5 million. The Company periodically
     assesses its investment in Yorozu to determine the proper carrying value
     for the investment in its financial statements. The periodic assessment of
     value takes into account market value of shares, operating performance, and
     the Company's book or liquidation value in ascertaining whether an other
     than temporary impairment has occurred in the investment. Based on this
     assessment, the Company does not believe at this time that its investment
     in Yorozu has suffered an other than temporary impairment.

     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"). Metalsa is the largest
     supplier of vehicle frames and structures in Mexico. In connection with the
     original agreement, the Company paid $120 million to Proeza with an
     additional amount of up to $45 million payable based upon net earnings of
     Metalsa during 1998, 1999, and 2000. Based upon Metalsa's 1998 and 1999 net
     earnings, the Company paid Proeza $9.0 million and $7.9 million in
     additional consideration during 1999 and 2000, respectively. Based upon
     Metalsa's 2000 net earnings, the Company paid $8.6 million of additional
     consideration during the first quarter of 2002.

8.   On February 1, 2002, the Company sold its Iwahri, Korea plant to a Hyundai
     affiliate for net proceeds of $4.2 million after fees and debt assumed by
     the purchaser and realized a gain on sale of the plant of $3.8 million in
     the first quarter of 2002. The net proceeds were used to repay outstanding
     subsidiary indebtedness. The results of operations of the Iwahri plant,
     which assembles the Kia Sportage lower vehicle module, are not significant
     to the operating results of the Company as a whole, and therefore, pro
     forma financial information has not been provided as the results would not
     be materially different.



                                      -9-
<PAGE>

     The Company will continue to manufacture body structure components in
     Korea, including those components used in the Kia Sportage module.

9.   The Company produces a broad range of assemblies and modules for vehicle
     body structures and suspension systems for the global automotive industry.
     These operations have similar characteristics including the nature of
     products, production processes and customers, and produce lower vehicle
     structures, body structures (including Class A surfaces), suspension
     components, and modular assemblies for the automotive industry. Management
     reviews the operating results of the Company and makes decisions based upon
     two operating segments: United States/Canada and International. Financial
     information by segment is as follows (in thousands):

<TABLE>
<CAPTION>
                                                         UNITED STATES/
                                                             CANADA        INTERNATIONAL      TOTAL
                                                             ------        -------------      -----
   <S>                                                     <C>                <C>           <C>
   THREE MONTHS ENDED MARCH 31, 2002:
        Revenues                                           $  516,399         $151,708      $  668,107
        Operating income (loss)                               (43,450)           3,166         (40,284)
        Restructuring and asset impairment charge              71,757            3,650          75,407
        Total assets                                        1,798,686          754,922       2,553,608

   THREE MONTHS ENDED MARCH 31, 2001:
        Revenues                                           $  455,097         $173,279      $  628,376
        Operating income                                       25,819           12,075          37,894
        Restructuring and asset impairment charge                --               --              --
        Total assets                                        2,345,655          650,131       2,995,786
</TABLE>


10.  A summary of the Company's restructuring activities is as follows:

     MILWAUKEE PRESS OPERATIONS:

     On January 31, 2002, the Company announced that it will discontinue the
     remaining stamping and ancillary processes currently performed at its
     Milwaukee Press Operations and relocate the remaining work to other Tower
     locations or Tier II suppliers. The Company expects to complete the
     transfer process during the third quarter of 2002. As a result of these
     efforts (the "2002 Plan"), the Company recorded a restructuring charge in
     the first quarter of 2002 totaling $75.4 million, which reflects the
     estimated qualifying "exit costs" to be incurred over the next 12 months
     pertaining to the 2002 Plan.

     The 2002 Plan charge includes costs associated with asset impairments,
     severance and outplacement costs related to employee terminations and
     certain other exit costs. These activities are anticipated to result in a
     reduction of approximately 490 colleagues in the Company's Milwaukee,
     Wisconsin manufacturing location. Through March 31, 2002, the Company had
     eliminated approximately 100 colleagues pursuant to the 2002 Plan. The
     estimated restructuring charge does not cover certain aspects of the 2002
     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,
     buildings and manufacturing equipment from the facilities the Company
     intends to dispose of or discontinue. The carrying value of the long-lived
     assets written off was $47.2 million. Fixed assets that will be disposed of
     as part of the 2002 Plan were written down to their estimated residual
     values. For assets that will be sold currently, the Company measured
     impairment based on estimated proceeds on the sale of the facilities and
     equipment. These asset impairments have arisen as a consequence of the
     Company making the decision to exit these activities during the first
     quarter of 2002.

     The Company anticipates this charge will require cash payments of $15.8
     million and other future obligations of $12.4 million, in addition to the
     $47.2 million write-off of assets.


                                      -10-
<PAGE>


     The accrual for operational realignment and other costs is included in
     accrued liabilities in the accompanying consolidated balance sheet as of
     March 31, 2002. The table below summarizes the accrued operational
     realignment and other charges related to the 2002 Plan through March 31,
     2002 (in millions):

<TABLE>
<CAPTION>
                                                        SEVERANCE AND
                                           ASSET         OUTPLACEMENT      OTHER EXIT
                                        IMPAIRMENTS         COSTS             COSTS          TOTAL
                                        -----------         -----             -----          -----
    <S>                                 <C>              <C>               <C>            <C>
    Provision                           $    47.2        $      8.4        $     19.8     $     75.4
    Non-cash charges                        (47.2)               --                --          (47.2)
                                        -----------      -----------       ----------     -----------
    Balance at March 31, 2002           $      --        $      8.4        $     19.8     $     28.2
                                        ===========      ===========       ==========     ===========
</TABLE>


     SEBEWAING AND MILWAUKEE PRESS OPERATIONS:

     In October 2001, the Company's board of directors approved a restructuring
     of the enterprise that included the closing of the Sebewaing, Michigan
     facility. In addition, in December 2001, the Company's board of directors
     approved a restructuring plan that related to the consolidation of
     technical activities and a reduction of other salaried colleagues in
     conjunction with a reorganization of the Company's U.S. and Canada
     operations and the relocation of some component manufacturing from the
     Company's Milwaukee Press Operations to other Tower locations. As a result
     of these realignment efforts (the "2001 Plan"), the Company recorded a
     restructuring charge in the fourth quarter of 2001 of $178.1 million, which
     reflects the estimated qualifying "exit costs" to be incurred over the next
     12 months pertaining to the 2001 Plan.

     The 2001 Plan charge includes costs associated with asset impairments,
     severance and outplacement costs related to employee terminations and
     certain other exit costs. These activities are anticipated to result in a
     reduction of more than 700 colleagues in the Company's technical and
     administrative centers in Novi, Rochester Hills, and Grand Rapids,
     Michigan; Milwaukee, Wisconsin; and its U.S. and Canada manufacturing
     locations. Through March 31, 2002, the Company had eliminated approximately
     570 colleagues pursuant to the 2001 Plan. The estimated restructuring
     charge does not cover certain aspects of the 2001 Plan, including movement
     of equipment and employee relocation and training. These costs are being
     recognized as incurred.

     The Company anticipates this charge will require cash payments of
     approximately $34.9 million and other future obligations of $15.8 million
     combined with previously recorded asset write-offs of $127.4 million,
     including $87.5 million of goodwill.

     The accrual for operational realignment and other costs, which was
     established in the fourth quarter of 2001, is included in accrued
     liabilities in the accompanying consolidated balance sheet as of March 31,
     2002. The table below summarizes the accrued operational realignment and
     accrued other charges related to the 2001 Plan through March 31, 2002 (in
     millions):

                                          SEVERANCE AND
                                          OUTPLACEMENT    OTHER EXIT
                                              COSTS         COSTS        TOTAL
                                              -----         -----        -----
       Balance at December 31, 2001       $    23.9       $    31.4     $  55.3
       Cash payments                           (6.1)           (5.3)      (11.4)
                                          ------------    ----------    --------
       Balance at March 31, 2002          $    17.8       $    26.1     $  43.9
                                          ============    ==========    ========



                                      -11-
<PAGE>

11.  The following table presents comprehensive income (loss) for the three
     months ended March 31, 2002 and 2001 (in thousands):

                                                           THREE MONTHS ENDED
                                                                MARCH 31,
                                                          ---------------------
                                                            2002          2001
                                                          --------      -------
       Net income (loss)                                  $(34,517)     $12,861
       Change in cumulative translation adjustment            (569)      (3,835)
       Transition adjustment relating to loss on
         qualifying cash flow hedges                            --       (4,200)
       Unrealized gain (loss) on qualifying cash flow
         hedges                                              1,428       (2,500)
                                                          --------      -------
       Comprehensive income (loss)                        $(33,658)     $ 2,326
                                                          ========      =======

12.  On May 13, 2002, the Company completed an underwritten primary offering of
     17.25 million shares of Tower Automotive, Inc. common stock which includes
     the exercise of the underwriters' option to acquire 2.25 million shares to
     cover over-allotment. The net proceeds from the offering were approximately
     $222.5 million, based on an offering price of $13.75 per share. The Company
     intends to use the net proceeds to repay borrowings under its Credit
     Agreement.

13.  On June 29, 2001, the FASB issued 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; effective January 1,
     2002, goodwill is no longer subject to amortization.

     The Company has applied the new rules on accounting for goodwill and other
     intangible assets beginning in the first quarter of 2002. As of March 31,
     2002, the Company has unamortized goodwill of approximately $564 million
     that will be subject to the transition provisions of the Statements. The
     Company has not yet determined whether it will be required to recognize any
     transitional impairment losses as a cumulative effect of a change in
     accounting principle. Application of the nonamortization provisions of the
     Statements is expected to result in a reduction in goodwill amortization
     expense of approximately $16 million in fiscal 2002, after reflecting 2001
     goodwill writedowns of $196.1 million.

     Under the adoption of SFAS No. 142, the Company discontinued the
     amortization of goodwill. The following table presents a reconciliation of
     net income and earnings per share adjusted for the exclusion of goodwill,
     net of tax (in thousands, except per share amounts):



                                      -12-
<PAGE>

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                     MARCH 31,
                                                              ------------------------
                                                                2002           2001
                                                              --------      ----------
      <S>                                                     <C>           <C>
      Reported net income (loss)                              $(34,517)     $   12,861
      Add:  Goodwill amortization, net of tax                       --           3,223
                                                              --------      ----------
      Adjusted net income (loss)                              $(34,517)     $   16,084
                                                              ========      ==========

      Reported basic earnings (loss) per common share         $  (0.72)     $     0.29
      Add:  Goodwill amortization, net of tax                       --            0.07
                                                              --------      ----------
      Adjusted basic earnings (loss) per common share         $  (0.72)     $     0.36
                                                              ========      ==========

      Reported diluted earnings (loss) per common share       $  (0.72)     $     0.28
      Add:  Goodwill amortization, net of tax                       --            0.06
                                                              --------      ----------
      Adjusted diluted earnings (loss) per common share       $  (0.72)     $     0.34
                                                              ========      ==========
</TABLE>


     The change in the carrying amount of goodwill for the three months ended
     March 31, 2002, by operating segment, are as follows (in thousands):

<TABLE>
<CAPTION>
                                           UNITED STATES/
                                              CANADA        INTERNATIONAL       TOTAL
                                              ------        -------------       -----
      <S>                                    <C>               <C>             <C>
      Balance at December 31, 2001           $337,527          $229,553        $567,080
      Currency translation adjustment              --            (2,865)         (2,865)
                                             --------          --------        --------
      Balance at March 31, 2002              $337,527          $226,688        $564,215
                                             ========          ========        ========
</TABLE>


     In July 2001, the FASB issued SFAS No. 144, "Impairment or Disposal of
     Long-Lived Assets," which is effective for fiscal years beginning after
     December 15, 2001. The provisions of this Statement provide a single
     accounting model for impairment of long-lived assets. The adoption of SFAS
     No. 144 on January 1, 2002 did not have a material impact on the Company's
     financial position or its 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.


                                      -13-
<PAGE>
TOWER AUTOMOTIVE INC.
CONSOLIDATING BALANCE SHEETS AT MARCH 31, 2002
(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                         $        --  $        -- $       853   $    13,748  $        --  $    14,601
     Accounts receivable, net                                   --           --     180,668       107,220           --      287,888
     Inventories, net                                           --           --      69,559        33,581           --      103,140
     Prepaid tooling and other                                  --           --      66,352        43,437           --      109,789
                                                       -----------  ----------- -----------   -----------  -----------  -----------
      Total current assets                                      --           --     317,432       197,986           --      515,418
                                                       -----------  ----------- -----------   -----------  -----------  -----------

Property, plant and equipment, net                              --           --     755,934       285,129           --    1,041,063
Investments in joint ventures                              241,848           --       4,178         1,165           --      247,191
Investment in subsidiaries                                 443,188      415,830          --            --     (859,018)          --
Goodwill and other assets, net                               9,228        9,490     446,110       285,108           --      749,936
                                                       -----------  ----------- -----------   -----------  -----------  -----------
                                                       $   694,264  $   425,320 $ 1,523,654   $   769,388  $  (859,018) $ 2,553,608
                                                       ===========  =========== ===========   ===========  ===========  ===========

      LIABILITIES AND STOCKHOLDERS' INVESTMENT
----------------------------------------------------

Current liabilities:
     Current maturities of long-term debt and capital
          lease obligations                            $    75,311  $        -- $     2,773   $   105,199  $        --  $   183,283
     Accounts payable                                           --           --     275,706       110,327           --      386,033
     Accrued liabilities                                     2,986        6,033     187,709        67,711           --      264,439
                                                       -----------  ----------- -----------   -----------  -----------  -----------
          Total current liabilities                         78,297        6,033     466,188       283,237           --      833,755
                                                       -----------  ----------- -----------   -----------  -----------  -----------

Long-term debt, net of current maturities                  531,038           --      44,765        68,674           --      644,477
Obligations under capital leases, net of current
  maturities                                                    --           --       3,905            --           --        3,905
Convertible subordinated notes                                  --      199,984          --            --           --      199,984
Due to/(from) affiliates                                  (356,671)    (455,277)    748,804        63,144           --           --
Other noncurrent liabilities                                    --           --     145,753        51,154           --      196,907
                                                       -----------  ----------- -----------   -----------  -----------  -----------
          Total noncurrent liabilities                     174,367     (255,293)    943,227       182,972           --    1,045,273
                                                       -----------  ----------- -----------   -----------  -----------  -----------

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

Stockholders' investment                                   449,532      415,830     128,711       314,477     (859,018)     449,532
Accumulated other comprehensive loss                        (7,932)          --     (14,472)      (11,298)          --      (33,702)
                                                       -----------  ----------- -----------   -----------  -----------  -----------
          Total stockholders' investment                   441,600      415,830     114,239       303,179     (859,018)     415,830
                                                       -----------  ----------- -----------   -----------  -----------  -----------
                                                       $   694,264  $   425,320 $ 1,523,654   $   769,388  $  (859,018) $ 2,553,608
                                                       ===========  =========== ===========   ===========  ===========  ===========
</TABLE>




                                      -14-
<PAGE>
TOWER AUTOMOTIVE INC.
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002
(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                                             $      --    $      --     $ 479,204    $ 188,903      $      --     $ 668,107

Cost of sales                                               --           --       434,686      164,412             --       599,098
                                                     ---------    ---------     ---------    ---------      ---------     ---------

          Gross profit                                      --           --        44,518       24,491             --        69,009

Selling, general and administrative expenses                --           --        21,461       11,446             --        32,907

Restructuring and asset impairment charge                   --           --        71,757        3,650             --        75,407

Amortization expense                                       431          321            --          227             --           979
                                                     ---------    ---------     ---------    ---------      ---------     ---------

          Operating income (loss)                         (431)        (321)      (48,700)       9,168             --       (40,284)

Interest expense, net                                   11,481        2,500           420        2,739             --        17,140

Gain on sale of plant                                       --           --            --       (3,839)            --        (3,839)
                                                     ---------    ---------     ---------    ---------      ---------     ---------

          Income (loss) before provision for
          income taxes, equity in earnings of
          joint ventures and minority interest         (11,912)      (2,821)      (49,120)      10,268             --       (53,585)

Provision (benefit) for income taxes                    (4,169)        (987)      (17,194)       3,594             --       (18,756)
                                                     ---------    ---------     ---------    ---------      ---------     ---------

          Income (loss) before equity in earnings
          of joint ventures and minority interest       (7,743)      (1,834)      (31,926)       6,674             --       (34,829)

Equity in earnings of joint ventures and
subsidiaries                                           (22,102)     (29,845)           --           --         56,332         4,385

Minority interest, net                                      --       (2,838)           --       (1,235)            --        (4,073)
                                                     ---------    ---------     ---------    ---------      ---------     ---------

          Net income (loss)                          $ (29,845)   $ (34,517)    $ (31,926)   $   5,439      $  56,332     $ (34,517)
                                                     =========    =========     =========    =========      =========     =========
</TABLE>


                                      -15-
<PAGE>
TOWER AUTOMOTIVE INC.
CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2002
(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 (loss)                                   $ (29,845)     $ (34,517)   $ (31,926)   $   5,439      $  56,332     $ (34,517)
Adjustments required to reconcile net income
    (loss) to net cash provided by (used in)
    operating activities
       Depreciation and amortization                      431            321       24,635        8,005             --        33,392
       Deferred income tax provision (benefit)             --             --      (38,615)      16,332             --       (22,283)
       Deferred compensation plans                         --             --          815           --             --           815
       Gain on sale of plant                               --             --           --       (3,839)            --        (3,839)
       Equity in earnings of joint ventures, net       (4,385)            --           --           --             --        (4,385)
       Restructuring and asset impairment charge           --             --       71,757        3,650             --        75,407
       Changes in working capital and other
           operating items                            231,192          1,867     (132,299)     (24,900)      (149,588)      (73,728)
                                                    ---------      ---------    ---------    ---------      ---------     ---------
       Net cash provided by (used in) operating
           activities                                 197,393        (32,329)    (105,633)       4,687        (93,256)      (29,138)
                                                    ---------      ---------    ---------    ---------      ---------     ---------

INVESTING ACTIVITIES:
Capital expenditures, net                                  --             --          936      (14,137)            --       (13,201)
Acquisitions and other, net                          (272,517)        31,054      106,164        4,004         93,256       (38,039)
                                                    ---------      ---------    ---------    ---------      ---------     ---------
       Net cash provided by (used in) investing
           activities                                (272,517)        31,054      107,100      (10,133)        93,256       (51,240)
                                                    ---------      ---------    ---------    ---------      ---------     ---------

FINANCING ACTIVITIES:
Proceeds from borrowings                              458,961             --           --       27,588             --       486,549
Repayments of debt                                   (386,230)            --         (665)     (27,717)            --      (414,612)
Proceeds from the issuance of common stock                 --          1,275           --           --             --         1,275
                                                    ---------      ---------    ---------    ---------      ---------     ---------
       Net cash provided by (used for) financing
           activities                                  72,731          1,275         (665)        (129)            --        73,212
                                                    ---------      ---------    ---------    ---------      ---------     ---------

NET CHANGE IN CASH AND CASH EQUIVALENTS                (2,393)            --          802       (5,575)            --        (7,166)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                                                        2,393             --           51       19,323             --        21,767
                                                    ---------      ---------    ---------    ---------      ---------     ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD            $      --      $      --    $     853    $  13,748      $      --     $  14,601
                                                    =========      =========    =========    =========      =========     =========
</TABLE>





                                      -16-
<PAGE>
TOWER AUTOMOTIVE INC.
CONSOLIDATING BALANCE SHEETS AT DECEMBER 31, 2001
(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                        $        --   $        --  $     2,444  $    19,323        $  --  $    21,767
     Accounts receivable, net                                  --            --      140,402       76,236           --      216,638
     Inventories, net                                          --            --       72,003       40,533           --      112,536
     Prepaid tooling and other                                 --            --       52,238       36,991           --       89,229
                                                      -----------   -----------  -----------  -----------  -----------  -----------
         Total current assets                                  --            --      267,087      173,083           --      440,170
                                                      -----------   -----------  -----------  -----------  -----------  -----------

 Property, plant and equipment, net                            --            --      824,437      295,822           --    1,120,259
 Investments in joint ventures                            237,834            --        4,177        1,187           --      243,198
 Investment in subsidiaries                               744,808       447,408           --           --   (1,192,216)          --
 Goodwill and other assets, net                             9,659         9,700      428,186      282,264           --      729,809
                                                      -----------   -----------  -----------  -----------  -----------  -----------
                                                      $   992,301   $   457,108  $ 1,523,887  $   752,356  $(1,192,216) $ 2,533,436
                                                      ===========   ===========  ===========  ===========  ===========  ===========
   LIABILITIES AND STOCKHOLDERS' INVESTMENT
------------------------------------------------

 Current liabilities:
     Current maturities of long-term debt and
         capital lease obligations                    $    67,381   $        --  $     2,723  $   101,979  $        --  $   172,083
     Accounts payable                                          --            --      263,800      105,110           --      368,910
     Accrued liabilities                                    7,234         4,167      203,832       63,729           --      278,962
                                                      -----------   -----------  -----------  -----------  -----------  -----------
         Total current liabilities                         74,615         4,167      470,355      270,818           --      819,955
                                                      -----------   -----------  -----------  -----------  -----------  -----------

 Long-term debt, net of current maturities                472,373            --       44,765       83,946           --      601,084
 Obligations under capital leases, net of
     current maturities                                        --            --        4,620           --           --        4,620
 Convertible subordinated notes                                --       199,984           --           --           --      199,984
 Due to/(from) affiliates                                 (27,392)     (453,201)     428,037       52,556           --           --
 Other noncurrent liabilities                                  --            --      150,639       50,996           --      201,635
                                                      -----------   -----------  -----------  -----------  -----------  -----------
         Total noncurrent liabilities                     444,981      (253,217)     628,061      187,498           --    1,007,323
                                                      -----------   -----------  -----------  -----------  -----------  -----------

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

 Stockholders' investment                                 481,969       447,408      439,943      304,865   (1,192,216)     481,969
 Accumulated other comprehensive loss                      (9,264)           --      (14,472)     (10,825)          --      (34,561)
                                                      -----------   -----------  -----------  -----------  -----------  -----------
         Total stockholders' investment                   472,705       447,408      425,471      294,040   (1,192,216)     447,408
                                                      -----------   -----------  -----------  -----------  -----------  -----------
                                                      $   992,301   $   457,108  $ 1,523,887  $   752,356  $(1,192,216) $ 2,533,436
                                                      ===========   ===========  ===========  ===========  ===========  ===========
</TABLE>




                                      -17-
<PAGE>
TOWER AUTOMOTIVE INC.
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 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                                            $  18,623     $      --      $ 399,876    $ 209,877     $      --     $ 628,376

Cost of sales                                           9,453            --        355,123      184,529            --       549,105
                                                    ---------     ---------      ---------    ---------     ---------     ---------

          Gross profit                                  9,170            --         44,753       25,348            --        79,271

Selling, general and administrative expenses              342            --         25,731        9,226            --        35,299

Amortization expense                                      533           321          3,617        1,607            --         6,078
                                                    ---------     ---------      ---------    ---------     ---------     ---------

          Operating income (loss)                       8,295          (321)        15,405       14,515            --        37,894

Interest expense, net                                  18,518         1,672         (3,712)       3,244            --        19,722
                                                    ---------     ---------      ---------    ---------     ---------     ---------

          Income (loss) before provision for
          income taxes, equity earnings of joint
          ventures and minority interest              (10,223)       (1,993)        19,117       11,271            --        18,172

Provision (benefit) for income taxes                   (3,987)         (778)         7,456        4,337            --         7,028
                                                    ---------     ---------      ---------    ---------     ---------     ---------

          Income (loss) before equity in earnings
          of joint ventures and minority interest      (6,236)       (1,215)        11,661        6,934            --        11,144

Equity in earnings of joint ventures and
subsidiaries                                           22,976        16,740             --           --       (35,335)        4,381

Minority interest, net                                     --        (2,664)            --           --            --        (2,664)
                                                    ---------     ---------      ---------    ---------     ---------     ---------

          Net income (loss)                         $  16,740     $  12,861      $  11,661    $   6,934     $ (35,335)    $  12,861
                                                    =========     =========      =========    =========     =========     =========
</TABLE>



                                      -18-
<PAGE>
TOWER AUTOMOTIVE INC.
CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 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>
OPERATING ACTIVITIES:
Net income                                          $  16,740     $  12,861      $  11,661    $   6,934     ($ 35,335)    $  12,861
Adjustments required to reconcile net income to net
   cash provided by (used in) operating activities
       Depreciation and amortization                    1,452           321         28,360        8,941            --        39,074
       Deferred income tax provision                    5,274            --            631         (413)           --         5,492
       Equity in earnings of joint ventures, net       (4,381)           --             --           --            --        (4,381)
       Changes in other operating items                 6,969        (2,119)        16,391      (26,983)      (17,242)      (22,984)
                                                    ---------     ---------      ---------    ---------     ---------     ---------
       Net cash provided by (used in) operating
           activities                                  26,054        11,063         57,043      (11,521)      (52,577)       30,062
                                                    ---------     ---------      ---------    ---------     ---------     ---------

INVESTING ACTIVITIES:
Capital expenditures, net                              (3,370)           --        (52,070)      (7,076)           --       (62,516)
Acquisitions and other, net                           (38,384)      (11,697)        (5,677)          --        52,577        (3,181)
                                                    ---------     ---------      ---------    ---------     ---------     ---------
       Net cash provided by (used in) investing
           activities                                 (41,754)      (11,697)       (57,747)      (7,076)       52,577       (65,697)
                                                    ---------     ---------      ---------    ---------     ---------     ---------

FINANCING ACTIVITIES:
Proceeds from borrowings                              660,830            --             --       17,425            --       678,255
Repayments of debt                                   (634,580)           --           (663)     (11,384)           --      (646,627)
Proceeds from the issuance of common stock                 --           634             --           --            --           634
                                                    ---------     ---------      ---------    ---------     ---------     ---------
       Net cash provided by (used for) financing
           activities                                  26,250           634           (663)       6,041            --        32,262
                                                    ---------     ---------      ---------    ---------     ---------     ---------

NET CHANGE IN CASH AND CASH EQUIVALENTS                10,550            --         (1,367)     (12,556)           --        (3,373)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD        (18,772)           --          1,575       20,570            --         3,373
                                                    ---------     ---------      ---------    ---------     ---------     ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD            $  (8,222)    $      --      $     208    $   8,014     $      --     $      --
                                                    =========     =========      =========    =========     =========     =========
</TABLE>




                                      -19-
<PAGE>

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

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2002 TO THE THREE MONTHS ENDED
MARCH 31, 2001

Revenues. Revenues for the three months ended March 31, 2002 were $668.1
million, a 6.3 percent increase, compared to $628.4 million for the three months
ended March 31, 2001. The increase was comprised of volume increases of $57.4
million, primarily in the following platforms: Dodge Dakota, Cadillac CTS, Ford
Explorer, and Lincoln LS/Jaguar S-Type and incremental revenues in the 2002
period of $11.9 million associated with the consolidation of Tower Golden Ring,
which first occurred in the third quarter of 2001. These increases were offset
by a decline in revenues of $29.6 million, which were attributable to the sale
of the Iwahri, Korea plant to an affiliate of Hyundai.

Cost of Sales. Cost of sales as a percent of revenues for the three months ended
March 31, 2002 was 89.7 percent compared to 87.4 percent for the three months
ended March 31, 2001. The decline in the gross profit margin was primarily due
to the effect of customer productivity price reductions beginning in the first
quarter of 2002 and changes in product mix on light truck, sport utility and
other models served by the Company. The decline in the gross profit margin is
also attributable to a decline in profitability on the Ford Explorer and Dodge
Ram pickup platforms and increased operating lease costs in the 2002 period.

S, G & A Expenses. Selling, general and administrative expenses decreased to
$32.9 million, or 4.9 percent of revenues, for the three months ended March 31,
2002 compared to $35.3 million, or 5.6 percent of revenues, for the three months
ended March 31, 2001. This decrease was due primarily to $3.3 million in
decreased costs due to reductions in headcount in the consolidation of the
Company's engineering and support activities, offset by incremental costs of
$0.9 million associated with the Company's consolidation of Tower Golden Ring.

Amortization Expense. Amortization expense for the three months ended March 31,
2002 was $1.0 million compared to $6.1 million for the three months ended March
31, 2001. The decrease was due to the adoption of the requirements of SFAS No.
142, and as a result, beginning January 1, 2002, the Company no longer records
amortization expense of goodwill.

Interest Expense, net. Interest expense (net of interest income) for the three
months ended March 31, 2002 was $17.1 million compared to $19.7 million for the
three months ended March 31, 2001. Interest expense decreased due to the (i)
decreased borrowings during the first three months of 2002 compared to the first
three months of 2001 of $3.8 million, and (ii) decreased interest rates and
decreased spreads associated with the Credit Agreement of $2.8 million, offset
by (iii) decreased capitalized interest on construction projects in the 2002
period of $3.0 million and (iv) decreased interest income in the 2002 period of
$1.0 million.

Income Taxes. The effective income tax rate was 35.0 percent and 38.7 percent
for the first three months of 2002 and 2001, respectively. The effective tax
rate reflects the actual rates in the tax jurisdictions in which the Company
operates, adjusted for permanent differences.

Equity in Earnings of Joint Ventures, net. Equity in earnings of joint ventures,
net of tax, was $4.4 million for both the three months ended March 31, 2002 and
the three months ended March 31, 2001. These amounts represent the Company's
share of the earnings from its joint venture interests in Metalsa, Yorozu, and
DTA Development, in the 2002 period and Metalsa, Tower Golden Ring, Yorozu, and
DTA Development in the 2001 period. The Company's share of Metalsa's joint
venture earnings has increased quarter over quarter by $2.3 million which was
offset by a reduction in equity earnings of $2.3 million due to the
consolidation of Tower Golden Ring beginning in third quarter of 2001.

Minority Interest, net. Minority interest, net of tax, for the three months
ended March 31, 2002 represents dividends, net of income tax benefits, on the 6
3/4% Trust Preferred Securities ("Preferred Securities") and the minority
interest held by the 40 percent joint venture partners in Tower Golden Ring.
Minority interest for the three months ended March 31, 2001 represents
dividends, net of income tax benefits, on the Preferred


                                      -20-
<PAGE>

Securities. The increase in minority interest expense in 2002 was due primarily
to the consolidation of Tower Golden Ring in the third quarter of 2001.

RESTRUCTURING AND ASSET IMPAIRMENT CHARGE

The Company's growth through acquisitions coincided with an extended period of
high automotive production that resulted in higher levels of utilization of the
Company's acquired resources and capacity and contributed to periods of strong
operating results. More recently, as automotive production declined from
previous levels, the Company focused its efforts on reducing the capacity of the
enterprise and improving the efficiency of its continuing operations. During the
18 month period beginning in the fourth quarter of 2000, the Company: (i)
divested itself of its non-core heavy truck business, (ii) consolidated its
manufacturing operations by closing manufacturing locations in Kalamazoo,
Michigan; Sebewaing, Michigan; and certain operations in Milwaukee, Wisconsin,
(iii) reduced redundant overhead through a consolidation of its technical
activities and a reduction of other salaried colleagues, and (iv) reorganized
the management of its U.S. and Canada region. These were accomplished through
three restructurings, described in more detail below. The first restructuring
was initiated in October 2000 (the "2000 Plan"), the second restructuring was
initiated in October 2001 (the "2001 Plan"), with the discontinuance of the
remaining stamping and ancillary processes currently performed at the Company's
Milwaukee Press Operations announced in January 2002 (the "2002 Plan").

The restructuring and asset impairment charges consist of both restructuring
charges and non-restructuring related asset impairments, major components of
which are discussed in the sections below. The following table summarizes the
principal components of these charges (in millions):

                                                 2002 PLAN  2001 PLAN  2000 PLAN
                                                 ---------  ---------  ---------
RESTRUCTURING AND RELATED ASSET IMPAIRMENTS
   Asset impairments                                $47.2     $127.4     $103.7
   Severance and outplacement costs                   8.4       24.6       25.2
   Loss contracts                                      --         --        8.1
   Other exit costs                                  19.8       26.1        4.3
                                                    -----     ------     ------
Total                                                75.4      178.1      141.3

OTHER GOODWILL AND ASSET IMPAIRMENTS
   Goodwill writedown                                  --      108.6         --
   Other asset impairments                             --       50.7         --
   Investment impairment                               --       46.3         --
                                                    -----     ------     ------
Total                                                  --      205.6         --
                                                    -----     ------     ------

TOTAL RESTRUCTURING AND ASSET IMPAIRMENT CHARGES    $75.4     $383.7     $141.3
                                                    =====     ======     ======

Non-cash charges                                    $47.2     $333.0     $103.7
                                                    -----     ------     ------
Cash charges                                        $28.2     $ 50.7     $ 37.6
                                                    -----     ------     ------


Under the 2000 Plan, the Company realized cash savings of approximately $32
million in 2001 as a result of reductions in payroll costs directly related to
restructuring activities. These cash savings from permanent payroll reductions
are expected to be realized annually. Under the 2001 Plan, the Company has
realized approximately $5 million through March 31, 2002 and expects to realize
an additional $30 million of cash savings through the remainder of 2002
attributable to permanent payroll reductions. Under the 2002 Plan, the Company
is expected to realize annual cash savings of approximately $15 million
attributable to permanent payroll reductions beginning later in 2002 with full
realization beginning in 2003.

MILWAUKEE PRESS OPERATIONS:

On January 31, 2002, the Company announced that it will discontinue the
remaining stamping and ancillary processes currently performed at the Company's
Milwaukee Press Operations and relocate the remaining work



                                      -21-
<PAGE>

to other Tower locations or Tier II suppliers. The Company expects to complete
the transfer process during the third quarter of 2002. As a result of these
efforts (the "2002 Plan"), the Company recorded a restructuring charge in the
first quarter of 2002 totaling $75.4 million, which reflects the estimated
qualifying "exit costs" to be incurred over the next 12 months pertaining to the
2002 Plan.

The 2002 Plan charge includes costs associated with asset impairments, severance
and outplacement costs related to employee terminations and certain other exit
costs. These activities are anticipated to result in a reduction of
approximately 490 colleagues in the Company's Milwaukee, Wisconsin manufacturing
location. Through March 31, 2002, the Company had eliminated approximately 100
colleagues pursuant to the 2002 Plan. The estimated restructuring charge does
not cover certain aspects of the 2002 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,
buildings and manufacturing equipment from the facilities the Company intends to
dispose of or discontinue. The carrying value of the long-lived assets written
off was $47.2 million. Fixed assets that will be disposed of as part of the 2002
Plan were written down to their estimated residual values. For assets that will
be sold currently, the Company measured impairment based on estimated proceeds
on the sale of the facilities and equipment. These asset impairments have arisen
as a consequence of the Company making the decision to exit these activities
during the first quarter of 2002.

The Company anticipates this charge will require cash payments of $15.8 million
combined with the $47.2 million write-off of assets and other future obligations
of $12.4 million.

The accrual for operational realignment and other costs is included in accrued
liabilities in the accompanying consolidated balance sheet as of March 31, 2002.
The table below summarizes the accrued operational realignment and other charges
through March 31, 2002 (in millions):

                                           SEVERANCE AND
                                ASSET       OUTPLACEMENT   OTHER EXIT
                             IMPAIRMENTS       COSTS          COSTS      TOTAL
                             -----------       -----          -----      -----
Provision                       $47.2           $8.4          $19.8      $75.4
Non-cash charges                (47.2)            --             --      (47.2)
                                -----           ----          -----      -----
Balance at March 31, 2002       $  --           $8.4          $19.8      $28.2
                                =====           ====          =====      =====

SEBEWAING AND MILWAUKEE PRESS OPERATIONS:

In October 2001, the Company's board of directors approved a restructuring of
the enterprise that included the closing of the Sebewaing, Michigan facility. In
addition, in December 2001, the Company's board of directors approved a
restructuring plan that related to the consolidation of technical activities and
a reduction of other salaried colleagues in conjunction with a reorganization of
the Company's U.S. and Canada operations and the relocation of some component
manufacturing from the Company's Milwaukee Press Operations to other Tower
locations. As a result of these realignment efforts (the "2001 Plan"), the
Company recorded a restructuring charge in the fourth quarter of 2001 of $178.1
million, which reflects the estimated qualifying "exit costs" to be incurred
over the next 12 months pertaining to the 2001 Plan.

The 2001 Plan charge includes costs associated with asset impairments, severance
and outplacement costs related to employee terminations and certain other exit
costs. These activities are anticipated to result in a reduction of more than
700 colleagues in the Company's technical and administrative centers in Novi,
Rochester Hills, and Grand Rapids, Michigan; Milwaukee, Wisconsin; and its U.S.
and Canada manufacturing locations. Through March 31, 2002, the Company had
eliminated approximately 570 colleagues pursuant to the 2001 Plan. The estimated
restructuring charge does not cover certain aspects of the 2001 Plan, including
movement of equipment and employee relocation and training. These costs are
being recognized in future periods as incurred.



                                      -22-
<PAGE>

The Company anticipates this charge will require cash payments of approximately
$34.9 million and other future obligations of $15.8 million combined with
previously recorded asset write-offs of $127.4 million, including $87.5 million
of goodwill.

The accrual for operational realignment and other costs, which was established
in the fourth quarter of 2001, is included in accrued liabilities in the
accompanying consolidated balance sheet as of March 31, 2002. The table below
summarizes the accrued operational realignment and other accrued charges through
March 31, 2002 (in millions):

                                       SEVERANCE AND
                                        OUTPLACEMENT    OTHER EXIT
                                           COSTS           COSTS      TOTAL
                                           -----           -----      -----
      Balance at December 31, 2001         $23.9           $31.4      $55.3
      Cash payments                         (6.1)           (5.3)     (11.4)
                                           -----           -----      -----
      Balance at March 31, 2002            $17.8           $26.1      $43.9
                                           =====           =====      =====

LIQUIDITY AND CAPITAL RESOURCES

SOURCES OF CASH

The Company's principal sources of cash are cash flow from operations,
commercial borrowings and capital markets activities. During the three months
ended March 31, 2002, the Company used $29.1 million of cash from operations.
This compares with $30.1 million generated during the same period in 2001. Net
income before depreciation and amortization, deferred income taxes, deferred
compensation plans, gain on sale of plant, equity in joint venture earnings, and
restructuring and asset impairment charges was $44.6 million and $53.1 million
for the 2002 and 2001 periods, respectively. Operating cash flow was reduced by
$11.4 million in 2002 and $8.5 million in 2001 for cash restructuring payments,
and was increased by net tax refunds of $0.4 million in 2002 and decreased as a
result of net tax payments of $1.7 million in 2001. In total, working capital
and other operating items decreased operating cash flow by $73.7 million and
$23.0 million during 2002 and 2001, respectively.

The issuance of stock from the Company's colleague stock purchase plan and
option plans contributed an additional $1.3 million and $0.6 million to cash
flow for the 2002 and 2001 periods, respectively.

In July 2000, the Company replaced its previous $750 million amortizing credit
facility with a new six-year $1.15 billion senior unsecured credit agreement
(the "Credit Agreement"). The Credit Agreement includes a non-amortizing
revolving facility of $825 million along with an amortizing term loan of $325
million. The Credit Agreement 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 March
31, 2002, approximately $25.5 million of the outstanding borrowings are
denominated in Japanese yen, $32.8 million are denominated in Euro, and $15.7
million are denominated in Canadian dollars. Interest on the Credit Agreement 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 5.9 percent
for the three months ended March 31, 2002. The Credit Agreement has a final
maturity of 2006.

At March 31, 2002, the Company had borrowed $170.5 million under its revolving
credit facility of $825 million. In order to borrow under the revolving
facility, the Company must meet certain covenant ratios. Based on these
covenants, the amount of unused availability under the revolving facility was
$57.9 million at March 31, 2002, compared to unused availability of $131.5
million at March 31, 2001. This reduction in availability resulted from a
decrease in trailing four quarter EBITDA, offset in part by an increase in
availability due to the reduction of indebtedness (as defined in the credit
agreement) between the periods. The credit agreement requires the Company to
meet certain financial tests, including but not limited to a minimum interest
coverage and maximum leverage ratio. The covenant conditions contained in the
credit agreement also limit the Company's ability to pay dividends to the
available



                                      -23-
<PAGE>

borrowings under the revolving facility. As of March 31, 2002, the Company was
in compliance with all debt covenants.

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 the credit agreement. 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.

In July 2000, R. J. Tower Corporation, a wholly owned subsidiary of the Company,
issued Euro-denominated senior unsecured notes in the amount of Euro 150 million
($131.0 million at March 31, 2002). 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 credit facility. The notes mature on August 1, 2010.

USES OF CASH

The Company's principal uses of cash are debt repayment, capital expenditures
and acquisitions and investments in joint ventures. Net cash used in investing
activities was $51.2 million during the three months ended March 31, 2002, as
compared to $65.7 million in the prior period. Net capital expenditures totaled
$13.2 million and $62.5 million for the comparable 2002 and 2001 periods,
respectively. Earnout payments and payments on notes payable made in connection
with previous acquisitions and investments in joint ventures, offset by net
proceeds received from the sale of a plant, reduced investment cash flows by
$38.0 million and $3.2 million for the 2002 and 2001 periods, respectively. Net
cash provided by financing activities totaled $73.2 million and $32.3 million
for the three months ended March 31, 2002 and 2001, respectively.

The Company estimates its 2002 capital expenditures will be approximately $155
million. Where appropriate, the Company may lease rather than purchase such
equipment, which would have the effect of reducing this anticipated level of
capital expenditures.

WORKING CAPITAL

During the three months ended March 31, 2002, working capital increased by $61.5
million. This net increase is comprised of working capital increases due to a
$71.3 million increase in accounts receivable attributable to the significant
sales increase in March 2002 relative to December 2001, a $20.5 million
timing-related increase in tooling receivables, and a $3.4 million net decrease
in other liabilities; offset by working capital decreases due to a $17.1 million
increase in accounts payable related to the continued renegotiation of terms
with key suppliers, a $7.2 million decrease in cash on hand, and a $9.4 million
decrease in inventory as a result of the Company's continued emphasis of low
inventory levels.

The Company expects to continue to maintain a low working capital position
through a continuation of the efforts discussed above and continued focus on
minimizing the length of the cash flow cycle. The Company believes that the
available borrowing capacity under its credit agreement, together with funds
generated by operations, should provide sufficient liquidity and capital
resources to pursue its business strategy for the foreseeable future, with
respect to working capital, capital expenditures, and other operating needs.

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.



                                      -24-
<PAGE>


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 to not enter into
derivatives or other financial instruments for trading or speculative purposes.
The Company periodically 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 or 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 March 31, 2002, Tower Automotive had total debt and obligations under capital
leases of $1.032 billion. The debt is comprised of fixed rate debt of $491.0
million and floating rate debt of $541.0 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 $5.4 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 revenues were 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.

A portion of Tower Automotive's assets are based in its foreign operations and
are 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 March 31, 2002, 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.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

On June 29, 2001, the Financial Accounting Standards Board (the "FASB") issued
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



                                      -25-
<PAGE>

assigned to reporting units for purposes of impairment testing; effective
January 1, 2002, goodwill is no longer subject to amortization.

The Company has applied the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. As of March 31, 2002,
the Company has unamortized goodwill of approximately $564 million that will be
subject to the transition provisions of the Statements. The Company has not yet
determined whether it will be required to recognize any transitional impairment
losses as a cumulative effect of a change in accounting principle. Preliminary
indications suggest that a transitional impairment charge in the range of $100
million to $200 million may be recorded as a result of the initial goodwill
impairment review process, which is expected to be completed during the second
quarter of 2002. However, the Company is in the process of hiring an independent
appraiser to assist in the finalization of the amount of the change to be taken,
if any. It is possible that the amount of any charge recorded after completing
the formal appraisal process may not fall within the range suggested by the
preliminary analysis. Application of the nonamortization provisions of the
Statements were adopted on January 1, 2002 and is expected to result in a
reduction in goodwill amortization expense of approximately $16 million in
fiscal 2002, after reflecting the writedowns of goodwill totaling $196.1
million, which were recorded during 2001.

In July 2001, the FASB issued SFAS No. 144, "Impairment or Disposal of
Long-Lived Assets," which is effective for fiscal years beginning after December
15, 2001. The provisions of this Statement provide a single accounting model for
impairment of long-lived assets. The adoption of SFAS No. 144 on January 1, 2002
did not have a material impact on the Company's financial position or its
results of operations.

DISCLOSURE REGARDING 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 (the "Exchange Act"). 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 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; (vii) the highly competitive nature of the
automotive supply industry; (viii) the ability to achieve the anticipated volume
of production from new and planned supply programs; and (ix) such other factors
noted in this Form 10-Q with respect to the Company's businesses. 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.




                                      -26-
<PAGE>


PART II.  OTHER INFORMATION

TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES


Item 1.  Legal Proceedings:

         None.

Item 2.  Change in Securities and Use of Proceeds:

         None.

Item 3.  Defaults Upon Senior Securities:

         None.

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

         None.

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/A dated January 3,
                  2002, under Item 5 (Commission File No. 1-12733).

              2.  The Company's Current Report on Form 8-K dated February 1,
                  2002, under Item 5  (Commission File No. 1-12733).



                                      -27-
<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: May 15, 2002                        By  /s/ Anthony A. Barone
                                              ----------------------------------
                                              Anthony A. Barone
                                              Vice President, Chief Financial
                                              Officer (principal accounting
                                              and financial officer)








                                      -28-