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United States
Securities and Exchange Commission

Washington, D.C. 20549


Form 10-Q

|     |  |                                                                                                                                               
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|[X]  |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2003, 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 No. 0-13787

INTERMET Corporation(Exact name of registrant as specified in its charter)

|                                                                       |  |                                             
|---------------------------------------------------------------------- |  | --------------------------------------------
|Georgia
(State or other jurisdiction of
incorporation or organization) |  | 58-1563873
(IRS Employer
Identification No.)

|                                                                                         |  |                      
|---------------------------------------------------------------------------------------- |  | ---------------------
|5445 Corporate Drive, Suite 200, Troy, Michigan
(Address of principal executive offices) |  | 48098-2683
(Zip code)

(248) 952-2500
(Registrants telephone number, including area code)

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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]   No [  ]

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

At May 9, 2003 there were 25,602,391 shares of common stock, $0.10 par value,
outstanding.





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TABLE OF CONTENTS



|                                                  |                                                                                               |                                                              |  |  |  |  |  | 
|------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------ |  |  |  |  |  | 
|Part I  Financial Information                   
|                                                  | Item 1. Financial Statements                                                                 
|                                                  |                                                                                               | Notes to Interim 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                           
|                                                  | Item 4 Controls and Procedures                                                               
|Part II  Other Information                      
|                                                  | Item 1. Legal Proceedings                                                                    
|                                                  | Item 6. Exhibits and Reports on Form 8-K                                                     
|Signature                                        
|Certifications                                   
|EXHIBIT INDEX                                    
|Sixth Amendment to and Waiver and Consent        
|Seventh Amendment to Five-Year Credit Agreement  
|Sec. 906 Certification of Chief Executive Officer
|Sec. 906 Certification of Chief Financial Officer



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##### Table of Contents



TABLE OF CONTENTS

|                                                                                        |                                                                                              
|--------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------
|Part I - Financial Information                                                         
|Item 1.                                                                                 | Interim Condensed Consolidated Financial Statements (Unaudited)                              
|                                                                                        | Notes to Interim Condensed Consolidated Financial Statements (Unaudited)                     
|Item 2.                                                                                 | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Item 3.                                                                                 | Item 3. Quantitative and Qualitative Disclosure about Market Risk                            
|Item 4.                                                                                 | Item 4. Controls and Procedures                                                              
|Part II - Other Information                                                            
|Item 1.                                                                                 | Item 1. Legal Proceedings                                                                    
|Item 1.                                                                                 | Item 6. Exhibits and Reports on Form 8-K                                                     
|Signature                                                                              
|Certifications                                                                         
|Exhibit Index                                                                          
|Exhibit 10.1 Sixth Amendment to and Waiver and Consent under Five-Year Credit Agreement
|Exhibit 10.2 Seventh Amendment to Five-Year Credit Agreement                           
|Exhibit 99.1 Section 906 Certification of Chief Executive Officer                      
|Exhibit 99.2 Section 906 Certification of Chief Financial Officer                      

2



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##### Table of Contents






Part I  Financial Information




Item 1. Financial Statements

INTERMET Corporation
Interim Condensed Consolidated Statements of Income
(Unaudited)

|                                                                        |                                                                       |   |                            |        |                |   |         |        |  
|----------------------------------------------------------------------- | --------------------------------------------------------------------- | - | -------------------------- | ------ | -------------- | - | ------- | ------ | -
|                                                                        |                                                                       |   | Three months ended        
|                                                                        |                                                                       |   |                           
|                                                                        |                                                                       |   | March 31, 2003             |        | March 31, 2002
|                                                                        |                                                                       |   |                            |        |               
|                                                                        |                                                                       |   | (in thousands of dollars, 
|                                                                        |                                                                       |   | except for per share data)
|Net sales                                                               |                                                                       | $ | 207,104                    |        |                | $ | 206,096 |       
|Cost of sales                                                           |                                                                       |   | 185,822                    |        |                |   | 185,577 |       
|                                                                        |                                                                       |   |                            |        |                |   |         |       
|Gross profit                                                            |                                                                       |   | 21,282                     |        |                |   | 20,519  |       
|Operating expenses:                                                     |                                                                       |   |                            |        |                |   |         |       
|                                                                        | Selling, general and administrative                                   |   |                            | 8,845  |                |   |         | 8,060  |  
|                                                                        | Other operating income, net                                           |   |                            | (134   | )              |   |         | (59    | )
|                                                                        |                                                                       |   |                            |        |                |   |         |       
|                                                                        |                                                                       |   | 8,711                      |        |                |   | 8,001   |       
|                                                                        |                                                                       |   |                            |        |                |   |         |       
|Operating profit                                                        |                                                                       |   | 12,571                     |        |                |   | 12,518  |       
|Other (income) expense:                                                 |                                                                       |   |                            |        |                |   |         |       
|                                                                        | Interest expense, net                                                 |   |                            | 7,480  |                |   |         | 6,354  |  
|                                                                        | Other expense (income), net                                           |   |                            | 12     |                |   |         | (546   | )
|                                                                        |                                                                       |   |                            |        |                |   |         |       
|                                                                        |                                                                       |   | 7,492                      |        |                |   | 5,808   |       
|Income before income taxes                                              |                                                                       |   | 5,079                      |        |                |   | 6,710   |       
|Provision for income taxes                                              |                                                                       |   | 1,927                      |        |                |   | 2,355   |       
|                                                                        |                                                                       |   |                            |        |                |   |         |       
|Net income before cumulative effect of a change in accounting
principle |                                                                       |   | 3,152                      |        |                |   | 4,355   |       
|Cumulative effect of a change in accounting principle, net of tax       |                                                                       |   |                           |        |                |   | 481     |       
|                                                                        |                                                                       |   |                            |        |                |   |         |       
|Net income                                                              |                                                                       | $ | 3,152                      |        |                | $ | 4,836   |       
|                                                                        |                                                                       |   |                            |        |                |   |         |       
|Earnings per common share:                                              |                                                                       |   |                            |        |                |   |         |       
|Basic                                                                   |                                                                       |   |                            |        |                |   |         |       
|                                                                        | Earnings before cumulative effect of a change in accounting
principle |   | $                          | 0.12   |                |   | $       | 0.17   |  
|                                                                        | Cumulative effect of a change in accounting principle                 |   |                            |       |                |   |         | 0.02   |  
|                                                                        |                                                                       |   |                            |        |                |   |         |       
|                                                                        | Earnings per share - basic                                            |   | $                          | 0.12   |                |   | $       | 0.19   |  
|                                                                        |                                                                       |   |                            |        |                |   |         |       
|Diluted                                                                 |                                                                       |   |                            |        |                |   |         |       
|                                                                        | Earnings before cumulative effect of a change in accounting
principle |   | $                          | 0.12   |                |   | $       | 0.17   |  
|                                                                        | Cumulative effect of a change in accounting principle                 |   |                            |       |                |   |         | 0.02   |  
|                                                                        |                                                                       |   |                            |        |                |   |         |       
|                                                                        | Earnings per share - diluted                                          |   | $                          | 0.12   |                |   | $       | 0.19   |  
|                                                                        |                                                                       |   |                            |        |                |   |         |       
|Weighted average shares outstanding:                                    |                                                                       |   |                            |        |                |   |         |       
|                                                                        | Basic                                                                 |   |                            | 25,547 |                |   |         | 25,398 |  
|                                                                        | Diluted                                                               |   |                            | 25,676 |                |   |         | 25,784 |  

See accompanying notes.

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INTERMET Corporation

Interim Condensed Consolidated Balance Sheets

|                                       |                                                                                         |   |                           |         |                   |   |         |         | 
|-------------------------------------- | --------------------------------------------------------------------------------------- | - | ------------------------- | ------- | ----------------- | - | ------- | ------- | 
|                                       |                                                                                         |   | March 31, 2003            |         | December 31, 2002
|                                       |                                                                                         |   |                           |         |                  
|                                       |                                                                                         |   | (Unaudited)               |         |                   |   |        
|                                       |                                                                                         |   | (in thousands of dollars)
|Assets                                 |                                                                                         |   |                           |         |                   |   |         |        
|Current assets:                        |                                                                                         |   |                           |         |                   |   |         |        
|                                       | Cash and cash equivalents                                                               |   | $                         | 5,344   |                   |   | $       | 3,298   | 
|                                       | Accounts receivable:                                                                    |   |                           |         |                   |   |         |         | 
|                                       | Trade, less allowance for
doubtful accounts of $10,197 in
2003 and $9,229 in 2002       |   |                           | 90,060  |                   |   |         | 74,025  | 
|                                       | Other                                                                                   |   |                           | 16,459  |                   |   |         | 12,754  | 
|                                       |                                                                                         |   |                           |         |                   |   |         |         | 
|                                       |                                                                                         |   | 106,519                   |         |                   |   | 86,779  |        
|                                       | Inventories                                                                             |   |                           | 63,004  |                   |   |         | 65,456  | 
|                                       | Other current assets                                                                    |   |                           | 26,036  |                   |   |         | 24,875  | 
|                                       |                                                                                         |   |                           |         |                   |   |         |         | 
|Total current assets                   |                                                                                         |   | 200,903                   |         |                   |   | 180,408 |        
|Property, plant and equipment, at cost |                                                                                         |   | 664,527                   |         |                   |   | 661,007 |        
|Less:                                  |                                                                                         |   |                           |         |                   |   |         |        
|                                       | Accumulated depreciation and
foreign industrial development
grants, net of amortization |   |                           | 342,483 |                   |   |         | 328,973 | 
|                                       |                                                                                         |   |                           |         |                   |   |         |         | 
|Property, plant and equipment, net     |                                                                                         |   | 322,044                   |         |                   |   | 332,034 |        
|Goodwill                               |                                                                                         |   | 217,016                   |         |                   |   | 217,016 |        
|Other noncurrent assets                |                                                                                         |   | 36,419                    |         |                   |   | 34,640  |        
|                                       |                                                                                         |   |                           |         |                   |   |         |         | 
|Total assets                           |                                                                                         | $ | 776,382                   |         |                   | $ | 764,098 |        
|                                       |                                                                                         |   |                           |         |                   |   |         |         | 

See accompanying notes.

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INTERMET Corporation

Interim Condensed Consolidated Balance Sheets

|                                           |                                      |   |                           |                   |   |   |         |         |  
|------------------------------------------ | ------------------------------------ | - | ------------------------- | ----------------- | - | - | ------- | ------- | -
|                                           |                                      |   | March 31, 2003            | December 31, 2002
|                                           |                                      |   |                           |                   |  
|                                           |                                      |   | (Unaudited)               |                   |   |   |        
|                                           |                                      |   | (in thousands of dollars)
|Liabilities and shareholders equity       |                                      |   |                           |                   |   |   |         |        
|Current liabilities:                       |                                      |   |                           |                   |   |   |         |        
|                                           | Accounts payable                     |   | $                         | 71,758            |   |   | $       | 70,933  |  
|                                           | Accrued liabilities                  |   |                           | 66,058            |   |   |         | 65,205  |  
|                                           | Long term debt due within one year   |   |                           | 1,511             |   |   |         | 1,567   |  
|                                           |                                      |   |                           |                   |   |   |         |         |  
|Total current liabilities                  |                                      |   | 139,327                   |                   |   |   | 137,705 |        
|Noncurrent liabilities:                    |                                      |   |                           |                   |   |   |         |        
|                                           | Long term debt due after one year    |   |                           | 285,883           |   |   |         | 278,536 |  
|                                           | Retirement benefits                  |   |                           | 76,569            |   |   |         | 77,571  |  
|                                           | Other noncurrent liabilities         |   |                           | 13,553            |   |   |         | 12,717  |  
|                                           |                                      |   |                           |                   |   |   |         |         |  
|Total noncurrent liabilities               |                                      |   | 376,005                   |                   |   |   | 368,824 |        
|Shareholders equity:                      |                                      |   |                           |                   |   |   |         |        
|                                           | Common stock                         |   |                           | 2,601             |   |   |         | 2,601   |  
|                                           | Capital in excess of par value       |   |                           | 57,142            |   |   |         | 57,124  |  
|                                           | Retained earnings                    |   |                           | 214,565           |   |   |         | 212,437 |  
|                                           | Accumulated other comprehensive loss |   |                           | (13,160           | ) |   |         | (14,562 | )
|                                           | Unearned restricted stock            |   |                           | (98               | ) |   |         | (31     | )
|                                           |                                      |   |                           |                   |   |   |         |         |  
|Total shareholders equity                 |                                      |   | 261,050                   |                   |   |   | 257,569 |        
|                                           |                                      |   |                           |                   |   |   |         |         |  
|Total liabilities and shareholders equity |                                      | $ | 776,382                   |                   |   | $ | 764,098 |        
|                                           |                                      |   |                           |                   |   |   |         |         |  

See accompanying notes.

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INTERMET Corporation

Interim Condensed Consolidated Statements of Cash Flows

|                                                                                        |                                                         |   |                           |         |                |   |         |         |  
|--------------------------------------------------------------------------------------- | ------------------------------------------------------- | - | ------------------------- | ------- | -------------- | - | ------- | ------- | -
|                                                                                        |                                                         |   | Three months ended       
|                                                                                        |                                                         |   |                          
|                                                                                        |                                                         |   | March 31, 2003            |         | March 31, 2002
|                                                                                        |                                                         |   |                           |         |               
|                                                                                        |                                                         |   | (Unaudited)              
|                                                                                        |                                                         |   | (in thousands of dollars)
|Operating activities:                                                                   |                                                         |   |                           |         |                |   |         |        
|Net income before cumulative effect of a change in
accounting principle                 |                                                         | $ | 3,152                     |         |                | $ | 4,355   |        
|Adjustments to reconcile net income to cash (used in)
provided by operating activities: |                                                         |   |                           |         |                |   |         |        
|                                                                                        | Depreciation                                            |   |                           | 12,783  |                |   |         | 12,380  |  
|                                                                                        | Amortization of debt discount and issuance costs        |   |                           | 463     |                |   |         | 653     |  
|                                                                                        | Amortization of other assets                            |   |                           | 229     |                |   |         | 12      |  
|                                                                                        | Results of equity investment                            |   |                           | (260    | )              |   |         | (175    | )
|                                                                                        | Net change in operating assets and liabilities          |   |                           | (16,745 | )              |   |         | 11,766  |  
|                                                                                        |                                                         |   |                           |         |                |   |         |        
|Net cash (used in) provided by operating activities                                     |                                                         |   | (378                      | )       |                |   | 28,991  |        
|Investing activities:                                                                   |                                                         |   |                           |         |                |   |         |        
|                                                                                        | Additions to property, plant and equipment              |   |                           | (2,703  | )              |   |         | (1,595  | )
|                                                                                        | Proceeds from sale of property, plant and equipment     |   |                           |        |                |   |         | 169     |  
|                                                                                        |                                                         |   |                           |         |                |   |         |        
|Net cash used in investing activities                                                   |                                                         |   | (2,703                    | )       |                |   | (1,426  | )      
|Financing activities:                                                                   |                                                         |   |                           |         |                |   |         |        
|                                                                                        | Net increase (decrease) in revolving credit facility    |   |                           | 8,000   |                |   |         | (41,500 | )
|                                                                                        | Repayment of term loan                                  |   |                           |        |                |   |         | (10,000 | )
|                                                                                        | Proceeds from an unsecured note                         |   |                           |        |                |   |         | 15,000  |  
|                                                                                        | Repayments of other debts                               |   |                           | (722    | )              |   |         | (721    | )
|                                                                                        | Payments of revolving credit facility fees              |   |                           | (405    | )              |   |         |        |  
|                                                                                        | Dividends paid                                          |   |                           | (1,020  | )              |   |         | (1,017  | )
|                                                                                        | Purchase of common stock for deferred compensation plan |   |                           |        |                |   |         | (4      | )
|                                                                                        | Issuance of common stock                                |   |                           | 18      |                |   |         |        |  
|                                                                                        |                                                         |   |                           |         |                |   |         |        
|Net cash provided by (used in) financing activities                                     |                                                         |   | 5,871                     |         |                |   | (38,242 | )      
|Effect of exchange rate changes on cash and cash equivalents                            |                                                         |   | (744                      | )       |                |   | (681    | )      
|                                                                                        |                                                         |   |                           |         |                |   |         |        
|Net increase (decrease) in cash and cash equivalents                                    |                                                         |   | 2,046                     |         |                |   | (11,358 | )      
|Cash and cash equivalents at beginning of period                                        |                                                         |   | 3,298                     |         |                |   | 13,866  |        
|                                                                                        |                                                         |   |                           |         |                |   |         |        
|Cash and cash equivalents at end of period                                              |                                                         | $ | 5,344                     |         |                | $ | 2,508   |        
|                                                                                        |                                                         |   |                           |         |                |   |         |        

See accompanying notes.

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INTERMET Corporation




Notes to Interim Condensed Consolidated Financial Statements

March 31, 2003 (Unaudited)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in
the United States for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three-month period ended March 31, 2003 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2003.

The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by accounting principles generally accepted in the
United States for complete financial statements. Refer to our 2002 Annual
Report and Form 10-K for complete financial statement and footnotes.

New Accounting Pronouncements

In December 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure, which amends SFAS No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this statement amends the
disclosure requirements of SFAS No. 123 to require prominent disclosure in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. We have adopted the new disclosure requirements of SFAS No. 148.

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements

March 31, 2003 (Unaudited)

1. Basis of Presentation (continued)

Stock-Based Compensation

We grant stock options to employees and directors with exercise prices equal to
the fair values of the shares at the dates of grant. We account for stock
option grants in accordance with Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, and, accordingly, we recognize no
compensation expense for the stock option grants. Had compensation expense
been determined based on the fair values of these stock options at the grant
dates consistent with the method of SFAS No. 123, our pro forma net income,
basic earnings per share and diluted earnings per share would have been the
following:

|                                                                                                                                    |                       |   |                           |      |               |   |       |      | 
|----------------------------------------------------------------------------------------------------------------------------------- | --------------------- | - | ------------------------- | ---- | ------------- | - | ----- | ---- | 
|                                                                                                                                    |                       |   | Three Months Ended       
|                                                                                                                                    |                       |   |                          
|                                                                                                                                    |                       |   | March
31,2003             |      | March
31,2002
|                                                                                                                                    |                       |   |                           |      |              
|                                                                                                                                    |                       |   | (in thousands of dollars,
|                                                                                                                                    |                       |   | except per share data)   
|Net income, as reported                                                                                                             |                       | $ | 3,152                     |      |               | $ | 4,836 |     
|Less: Total stock-based employee
compensation expense determined under
fair value method for all awards, net
of related tax effects |                       |   | (289                      | )    |               |   | (203  | )   
|                                                                                                                                    |                       |   |                           |      |               |   |       |     
|Pro forma net income                                                                                                                |                       | $ | 2,863                     |      |               | $ | 4,633 |     
|                                                                                                                                    |                       |   |                           |      |               |   |       |     
|Earnings per share:                                                                                                                 |                       |   |                           |      |               |   |       |     
|                                                                                                                                    | Basic - as reported   |   | $                         | 0.12 |               |   | $     | 0.19 | 
|                                                                                                                                    | Basic - pro forma     |   | $                         | 0.11 |               |   | $     | 0.18 | 
|                                                                                                                                    | Diluted - as reported |   | $                         | 0.12 |               |   | $     | 0.19 | 
|                                                                                                                                    | Diluted - pro forma   |   | $                         | 0.11 |               |   | $     | 0.18 | 

2. Inventories

Net inventories consist of the following (in thousands of dollars):

|                      |  |           |        |              |  |   |        | 
|--------------------- |  | --------- | ------ | ------------ |  | - | ------ | 
|                      |  | March 31, |        | December 31,
|                      |  | 2003      |        | 2002        
|                      |  |           |        |             
|Finished goods        |  | $         | 13,670 |              |  | $ | 15,804 | 
|Work in process       |  |           | 10,178 |              |  |   | 9,059  | 
|Raw materials         |  |           | 6,384  |              |  |   | 6,794  | 
|Supplies and patterns |  |           | 32,772 |              |  |   | 33,799 | 
|                      |  |           |        |              |  |   |        | 
|                      |  | $         | 63,004 |              |  | $ | 65,456 | 
|                      |  |           |        |              |  |   |        | 

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2003 (Unaudited)

3. Property, Plant and Equipment

Property, plant and equipment consist of the following (in thousands of
dollars):

|                                                                                              |  |           |         |              |  |   |         | 
|--------------------------------------------------------------------------------------------- |  | --------- | ------- | ------------ |  | - | ------- | 
|                                                                                              |  | March 31, |         | December 31,
|                                                                                              |  | 2003      |         | 2002        
|                                                                                              |  |           |         |             
|Land                                                                                          |  | $         | 5,072   |              |  | $ | 5,304   | 
|Buildings and improvements                                                                    |  |           | 134,448 |              |  |   | 135,191 | 
|Machinery and equipment                                                                       |  |           | 513,365 |              |  |   | 510,917 | 
|Construction in progress                                                                      |  |           | 11,642  |              |  |   | 9,595   | 
|                                                                                              |  |           |         |              |  |   |         | 
|Property, plant and equipment, at cost                                                        |  |           | 664,527 |              |  |   | 661,007 | 
|Less: Accumulated depreciation and
foreign industrial development grants,
net of amortization |  |           | 342,483 |              |  |   | 328,973 | 
|                                                                                              |  |           |         |              |  |   |         | 
|Property, plant and equipment, net                                                            |  | $         | 322,044 |              |  | $ | 332,034 | 
|                                                                                              |  |           |         |              |  |   |         | 

4. Goodwill

We have goodwill consisting of costs in excess of net assets acquired of
$217.0 million at both March 31, 2003 and December 31, 2002. On January 1,
2002, we adopted SFAS No. 142, Goodwill and Other Intangible Assets. Under
this statement, goodwill is no longer amortized but is subject to annual
impairment tests (or more frequent tests if impairment indicators arise). As
required under SFAS No. 142, we wrote off negative goodwill of $481,000, net
of taxes, in the first quarter of 2002 as a cumulative effect of a change in
accounting principle. During the second quarter of 2002, we performed our
initial impairment test on our goodwill. In addition, we performed our
annual impairment test as of November 30, 2002. Both tests apply a
combination of valuation techniques including an income method and a market
method. The results of our tests indicated that goodwill is not impaired.

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2003 (Unaudited)

5. Debt

On June 13, 2002, we completed a senior note offering of $175 million. The
notes bear a fixed rate of interest at 9.75% and will mature on June 15, 2009.
Interest is due June 15 and December 15, commencing December 15, 2002. The
notes are unsecured and rank equally with all of our existing and future
unsecured senior debt. The net proceeds of the senior note offering were used
to pay the remaining balance on a bank term loan ($161.7 million) and for
working capital purposes. Debt issuance costs of $5.9 million were capitalized
in connection with the debt offering and are included in other noncurrent
assets in the accompanying balance sheet and are being amortized over seven
years. See note 11 for additional information regarding the senior unsecured
notes.

During the first quarter of 2003, we amended our secured bank revolving credit
agreement. The credit agreement facility was reduced from $300 million to $225
million. In addition, two financial covenants were modified to provide less
restrictive terms.

Long term debt consists of the following (in thousands of dollars):

|                                         |  |           |         |              |  |   |         | 
|---------------------------------------- |  | --------- | ------- | ------------ |  | - | ------- | 
|                                         |  | March 31, |         | December 31,
|                                         |  | 2003      |         | 2002        
|                                         |  |           |         |             
|Revolving credit facility                |  | $         | 71,000  |              |  | $ | 63,000  | 
|Senior notes due 2009                    |  |           | 175,000 |              |  |   | 175,000 | 
|Industrial revenue bonds                 |  |           | 39,700  |              |  |   | 40,200  | 
|Capitalized leases and other debt        |  |           | 1,694   |              |  |   | 1,903   | 
|                                         |  |           |         |              |  |   |         | 
|Total debt                               |  |           | 287,394 |              |  |   | 280,103 | 
|Less: Long term debt due within one year |  |           | 1,511   |              |  |   | 1,567   | 
|                                         |  |           |         |              |  |   |         | 
|Long term debt due after one year        |  | $         | 285,883 |              |  | $ | 278,536 | 
|                                         |  |           |         |              |  |   |         | 

Maturities of long-term debt at March 31, 2003 and for each twelve-month period
thereafter are as follows (in thousands of dollars):

|                           |  |   |         | 
|-------------------------- |  | - | ------- | 
|Twelve-month period ending |  |   |         | 
|March 31, 2004             |  | $ | 1,511   | 
|March 31, 2005             |  |   | 72,434  | 
|March 31, 2006             |  |   | 1,299   | 
|March 31, 2007             |  |   | 2,150   | 
|Thereafter                 |  |   | 210,000 | 
|                           |  |   |         | 
|                           |  | $ | 287,394 | 
|                           |  |   |         | 

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2003 (Unaudited)

6. Derivative Financial Instruments

We enter into various derivative transactions pursuant to our risk management
policies. We do not use derivative financial instruments for trading purposes.

We have an interest rate swap agreement with a notional amount of $50 million
to manage our exposure to the interest rate risk associated with our debt. We
have designated this swap transaction as a cash flow hedge. This hedge is
considered to be perfectly effective. Therefore, the entire change in the fair
value of the swap agreement has been recognized in Other Comprehensive Income
(Loss), and no hedge ineffectiveness is recorded in earnings.

To hedge foreign currency risks, we periodically use over-the-counter forward
contracts. At March 31, 2003, we had outstanding foreign exchange contracts
with a notional amount of $10.9 million (10.0 million Euros) to hedge our
European operations. We have designated these forward contracts as fair value
hedges. The fair value of such foreign exchange contracts was minimal at March
31, 2003.

7. Comprehensive Income

Total comprehensive income consisted of the following (in thousands of
dollars):

|                                        |                                         |   |                    |       |                |   |        |        |  
|--------------------------------------- | --------------------------------------- | - | ------------------ | ----- | -------------- | - | ------ | ------ | -
|                                        |                                         |   | Three months ended
|                                        |                                         |   |                   
|                                        |                                         |   | March 31, 2003     |       | March 31, 2002
|                                        |                                         |   |                    |       |               
|Net income                              |                                         | $ | 3,152              |       |                | $ | 4,836  |       
|Other comprehensive income (loss):      |                                         |   |                    |       |                |   |        |       
|                                        | Fair value of interest rate swap        |   |                    | 372   |                |   |        | 442    |  
|                                        | Foreign currency translation adjustment |   |                    | 1,030 |                |   |        | (1,515 | )
|                                        |                                         |   |                    |       |                |   |        |       
|Total other comprehensive income (loss) |                                         |   | 1,402              |       |                |   | (1,073 | )     
|                                        |                                         |   |                    |       |                |   |        |       
|Total comprehensive income              |                                         | $ | 4,554              |       |                | $ | 3,763  |       
|                                        |                                         |   |                    |       |                |   |        |       

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2003 (Unaudited)

8. Reporting for Business Segments

We individually evaluate the operating performance of our business units.
Under the provisions of SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information, we have aggregated operating segments
that have similar characteristics, including manufacturing processes and raw
materials. The Ferrous Metals segment consists of ferrous foundry operations
and their related machining operations, including the operations of
PortCast-Fundicao Nodular, S.A. (PortCast), our 50% owned Portuguese equity
investment. Our equity in earnings of PortCast in the first quarter of 2003
and 2002 was $260,000 and $175,000, respectively. The Light Metals segment
consists of aluminum, magnesium and zinc casting operations and their related
machining operations. The Corporate and Other segment includes operations
which do not fall within the Ferrous Metals or Light Metals segments, and
includes the corporate business unit and its related expenses and
eliminations. Certain administrative costs such as interest and amortization
are included within the Corporate and Other segment. This information is
displayed in the following table:

|                                         |                                                       |  |         |         |              |  |                           |        |               |            |   |        |       |  |   |         |  
|---------------------------------------- | ----------------------------------------------------- |  | ------- | ------- | ------------ |  | ------------------------- | ------ | ------------- | ---------- | - | ------ | ----- |  | - | ------- | -
|                                         |                                                       |  | Ferrous |         |              |  |                           |        | Corporate and |            |   |        |      
|                                         |                                                       |  | Metals  |         | Light Metals |  | Other                     |        | Consolidated 
|                                         |                                                       |  |         |         |              |  |                           |        |              
|                                         |                                                       |  |         |         |              |  | (in thousands of dollars) |        |               |            |  
|Three-month period ended
March 31, 2003: |                                                       |  |         |         |              |  |                           |        |               |            |   |        |       |  |   |        
|                                         | Net sales                                             |  | $       | 140,388 |              |  | $                         | 62,899 |               |            | $ | 3,817  |       |  | $ | 207,104 |  
|                                         |                                                       |  |         |         |              |  |                           |        |               |            |   |        |       |  |   |        
|                                         | Operating profit (loss)                               |  | $       | 10,084  |              |  | $                         | 4,043  |               |            | $ | (1,556 | )     |  | $ | 12,571  |  
|                                         | Interest expense, net                                 |  |         | (1,000  | )            |  |                           | (1,149 | )             |            |   | (5,331 | )     |  |   | (7,480  | )
|                                         | Other expense, net                                    |  |         |        |              |  |                           |       |               |            |   | (12    | )     |  |   | (12     | )
|                                         | Tax (expense) benefit                                 |  |         | (3,176  | )            |  |                           | (1,172 | )             |            |   | 2,421  |       |  |   | (1,927  | )
|                                         |                                                       |  |         |         |              |  |                           |        |               |            |   |        |       |  |   |        
|                                         |                                                       |  |         |         |              |  |                           |        |               | Net income |   | $      | 3,152 | 
|                                         |                                                       |  |         |         |              |  |                           |        |               |            |   |        |       |  |   |        
|Three-month period ended
March 31, 2002: |                                                       |  |         |         |              |  |                           |        |               |            |   |        |       |  |   |        
|                                         | Net sales                                             |  | $       | 133,637 |              |  | $                         | 69,207 |               |            | $ | 3,252  |       |  | $ | 206,096 |  
|                                         |                                                       |  |         |         |              |  |                           |        |               |            |   |        |       |  |   |        
|                                         | Operating profit (loss)                               |  | $       | 7,717   |              |  | $                         | 6,318  |               |            | $ | (1,517 | )     |  | $ | 12,518  |  
|                                         | Interest expense, net                                 |  |         | (1,414  | )            |  |                           | (1,189 | )             |            |   | (3,751 | )     |  |   | (6,354  | )
|                                         | Other income, net                                     |  |         |        |              |  |                           |       |               |            |   | 546    |       |  |   | 546     |  
|                                         | Tax (expense) benefit                                 |  |         | (2,200  | )            |  |                           | (2,065 | )             |            |   | 1,910  |       |  |   | (2,355  | )
|                                         | Cumulative effect of a
change in accounting
principle |  |         | 481     |              |  |                           |       |               |            |   |       |       |  |   | 481     |  
|                                         |                                                       |  |         |         |              |  |                           |        |               |            |   |        |       |  |   |        
|                                         |                                                       |  |         |         |              |  |                           |        |               | Net income |   | $      | 4,836 | 
|                                         |                                                       |  |         |         |              |  |                           |        |               |            |   |        |       |  |   |        

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2003 (Unaudited)

9. Environmental and Legal Matters

On March 14, 2002, we entered into a Consent Order with the U.S. Environmental
Protection Agency (USEPA), which will require investigation of the nature and
extent of any hazardous waste disposed of at our Radford, Virginia, facilities.
We have entered into this Consent Order in connection with the USEPAs
Corrective Action Program. The Corrective Action Program is being undertaken
on a nationwide basis by USEPA pursuant to the Resource Conservation and
Recovery Act of 1976. The Corrective Action Program requires facilities that
have historically generated or handled hazardous waste to determine whether
those activities have or could adversely affect groundwater or adversely affect
human health. Because we historically disposed of waste material at this site,
it is possible that fines or penalties could be assessed, or that remedial
action could be required, with respect to that on-site disposal. At this time
we cannot predict the amount of potential fines or penalties or the cost of
remedial action, if any.

We are subject to federal, state, local and foreign environmental laws and
regulations concerning, among other things, air emissions, effluent discharges,
storage treatment and disposal of hazardous materials and remediation of
contaminated soil and groundwater. At some of our industrial sites, hazardous
materials have been managed for many years. Consequently, we are subject to
various environmental laws that impose compliance obligations and can create
liability for historical releases of hazardous substances. It is likely that we
will be subject to increasingly stringent environmental standards in the future
(including Maximum Achievable Control Technology standards for our industry and
other requirements under the Clean Air Act Amendments of 1990, storm-water
permit programs and toxic use reduction programs) and that we will be required
to make additional expenditures, which could be significant, relating to
environmental matters on an ongoing basis. The 1990 amendments to the Federal
Clean Air Act and regulations promulgated thereunder are expected to have a
major impact on the compliance cost of many U.S. companies, including foundries
of the type we own. Until federal and state governments adopt final
regulations, including Maximum Achievable Control Technology standards for our
industry, and until we are able to evaluate necessary control measures, it is
not possible to estimate these costs.

We also have current and former operating entities (for which we may be
responsible) that are potentially responsible for cleanup of known
environmental sites. These include third-party-owned sites, as well as sites
that are currently owned, or formerly owned, by us or our subsidiaries. For
known environmental sites, we have accrued $5.5 million to cover estimated
future environmental expenditures. This amount includes a $3.2 million cash
escrow account acquired as a part of the acquisition of Ganton Technologies in
1999 that is being used to fund the clean-up of an inactive property located in
Addison, Illinois. There can be no assurance that costs in excess of these
accruals will not be incurred, or that unknown conditions will not be
discovered that result in material additional expenditures by us for
environmental matters.

On June 14, 2000, the Virginia Department of Environmental Quality issued a
new air emissions permit for our Radford foundry which, as amended on July 23,
2002, requires that new air emission controls be installed in the Radford
foundry and be operational by December 31, 2004. Our best current estimates
are that the cost of these new emission controls will be in the range of $3 to
$5 million, although the cost could be substantially higher than our
estimates. We are evaluating the future business prospects for the Radford
foundry in light of this required capital investment.

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2003 (Unaudited)

9. Environmental and Legal Matters (continued)

We are a party to a number of other legal proceedings associated with
environmental, employment, commercial, product liability and other matters in
the ordinary course of our business. We do not believe that such pending or
threatened legal proceedings to which we are a party, or to which any of our
property is subject, will have a material adverse effect on our consolidated
financial position or results of operations or liquidity, taken as a whole.
It is possible, however, that future results of operations for any particular
quarterly or annual period could be materially affected by changes in our
assumptions related to these proceedings.

10. Earnings per Share

Basic earnings per share is computed by dividing income available to
shareholders of common stock by the weighted average number of common shares
outstanding for the period. The dilutive earnings per share calculation
reflects the assumed exercise of stock options and issuance of unearned
restricted stock.

|                                 |                                                                                                               |   |                            |        |                |   |      |        |  
|-------------------------------- | ------------------------------------------------------------------------------------------------------------- | - | -------------------------- | ------ | -------------- | - | ---- | ------ | -
|                                 |                                                                                                               |   | For the three months ended
|                                 |                                                                                                               |   |                           
|                                 |                                                                                                               |   | March 31, 2003             |        | March 31, 2002
|                                 |                                                                                                               |   |                            |        |               
|                                 |                                                                                                               |   | (in thousands of dollars, 
|                                 |                                                                                                               |   | except per share data)    
|Numerator:                       |                                                                                                               |   |                            |        |                |   |      |       
|                                 | Net income                                                                                                    |   | $                          | 3,152  |                |   | $    | 4,836  |  
|                                 |                                                                                                               |   |                            |        |                |   |      |        |  
|Denominator:                     |                                                                                                               |   |                            |        |                |   |      |       
|                                 | Denominator for basic earnings per share  weighted
average shares                                            |   |                            | 25,547 |                |   |      | 25,410 |  
|                                 | Effect of shares held in deferred compensation plan                                                           |   |                            |       |                |   |      | (12    | )
|                                 |                                                                                                               |   |                            |        |                |   |      |        |  
|                                 | Denominator for basic earnings per share  weighted
average shares                                            |   |                            | 25,547 |                |   |      | 25,398 |  
|                                 |                                                                                                               |   |                            |        |                |   |      |        |  
|                                 | Effect of dilutive securities:                                                                                |   |                            |        |                |   |      |        |  
|                                 | Effect of shares held in deferred compensation plan                                                           |   |                            |       |                |   |      | 12     |  
|                                 | Employee stock options and unearned restricted stock                                                          |   |                            | 129    |                |   |      | 374    |  
|                                 |                                                                                                               |   |                            |        |                |   |      |        |  
|                                 | Denominator for diluted earnings per share 
adjusted weighted average shares and assumed
exercise of options |   |                            | 25,676 |                |   |      | 25,784 |  
|                                 |                                                                                                               |   |                            |        |                |   |      |        |  
|Basic earnings per share         |                                                                                                               | $ | 0.12                       |        |                | $ | 0.19 |       
|                                 |                                                                                                               |   |                            |        |                |   |      |        |  
|Fully diluted earnings per share |                                                                                                               | $ | 0.12                       |        |                | $ | 0.19 |       
|                                 |                                                                                                               |   |                            |        |                |   |      |        |  

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2003 (Unaudited)

11. Supplemental Condensed Consolidating Financial Information

On June 13, 2002, we issued $175 million of senior notes, which will mature in
2009. The senior notes are guaranteed by certain of our domestic wholly-owned
subsidiaries (Combined Guarantor Subsidiaries). The guarantees are
unconditional and joint and several. The senior notes are effectively
subordinated to the secured debt of the Company (Parent). Restrictions
contained in the indenture covering the senior notes include, but are not
limited to, restrictions on incurring additional secured debt, repurchasing of
our capital stock, disposal of assets, affiliate transactions, and transfer of
assets. As of March 31, 2003, the Parent and the Combined Guarantor
Subsidiaries had approximately $109.4 million of secured debt outstanding and
approximately $95.6 million of unused commitments, net of outstanding letters
of credit, under our credit facility. The secured debt of the Parent is also
guaranteed by each of the Combined Guarantor Subsidiaries.

Certain of our domestic subsidiaries (Intermet International, Inc., Intermet
Holding Company, Transnational Indemnity Company, and Western Capital
Corporation) and all of our foreign subsidiaries are not guarantors of the
notes (Combined Non-Guarantor Subsidiaries). The Combined Non-Guarantor
Subsidiaries had approximately $0.3 million of debt outstanding as of March 31,
2003.

Presented below are summarized condensed consolidating financial information
for the Parent, the Combined Guarantor Subsidiaries, the Combined Non-Guarantor
Subsidiaries, and the Company on a consolidated basis as of March 31, 2003 and
December 31, 2002, and for the three months ended March 31, 2003 and 2002.

Investments in subsidiaries are presented using the equity method of
accounting. Separate financial statements of the Combined Guarantor
Subsidiaries are not provided as the condensed consolidating financial
information contained herein provides a more meaningful disclosure to allow
investors to determine the nature of the assets held by and the operations of
the combined group.

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2003 (Unaudited)

|                                    |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |        |  
|----------------------------------- | ------------------------------ | - | --------------------------------- | ------ | ------------ | - | ------------ | ------ | ------------- | - | ------------------------- | --- |  | - | ------ | - |  | - | ------- | ------ | -
|                                    |                                |   | Three months ended March 31, 2003
|                                    |                                |   |                                  
|                                    |                                |   |                                   |        |              |   | Combined     |        | Combined      |   |                           |     |  |   |        |   | 
|                                    |                                |   |                                   |        |              |   | Guarantor    |        | Non-Guarantor |   |                           |     |  |   |        |   | 
|                                    |                                |   | Parent                            |        | Subsidiaries |   | Subsidiaries |        | Eliminations  |   | Consolidated             
|                                    |                                |   |                                   |        |              |   |              |        |               |   |                          
|                                    |                                |   |                                   |        |              |   |              |        |               |   | (in thousands of dollars) |     |  |   |       
|INCOME STATEMENT DATA               |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       
|Net sales                           |                                | $ |                                  |        |              | $ | 185,550      |        |               | $ | 26,967                    |     |  | $ | (5,413 | ) |  | $ | 207,104 |       
|Cost of sales                       |                                |   |                                  |        |              |   | 167,167      |        |               |   | 24,068                    |     |  |   | (5,413 | ) |  |   | 185,822 |       
|                                    |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       
|Gross profit                        |                                |   |                                  |        |              |   | 18,383       |        |               |   | 2,899                     |     |  |   |       |   |  |   | 21,282  |       
|Selling, general and administrative |                                |   | 1,266                             |        |              |   | 5,484        |        |               |   | 1,872                     |     |  |   | 223    |   |  |   | 8,845   |       
|Other operating (income) expenses   |                                |   | 50                                |        |              |   | 10           |        |               |   | 29                        |     |  |   | (223   | ) |  |   | (134    | )     
|                                    |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       
|Operating (loss) profit             |                                |   | (1,316                            | )      |              |   | 12,889       |        |               |   | 998                       |     |  |   |       |   |  |   | 12,571  |       
|Other income and expenses:          |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       
|                                    | Interest (expense) income, net |   |                                   | (5,244 | )            |   |              | (2,321 | )             |   |                           | 85  |  |   |        |  |  |   |         | (7,480 | )
|                                    | Other (expense) income, net    |   |                                   | (218   | )            |   |              | 5      |               |   |                           | 201 |  |   |        |  |  |   |         | (12    | )
|                                    |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       
|(Loss) income before income taxes   |                                |   | (6,778                            | )      |              |   | 10,573       |        |               |   | 1,284                     |     |  |   |       |   |  |   | 5,079   |       
|Income tax (benefit) expense        |                                |   | (2,383                            | )      |              |   | 4,137        |        |               |   | 173                       |     |  |   |       |   |  |   | 1,927   |       
|                                    |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       
|Net (loss) income                   |                                | $ | (4,395                            | )      |              | $ | 6,436        |        |               | $ | 1,111                     |     |  | $ |       |   |  | $ | 3,152   |       
|                                    |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2003 (Unaudited)

|                                                                             |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |        |  
|---------------------------------------------------------------------------- | ------------------------------ | - | --------------------------------- | ------ | ------------ | - | ------------ | ------ | ------------- | - | ------------------------- | --- |  | - | ------ | - |  | - | ------- | ------ | -
|                                                                             |                                |   | Three months ended March 31, 2002
|                                                                             |                                |   |                                  
|                                                                             |                                |   |                                   |        |              |   | Combined     |        | Combined      |   |                           |     |  |   |        |   | 
|                                                                             |                                |   |                                   |        |              |   | Guarantor    |        | Non-Guarantor |   |                           |     |  |   |        |   | 
|                                                                             |                                |   | Parent                            |        | Subsidiaries |   | Subsidiaries |        | Eliminations  |   | Consolidated             
|                                                                             |                                |   |                                   |        |              |   |              |        |               |   |                          
|                                                                             |                                |   |                                   |        |              |   |              |        |               |   | (in thousands of dollars) |     |  |   |       
|INCOME STATEMENT DATA                                                        |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       
|Net sales                                                                    |                                | $ |                                  |        |              | $ | 186,936      |        |               | $ | 22,303                    |     |  | $ | (3,143 | ) |  | $ | 206,096 |       
|Cost of sales                                                                |                                |   | 19                                |        |              |   | 169,511      |        |               |   | 19,181                    |     |  |   | (3,134 | ) |  |   | 185,577 |       
|                                                                             |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       
|Gross (loss) profit                                                          |                                |   | (19                               | )      |              |   | 17,425       |        |               |   | 3,122                     |     |  |   | (9     | ) |  |   | 20,519  |       
|Selling, general and administrative                                          |                                |   | 817                               |        |              |   | 5,439        |        |               |   | 1,614                     |     |  |   | 190    |   |  |   | 8,060   |       
|Other operating (income) expenses                                            |                                |   | 64                                |        |              |   | (10          | )      |               |   | 77                        |     |  |   | (190   | ) |  |   | (59     | )     
|                                                                             |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       
|Operating (loss) profit                                                      |                                |   | (900                              | )      |              |   | 11,996       |        |               |   | 1,431                     |     |  |   | (9     | ) |  |   | 12,518  |       
|Other income and expenses:                                                   |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       
|                                                                             | Interest (expense) income, net |   |                                   | (3,670 | )            |   |              | (2,732 | )             |   |                           | 48  |  |   |        |  |  |   |         | (6,354 | )
|                                                                             | Other income, net              |   |                                   |       |              |   |              | 197    |               |   |                           | 349 |  |   |        |  |  |   |         | 546    |  
|                                                                             |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       
|(Loss) income before income taxes                                            |                                |   | (4,570                            | )      |              |   | 9,461        |        |               |   | 1,828                     |     |  |   | (9     | ) |  |   | 6,710   |       
|Income tax (benefit) expense                                                 |                                |   | (1,738                            | )      |              |   | 3,785        |        |               |   | 308                       |     |  |   |       |   |  |   | 2,355   |       
|                                                                             |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       
|Net (loss) income before cumulative effect of change
in accounting principle |                                |   | (2,832                            | )      |              |   | 5,676        |        |               |   | 1,520                     |     |  |   | (9     | ) |  |   | 4,355   |       
|Cumulative effect of change in accounting principle,
net of tax              |                                |   |                                  |        |              |   |             |        |               |   | 481                       |     |  |   |       |   |  |   | 481     |       
|                                                                             |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       
|Net (loss) income                                                            |                                | $ | (2,832                            | )      |              | $ | 5,676        |        |               | $ | 2,001                     |     |  | $ | (9     | ) |  | $ | 4,836   |       
|                                                                             |                                |   |                                   |        |              |   |              |        |               |   |                           |     |  |   |        |   |  |   |         |       

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2003 (Unaudited)

|                                           |                                    |   |                      |         |              |   |              |         |               |   |                           |         |   |   |          |          |   |   |         |         | 
|------------------------------------------ | ---------------------------------- | - | -------------------- | ------- | ------------ | - | ------------ | ------- | ------------- | - | ------------------------- | ------- | - | - | -------- | -------- | - | - | ------- | ------- | 
|                                           |                                    |   | As of March 31, 2003
|                                           |                                    |   |                     
|                                           |                                    |   |                      |         |              |   | Combined     |         | Combined      |   |                           |         |   |   |          |          |  
|                                           |                                    |   |                      |         |              |   | Guarantor    |         | Non-Guarantor |   |                           |         |   |   |          |          |  
|                                           |                                    |   | Parent               |         | Subsidiaries |   | Subsidiaries |         | Eliminations  |   | Consolidated             
|                                           |                                    |   |                      |         |              |   |              |         |               |   |                          
|                                           |                                    |   |                      |         |              |   |              |         |               |   | (in thousands of dollars) |         |   |   |         
|BALANCE SHEET DATA                         |                                    |   |                      |         |              |   |              |         |               |   |                           |         |   |   |          |          |   |   |         |        
|ASSETS                                     |                                    |   |                      |         |              |   |              |         |               |   |                           |         |   |   |          |          |   |   |         |        
|Current assets:                            |                                    |   |                      |         |              |   |              |         |               |   |                           |         |   |   |          |          |   |   |         |        
|                                           | Cash and cash equivalents          |   | $                    | (69     | )            |   | $            | 957     |               |   | $                         | 4,456   |   |   | $        |         |   |   | $       | 5,344   | 
|                                           | Accounts receivable, net           |   |                      | 42      |              |   |              | 79,367  |               |   |                           | 27,110  |   |   |          |         |   |   |         | 106,519 | 
|                                           | Inventories                        |   |                      |        |              |   |              | 55,857  |               |   |                           | 7,206   |   |   |          | (59      | ) |   |         | 63,004  | 
|                                           | Other current assets               |   |                      | 23,426  |              |   |              | 2,028   |               |   |                           | 581     |   |   |          | 1        |   |   |         | 26,036  | 
|                                           |                                    |   |                      |         |              |   |              |         |               |   |                           |         |   |   |          |          |   |   |         |         | 
|                                           | Total current assets               |   |                      | 23,399  |              |   |              | 138,209 |               |   |                           | 39,353  |   |   |          | (58      | ) |   |         | 200,903 | 
|Property, plant and equipment, net         |                                    |   | 4,502                |         |              |   | 286,472      |         |               |   | 30,536                    |         |   |   | 534      |          |   |   | 322,044 |        
|Other assets:                              |                                    |   |                      |         |              |   |              |         |               |   |                           |         |   |   |          |          |   |   |         |        
|                                           | Goodwill                           |   |                      |        |              |   |              | 217,016 |               |   |                           |        |   |   |          |         |   |   |         | 217,016 | 
|                                           | Other noncurrent assets            |   |                      | 19,039  |              |   |              | 4,505   |               |   |                           | 11,432  |   |   |          | 1,443    |   |   |         | 36,419  | 
|                                           | Intercompany, net                  |   |                      | (38,527 | )            |   |              | 68,633  |               |   |                           | (31,657 | ) |   |          | 1,551    |   |   |         |        | 
|                                           | Investments in subsidiaries        |   |                      | 601,291 |              |   |              |        |               |   |                           |        |   |   |          | (601,291 | ) |   |         |        | 
|                                           |                                    |   |                      |         |              |   |              |         |               |   |                           |         |   |   |          |          |   |   |         |         | 
|Total assets                               |                                    | $ | 609,704              |         |              | $ | 714,835      |         |               | $ | 49,664                    |         |   | $ | (597,821 | )        |   | $ | 776,382 |        
|                                           |                                    |   |                      |         |              |   |              |         |               |   |                           |         |   |   |          |          |   |   |         |         | 
|LIABILITIES AND SHAREHOLDERS EQUITY       |                                    |   |                      |         |              |   |              |         |               |   |                           |         |   |   |          |          |   |   |         |        
|Current liabilities:                       |                                    |   |                      |         |              |   |              |         |               |   |                           |         |   |   |          |          |   |   |         |        
|                                           | Accounts payable                   |   | $                    | 1,416   |              |   | $            | 64,374  |               |   | $                         | 6,282   |   |   | $        | (314     | ) |   | $       | 71,758  | 
|                                           | Accrued liabilities                |   |                      | 20,701  |              |   |              | 40,648  |               |   |                           | 4,588   |   |   |          | 121      |   |   |         | 66,058  | 
|                                           | Long-term debt due within one year |   |                      | 350     |              |   |              | 1,073   |               |   |                           | 88      |   |   |          |         |   |   |         | 1,511   | 
|                                           |                                    |   |                      |         |              |   |              |         |               |   |                           |         |   |   |          |          |   |   |         |         | 
|                                           | Total current liabilities          |   |                      | 22,467  |              |   |              | 106,095 |               |   |                           | 10,958  |   |   |          | (193     | ) |   |         | 139,327 | 
|Long-term debt due after one year          |                                    |   | 248,350              |         |              |   | 37,357       |         |               |   | 176                       |         |   |   |         |          |   |   | 285,883 |        
|Retirement benefits                        |                                    |   | 70,822               |         |              |   | 5,747        |         |               |   |                          |         |   |   |         |          |   |   | 76,569  |        
|Other noncurrent liabilities               |                                    |   | 7,015                |         |              |   | 6,667        |         |               |   | (876                      | )       |   |   | 747      |          |   |   | 13,553  |        
|                                           |                                    |   |                      |         |              |   |              |         |               |   |                           |         |   |   |          |          |   |   |         |         | 
|                                           | Total noncurrent liabilities       |   |                      | 326,187 |              |   |              | 49,771  |               |   |                           | (700    | ) |   |          | 747      |   |   |         | 376,005 | 
|Shareholders equity                       |                                    |   | 261,050              |         |              |   | 558,969      |         |               |   | 39,406                    |         |   |   | (598,375 | )        |   |   | 261,050 |        
|                                           |                                    |   |                      |         |              |   |              |         |               |   |                           |         |   |   |          |          |   |   |         |         | 
|Total liabilities and shareholders equity |                                    | $ | 609,704              |         |              | $ | 714,835      |         |               | $ | 49,664                    |         |   | $ | (597,821 | )        |   | $ | 776,382 |        
|                                           |                                    |   |                      |         |              |   |              |         |               |   |                           |         |   |   |          |          |   |   |         |         | 

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2003 (Unaudited)

|                                           |                                    |   |                         |         |              |   |                           |         |               |   |              |         |   |   |          |          |   |   |         |         | 
|------------------------------------------ | ---------------------------------- | - | ----------------------- | ------- | ------------ | - | ------------------------- | ------- | ------------- | - | ------------ | ------- | - | - | -------- | -------- | - | - | ------- | ------- | 
|                                           |                                    |   | As of December 31, 2002
|                                           |                                    |   |                        
|                                           |                                    |   |                         |         |              |   | Combined                  |         | Combined      |   |              |         |   |   |          |          |  
|                                           |                                    |   |                         |         |              |   | Guarantor                 |         | Non-Guarantor |   |              |         |   |   |          |          |  
|                                           |                                    |   | Parent                  |         | Subsidiaries |   | Subsidiaries              |         | Eliminations  |   | Consolidated
|                                           |                                    |   |                         |         |              |   |                           |         |               |   |             
|                                           |                                    |   |                         |         |              |   | (in thousands of dollars) |         |               |   |             
|BALANCE SHEET DATA                         |                                    |   |                         |         |              |   |                           |         |               |   |              |         |   |   |          |          |   |   |         |        
|ASSETS                                     |                                    |   |                         |         |              |   |                           |         |               |   |              |         |   |   |          |          |   |   |         |        
|Current assets:                            |                                    |   |                         |         |              |   |                           |         |               |   |              |         |   |   |          |          |   |   |         |        
|                                           | Cash and cash equivalents          |   | $                       | 1,122   |              |   | $                         | 167     |               |   | $            | 2,009   |   |   | $        |         |   |   | $       | 3,298   | 
|                                           | Accounts receivable, net           |   |                         | 162     |              |   |                           | 63,336  |               |   |              | 23,281  |   |   |          |         |   |   |         | 86,779  | 
|                                           | Inventories                        |   |                         |        |              |   |                           | 57,376  |               |   |              | 8,139   |   |   |          | (59      | ) |   |         | 65,456  | 
|                                           | Other current assets               |   |                         | 21,291  |              |   |                           | 2,901   |               |   |              | 682     |   |   |          | 1        |   |   |         | 24,875  | 
|                                           |                                    |   |                         |         |              |   |                           |         |               |   |              |         |   |   |          |          |   |   |         |         | 
|                                           | Total current assets               |   |                         | 22,575  |              |   |                           | 123,780 |               |   |              | 34,111  |   |   |          | (58      | ) |   |         | 180,408 | 
|Property, plant and equipment, net         |                                    |   | 4,598                   |         |              |   | 294,781                   |         |               |   | 32,112       |         |   |   | 543      |          |   |   | 332,034 |        
|Other assets:                              |                                    |   |                         |         |              |   |                           |         |               |   |              |         |   |   |          |          |   |   |         |        
|                                           | Goodwill                           |   |                         |        |              |   |                           | 217,016 |               |   |              |        |   |   |          |         |   |   |         | 217,016 | 
|                                           | Other noncurrent assets            |   |                         | 18,749  |              |   |                           | 3,867   |               |   |              | 10,581  |   |   |          | 1,443    |   |   |         | 34,640  | 
|                                           | Intercompany, net                  |   |                         | (40,038 | )            |   |                           | 63,759  |               |   |              | (25,323 | ) |   |          | 1,602    |   |   |         |        | 
|                                           | Investments in subsidiaries        |   |                         | 592,765 |              |   |                           |        |               |   |              |        |   |   |          | (592,765 | ) |   |         |        | 
|                                           |                                    |   |                         |         |              |   |                           |         |               |   |              |         |   |   |          |          |   |   |         |         | 
|Total assets                               |                                    | $ | 598,649                 |         |              | $ | 703,203                   |         |               | $ | 51,481       |         |   | $ | (589,235 | )        |   | $ | 764,098 |        
|                                           |                                    |   |                         |         |              |   |                           |         |               |   |              |         |   |   |          |          |   |   |         |         | 
|LIABILITIES AND SHAREHOLDERS EQUITY       |                                    |   |                         |         |              |   |                           |         |               |   |              |         |   |   |          |          |   |   |         |        
|Current liabilities:                       |                                    |   |                         |         |              |   |                           |         |               |   |              |         |   |   |          |          |   |   |         |        
|                                           | Accounts payable                   |   | $                       | 2,462   |              |   | $                         | 63,399  |               |   | $            | 5,337   |   |   | $        | (265     | ) |   | $       | 70,933  | 
|                                           | Accrued liabilities                |   |                         | 19,603  |              |   |                           | 34,480  |               |   |              | 11,041  |   |   |          | 81       |   |   |         | 65,205  | 
|                                           | Long-term debt due within one year |   |                         | 350     |              |   |                           | 1,107   |               |   |              | 110     |   |   |          |         |   |   |         | 1,567   | 
|                                           |                                    |   |                         |         |              |   |                           |         |               |   |              |         |   |   |          |          |   |   |         |         | 
|                                           | Total current liabilities          |   |                         | 22,415  |              |   |                           | 98,986  |               |   |              | 16,488  |   |   |          | (184     | ) |   |         | 137,705 | 
|Long-term debt due after one year          |                                    |   | 240,350                 |         |              |   | 37,974                    |         |               |   | 212          |         |   |   |         |          |   |   | 278,536 |        
|Retirement benefits                        |                                    |   | 70,812                  |         |              |   | 6,759                     |         |               |   |             |         |   |   |         |          |   |   | 77,571  |        
|Other noncurrent liabilities               |                                    |   | 7,503                   |         |              |   | 6,955                     |         |               |   | (2,488       | )       |   |   | 747      |          |   |   | 12,717  |        
|                                           |                                    |   |                         |         |              |   |                           |         |               |   |              |         |   |   |          |          |   |   |         |         | 
|                                           | Total noncurrent liabilities       |   |                         | 318,665 |              |   |                           | 51,688  |               |   |              | (2,276  | ) |   |          | 747      |   |   |         | 368,824 | 
|Shareholders equity                       |                                    |   | 257,569                 |         |              |   | 552,529                   |         |               |   | 37,269       |         |   |   | (589,798 | )        |   |   | 257,569 |        
|                                           |                                    |   |                         |         |              |   |                           |         |               |   |              |         |   |   |          |          |   |   |         |         | 
|Total liabilities and shareholders equity |                                    | $ | 598,649                 |         |              | $ | 703,203                   |         |               | $ | 51,481       |         |   | $ | (589,235 | )        |   | $ | 764,098 |        
|                                           |                                    |   |                         |         |              |   |                           |         |               |   |              |         |   |   |          |          |   |   |         |         | 

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2003 (Unaudited)

|                                                             |                                            |   |                                   |        |              |   |                           |        |               |   |              |       |   |   |   |   |  |   |        |        |  
|------------------------------------------------------------ | ------------------------------------------ | - | --------------------------------- | ------ | ------------ | - | ------------------------- | ------ | ------------- | - | ------------ | ----- | - | - | - | - |  | - | ------ | ------ | -
|                                                             |                                            |   | Three months ended March 31, 2003
|                                                             |                                            |   |                                  
|                                                             |                                            |   |                                   |        |              |   | Combined                  |        | Combined      |   |              |       |   |   |   |   | 
|                                                             |                                            |   |                                   |        |              |   | Guarantor                 |        | Non-Guarantor |   |              |       |   |   |   |   | 
|                                                             |                                            |   | Parent                            |        | Subsidiaries |   | Subsidiaries              |        | Eliminations  |   | Consolidated
|                                                             |                                            |   |                                   |        |              |   |                           |        |               |   |             
|                                                             |                                            |   |                                   |        |              |   | (in thousands of dollars) |        |               |   |             
|CASH FLOW DATA                                               |                                            |   |                                   |        |              |   |                           |        |               |   |              |       |   |   |   |   |  |   |        |       
|Net cash (used in) provided by operating
activities          |                                            | $ | (6,091                            | )      |              | $ | 3,975                     |        |               | $ | 1,738        |       |   | $ |  |   |  | $ | (378   | )     
|Investing activities:                                        |                                            |   |                                   |        |              |   |                           |        |               |   |              |       |   |   |   |   |  |   |        |       
|                                                             | Additions to property, plant and
equipment |   |                                   | (142   | )            |   |                           | (2,534 | )             |   |              | (27   | ) |   |   |  |  |   |        | (2,703 | )
|                                                             |                                            |   |                                   |        |              |   |                           |        |               |   |              |       |   |   |   |   |  |   |        |       
|Net cash used in investing activities                        |                                            |   | (142                              | )      |              |   | (2,534                    | )      |               |   | (27          | )     |   |   |  |   |  |   | (2,703 | )     
|Financing activities:                                        |                                            |   |                                   |        |              |   |                           |        |               |   |              |       |   |   |   |   |  |   |        |       
|                                                             | Net increase in revolving credit facility  |   |                                   | 8,000  |              |   |                           |       |               |   |              |      |   |   |   |  |  |   |        | 8,000  |  
|                                                             | Net (decrease) increase in other debts     |   |                                   | (1,551 | )            |   |                           | (651   | )             |   |              | 1,480 |   |   |   |  |  |   |        | (722   | )
|                                                             | Payments of revolving credit facility
fees |   |                                   | (405   | )            |   |                           |       |               |   |              |      |   |   |   |  |  |   |        | (405   | )
|                                                             | Dividends paid                             |   |                                   | (1,020 | )            |   |                           |       |               |   |              |      |   |   |   |  |  |   |        | (1,020 | )
|                                                             | Issuance of common stock                   |   |                                   | 18     |              |   |                           |       |               |   |              |      |   |   |   |  |  |   |        | 18     |  
|                                                             |                                            |   |                                   |        |              |   |                           |        |               |   |              |       |   |   |   |   |  |   |        |       
|Net cash provided by (used in) financing
activities          |                                            |   | 5,042                             |        |              |   | (651                      | )      |               |   | 1,480        |       |   |   |  |   |  |   | 5,871  |       
|Effect of exchange rate changes on cash
and cash equivalents |                                            |   |                                  |        |              |   |                          |        |               |   | (744         | )     |   |   |  |   |  |   | (744   | )     
|                                                             |                                            |   |                                   |        |              |   |                           |        |               |   |              |       |   |   |   |   |  |   |        |       
|Net (decrease) increase in cash and cash
equivalents         |                                            | $ | (1,191                            | )      |              | $ | 790                       |        |               | $ | 2,447        |       |   | $ |  |   |  | $ | 2,046  |       
|                                                             |                                            |   |                                   |        |              |   |                           |        |               |   |              |       |   |   |   |   |  |   |        |       

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2003 (Unaudited)

|                                                             |                                                     |   |                                   |         |              |   |                           |        |               |   |              |      |   |   |   |   |  |   |         |         |  
|------------------------------------------------------------ | --------------------------------------------------- | - | --------------------------------- | ------- | ------------ | - | ------------------------- | ------ | ------------- | - | ------------ | ---- | - | - | - | - |  | - | ------- | ------- | -
|                                                             |                                                     |   | Three months ended March 31, 2002
|                                                             |                                                     |   |                                  
|                                                             |                                                     |   |                                   |         |              |   | Combined                  |        | Combined      |   |              |      |   |   |   |   | 
|                                                             |                                                     |   |                                   |         |              |   | Guarantor                 |        | Non-Guarantor |   |              |      |   |   |   |   | 
|                                                             |                                                     |   | Parent                            |         | Subsidiaries |   | Subsidiaries              |        | Eliminations  |   | Consolidated
|                                                             |                                                     |   |                                   |         |              |   |                           |        |               |   |             
|                                                             |                                                     |   |                                   |         |              |   | (in thousands of dollars) |        |               |   |             
|CASH FLOW DATA                                               |                                                     |   |                                   |         |              |   |                           |        |               |   |              |      |   |   |   |   |  |   |         |        
|Net cash provided by (used in) operating
activities          |                                                     | $ | 35,577                            |         |              | $ | 2,954                     |        |               | $ | (9,540       | )    |   | $ |  |   |  | $ | 28,991  |        
|Investing activities:                                        |                                                     |   |                                   |         |              |   |                           |        |               |   |              |      |   |   |   |   |  |   |         |        
|                                                             | Additions to property, plant and
equipment          |   |                                   | (80     | )            |   |                           | (1,263 | )             |   |              | (252 | ) |   |   |  |  |   |         | (1,595  | )
|                                                             | Proceeds from sale of property, plant
and equipment |   |                                   |        |              |   |                           | 169    |               |   |              |     |   |   |   |  |  |   |         | 169     |  
|                                                             |                                                     |   |                                   |         |              |   |                           |        |               |   |              |      |   |   |   |   |  |   |         |        
|Net cash used in investing activities                        |                                                     |   | (80                               | )       |              |   | (1,094                    | )      |               |   | (252         | )    |   |   |  |   |  |   | (1,426  | )      
|Financing activities:                                        |                                                     |   |                                   |         |              |   |                           |        |               |   |              |      |   |   |   |   |  |   |         |        
|                                                             | Net decrease in revolving credit facility           |   |                                   | (41,500 | )            |   |                           |       |               |   |              |     |   |   |   |  |  |   |         | (41,500 | )
|                                                             | Repayment of term loan                              |   |                                   | (10,000 | )            |   |                           |       |               |   |              |     |   |   |   |  |  |   |         | (10,000 | )
|                                                             | Proceeds from an unsecured note                     |   |                                   | 15,000  |              |   |                           |       |               |   |              |     |   |   |   |  |  |   |         | 15,000  |  
|                                                             | Repayments of other debts                           |   |                                   | (408    | )            |   |                           | (256   | )             |   |              | (57  | ) |   |   |  |  |   |         | (721    | )
|                                                             | Dividends paid                                      |   |                                   | (1,017  | )            |   |                           |       |               |   |              |     |   |   |   |  |  |   |         | (1,017  | )
|                                                             | Purchase of common stock                            |   |                                   | (4      | )            |   |                           |       |               |   |              |     |   |   |   |  |  |   |         | (4      | )
|                                                             |                                                     |   |                                   |         |              |   |                           |        |               |   |              |      |   |   |   |   |  |   |         |        
|Net cash used in financing activities                        |                                                     |   | (37,929                           | )       |              |   | (256                      | )      |               |   | (57          | )    |   |   |  |   |  |   | (38,242 | )      
|Effect of exchange rate changes on cash
and cash equivalents |                                                     |   |                                  |         |              |   |                          |        |               |   | (681         | )    |   |   |  |   |  |   | (681    | )      
|                                                             |                                                     |   |                                   |         |              |   |                           |        |               |   |              |      |   |   |   |   |  |   |         |        
|Net (decrease) increase in cash and cash
equivalents         |                                                     | $ | (2,432                            | )       |              | $ | 1,604                     |        |               | $ | (10,530      | )    |   | $ |  |   |  | $ | (11,358 | )      
|                                                             |                                                     |   |                                   |         |              |   |                           |        |               |   |              |      |   |   |   |   |  |   |         |        

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2003 (Unaudited)

12. Related Party Transactions

We receive management and technical support fees from PortCast-Fundicao
Nodular, S.A. (PortCast), our 50% owned Portuguese joint venture, for
providing administrative service and technical support to them. These fees are
reviewed by PortCast and us annually. We also have outstanding interest-bearing
loan and other receivables from PortCast, mainly comprising management and
technical support fees receivables and advances made to finance PortCasts
operations. Interest rates on these loan and other receivables range from
three-month European Interbank Offered Rate (EURIBOR) plus 0.8% to
three-month EURIBOR plus 1.0%.

The related party transactions with PortCast are summarized as follows:

|                      |  |                              |     |      |  |   |    | 
|--------------------- |  | ---------------------------- | --- | ---- |  | - | -- | 
|                      |  | Three months ended March 31,
|                      |  |                             
|                      |  | 2003                         |     | 2002
|                      |  |                              |     |     
|Management fee        |  | $                            | 81  |      |  | $ | 62 | 
|Technical support fee |  |                              | 105 |      |  |   | 81 | 
|Interest income       |  |                              | 49  |      |  |   | 32 | 

|                 |  |                |       |                   |  |   |       | 
|---------------- |  | -------------- | ----- | ----------------- |  | - | ----- | 
|                 |  | March 31, 2003 |       | December 31, 2002
|                 |  |                |       |                  
|Loan receivable  |  | $              | 844   |                   |  | $ | 812   | 
|Other receivable |  |                | 4,546 |                   |  |   | 4,144 | 

There were no other material transactions with, or material balances due to or
from, any other related party.

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

Managements Discussion and Analysis of Financial Condition and Results of
Operations and the Quantitative and Qualitative Disclosures about Market Risk
contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. When used in these sections, the words
anticipate, believe, estimate and expect and similar expressions are
generally intended to identify forward-looking statements. Readers are
cautioned that any forward-looking statements, including statements regarding
the intent, belief or current expectations of INTERMET or its management, are
not guarantees of future performance and involve risks and uncertainties.
Actual results may differ materially from those in the forward-looking
statements as a result of various factors including, but not limited to:



| |  | General economic conditions, including any downturn in the markets in which we operate                                                                                                             
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Fluctuations in worldwide or regional automobile and light- and heavy-truck production, which directly affect demand for
our products                                                              
| 
| |  | Changes in procurement practices and policies of our customers for automotive components, including the risk of the loss of
any of our major customers                                             
| 
| |  | Pricing practices of our customers, including demands for price concessions as a condition to retaining current business or
obtaining new business                                                 
| 
| |  | Deterioration in the market share of any of our major customers                                                                                                                                    
| 
| |  | Fluctuations in foreign currency exchange rates                                                                                                                                                    
| 
| |  | Fluctuations in interest rates that may affect our borrowing costs                                                                                                                                 
| 
| |  | Fluctuations in the cost of raw materials, including the cost of energy, aluminum, magnesium and scrap steel, and our
ability, if any, to pass those costs on to our customers                     
| 
| |  | Work stoppages or other labor disputes that could disrupt production at our facilities or those of our customers                                                                                   
| 
| |  | Factors or presently unknown circumstances that may affect the charges related to the impairment of our long-lived assets                                                                          
| 
| |  | Changes in environmental regulations to which we are subject, including Maximum Achievable Control Technology standards
applicable to the foundry industry, and our ability to meet these standards
| 
| |  | Our ability to meet the financial covenants set forth in our debt agreements, and our ability to negotiate less restrictive
covenants if necessary                                                 
| 
| |  | Other risks as detailed from time to time in our filings with the Securities and Exchange Commission                                                                                               

We do not intend to update these forward-looking statements.

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Material Changes in Financial Condition, Liquidity and Capital Resources

Through the first quarter of 2003 net cash used in operations totaled $0.4
million compared to net cash provided by operations of $29.0 million for the
same period last year. Depreciation and amortization expense for the three
months ended March 31, 2003 and 2002 was $13.0 million and $12.4 million,
respectively. For the three months ended March 31, 2003, after adjusted for
the effect of exchange rates, accounts receivable increased by $18.8 million
while inventory decreased by $2.8 million. The increase in accounts
receivable is a result of higher sales volume in the first quarter of 2003 as
compared to the last quarter of 2002 in which sales were lower due to fewer
working days. For the three months ended March 31, 2003, after adjusted for
the effect of exchange rates, accounts payable increased by $0.6 million while
accrued liabilities increased by $1.2 million. The increase in accrued
liabilities is due to accrued interest on our outstanding debt during the three
months ended March 31, 2003. During the first quarter of 2003 we spent $2.7
million for the purchase of property, plant and equipment. Borrowings under our
bank revolving credit facility increased by $8.0 million during the first three
months of 2003. Additionally, we paid $1.0 million in dividends during the
first three months of 2003. The Company has committed capital not yet spent of
approximately $3.5 million as of March 31, 2003. We anticipate that the funds
needed for the committed capital spending will come from operations.

During the first quarter of 2003, we amended our revolving credit agreement.
The credit agreement facility was reduced from $300 million to $225 million,
of which $71 million is outstanding as of March 31, 2003. In addition, two
financial covenants were modified to provide less restrictive terms. The
secured bank revolving credit facility expires on November 5, 2004. In
addition, as of March 31, 2003, we had outstanding unsecured senior notes of
$175 million and other debt of approximately $41.4 million. The senior notes
will be due on June 15, 2009. At March 31, 2003, we had committed and
uncommitted bank credit facilities with unused borrowing capacity of $100.6
million. However, due to loan covenants restrictions, our borrowing
availability at March 31, 2003 was $44.5 million.

We were in compliance with our revolving credit agreement covenants as of March
31, 2003. The revolving credit agreement financial covenant ratios as of March
31, 2003 are provided below.

|                                                     |  |             |          |        |  |   |          | 
|---------------------------------------------------- |  | ----------- | -------- | ------ |  | - | -------- | 
|Financial Covenant                                   |  | Requirement |          | Actual
|                                                     |  |             |          |       
|Fixed charge coverage ratio                          |  | >           | 1.00 : 1 |        |  |   | 2.61 : 1 | 
|Consolidated EBITDA to
consolidated interest expense |  | >           | 2.50 : 1 |        |  |   | 3.05:  1 | 
|Funded debt to consolidated EBITDA                   |  | <           | 4.00 : 1 |        |  |   | 3.49 : 1 | 
|Capital expenditures (in thousands of dollars)       |  | <$          | 50,000   |        |  | $ | 10,480   | 

These ratios are calculated based on the last twelve months activities. EBITDA
is defined in our revolving credit agreement and is generally calculated as the
sum of net income (excluding certain non-cash charges), income taxes, interest
expense, and depreciation and amortization. EBITDA is adjusted for
acquisitions and dispositions. EBITDA is not a measure prepared in
accordance with accounting principles generally accepted in the United States,
but is being presented because we use it to evaluate our operating performance
relative to our revolving credit agreement. EBITDA should not be considered a
substitute for income from operations, net income, cash flows or other measures
of financial performance prepared in accordance with accounting principles
generally accepted in the United States.

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Material Changes in Results of Operations  Three months ended March 31, 2003

Sales for the first quarter of 2003 were $207.1 million, an increase of $1.0
million or 0.5% as compared to sales in the same period in 2002 of $206.1
million. The increase in sales is attributable mainly to the favorable effect
of Euro exchange rates on our European sales. Ferrous Metals segment sales were
$140.4 million during the first quarter of 2003 compared to $133.6 million for
the same period last year, representing an increase in sales of $6.8 million or
5.1%. The increase in sales is attributable mainly to favorable foreign
currency exchange rates on European sales and an axle carrier program launched
in the third quarter of 2002. Light Metals segment sales were $62.9 million
during the first quarter of 2003, a decrease of $6.3 million or 9.1% compared
to $69.2 million during the first quarter of 2002. The decrease in sales is
attributable mainly to the loss of certain engine valve covers business and
price reduction on certain programs.

Domestic sales for the first quarter were $180.1 million, a decrease of $3.7
million or 2.0% as compared to domestic sales of $183.8 million for the same
period last year, primarily due to loss of certain engine valve covers business
and price reductions. European sales during the three months ended March 31,
2003 were $27.0 million, an increase of $4.7 million or 21.1% as compared to
European sales of $22.3 million for the same period last year. The increase in
European sales is primarily due to favorable currency exchange rates.

Gross profit for the three months ended March 31, 2003 and 2002 was $21.3
million and $20.5 million, respectively. Gross profit as a percentage of sales
for the three months ended March 31, 2003 and 2002 was 10.3% and 9.9%,
respectively. The slight increase in gross profit margin is due to continuous
improvement in production efficiency.

Selling, general and administrative expenses for the three months ended March
31, 2003 and 2002 were 4.3% and 3.9% of sales, respectively. The increase
resulted from costs that were required for the development and sale of certain
products. As a result of higher interest rates on our senior notes issued in
June 2002, net interest expense for the first quarter 2003 was $7.5 million,
which was $1.1 million more than the same period last year.

The effective income tax rate was 38% and 35% for the first quarter of 2003 and
2002, respectively. State taxes are included in the income tax. The
effective income tax rate in the first quarter of 2003 was higher than the
effective income tax rate in the first quarter of 2002, mainly because of the
higher foreign tax benefits in 2002.

Critical Accounting Policies and Estimates

Our interim condensed consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States,
which require us to make estimates, judgments and assumptions that affect the
reported amounts of certain assets, liabilities, revenues, expenses and related
disclosures and contingencies. We evaluate estimates used in preparation of
our financial statements on a continual basis. Our critical accounting
policies previously disclosed in Item 7, Management Discussion and Analysis of
Financial Condition and Results of Operations  Critical Accounting Policies,
as described in our annual report on Form 10-K for the year ended December 31,
2002, have not changed.




Item 3. Quantitative and Qualitative Disclosures about Market Risk

We have exposure to four types of market risk. The first is the risk of
interest rate changes and how it impacts our current results. Second, we have
risk with regard to foreign currency and its impact on our European operating
results. Third, we have risk related to commodity pricing which, based on
current pricing trends, has been immaterial to us with the exception of energy
costs, and costs of aluminum, magnesium and scrap steel. The cost of scrap
steel has increased steadily since early 2002. Though we have seen a softening
of these costs, the overall trend represents a risk to our operating results.
Lastly, we have consumer risk. We operate principally in the cyclical
automotive industry. A weakening of the economy represents a risk to our
operating results.

There has been no material change to our exposures to market risk since
December 31, 2002.

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Item 4 Controls and Procedures



|(a) |  | We have conducted an evaluation of our disclosure controls and
procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended, within 90 days of
the filing date of this report. Based on our evaluation, our principal
executive officer and principal financial officer have concluded that our
disclosure controls and procedures are effective to ensure that
information required to be disclosed by us is recorded, processed,
summarized and reported within the required time periods.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | There have been no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to
the date of the evaluation referenced in paragraph (a) above.                                                                                                                                                                                                                                                                                                                                               

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##### Table of Contents






Part II  Other Information




Item 1. Legal Proceedings

On March 14, 2002, we entered into a Consent Order with the U.S. Environmental
Protection Agency (USEPA), which will require investigation of the nature and
extent of any hazardous waste disposed of at our Radford, Virginia, facilities.
We have entered into this Consent Order in connection with the USEPAs
Corrective Action Program. The Corrective Action Program is being undertaken
on a nationwide basis by USEPA pursuant to the Resource Conservation and
Recovery Act of 1976. The Corrective Action Program requires facilities that
have historically generated or handled hazardous waste to determine whether
those activities have or could adversely affect groundwater or adversely affect
human health. Because we historically disposed of waste material at this site,
it is possible that fines or penalties could be assessed, or that remedial
action could be required, with respect to that on-site disposal. At this time
we cannot predict the amount of potential fines or penalties or the cost of
remedial action, if any.

On March 5, 2000 we suffered a catastrophic accidental explosion and fire at
our New River Foundry, located in Radford, Virginia. Three employees were
fatally injured and others were injured, several seriously. On March 2, 2002,
the representatives of the three deceased employees, and three of the injured
employees, filed six separate lawsuits seeking damages from us and others in
the Circuit Court for the City of Radford, Virginia. Five of the six cases
were dismissed upon the Companys motion on December 11, 2002. The time period
for any appeal of the dismissals has expired. Service of process was never
effected on the sixth case. The time period within which service must be
effected has expired.

We are a party to a number of other legal proceedings associated with
environmental, employment, commercial, product liability and other matters in
the ordinary course of our business. We do not believe that such pending or
threatened legal proceedings to which we are a party, or to which any of our
property is subject, will have a material adverse effect on our consolidated
financial position or results of operations or liquidity, taken as a whole.
It is possible, however, that future results of operations for any particular
quarterly or annual period could be materially affected by changes in our
assumptions related to these proceedings.

There have been no other material changes in matters reported in the Form 10-K
for the year ended December 31, 2002.

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

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##### Table of Contents






Item 6. Exhibits and Reports on Form 8-K

On April 16, 2003, we filed a report on Form 8-K containing a press release
concerning our first quarter 2003 earnings.

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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.

| |  |                      |  |                                                                      
| |  | -------------------- |  | ---------------------------------------------------------------------
| |  | INTERMET Corporation
| |  |                      |  |                                                                      
| |  | By:                  |  | /s/ Robert E. Belts                                                  
| |  |                      |  |                                                                      
| |  |                      |  | Robert E. Belts
Vice President of Finance and
Chief Financial Officer
| |  | Date:                |  | May 14, 2003                                                         

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##### Table of Contents






Certifications

I, John Doddridge, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of INTERMET
Corporation;                                                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 14, 2003

| |                                     
| | ------------------------------------
| | /s/  John Doddridge                 
| |                                     
| | Chairman and Chief Executive Officer

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Certifications

I, Robert E. Belts, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of INTERMET
Corporation;                                                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                     



| | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 14, 2003

| |                                                      
| | -----------------------------------------------------
| | /s/  Robert E. Belts                                 
| |                                                      
| | Vice President of Finance and
Chief Financial Officer

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EXHIBIT INDEX

|            |  |                                                                           
|----------- |  | --------------------------------------------------------------------------
|Exhibit No. |  | Document                                                                  
|10.1        |  | Sixth Amendment to and Waiver and Consent under Five-Year Credit Agreement
|10.2        |  | Seventh Amendment to Five-Year Credit Agreement                           
|99.1        |  | Section 906 Certification of Chief Executive Officer                      
|99.2        |  | Section 906 Certification of Chief Financial Officer                      

32