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United States
Securities and Exchange Commission
Washington, D.C. 20549

Form 10-Q

| |  |                                                                                                                                              
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------
| |  | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2002, or    
| |  |                                                                                                                                              
| |  | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from         to   
      .

Commission File 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    No

At April 30, 2002 there were 25,761,781 shares of common stock, $0.10 par
value, outstanding.





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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 Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                | Item 3 Quantitative and Qualitative Disclosures About Market Risk                           
|Part II.  Other Information   
|                                | Item 1 Legal Proceedings                                                                    
|                                | Item 6 Exhibits and Reports on Form 8-K                                                     
|                                |                                                                                              | Signatures                                                              



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INDEX

INTERMET Corporation

|         |  |          |                       |                                                                                       |  |             |  |  |  | 
|-------- |  | -------- | --------------------- | ------------------------------------------------------------------------------------- |  | ----------- |  |  |  | 
|Page No. |  |          |                       |                                                                                       |  | Description |  |  |  | 
|         |  |          |                       |                                                                                       |  |             |  |  |  | 
|        
|3        |  | PART I.  | FINANCIAL INFORMATION |                                                                                       |  |             | 
|        
|3        |  | Item 1   |                       | Interim Condensed Consolidated Financial
Statements (Unaudited)                      
|        
|8        |  |          |                       | Notes to Interim Condensed Consolidated
Financial Statements (Unaudited)             
|        
|16       |  | Item 2   |                       | Managements Discussion and Analysis of
Financial Condition and Results of
Operations
|        
|19       |  | Item 3   |                       | Quantitative and Qualitative Disclosures
About Market Risk                           
|        
|19       |  | PART II. |                       | OTHER INFORMATION                                                                     |  |            
|        
|19       |  | Item 1   |                       | Legal Proceedings                                                                     | 
|        
|20       |  | Item 6   |                       | Exhibits and Reports on Form 8-K                                                     
|        
|21       |  |          |                       | Signatures                                                                           

2



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Part I  Financial Information

Item 1. Financial Statements




INTERMET Corporation

Interim Condensed Consolidated Statements of Income
(Unaudited)

|                                                                        |       |                                     |                                                                       |   |                           |        |         |                |        |        | 
|----------------------------------------------------------------------- | ----- | ----------------------------------- | --------------------------------------------------------------------- | - | ------------------------- | ------ | ------- | -------------- | ------ | ------ | 
|                                                                        |       |                                     |                                                                       |   | Three months ended        |       
|                                                                        |       |                                     |                                                                       |   |                           |       
|                                                                        |       |                                     |                                                                       |   | March 31, 2002            |        |         | March 31, 2001 |       
|                                                                        |       |                                     |                                                                       |   |                           |        |         |                |       
|                                                                        |       |                                     |                                                                       |   | (In thousands of dollars, |       
|                                                                        |       |                                     |                                                                       |   | except per share data)    |       
|Net sales                                                               |       | $                                   | 206,096                                                               |   |                           | $      | 223,732 |               
|Cost of sales                                                           |       |                                     | 185,577                                                               |   |                           |        | 206,387 |               
|                                                                        |       |                                     |                                                                       |   |                           |       
|Gross profit                                                            |       |                                     | 20,519                                                                |   |                           |        | 17,345  |               
|Operating expenses:                                                     |       |                                     |                                                                       |   |                           |        |         |               
|                                                                        |       | Selling, general and administrative |                                                                       |   | 8,060                     |        |         |                | 7,891  |       
|                                                                        |       | Goodwill amortization               |                                                                       |   |                           |        |         |                | 1,558  |       
|                                                                        |       | Other operating expenses            |                                                                       |   | (59                       | )      |         |                | (115   | )     
|                                                                        |       |                                     |                                                                       |   |                           |       
|Operating profit                                                        |       |                                     | 12,518                                                                |   |                           |        | 8,011   |               
|Other income (expense):                                                 |       |                                     |                                                                       |   |                           |        |         |               
|                                                                        |       | Interest, net                       |                                                                       |   | (6,354                    | )      |         |                | (7,915 | )     
|                                                                        |       | Other income, net                   |                                                                       |   | 546                       |        |         |                | 1,848  |       
|                                                                        |       |                                     |                                                                       |   |                           |       
|                                                                        |       |                                     | (5,808                                                                | ) |                           |        | (6,067  | )             
|Income before income taxes                                              |       |                                     | 6,710                                                                 |   |                           |        | 1,944   |               
|Provision for income taxes                                              |       |                                     | 2,355                                                                 |   |                           |        | 1,144   |               
|                                                                        |       |                                     |                                                                       |   |                           |       
|Net income before cumulative effect of a change in accounting principle |       |                                     | 4,355                                                                 |   |                           |        | 800     |               
|Cumulative effect of a change in accounting principle, net of tax       |       |                                     | 481                                                                   |   |                           |        |        |               
|                                                                        |       |                                     |                                                                       |   |                           |       
|Net income                                                              |       | $                                   | 4,836                                                                 |   |                           | $      | 800     |               
|                                                                        |       |                                     |                                                                       |   |                           |       
|Earnings per common share:                                              |       |                                     |                                                                       |   |                           |        |         |               
|                                                                        | Basic |                                     |                                                                       |   |                           |        |         |                |       
|                                                                        |       |                                     | Earnings before cumulative effect of a change in accounting principle |   | $                         | 0.17   |         |                | $      | 0.03   | 
|                                                                        |       |                                     | Cumulative effect of a change in accounting principle                 |   |                           | 0.02   |         |                |        |       | 
|                                                                        |       |                                     |                                                                       |   |                           |       
|Net earnings available to common shareholders                           |       | $                                   | 0.19                                                                  |   |                           | $      | 0.03    |               
|                                                                        |       |                                     |                                                                       |   |                           |       
|Diluted                                                                 |       |                                     |                                                                       |   |                           |        |         |               
|                                                                        |       |                                     | Earnings before cumulative effect of a change in accounting principle |   | $                         | 0.17   |         |                | $      | 0.03   | 
|                                                                        |       |                                     | Cumulative effect of a change in accounting principle                 |   |                           | 0.02   |         |                |        |       | 
|                                                                        |       |                                     |                                                                       |   |                           |       
|Net earnings available to common shareholders                           |       | $                                   | 0.19                                                                  |   |                           | $      | 0.03    |               
|                                                                        |       |                                     |                                                                       |   |                           |       
|Weighted average shares outstanding:                                    |       |                                     |                                                                       |   |                           |        |         |               
|                                                                        |       |                                     | Basic                                                                 |   |                           | 25,398 |         |                |        | 25,363 | 
|                                                                        |       |                                     | Diluted                                                               |   |                           | 25,784 |         |                |        | 25,679 | 

See accompanying notes.

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INTERMET Corporation

Interim Condensed Consolidated Balance Sheets

|                                       |                                                                                         |                                                                                    |         |                           |        |   |              |         |        | 
|-------------------------------------- | --------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | ------- | ------------------------- | ------ | - | ------------ | ------- | ------ | 
|                                       |                                                                                         |                                                                                    |         | March 31,                 |        |   | December 31, |        
|                                       |                                                                                         |                                                                                    |         | 2002                      |        |   | 2001         |        
|                                       |                                                                                         |                                                                                    |         |                           |        |   |              |        
|                                       |                                                                                         |                                                                                    |         | (Unaudited)               |        |   |              |         |       
|                                       |                                                                                         |                                                                                    |         | (in thousands of dollars) |       
|Assets                                 |                                                                                         |                                                                                    |         |                           |        |   |              |        
|Current assets:                        |                                                                                         |                                                                                    |         |                           |        |   |              |        
|                                       | Cash and cash equivalents                                                               |                                                                                    | $       | 2,508                     |        |   | $            | 13,866  |       
|                                       | Accounts receivable:                                                                    |                                                                                    |         |                           |        |   |              |         |       
|                                       |                                                                                         | Trade, less allowance for
doubtful accounts of $10,940 in
2002 and $10,727 in 2001 |         |                           | 85,178 |   |              |         | 95,601 | 
|                                       |                                                                                         | Other                                                                              |         |                           | 13,453 |   |              |         | 16,439 | 
|                                       |                                                                                         |                                                                                    |         |                           |        |  
|                                       |                                                                                         |                                                                                    | 98,631  |                           |        |   | 112,040      |        
|                                       | Inventories                                                                             |                                                                                    |         | 66,368                    |        |   |              | 71,857  |       
|                                       | Other current assets                                                                    |                                                                                    |         | 35,499                    |        |   |              | 33,632  |       
|                                       |                                                                                         |                                                                                    |         |                           |        |  
|Total current assets                   |                                                                                         |                                                                                    | 203,006 |                           |        |   | 231,395      |        
|Property, plant and equipment, at cost |                                                                                         |                                                                                    | 646,156 |                           |        |   | 646,637      |        
|Less:                                  |                                                                                         |                                                                                    |         |                           |        |   |              |        
|                                       | Accumulated depreciation and
foreign industrial development
grants, net of amortization |                                                                                    |         | 287,160                   |        |   |              | 275,881 |       
|                                       |                                                                                         |                                                                                    |         |                           |        |  
|Net property, plant and equipment      |                                                                                         |                                                                                    | 358,996 |                           |        |   | 370,756      |        
|Goodwill                               |                                                                                         |                                                                                    | 217,016 |                           |        |   | 217,016      |        
|Other noncurrent assets                |                                                                                         |                                                                                    | 28,724  |                           |        |   | 24,166       |        
|                                       |                                                                                         |                                                                                    |         |                           |        |  
|Total assets                           |                                                                                         | $                                                                                  | 807,742 |                           |        | $ | 843,333      |        
|                                       |                                                                                         |                                                                                    |         |                           |        |  

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INTERMET Corporation

Interim Condensed Consolidated Balance Sheets

|                                           |                                            |   |                           |         |   |              |         |         |  
|------------------------------------------ | ------------------------------------------ | - | ------------------------- | ------- | - | ------------ | ------- | ------- | -
|                                           |                                            |   | March 31,                 |         |   | December 31, |        
|                                           |                                            |   | 2002                      |         |   | 2001         |        
|                                           |                                            |   |                           |         |   |              |        
|                                           |                                            |   | (Unaudited)               |         |   |              |         |        
|                                           |                                            |   | (in thousands of dollars) |        
|Liabilities and shareholders equity       |                                            |   |                           |         |   |              |         |        
|Current liabilities:                       |                                            |   |                           |         |   |              |         |        
|                                           | Accounts payable                           |   | $                         | 72,374  |   |              | $       | 81,244  |  
|                                           | Income taxes and other accrued liabilities |   |                           | 71,750  |   |              |         | 63,008  |  
|                                           | Long term debt due within one year         |   |                           | 163,349 |   |              |         | 173,352 |  
|                                           |                                            |   |                           |         |   |             
|Total current liabilities                  |                                            |   | 307,473                   |         |   |              | 317,604 |        
|Noncurrent liabilities:                    |                                            |   |                           |         |   |              |         |        
|                                           | Long term debt due after one year          |   |                           | 162,842 |   |              |         | 190,070 |  
|                                           | Retirement benefits                        |   |                           | 60,082  |   |              |         | 60,583  |  
|                                           | Other noncurrent liabilities               |   |                           | 21,323  |   |              |         | 21,796  |  
|                                           |                                            |   |                           |         |   |             
|Total noncurrent liabilities               |                                            |   | 244,247                   |         |   |              | 272,449 |        
|Shareholders equity:                      |                                            |   |                           |         |   |              |         |        
|                                           | Common stock                               |   |                           | 2,590   |   |              |         | 2,590   |  
|                                           | Capital in excess of par value             |   |                           | 56,765  |   |              |         | 56,761  |  
|                                           | Retained earnings                          |   |                           | 211,322 |   |              |         | 207,512 |  
|                                           | Accumulated other comprehensive income     |   |                           | (14,462 | ) |              |         | (13,389 | )
|                                           | Unearned restricted stock                  |   |                           | (193    | ) |              |         | (194    | )
|                                           |                                            |   |                           |         |   |             
|Total shareholders equity                 |                                            |   | 256,022                   |         |   |              | 253,280 |        
|                                           |                                            |   |                           |         |   |             
|Total liabilities and shareholders equity |                                            | $ | 807,742                   |         |   | $            | 843,333 |        
|                                           |                                            |   |                           |         |   |             

See accompanying notes.

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INTERMET Corporation

Interim Condensed Consolidated Statements of Cash Flows

|                                                                                        |                                                                    |                                    |         |                           |        |   |           |         |         |  
|--------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | ---------------------------------- | ------- | ------------------------- | ------ | - | --------- | ------- | ------- | -
|                                                                                        |                                                                    |                                    |         | Three months ended        |       
|                                                                                        |                                                                    |                                    |         |                           |       
|                                                                                        |                                                                    |                                    |         | March 31,                 |        |   | March 31, |        
|                                                                                        |                                                                    |                                    |         | 2002                      |        |   | 2001      |        
|                                                                                        |                                                                    |                                    |         |                           |        |   |           |        
|                                                                                        |                                                                    |                                    |         | (Unaudited)               |       
|                                                                                        |                                                                    |                                    |         | (in thousands of dollars) |       
|Operating activities:                                                                   |                                                                    |                                    |         |                           |        |   |           |        
|Net income                                                                              |                                                                    | $                                  | 4,836   |                           |        | $ | 800       |        
|Adjustments to reconcile net income to cash provided by (used
in) operating activities: |                                                                    |                                    |         |                           |        |   |           |        
|                                                                                        | Depreciation                                                       |                                    |         | 12,560                    |        |   |           | 12,795  |        
|                                                                                        | Amortization                                                       |                                    |         | 413                       |        |   |           | 1,826   |        
|                                                                                        | Results of equity investment                                       |                                    |         | (175                      | )      |   |           | (152    | )      
|                                                                                        | Changes in operating assets and liabilities:                       |                                    |         |                           |        |   |           |         |        
|                                                                                        |                                                                    | Accounts receivable                |         |                           | 12,945 |   |           |         | (3,701  | )
|                                                                                        |                                                                    | Inventories                        |         |                           | 5,329  |   |           |         | 7,452   |  
|                                                                                        |                                                                    | Accounts payable and accrued taxes |         |                           | (1,034 | ) |           |         | (25,337 | )
|                                                                                        |                                                                    | Other assets and liabilities       |         |                           | (5,883 | ) |           |         | (7,211  | )
|                                                                                        |                                                                    |                                    |         |                           |        |  
|Net cash provided by (used in) operating activities                                     |                                                                    |                                    | 28,991  |                           |        |   | (13,528   | )      
|Investing activities:                                                                   |                                                                    |                                    |         |                           |        |   |           |        
|                                                                                        | Additions to property, plant and equipment                         |                                    |         | (1,595                    | )      |   |           | (12,760 | )      
|                                                                                        | Proceeds from sale of fixed assets                                 |                                    |         | 169                       |        |   |           |        |        
|                                                                                        |                                                                    |                                    |         |                           |        |  
|Net cash used in investing activities                                                   |                                                                    |                                    | (1,426  | )                         |        |   | (12,760)  | )      
|Financing activities:                                                                   |                                                                    |                                    |         |                           |        |   |           |        
|                                                                                        | Net (decrease) increase in revolving credit facility and term
loan |                                    |         | (37,221                   | )      |   |           | 93,284  |        
|                                                                                        | Dividends paid                                                     |                                    |         | (1,017                    | )      |   |           | (1,015  | )      
|                                                                                        | Purchase of common stock                                           |                                    |         | (4                        | )      |   |           |        |        
|                                                                                        |                                                                    |                                    |         |                           |        |  
|Net cash (used in) provided by financing activities                                     |                                                                    |                                    | (38,242 | )                         |        |   | 92,269    |        
|Effect of exchange rate changes on cash and cash equivalents                            |                                                                    |                                    | (681    | )                         |        |   | 1,463     |        
|                                                                                        |                                                                    |                                    |         |                           |        |  
|Net (decrease) increase in cash and cash equivalents                                    |                                                                    |                                    | (11,358 | )                         |        |   | 67,444    |        
|Cash and cash equivalents at beginning of period                                        |                                                                    |                                    | 13,866  |                           |        |   | 19,737    |        
|                                                                                        |                                                                    |                                    |         |                           |        |  
|Cash and cash equivalents at end of period                                              |                                                                    | $                                  | 2,508   |                           |        | $ | 87,181    |        
|                                                                                        |                                                                    |                                    |         |                           |        |  

See accompanying notes.

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements

March 31, 2002 (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, 2002 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2002.

The balance sheet at December 31, 2001 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.

The data provided for the three months ended
March 31, 2001 vary from amounts previously reported on the
Intermet Form 10-Q for the quarter ended March 31, 2001.
See note 13 to the audited financial statements contained in the
INTERMET Form 10-K for the year ended December 31, 2001 for
a reconciliation of the amounts given with those previously reported.

For further information, refer to the consolidated financial statements and
footnotes thereto included in the INTERMET annual report on Form 10-K for the
year ended December 31, 2001.

2. Inventories

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

|                      |  |           |        |  |              |   |        | 
|--------------------- |  | --------- | ------ |  | ------------ | - | ------ | 
|                      |  | March 31, |        |  | December 31, |  
|                      |  | 2002      |        |  | 2001         |  
|                      |  |           |        |  |              |  
|Finished goods        |  | $         | 13,698 |  |              | $ | 15,756 | 
|Work in process       |  |           | 10,713 |  |              |   | 12,080 | 
|Raw materials         |  |           | 7,135  |  |              |   | 6,259  | 
|Supplies and patterns |  |           | 34,822 |  |              |   | 37,762 | 
|                      |  |           |        |  |              |  
|                      |  | $         | 66,368 |  |              | $ | 71,857 | 
|                      |  |           |        |  |              |  

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2002 (Unaudited)

3. Property, Plant and Equipment

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

|                           |  |           |         |  |              |   |         | 
|-------------------------- |  | --------- | ------- |  | ------------ | - | ------- | 
|                           |  | March 31, |         |  | December 31, |  
|                           |  | 2002      |         |  | 2001         |  
|                           |  |           |         |  |              |  
|Land                       |  | $         | 5,199   |  |              | $ | 5,204   | 
|Buildings and improvements |  |           | 123,752 |  |              |   | 122,425 | 
|Machinery and equipment    |  |           | 503,102 |  |              |   | 505,025 | 
|Construction in progress   |  |           | 14,103  |  |              |   | 13,983  | 
|                           |  |           |         |  |              |  
|                           |  | $         | 646,156 |  |              | $ | 646,637 | 
|                           |  |           |         |  |              |  

4. Adoption of Accounting Policy

We had goodwill of $217.0 million and accumulated
amortization of $21.9 million at March 31, 2002 and
December 31, 2001 which consists of costs in excess of net
assets acquired. On January 1, 2002, we adopted Statement of Financial Accounting Standards
(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
142, we wrote off negative goodwill of $481,000, net of taxes, as a cumulative
effect of a change in accounting principle. We are assessing the potential
impact of SFAS No. 142 related to the impairment analysis of goodwill. We have
not yet determined the effect, if any, of the impairment test as of January 1,
2002. We will complete this assessment in the second quarter of 2002. Any
impairment as a result of this test would be reflected as a cumulative effect
of a change in accounting principle. The following table is presented as if
goodwill was no longer amortized as of January 1, 2001 (in thousands of
dollars, except per share data):

|                                                                                |                                               |   |                            |      |  |           |       |      | 
|------------------------------------------------------------------------------- | --------------------------------------------- | - | -------------------------- | ---- |  | --------- | ----- | ---- | 
|                                                                                |                                               |   | For the Three Months Ended |     
|                                                                                |                                               |   |                            |     
|                                                                                |                                               |   | March 31,                  |      |  | March 31, |      
|                                                                                |                                               |   | 2002                       |      |  | 2001      |      
|                                                                                |                                               |   |                            |      |  |           |      
|Reported net income after cumulative effect of a
change in accounting principle |                                               | $ | 4,836                      |      |  | $         | 800   |     
|Add back: Goodwill amortization, net of taxes                                   |                                               |   |                            |      |  |           | 1,013 |     
|                                                                                |                                               |   |                            |      |  |          
|Adjusted net income                                                             |                                               | $ | 4,836                      |      |  | $         | 1,813 |     
|                                                                                |                                               |   |                            |      |  |          
|Basic earnings-per-share:                                                       |                                               |   |                            |      |  |           |       |     
|                                                                                | Reported net income                           |   | $                          | 0.19 |  |           | $     | 0.03 | 
|                                                                                | Add back: Goodwill amortization, net of taxes |   |                            |      |  |           |       | 0.04 | 
|                                                                                |                                               |   |                            |      |  |          
|                                                                                | Adjusted net income                           |   | $                          | 0.19 |  |           | $     | .07  | 
|                                                                                |                                               |   |                            |      |  |          
|Diluted earnings-per-share:                                                     |                                               |   |                            |      |  |           |       |     
|                                                                                | Reported net income                           |   | $                          | 0.19 |  |           | $     | 0.03 | 
|                                                                                | Add back: Goodwill amortization, net of taxes |   |                            |      |  |           |       | 0.04 | 
|                                                                                |                                               |   |                            |      |  |          
|                                                                                | Adjusted net income                           |   | $                          | 0.19 |  |           | $     | 0.07 | 
|                                                                                |                                               |   |                            |      |  |          

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5. Debt

In July of 2001 INTERMET entered into an agreement with our banks providing for
a new term loan facility for $182.8 million, replacing an existing $200
million term loan and a $15 million unsecured note held by Scotia Bank. At the
same time, INTERMET renegotiated certain of the terms of our existing $300
million revolving credit facility. The interest rate on the new term loan, as
well as our existing revolving facility is currently LIBOR plus 3% (as of March
31, 2002 the rate was approximately 5.2%). The new term loan facility expires
on December 20, 2002 while the term of the revolving facility remains in effect
until November, 2004.

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

|                                 |  |           |         |  |              |   |         | 
|-------------------------------- |  | --------- | ------- |  | ------------ | - | ------- | 
|                                 |  | March 31, |         |  | December 31, |  
|                                 |  | 2002      |         |  | 2001         |  
|                                 |  |           |         |  |              |  
|Total debt                       |  | $         | 326,191 |  |              | $ | 363,422 | 
|Less amounts due within one year |  |           | 163,349 |  |              |   | 173,352 | 
|                                 |  |           |         |  |              |  
|Debt due after one year          |  | $         | 162,842 |  |              | $ | 190,070 | 
|                                 |  |           |         |  |              |  

Maturities of long-term debt at March 31, 2002 and for each twelve-month period
ended

March 31 are as follows (in thousands of dollars):

|           |  |   |         | 
|---------- |  | - | ------- | 
|2003       |  | $ | 163,349 | 
|2004       |  |   | 1,493   | 
|2005       |  |   | 122,911 | 
|2006       |  |   | 1,310   | 
|Thereafter |  |   | 37,128  | 
|           |  |   |        
|Totals     |  | $ | 326,191 | 
|           |  |   |        

9



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##### Table of Contents



INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2002 (Unaudited)

6. Comprehensive Income

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

|                                   |                                         |   |                    |        |   |           |      |      |  
|---------------------------------- | --------------------------------------- | - | ------------------ | ------ | - | --------- | ---- | ---- | -
|                                   |                                         |   | Three months ended |       
|                                   |                                         |   |                    |       
|                                   |                                         |   | March 31,          |        |   | March 31, |     
|                                   |                                         |   | 2002               |        |   | 2001      |     
|                                   |                                         |   |                    |        |   |           |     
|Net income                         |                                         | $ | 4,836              |        |   | $         | 800  |     
|Other comprehensive income (loss): |                                         |   |                    |        |   |           |      |     
|                                   | Fair value of interest rate swap        |   |                    | 442    |   |           |      | (412 | )
|                                   | Foreign currency translation
adjustment |   |                    | (1,515 | ) |           |      | 290  |  
|                                   |                                         |   |                    |        |   |          
|Total other comprehensive loss     |                                         |   | (1,073             | )      |   |           | (122 | )   
|Total comprehensive income         |                                         | $ | 3,763              |        |   | $         | 678  |     
|                                   |                                         |   |                    |        |   |          

7. Financial Instruments

Effective January 1, 2001, INTERMET adopted SFAS 133, Accounting for
Derivative Instruments and Hedging Activities, as amended, which requires that
all derivative instruments be reported on the balance sheet at fair value. The
effect of SFAS 133 to INTERMET since adoption was to decrease Other
Comprehensive Income by $1,416,000, net of related taxes. The adoption of SFAS
133 had no impact on the income statement for the period ending March 31, 2001.
Since the interest rate swap hedge entered into was perfectly effective, the
short cut method of accounting for derivatives was utilized in accounting for
the transaction.

We assess market conditions periodically to determine whether it is beneficial
to enter into transactions which protect against interest rate fluctuations on
the variable portion of our long-term debt.

10



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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2002 (Unaudited)

8. Reporting for Business Segments

We evaluate the operating performance of our business units individually.
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-metalssegment consists of ferrous foundry operations
and their related machining operations. The light-metalssegment consists of
aluminum, magnesium and zinc casting operations and their related machining
operations. Corporate and otherconsists of operations that do not fall
within the other segments and has been combined with the corporate business
unit and its related expenses and eliminations. This information is displayed
in the following table:

|                                        |                                                       |  |                |         |  |              |                           |        |       |  |               |              |   |  |   |         |  
|--------------------------------------- | ----------------------------------------------------- |  | -------------- | ------- |  | ------------ | ------------------------- | ------ | ----- |  | ------------- | ------------ | - |  | - | ------- | -
|                                        |                                                       |  |                |         |  |              |                           |        |       |  | Corporate and |              |   |  |   |        
|                                        |                                                       |  | Ferrous Metals |         |  | Light Metals |                           |        | Other |  |               | Consolidated |  
|                                        |                                                       |  |                |         |  |              |                           |        |       |  |               |              |  
|                                        |                                                       |  |                |         |  |              | (in thousands of dollars) |        |       |  |               |             
|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, net                                         |  |                |         |  |              |                           |        |       |  |               | (6,354       | ) |  |   | (6,354  | )
|                                        | Other, net                                            |  |                |         |  |              |                           |        |       |  |               | 546          |   |  |   | 546     |  
|                                        | Taxes                                                 |  |                |         |  |              |                           |        |       |  |               | (2,355       | ) |  |   | (2,355  | )
|                                        | Cumulative
effect of a
change in
accounting
principle |  |                | 481     |  |              |                           |        |       |  |               |              |   |  |   | 481     |  
|                                        |                                                       |  |                |         |  |              |                           |        |       |  |               |              |   |  |  
|                                        | Net income                                            |  |                |         |  |              |                           |        |       |  |               |              |   |  |   | 4,836   |  
|                                        |                                                       |  |                |         |  |              |                           |        |       |  |               |              |   |  |  
|Three-month period ended March 31, 2001 |                                                       |  |                |         |  |              |                           |        |       |  |               |              |   |  |   |        
|                                        | Net sales                                             |  | $              | 141,102 |  |              | $                         | 78,868 |       |  | $             | 3,762        |   |  | $ | 223,732 |  
|                                        | Operating profit
(loss)                               |  |                | 10,362  |  |              |                           | 965    |       |  |               | (3,316       | ) |  |   | 8,011   |  
|                                        | Interest, net                                         |  |                |         |  |              |                           |        |       |  |               | (7,915       | ) |  |   | (7,915  | )
|                                        | Other, net                                            |  |                |         |  |              |                           |        |       |  |               | 1,848        |   |  |   | 1,848   |  
|                                        | Taxes                                                 |  |                |         |  |              |                           |        |       |  |               | (1,144       | ) |  |   | (1,144  | )
|                                        |                                                       |  |                |         |  |              |                           |        |       |  |               |              |   |  |  
|                                        | Net income                                            |  |                |         |  |              |                           |        |       |  |               |              |   |  | $ | 800     |  
|                                        |                                                       |  |                |         |  |              |                           |        |       |  |               |              |   |  |  

11



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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2002 (Unaudited)

9. Environmental and Legal Matters

INTERMET and its subsidiaries are a party to a number of environmental matters
and legal proceedings in the ordinary course of business.

On March 14, 2002, we entered into a Consent Order with the U.S. Environmental
Protection Agency, 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 U.S. EPAs Corrective
Action Program. The Corrective Action Program is being undertaken on a
nationwide basis by U.S. EPA pursuant to the Resource Conservation and Recovery
Act of 1976, which is known as RCRA. 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. We are in the early stages of this
investigation. 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. Although we
cannot predict the amount of any potential fines or penalties or the cost of
remedial action, we do not believe that they would be material to our business
or financial statements.

On March 5, 2000 the Company suffered a catastrophic accidental explosion and
fire at its 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 lawsuits seeking damages from the Company and others
in the Circuit Court for the City of Radford, Virginia City Court. It is also
possible that one or more of the other defendants in these cases might assert
cross-claims against the Company. We intend to defend these lawsuits on the
ground that, among other things, the claims asserted against the Company are
barred by the laws of Virginia governing workers' compensation. The Company has
both primary and excess liability insurance policies covering potential
liability to employees and others and believes that it is adequately insured
against any likely liability for deaths or injuries arising out of this
incident. However, if the Company were held to be liable in these cases, and
if its insurance policies did not provide coverage for the damages, the amounts
that could be incurred could be material.

On June 14, 2000 the Virginia Department of
Environmental Quality (DEQ) issued a new
air emissions permit for our Radford Foundry, located in Radford, Virginia.
The permit required that new air emission
controls be installed in the Radford Foundry and be operational by June 14,
2003. Our best current estimates are that the cost of these new emission controls
will be approximately $4.3 million. On February 11, 2002 we formally requested
from the DEQ that the deadline for compliance with the new requirements be extended
to December 31, 2004. The DEQ has agreed to consider our request for an
extension and we anticipate that they will act on the request during the third
quarter of 2002. If the extension is not granted we might not be able to
comply with the original deadline, or, if we were able to comply, the cost
could be substantially higher than our estimates. If the extension is not
granted and we are unable to comply by the original deadline, we could be
forced to curtail or cease operations at the plant.

We do not believe there are any other pending or threatened legal proceedings
to which we are a party, or to which any of our property is subject, that will
have a material adverse effect on our consolidated financial position, results
of operations or liquidity taken as a whole.

12



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##### Table of Contents



INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2002 (Unaudited)

10. Earnings per Share

Basic earnings per share is computed by dividing income available to common
shareholders 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.

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2002 (Unaudited)

|             |                                                                                                               |                                                      |        |                                       |     |   |           |        |     | 
|------------ | ------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------- | ------ | ------------------------------------- | --- | - | --------- | ------ | --- | 
|             |                                                                                                               |                                                      |        | Three months ended                    |    
|             |                                                                                                               |                                                      |        |                                       |    
|             |                                                                                                               |                                                      |        | March 31,                             |     |   | March 31, |       
|             |                                                                                                               |                                                      |        | 2002                                  |     |   | 2001      |       
|             |                                                                                                               |                                                      |        |                                       |     |   |           |       
|             |                                                                                                               |                                                      |        | (in thousands, except per share data) |    
|Numerator:   |                                                                                                               |                                                      |        |                                       |     |   |           |       
|             | Net income                                                                                                    | $                                                    | 4,836  |                                       |     | $ | 800       |       
|Denominator: |                                                                                                               |                                                      |        |                                       |     |   |           |       
|             | Denominator for basic
earnings per share 
weighted average shares                                            |                                                      | 25,410 |                                       |     |   | 25,365    |       
|             | Effect of shares held in
deferred compensation plan                                                           |                                                      | (12    | )                                     |     |   | (2        | )     
|             |                                                                                                               |                                                      |        |                                       |     |  
|             | Denominator for basic
earnings per share 
adjusted weighted average
shares                                  |                                                      |        | 25,398                                |     |   |           | 25,363 |    
|             |                                                                                                               |                                                      |        |                                       |     |  
|             | Effect of dilutive
securities:                                                                                |                                                      |        |                                       |     |   |           |       
|             |                                                                                                               | Shares held in deferred
compensation plan            |        |                                       | 12  |   |           |        | 2   | 
|             |                                                                                                               | Employee stock options and
unearned restricted stock |        |                                       | 374 |   |           |        | 314 | 
|             |                                                                                                               |                                                      |        |                                       |     |  
|             | Denominator for diluted
earnings per share 
adjusted weighted average
shares and assumed
exercise of options |                                                      | 25,784 |                                       |     |   | 25,679    |       
|             |                                                                                                               |                                                      |        |                                       |     |  
|             | Fully diluted earnings per
share                                                                              | $                                                    | 0.19   |                                       |     | $ | 0.03      |       
|             |                                                                                                               |                                                      |        |                                       |     |  
|             | Basic earnings per share                                                                                      | $                                                    | 0.19   |                                       |     | $ | 0.03      |       
|             |                                                                                                               |                                                      |        |                                       |     |  

Dilutive earnings per share reflects the assumed exercise of stock options and
issuance of unearned restricted stock.

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##### Table of Contents



INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2002 (Unaudited)

11. Impairment of Assets and Shutdown

INTERMET permanently closed our Alexander
City lost foam aluminum plant (Alexander City) on
December 21, 2001. The Alexander City plant assets are in the
process of being sold. Alexander City is
included in the light metals segment of the Reporting For Business Segments
footnote. The plant was purchased in 1995 and had employed 117 people.
Alexander City had significant operational difficulties with the launches of
complex components in late 2000 through the first quarter of 2001. This caused
its two principal customers to question the viability of the facility. They
began a re-sourcing process that became too difficult and expensive to be
retracted once the turnaround at the plant had occurred. Alexander City had
revenues and operating losses of $11 million and $3 million, respectively, for
the three months ended March 31, 2001.

The decision to close this foundry was the
principal reason for recording an $11.7
million charge for impairment of assets and a $1.2 million charge for shutdown
costs in the fourth quarter of 2001. The accrual for shutdown costs
which is included in ''Accrued liabilities'' in the accompanying
balance sheet as of December 31, 2001 consisted of $0.7 million
for site remediation and disposal costs, $0.4 million for severance
(for 18 salaried employees) and employee pay related costs, and $0.1
million in legal costs. During the first quarter of 2002, we paid
$0.2 million of severance and pay related costs. The remaining $0.2
million that was accrued at December 31, 2001 related to
severance and employee pay related costs is expected to be paid out
in the second quarter. The amounts accrued at December 31, 2001
related to legal and site and remediation costs, continue to be our
estimate of the costs to be incurred related to such items.

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INTERMET Corporation

Notes to Interim Condensed Consolidated Financial Statements (continued)

March 31, 2002 (Unaudited)




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 economic downturn in the markets in which we operate, including the effects of
the September 11, 2001 terrorist attacks on the economy   
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Fluctuations in worldwide or regional automobile and light and heavy truck production                                                                                               
| 
| |  | Changes in practices or policies of our significant customers toward outsourcing their requirements for automotive
components                                                       
| 
| |  | Changes in the sourcing and pricing practices of our major customers, including demands for price concessions as a
condition to retaining current business or obtaining new business
| 
| |  | 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, 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 major customers                                                              
| 
| |  | Factors or presently unknown circumstances that may affect the charges related to the impairment of assets                                                                          
| 
| |  | Our ability to fully utilize the capacity available from the rebuilding of our New River facility within the timeframes we
are projecting                                           

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##### Table of Contents





| |  | Our ability to meet the financial covenants set forth in our debt agreements.                       
|- |  | ----------------------------------------------------------------------------------------------------
| 
| |  | 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.

Material Changes in Financial
Condition, Liquidity and Capital Resources

Through the first quarter of 2002 INTERMET generated cash from operations of $
29.0 million while using $13.5 million for the same period last year.
Depreciation and amortization expense was $13.0 million year to date. As
compared to December 31, 2001, accounts receivable decreased $12.9 million
while inventory decreased $5.3 million. The accounts receivable fluctuation
is a result of accelerated collections at some of our major customers.
Accounts payable and accrued taxes increased $1.0 million during the three
months ended March 31, 2002, due primarily to higher company earnings. During
the first three months we spent $1.6 million for the purchase of property,
plant and equipment. Investing activities for the first three months of 2002
used cash of $1.4 million. Borrowings under our bank revolving credit facility
decreased $27.2 million and the term loan $10.0 million in the first three
months of 2002. Additionally, we paid $1.0 million in dividends during the
first three months of 2002. The Company has committed capital not yet spent of
approximately $1.0 million as of March 31, 2002. We anticipate that the funds
needed for the committed capital spending will come from operations.

At March 31, 2002 we have a secured revolving
credit agreement with a bank group that provides for loans up to $300
million in the aggregate, and a secured term loan with a balance of
$161.8 million. We had $326.2 million of debt outstanding at
March 31, 2002. All of our term loan is due in December of 2002.
We are currently pursing alternative sources of financing, which
could include accessing the capital markets, and we intend to use
the proceeds to refinance the term loan prior to its maturity.

Our debt agreements require us to maintain certain
financial ratios. We are in compliance with our debt covenants as of
March 31, 2002.

Material Changes in Results of Operations  Three months ended March 31, 2002

Sales for the first quarter of 2002 were $206.1 million, down $17.6 million
from the first quarter of 2001. Sales for operations in place during both
periods were down $7.0 million (3%). This decrease is almost entirely
attributable to the decrease in sales of the domestic auto industry and its
decreased production levels. Ferrous-metals segment saleswere $133.6 million
during the first quarter of 2002 compared to $141.1 million for the same period
last year. This represents a decrease of $7.5 million or 5.3%. This decline
was mainly caused by the lower North American vehicle production and, more
significantly, the market share loss of the traditional Big Three automakers.
Light-metals segment salesdecreased $9.7 million (12.2%) for the three months
ended March 31, 2002 as compared to the same period last year. This is also due
to the closing of our Alexander City aluminum plant in December, 2001 and the
slowdown in automotive production versus a year ago.

Domestic salesfor the first quarter were $183.8 million, down from $198.2
million for the same period last year. This decrease of $14.4 million is
largely explained by the closing of our Alexander City aluminum plant in
December, 2001 and the slowdown in the automobile industry. For operations in
place both years, sales decreased $7.0 million or 3%. European salesduring
the three months ended March 31, 2002 remained strong at $22.3 million. The
effect of changes in the exchange rates on consolidated European sales was an
unfavorable $1.5 million for the three-month period ended March 31, 2002, when
compared using exchange rates for the same period in 2001.

Gross profit for the quarters ended March 31, 2002 and 2001 were $20.5 million
and $17.3 million, respectively. Gross profit as a percentage of sales for the
three months ended March 31, 2002 and 2001 was 10.0% and 7.8%, respectively.
Excluding the results of Alexander City which closed in December, 2001, gross
profit as a percentage of sales would have been 10% and 9.5%, respectively.
Higher gross profit on lower sales is a direct reflection of an improved cost structure and
improved fundamental earning power.

17



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##### Table of Contents



Selling, general and administrative expenses were 4.0% of sales for the three
months ended March 31, 2002 and 2001. Other operating expenses were $0.1
million lower in the current period due to a foreign exchange gain included in
first quarter 2002, while a foreign exchange loss was included in the same
period of 2001.

Interest expense at $6.4 million is down $1.6 million from the previous year as
a result of debt reduction.

Other income of $0.5 million has decreased from the same period of 2001. The
prior year other income included approximately $1.5 million of gain, net of
related expenses, associated with the replacement of depreciated fixed assets
with new fixed assets as a result of the insurable events at the Neunkirchen
facilities.

The effective income tax rate was 35.1% and 58.8% for the first quarter of 2002
and 2001, respectively. The effective rate in first quarter 2001 differs from
the statutory rates as a result of the nondeductible goodwill the Company
amortized related to various acquisitions INTERMET has completed.

The Impact of Adopting SFAS 142

On January 1, 2002, we adopted Statement of Financial Accounting Standards
(SFAS) No. 142, Goodwill and Other Intangible Assets. Under this statement,
goodwill is no longer amortized but is subject to annual impairment analysis
(or more frequent tests if impairment indicators arise). As required under
SFAS 142, we wrote off negative goodwill of $482,000 net of taxes as a
cumulative effect of a change in accounting principle. We are assessing the
potential impact of SFAS No. 142 related to the impairment analysis of
goodwill. See note 4 in the accompanying notes to interim condensed
consolidated financial statements for further discussion.

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 as 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, 2001, have
not changed with the exception of goodwill due to the adoption of SFAS 142 as
previously described.

18



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##### Table of Contents






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 international
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. Though we have seen a softening of these costs, the
overall trend does represent a risk to our operating results. Last, we have
consumer risk. We operate principally in the cyclical automotive
industry. A further weakening of the economy represents a risk to our operating results.

There has been no material change in market risk since December 31, 2001.




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, 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 U.S. EPAs Corrective
Action Program. The Corrective Action Program is being undertaken on a
nationwide basis by U.S. EPA pursuant to the Resource Conservation and Recovery
Act of 1976, which is known as RCRA. 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. We are in the early stages of this
investigation. 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. Although we
cannot predict the amount of any potential fines or penalties or the cost of
remedial action, we do not believe that they would be material to our business
or financial statements.

On March 5, 2000 the Company suffered a catastrophic accidental explosion and
fire at its 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 lawsuits seeking damages from the Company and others
in the Circuit Court for the City of Radford, Virginia City Court. It is also
possible that one or more of the other defendants in these cases might assert
cross-claims against the Company. We intend to defend these lawsuits on the
ground that, among other things, the claims asserted against the Company are
barred by the laws of Virginia governing workers compensation. The Company has
both primary and excess liability insurance policies covering potential
liability to employees and others and believes that it is adequately insured
against any likely liability for deaths or injuries arising out of this
incident. However, if the Company were held to be liable in these cases, and
if its insurance policies did not provide coverage for the damages, the amounts
that could be incurred could be material.

On June 14, 2000 the Virginia Department of Environmental Quality issued a new
air emissions permit for our and Radford Foundry, located in Radford, Virginia.
The permit required that new air emission
controls be installed in the Radford Foundry and be operational by June 14,
2003. Our best current estimates are that the cost of these new emission controls
will be approximately $4.3 million. On February 11, 2002 we formally requested
from the DEQ that the deadline for compliance with the new requirements be
extended to December 31, 2004. The DEQ has agreed to consider our request for
an extension and we anticipate that they will act on the request during the
third quarter of 2002. If the extension is not granted we might not be able to
comply with the original deadline, or, if we were able to comply, the cost
could be substantially higher than our estimates. If the extension is not
granted and we are unable to comply by the original deadline, we could be forced to curtail or
cease operations at the plant.

We are engaged in various other legal proceedings and other matters incidental
to our normal business activities. We do not believe there are any other
pending or threatened legal proceedings to which we are a party, or to which
any of our property is subject, that will have a material effect on our
consolidated financial position, results of operations or liquidity taken as a
whole.

There have been no other material changes in matters reported in the Form 10-K
for the year ended December 31, 2001.

19



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##### Table of Contents






|        |  |                                                      
|------- |  | -----------------------------------------------------
|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.  
|        |  |                                                      
|Item 6. |  | Exhibits and Reports on Form 8-K                     
|        |  |                                                      
|None.  

20



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##### Table of Contents






Signatures

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

| |  |                      |  |                                                                         
| |  | -------------------- |  | ------------------------------------------------------------------------
| |  | INTERMET Corporation
| |  |                      |  |                                                                         
| |  | By:                  |  | /s/ Doretha Christoph                                                   
| |  |                      |  | Doretha Christoph,
Vice President of Finance and Chief Financial
Officer
| |  |                      |  |                                                                         
| |  | Date:                |  | May 15, 2002                                                            

21



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##### Table of Contents



Exhibits Index

|        |  |                        |  | 
|------- |  | ---------------------- |  | 
|Exhibit |  |                        |  | 
|Number  |  | Description of Exhibit | 
|       
|None   

22