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UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549

FORM 10-Q

QUARTERLY REPORTPURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF1934

FOR QUARTERLY PERIOD ENDED APRIL 3, 2005 COMMISSIONFILE NUMBER 1-12068

METALDYNE CORPORATION (EXACTNAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

|                                                              |  |                                    |  |  |  |  |
|--------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| DELAWARE                                                     |  | 38-2513957                         |
| (State orother jurisdiction of incorporation ororganization) |  | (I.R.S.Employer IdentificationNo.) |
|                                                              |

|                                        |  |            |  |  |  |  |
|----------------------------------------|--|------------|--|--|--|--|
| 47659HALYARD DRIVE, PLYMOUTH, MICHIGAN |  | 48170-2429 |
| (Addressof principal executiveoffices) |  | (ZipCode)  |
|                                        |

**(734)207-6200** (Registrant's telephone number)

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for thepast 90 days. YES          NO 

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES         NO 

There is currently nopublic market for the registrant's common stock.

Indicate the number of shares outstanding of each of theissuer's classes of common stock, as of the latest practicaldate.

|                                    |  |                                   |  |  |  |  |
|------------------------------------|--|-----------------------------------|--|--|--|--|
| Class                              |  | Shares outstanding at May 1, 2005 |
| Commonstock, par value $1 pershare |  | 42,844,760                        |
|                                    |

|  |
|--|
|  |
|  |
|  |
|  |

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METALDYNECORPORATION

INDEX

|          |  |                                                                                                  |  |         |       |        |  |  |  |  |
|----------|--|--------------------------------------------------------------------------------------------------|--|---------|-------|--------|--|--|--|--|
|     |  |                                                                                             |  | PageNo. |
| PartI.   |  | FinancialInformation                                                                             |  |    | 2     |   |
| Item1.   |  | FinancialStatements                                                                              |  |    | 2     |   |
|     |  | Consolidated BalanceSheets – April 3, 2005 and January 2, 2005                             |  |    | 2     |   |
|     |  | Consolidated Statements of Operations for the ThreeMonths Ended April 3, 2005 and March 28, 2004 |  |    | 3     |   |
|     |  | Consolidated Statements of Cash Flows for the ThreeMonths Ended April 3, 2005 and March 28, 2004 |  |    | 4     |   |
|     |  | Notes to Consolidated FinancialStatements                                                        |  |    | 5-19  |   |
| Item 2.  |  | Management'sDiscussion and Analysis of Financial Condition and Results ofOperations              |  |    | 22-39 |   |
| Item 3.  |  | Quantitative andQualitative Disclosure about Market Risk                                         |  |    | 40    |   |
| Item 4.  |  | Controls andProcedures                                                                           |  |    | 41-42 |   |
| Part II. |  | OtherInformation andSignature                                                                    |  |    | 43-44 |   |
|          |

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PART I. FINANCIALINFORMATION

ITEM 1. FINANCIAL STATEMENTS

METALDYNECORPORATION CONSOLIDATED BALANCE SHEET April 3, 2005 andJanuary 2, 2005 (Dollars in thousands except per shareamounts)

|                                                                                                                                              |  |              |           |                |  |        |           |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------------------------|--|--------------|-----------|----------------|--|--------|-----------|---------|--|--|
|                                                                                                                                         |  | April3, 2005 |           | January 2,2005 |
|                                                                                                                                         |  | (Unaudited)  |           |           |
| **ASSETS**                                                                                                                                   |  |         |      |           |  |   |      |    |
| Currentassets:                                                                                                                               |  |         |      |           |  |   |      |    |
| Cash and cashequivalents                                                                                                                     |  | $            | —   |           |  | $      | —   |    |
| Receivables,net:                                                                                                                             |  |         |      |           |  |   |      |    |
| Trade, net ofallowance for doubtful accounts                                                                                                 |  |         | 154,530   |           |  |   | 165,850   |    |
| TriMas                                                                                                                                       |  |         | 2,930     |           |  |   | 2,830     |    |
| Other                                                                                                                                        |  |         | 16,190    |           |  |   | 12,930    |    |
| Totalreceivables, net                                                                                                                        |  |         | 173,650   |           |  |   | 181,610   |    |
| Inventories                                                                                                                                  |  |         | 135,000   |           |  |   | 127,020   |    |
| Deferred andrefundable income taxes                                                                                                          |  |         | 17,640    |           |  |   | 18,470    |    |
| Prepaid expensesand other assets                                                                                                             |  |         | 39,130    |           |  |   | 36,650    |    |
| Totalcurrent assets                                                                                                                          |  |         | 365,420   |           |  |   | 363,750   |    |
| Equity investments andreceivables in affiliates                                                                                              |  |         | 106,810   |           |  |   | 107,040   |    |
| Property and equipment,net                                                                                                                   |  |         | 844,290   |           |  |   | 856,250   |    |
| Excess of costover net assets of acquired companies                                                                                          |  |         | 614,120   |           |  |   | 626,240   |    |
| Intangible and otherassets                                                                                                                   |  |         | 233,450   |           |  |   | 241,470   |    |
| Totalassets                                                                                                                                  |  | $            | 2,164,090 |           |  | $      | 2,194,750 |    |
|                                                                                                                                         |  |         |      |           |  |   |      |    |
| **LIABILITIESAND SHAREHOLDERS'EQUITY**                                                                                                       |  |         |      |           |  |   |      |    |
| Currentliabilities:                                                                                                                          |  |         |      |           |  |   |      |    |
| Accountspayable                                                                                                                              |  | $            | 287,670   |           |  | $      | 286,590   |    |
| Accrued liabilities                                                                                                                          |  |         | 123,710   |           |  |   | 117,050   |    |
| Currentmaturities, long-term debt                                                                                                            |  |         | 9,380     |           |  |   | 12,250    |    |
| Totalcurrent liabilities                                                                                                                     |  |         | 420,760   |           |  |   | 415,890   |    |
| Long-termdebt                                                                                                                                |  |         | 849,460   |           |  |   | 855,450   |    |
| Deferred incometaxes                                                                                                                         |  |         | 76,960    |           |  |   | 88,910    |    |
| Minorityinterest                                                                                                                             |  |         | 670       |           |  |   | 650       |    |
| Other long-termliabilities                                                                                                                   |  |         | 136,790   |           |  |   | 142,700   |    |
| Redeemablepreferred stock, (aggregate liquidation value $164.5 million and $159.3million at April 3, 2005 and January 2, 2005,respectively). |  |
| Authorized: 1,198,693 shares;Outstanding: 1,189,694 shares                                                                                   |  |         | 154,630   |           |  |   | 149,190   |    |
| Totalliabilities                                                                                                                             |  |         | 1,639,270 |           |  |   | 1,652,790 |    |
|                                                                                                                                         |  |         |      |           |  |   |      |    |
| Preferredstock (non-redeemable), $1 par, Authorized: 25million;Outstanding:None                                                              |  |         | —   |           |  |   | —   |    |
| Common stock,$1 par, Authorized: 250 million;Outstanding: 42.8 millionshares                                                                 |  |         | 42,840    |           |  |   | 42,830    |    |
| Paid-incapital                                                                                                                               |  |         | 698,870   |           |  |   | 698,870   |    |
| Accumulateddeficit                                                                                                                           |  |         | (266,240  | )         |  |   | (262,740  | )  |
| Accumulated othercomprehensiveincome                                                                                                         |  |         | 49,350    |           |  |   | 63,000    |    |
| Totalshareholders' equity                                                                                                                    |  |         | 524,820   |           |  |   | 541,960   |    |
| Totalliabilities and shareholders' equity                                                                                                    |  | $            | 2,164,090 |           |  | $      | 2,194,750 |    |
|                                                                                                                                         |  |         |      |           |  |   |      |    |
|                                                                                                                                              |

Seeaccompanying notes to the consolidated financial statements.

2

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METALDYNE CORPORATION CONSOLIDATEDSTATEMENT OF OPERATIONS (Dollars in thousands except per sharedata)

|                                                                                  |  |                  |          |               |  |        |          |         |  |  |
|----------------------------------------------------------------------------------|--|------------------|----------|---------------|--|--------|----------|---------|--|--|
|                                                                             |  | ThreeMonthsEnded |
|                                                                             |  | (Unaudited)      |
|                                                                             |  | April3, 2005     |          | March 28,2004 |
|                                                                             |  |             |     |          |  |   |     |    |
| Netsales                                                                         |  | $                | 578,750  |          |  | $      | 481,140  |    |
| Cost ofsales                                                                     |  |             | (525,870 | )        |  |   | (428,930 | )  |
| Grossprofit                                                                      |  |             | 52,880   |          |  |   | 52,210   |    |
| Selling,general and administrative expenses                                      |  |             | (27,740  | )        |  |   | (31,220  | )  |
| Restructuringcharges                                                             |  |             | (1,290   | )        |  |   | (190     | )  |
| Loss ondisposition of manufacturing facilities                                   |  |             | —  |          |  |   | (7,600   | )  |
| Operatingprofit                                                                  |  |             | 23,850   |          |  |   | 13,200   |    |
| Otherexpense,net:                                                                |  |             |     |          |  |   |     |    |
| Interest:                                                                        |  |             |     |          |  |   |     |    |
| Interestexpense                                                                  |  |             | (22,600  | )        |  |   | (20,100  | )  |
| Preferred stockdividends and accretion                                           |  |             | (5,440   | )        |  |   | (4,260   | )  |
| Non-cash gain onmaturity of interest rate arrangements                           |  |             | —  |          |  |   | 6,590    |    |
| Equity gain fromaffiliates, net                                                  |  |             | 610      |          |  |   | 1,460    |    |
| Other, net                                                                       |  |             | (1,810   | )        |  |   | (2,380   | )  |
| Otherexpense, net                                                                |  |             | (29,240  | )        |  |   | (18,690  | )  |
| Lossbefore incometaxes                                                           |  |             | (5,390   | )        |  |   | (5,490   | )  |
| Income taxbenefit                                                                |  |             | (1,890   | )        |  |   | (240     | )  |
| Netloss                                                                          |  | $                | (3,500   | )        |  | $      | (5,250   | )  |
| Basicand diluted loss per share                                                  |  | $                | (0.08    | )        |  | $      | (0.12    | )  |
| Weightedaverage number of shares outstanding for basic and diluted loss pershare |  |             | 42,840   |          |  |   | 42,800   |    |
|                                                                                  |

Seeaccompanying notes to the consolidated financial statements.

3

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METALDYNE CORPORATION CONSOLIDATEDSTATEMENT OF CASH FLOWS (Dollars inthousands)

|                                                                                               |  |                   |         |               |  |        |          |         |  |  |
|-----------------------------------------------------------------------------------------------|--|-------------------|---------|---------------|--|--------|----------|---------|--|--|
|                                                                                          |  | ThreeMonths Ended |
|                                                                                          |  | (Unaudited)       |
|                                                                                          |  | April3, 2005      |         | March 28,2004 |
|                                                                                          |  |              |    |          |  |
| Operatingactivities:                                                                          |  |              |    |          |  |   |     |    |
| Netloss                                                                                       |  | $                 | (3,500  | )        |  | $      | (5,250   | )  |
| Adjustmentsto reconcile net loss to net cash provided by (used for) operatingactivities:      |  |              |    |          |  |
| Depreciation andamortization                                                                  |  |              | 33,330  |          |  |   | 31,530   |    |
| Non-cashstock award expense                                                                   |  |              | — |          |  |   | 230      |    |
| Debtfee amortization                                                                          |  |              | 780     |          |  |   | 670      |    |
| Fixed assetlosses                                                                             |  |              | 550     |          |  |   | 320      |    |
| Loss on dispositionof manufacturing facilities                                                |  |              | — |          |  |   | 7,600    |    |
| Deferred incometaxes                                                                          |  |              | (10,210 | )        |  |   | 20       |    |
| Preferred stockdividends and accretion                                                        |  |              | 5,440   |          |  |   | 4,260    |    |
| Non-cash interest expense(interestaccretion)                                                  |  |              | 70      |          |  |   | —  |    |
| Non-cash gainon maturity of interest ratearrangements                                         |  |              | — |          |  |   | (6,590   | )  |
| Equitygain from affiliates, net                                                               |  |              | (610    | )        |  |   | (1,460   | )  |
| Other, net                                                                                    |  |              | 880     |          |  |   | 70       |    |
| Changes inassets and liabilities, net of acquisition/disposition ofbusiness:                  |  |              |    |          |  |
| Receivables,net                                                                               |  |              | (32,230 | )        |  |   | (60,280  | )  |
| Net proceedsof accounts receivablefacility                                                    |  |              | 37,020  |          |  |   | 98,580   |    |
| Inventories                                                                                   |  |              | (9,290  | )        |  |   | (11,310  | )  |
| Prepaidexpenses and otherassets                                                               |  |              | (3,390  | )        |  |   | (3,650   | )  |
| Accountspayable and accruedliabilities                                                        |  |              | 4,690   |          |  |   | 34,110   |    |
| Netcash provided by operatingactivities                                                       |  |              | 23,530  |          |  |   | 88,850   |    |
| Investingactivities:                                                                          |  |              |    |          |  |
| Capitalexpenditures                                                                           |  |              | (26,900 | )        |  |   | (29,990  | )  |
| Proceedsfrom sale/leaseback of fixedassets                                                    |  |              | 6,490   |          |  |   | 64,960   |    |
| Disposition ofmanufacturing facilities                                                        |  |              | — |          |  |   | (500     | )  |
| (Payments for)reimbursement from acquisition of business, net of cashreceived                 |  |              | 5,750   |          |  |   | (203,870 | )  |
| Netcash used for investingactivities                                                          |  |              | (14,660 | )        |  |   | (169,400 | )  |
| Financingactivities:                                                                          |  |              |    |          |  |
| Principal payments of term loanfacilities                                                     |  |              | — |          |  |   | (440     | )  |
| Proceeds ofrevolving creditfacility                                                           |  |              | 65,000  |          |  |   | 70,000   |    |
| Principalpayments of revolving creditfacility                                                 |  |              | (70,770 | )        |  |   | (37,900  | )  |
| Proceedsof senior subordinated notes, due 2014 (face value $31.7million)million, respectively |  |              | — |          |  |   | 26,920   |    |
| Proceeds of otherdebt                                                                         |  |              | 1,570   |          |  |   | 630      |    |
| Principal payments ofother debt                                                               |  |              | (4,620  | )        |  |   | (2,260   | )  |
| Issuanceof Series A-1 preferred stock (face value $65.4 million)                              |  |              | — |          |  |   | 55,340   |    |
| Netcash provided by (used for) financingactivities                                            |  |              | (8,820  | )        |  |   | 112,290  |    |
| Effectof exchange on cash                                                                     |  |              | (50     | )        |  |   | (60      | )  |
| Netincrease incash                                                                            |  |              | — |          |  |   | 31,680   |    |
| Cash andcash equivalents, beginning ofperiod                                                  |  |              | — |          |  |   | 13,820   |    |
| Cashand cash equivalents, end ofperiod                                                        |  | $                 | — |          |  | $      | 45,500   |    |
| Supplementary cash flowinformation:                                                           |  |              |    |          |  |
| Cash paid for income taxes,net                                                                |  | $                 | 2,930   |          |  | $      | 1,510    |    |
| Cash paid forinterest                                                                         |  | $                 | 11,430  |          |  | $      | 8,090    |    |
| Noncashtransactions – capital leases                                                    |  | $                 | 250     |          |  | $      | 4,980    |    |
|                                                                                               |

See accompanyingnotes to the consolidated financialstatements.

4

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS

1.    Business andOther Information

Metaldyne Corporation("Metaldyne" or "theCompany") is a leading global manufacturer of highlyengineered metal components for the global light vehicle market. TheCompany's products include metal-formed and precision-engineeredcomponents and modular systems used in vehicle transmission, engine andchassis applications.

The Company maintains afifty-two/fifty-three week fiscal year ending on the Sunday nearest toDecember 31. Fiscal year 2005 is comprised of fifty-two weeks andfiscal year 2004 is comprised of fifty-three weeks and end on January1, 2006 and January 2, 2005, respectively. All year and quarterreferences relate to the Company's fiscal year and fiscalquarters unless otherwise stated.

In the opinion of Companymanagement, the unaudited financial statements contain all adjustments,including adjustments of a normal recurring nature, necessary topresent fairly the financial position, results of operations and cashflows for the periods presented. These statements should be read inconjunction with the Company's financial statements included inthe Annual Report on Form 10-K for the fiscal year ended January 2,2005 (the "2004 Form 10-K"). The results ofoperations for the period ended April 3, 2005 are not necessarilyindicative of the results for the full year.

Certain prior yearamounts have been reclassified to reflect current yearclassifications.

2.    Stock Options and Awards

TheCompany has a stock-based employee compensation plan and has issuedequity-based incentives in various forms. The Company continues toaccount for stock-based employee compensation using the intrinsic valuemethod under Accounting Principles Board("APB") No. 25 "Accounting forStock Issued to Employees" and related interpretations. Nostock-based employee compensation cost is reflected in net loss, as alloptions granted under this plan had an exercise price equal to themarket value of the underlying common stock on the date of grant.

The following table illustrates the effect on net loss and loss pershare if the Company had applied the fair value recognition provisionsof SFAS No. 123, "Accounting for Stock-BasedCompensation," to stock-based employeecompensation.

|                                                                                                                                           |  |                                       |         |                |  |        |        |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------|--|---------------------------------------|---------|----------------|--|--------|--------|---------|--|--|
|                                                                                                                                      |  | (Inthousands except per shareamounts) |
|                                                                                                                                      |  | Three MonthsEnded                     |
|                                                                                                                                      |  | April 3,2005                          |         | March 28, 2004 |
| Net loss, asreported                                                                                                                      |  | $                                     | (3,500  | )         |  | $      | (5,250 | )  |
| Deduct:Total stock-based employee compensation expense determined under fairvalue based method for all awards, net of related tax effects |  |                                  | — |           |  |   | (120   | )  |
| Proforma net loss                                                                                                                         |  | $                                     | (3,500  | )         |  | $      | (5,370 | )  |
| Earnings(loss) per share:                                                                                                                 |  |                                  |    |           |  |   |   |    |
| Basic anddiluted – as reported                                                                                                      |  | $                                     | (0.08   | )         |  | $      | (0.12  | )  |
| Basicand diluted – pro forma for stock-basedcompensation                                                                            |  | $                                     | (0.08   | )         |  | $      | (0.12  | )  |
|                                                                                                                                      |  |                                  |    |           |  |   |   |    |
|                                                                                                                                           |

Beginningin 2004, the Company offered eligible employees the opportunity toparticipate in a new Voluntary Stock Option Exchange Program (the"Program"), to exchange all of theiroutstanding options to purchase shares of the Company's commonstock granted under the Long Term Equity Incentive Plan (the"Plan") for new stock options and restrictedstock units to be granted under the Plan. Participation in the Programis voluntary. Elections were required to be received by January 14,

5

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED)

2004, with new stock options to be granted onor after July 15, 2004 and restricted stock units granted on January15, 2004. Non-eligible participants in the existing Plan and thoseeligible employees not electing to participate in the new Program willcontinue to be eligible to participate in the existing Plan. There wasno stock compensation expense for the quarter ended April 3, 2005.

3.    Accounts Receivable Securitization and FactoringAgreements

The Company has entered into an arrangement to sell,on an ongoing basis, the trade accounts receivable of substantially alldomestic business operations to MTSPC, Inc.("MTSPC"), a wholly owned subsidiary of theCompany. MTSPC from time to time may sell an undivided fractionalownership interest in the pool of receivables up to approximately $150million to a third party multi-seller receivables funding company. Thenet proceeds of sale are less than the face amount of accountsreceivable sold by an amount that approximates the purchaser'sfinancing costs, which amounted to a total of $1.0 million and $0.7million for the three months ended April 3, 2005 and March 28, 2004,respectively, and is included in other expense, net in theCompany's consolidated statement of operations. At April 3, 2005,the Company's funding under the facility was $100.3 million withno additional amounts available. The discount rate at April 3, 2005 was3.78% compared to 3.35% at January 2, 2005. The usage feeunder the facility is 1.5%. In addition, the Company is requiredto pay a fee of 0.5% on the unused portion of the facility.

The Company has entered into a Commitment Letter with GeneralElectric Capital Corporation ("GECC") datedas of March 31, 2005 related to its existing accounts receivablesecuritization facility, which provides for amendments of the currentfacility and the eventual transition to a new accounts receivablesecuritization facility. The new facility is expected to increase thefacility size to $225 million, improve advance rates and provide a termof the agreement for up to five years. See also Note 17, SubsequentEvents.

The Company has entered into agreements withinternational invoice factoring companies to sell customer accountsreceivable of Metaldyne foreign locations in France, Germany, Spain,United Kingdom and Mexico on a non-recourse basis. As of April, 3,2005, the Company had available approximately $72 million from thesecommitments, and approximately $60 million of receivables were soldunder these programs. The Company pays a commission to the factoringcompany plus interest from the date the receivables are sold to thedate of customer payment. Commission expense of $0.4 million related tothese agreements for the three months ended April 3, 2005 is recordedin other expense, net on the Company's consolidated statement ofoperations.

To facilitate the collection of funds from operatingactivities, the Company has entered into accelerated payment collectionprograms with certain customers. At April 3, 2005, the Company receivedapproximately $21 million under the accelerated collection programs.The majority of the accelerated payment collection programs werediscontinued as of or prior to January 2, 2005. However, in addition tothe above programs, the Company continues to collect approximately $22million per month on an accelerated basis as a result of favorablepayment terms that it negotiated with one of its customers, throughagreements that run contractually from the beginning of 2004 throughfiscal 2006. These payments are received on average 20 days aftershipment of product to its customer. While the impact of thediscontinuance of the accelerated collection programs may be partiallyoffset by a greater utilization of the Company's accountsreceivable securitization facility, the Company continues to examineother alternative programs in the marketplace, as well as enhancedterms directly from its customers.

6

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED)

4.    Inventories

Inventories bycomponent are as follows:

|                 |  |               |         |                 |  |        |         |        |  |  |
|-----------------|--|---------------|---------|-----------------|--|--------|---------|--------|--|--|
|            |  | (Inthousands) |
|            |  | April 3,2005  |         | January 2, 2005 |
| Finished goods  |  | $             | 43,690  |            |  | $      | 42,310  |   |
| Work in process |  |          | 39,620  |            |  |   | 36,440  |   |
| Raw materials   |  |          | 51,690  |            |  |   | 48,270  |   |
|            |  | $             | 135,000 |            |  | $      | 127,020 |   |
|                 |

5.    Excessof Cost over Net Assets of Acquired Companies and IntangibleAssets

At April 3, 2005, the excess of cost over net assets ofacquired companies ("goodwill") balance wasapproximately $614 million. For purposes of testing this goodwill forpotential impairment, fair values were determined based upon thediscounted cash flows of the reporting units using a 9.5%discount rate. This assessment was completed for the year ended January2, 2005. The assessment was performed again in the first quarter of2005 in connection with the formation of the new reporting unitspursuant to the change in operating segments. The assessment for thequarter ended April 3, 2005 indicated that the fair value of theseunits exceeded their carrying values.

For purposes ofrecognizing and measuring impairment of goodwill, the Company evaluatesassets by operating segment, as this is the lowest level of independentcash flows ascertainable to evaluate impairment. Prior to 2005, theCompany evaluated assets by reporting segment.

AcquiredIntangible Assets

The change in the gross carrying amount ofacquired intangible assets is primarily attributable to the exchangeimpact from foreigncurrency.

|                                                            |  |                                            |         |                         |  |                     |         |                     |  |                         |  |                     |         |        |  |        |         |         |  |           |  |  |  |  |  |  |
|------------------------------------------------------------|--|--------------------------------------------|---------|-------------------------|--|---------------------|---------|---------------------|--|-------------------------|--|---------------------|---------|--------|--|--------|---------|---------|--|-----------|--|--|--|--|--|--|
|                                                       |  | (Inthousands, except weighted averagelife) |
|                                                       |  | As ofApril 3, 2005                         |         | As of January 2,2005    |
|                                                       |  | GrossCarryingAmount                        |         | AccumulatedAmortization |  | WeightedAverageLife |         | GrossCarryingAmount |  | AccumulatedAmortization |  | WeightedAverageLife |
| AmortizedIntangibleAssets:                                 |  |                                       |    |                    |  |                |    |                |  |                    |  |                |    |   |  |
| CustomerContracts                                          |  | $                                          | 127,310 |                    |  | $                   | (45,700 | )              |  | 9.0years                |  | $                   | 127,600 |   |  | $      | (42,750 | )  |  | 9.0years  |
| Technology and Other                                       |  |                                       | 163,560 |                    |  |                | (48,390 | )              |  | 14.9years               |  |                | 163,920 |   |  |   | (45,260 | )  |  | 14.9years |
| Total                                                      |  | $                                          | 290,870 |                    |  | $                   | (94,090 | )              |  | 14.0years               |  | $                   | 291,520 |   |  | $      | (88,010 | )  |  | 14.0years |
| Aggregate Amortization Expense(Included in Cost of Sales): |  |                                       |    |                    |  |
| For thethree months ended April 3, 2005                    |  |                                       |    |                    |  | $                   | 6,080   |                |  |                    |  |                |    |   |  |
|                                                       |  |                                       |    |                    |  |                |    |                |  |                    |  |                |    |   |  |
| EstimatedAmortizationExpense:                              |  |                                       |    |                    |  |
| For theyear ending December 31, 2005                       |  |                                       |    |                    |  |                | 23,410  |                |  |                    |  |                |    |   |  |
| For the yearending December 31, 2006                       |  |                                       |    |                    |  |                | 23,410  |                |  |                    |  |
| For the year endingDecember 31, 2007                       |  |                                       |    |                    |  |                | 22,640  |                |  |                    |  |                |    |   |  |
| For the yearending December 31, 2008                       |  |                                       |    |                    |  |                | 21,890  |                |  |                    |  |                |    |   |  |
| For the yearending December 31, 2009                       |  |                                       |    |                    |  |                | 21,890  |                |  |                    |  |                |    |   |  |
|                                                            |

7

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED)

Goodwill

The changes in thecarrying amount of goodwill for the three months ended April 3, 2005are asfollows:

|                                      |  |               |         |            |  |        |         |         |  |        |         |         |  |  |
|--------------------------------------|--|---------------|---------|------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                 |  | (Inthousands) |
|                                 |  | Chassis       |         | Powertrain |  | Total  |
| Balance as of January 2, 2005        |  | $             | 332,300 |       |  | $      | 293,940 |    |  | $      | 626,240 |    |
| Exchangeimpact from foreign currency |  |          | (4,980  | )     |  |   | (1,390  | )  |  |   | (6,370  | )  |
| NewCastle adjustment                 |  |          | (5,750  | )     |  |   | — |    |  |   | (5,750  | )  |
| Balanceas of April 3, 2005           |  | $             | 321,570 |       |  | $      | 292,550 |    |  | $      | 614,120 |    |
|                                      |

Asa result of its reorganization in January 2005, the Companyconsolidated its operations into two segments: the Chassis segment andthe Powertrain segment. This resulted in a change in the underlyingreporting units and necessitated a reallocation of goodwill to the newreporting units based on relative fair values. The reallocation did notindicate an impairment of goodwill for the new reporting units based onexpected future cash flows discounted at a 9.5% rate. However,if the discount rate were to increase to approximately 13% or ifexpected future operating margins were to decrease by approximately12.5%, further goodwill impairment analysis would be necessaryfor one of the Company's reporting units.

6.    Derivative Financial Instruments

In the past, theCompany has managed its exposure to changes in interest rates throughthe use of interest rate protection agreements. These interest ratederivatives are designated as cash flow hedges. The effective portionof each derivative's gain or loss is initially reported as acomponent of other comprehensive income (loss) and subsequentlyreclassified into earnings when the forecasted transaction affectsearnings. The Company does not use derivatives for speculativepurposes.

In February 2001, the Company entered into interestrate protection agreements with various financial institutions to hedgea portion of its interest rate risk related to the term loan borrowingsunder its credit facility. These agreements include two interest ratecollars with a term of three years, a total notional amount of $200million as of December 28, 2003 and a three-month LIBOR interest ratecap and floor of 7% and approximately 4.5%, respectively.The agreements also include four interest rate caps at a three-monthLIBOR interest rate of 7% with a total notional amount of $301million as of December 28, 2003.

All of the Company'sinterest rate protection arrangements matured in February 2004 and, asa result of their maturity, a cumulative non-cash pre-tax gain of $6.6million was recorded and is reflected as a gain on maturity of interestrate arrangements in the Company's consolidated statement ofoperations for the three months ended March 28, 2004. Prior to theexpiration of these agreements, the Company recognized additionalinterest expense of $1.1 million during the three months ended March28, 2004.

7.    Segment Information

The Company hasdefined a segment as a component with business activity resulting inrevenue and expense that has separate financial information evaluatedregularly by the Company's chief operating decision maker and itsboard of directors in determining resource allocation and assessingperformance.

The Company has established Adjusted EarningsBefore Interest Taxes Depreciation and Amortization("Adjusted EBITDA") as a key indicator offinancial operating performance. The Company defines Adjusted EBITDA asnet income (loss) before cumulative effect of accounting 

8

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED)

change and before interest, taxes,depreciation, amortization, asset impairment, non-cash losses onsale-leaseback of property and equipment and non-cash restricted stockaward expense. Adjusted EBITDA is a non-GAAP measure and thereforecaution must be exercised in using Adjusted EBITDA as an analyticaltool and should not be used in isolation or as a substitute foranalysis of our results as reported under GAAP. In evaluating AdjustedEBITDA, management deems it important to consider the quality of theCompany's underlying earnings by separately identifying certaincosts undertaken to improve the Company's results, such as costsrelated to consolidating facilities and businesses in an effort toeliminate duplicative costs or achieve efficiencies, costs related tointegrating acquisitions and restructuring costs related to expensereduction efforts.

In January 2005, the Company reorganized andconsolidated its operations into two segments: the Chassis segment andthe Powertrain segment. The Chassis segment consists of the formerChassis operations plus a portion of the former Driveline operations,while the Powertrain segment consists of the former Engine operationscombined with the remainder of the former Driveline operations. Theprior year amounts have been restated to reflect these changes forcomparison purposes.

CHASSIS — Manufactures components,modules and systems used in a variety of engineered chassisapplications, including fittings, wheel-ends, axle shaft, knuckles andmini-corner assemblies. This segment utilizes a variety of processesincluding hot, warm and cold forging, powder metal forging andmachinery and assembly.

POWERTRAIN — Manufactures a broadrange of engine components, modules and systems, including sinteredmetal, powder metal, hydraulic controls, precision shafts, forged andtubular fabricated products used for a variety of applications. Theseapplications include balance shaft modules and front cover assemblies.This segment also includes integrated program management used in abroad range of transmission applications. These applications includetransmission and transfer case shafts and transmission valvebodies.

Segment activity for the three months ended April 3,2005 and March 28, 2004 is as follows:

|                                         |  |                   |         |               |  |        |         |         |  |  |
|-----------------------------------------|--|-------------------|---------|---------------|--|--------|---------|---------|--|--|
|                                    |  | (Inthousands)     |
|                                    |  | Three MonthsEnded |
|                                    |  | April 3,2005      |         | March 28,2004 |
| **SALES**                               |  |
| Chassis                                 |  | $                 | 338,450 |          |  | $      | 267,360 |    |
| Powertrain                              |  |              | 240,300 |          |  |   | 213,780 |    |
| Totalsales                              |  | $                 | 578,750 |          |  | $      | 481,140 |    |
| **AdjustedEBITDA**                      |  |              |    |          |  |   |    |    |
| Chassis                                 |  | $                 | 27,690  |          |  | $      | 29,910  |    |
| Powertrain                              |  |              | 33,690  |          |  |   | 28,710  |    |
| OperatingEBITDA                         |  |              | 61,380  |          |  |   | 58,620  |    |
| Centralizedresources ("Corporate")      |  |              | (3,540  | )        |  |   | (6,090  | )  |
| TotalAdjusted EBITDA                    |  |              | 57,840  |          |  |   | 52,530  |    |
| Depreciation &amortization          |  |              | (33,330 | )        |  |   | (31,530 | )  |
| Losson sale of manufacturing facilities |  |              | — |          |  |   | (7,600  | )  |
| Non-cash stock awardexpense             |  |              | — |          |  |   | (230    | )  |
| Other, netincluded in AdjustedEBITDA    |  |              | (660    | )        |  |   | 30      |    |
| Operatingprofit                         |  | $                 | 23,850  |          |  | $      | 13,200  |    |
|                                         |

9

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED)

|                 |  |               |           |                |  |        |           |        |  |  |
|-----------------|--|---------------|-----------|----------------|--|--------|-----------|--------|--|--|
|            |  | (Inthousands) |
|            |  | April 3,2005  |           | January 2,2005 |
| **TotalAssets** |  |          |      |           |  |   |      |   |
| Chassis         |  | $             | 1,008,780 |           |  | $      | 1,085,630 |   |
| Powertrain      |  |          | 746,370   |           |  |   | 752,930   |   |
| Corporate       |  |          | 408,940   |           |  |   | 356,190   |   |
| Totalassets     |  | $             | 2,164,090 |           |  | $      | 2,194,750 |   |
|                 |

|                           |  |                   |        |               |  |        |        |        |  |  |
|---------------------------|--|-------------------|--------|---------------|--|--------|--------|--------|--|--|
|                      |  | Three MonthsEnded |
|                      |  | April 3,2005      |        | March 28,2004 |
| **CapitalExpenditures**   |  |              |   |          |  |   |   |   |
| Chassis                   |  | $                 | 12,120 |          |  | $      | 14,990 |   |
| Powertrain                |  |              | 14,640 |          |  |   | 13,210 |   |
| Corporate                 |  |              | 140    |          |  |   | 1,790  |   |
| Totalcapital expenditures |  | $                 | 26,900 |          |  | $      | 29,990 |   |
|                           |

8.    Acquisitions

In the first quarter of 2004, effective December 31, 2003, theCompany completed a transaction with DaimlerChrysler Corporation("DaimlerChrysler") that transferred fullownership of the New Castle Machining and Forge ("NewCastle") manufacturing operations to Metaldyne. FromJanuary 2003 until the transaction at December 31, 2003, New Castle wasmanaged as a joint venture between Metaldyne and DaimlerChrysler; atDecember 28, 2003, the Company's investment in this joint venturewas approximately $20 million (before fees and expenses ofapproximately $2 million). The New Castle facility manufacturessuspension and powertrain components for Chrysler, Jeep and Dodgevehicles; additionally, Metaldyne has launched initiatives to expandthe customer base beyond DaimlerChrysler. The New Castle manufacturingoperations are part of the Company's Chassis segment.

Aspart of the New Castle transaction, Metaldyne acquired Class A andClass B units representing DaimlerChrysler's entire joint ventureinterest in New Castle. In exchange, Metaldyne delivered toDaimlerChrysler $215 million (before fees and expenses of approximately$3 million), comprised of $118.8 million in cash; $31.7 million inaggregate principal amount of a new issue of its 10% seniorsubordinated notes; and $64.5 million (fair value of $55.3 million asof December 31, 2003) in aggregate liquidation preference of its SeriesA-1 preferred stock. Included in the $5 million fees and expenses is a$2.4 million transaction fee paid to Heartland Industrial Partners("Heartland") pursuant to the acquisition ofNew Castle. The cash portion of the consideration was funded in part bythe net cash proceeds of approximately $58 million from thesale-leaseback of certain machinery and equipment with a third-partylessor, with the remainder funded through Metaldyne's revolvingcredit facility.

The consolidated statement of cash flows forthe three months ended March 28, 2004 has been adjusted to reflect thefinal purchase price allocation of the New Castle acquisition.

In connection with the acquisition of New Castle, the Companyrecorded $33.6 million of tax deductible goodwill that is amortizableover a 15 year period. The tax deductible goodwill in excess ofgoodwill recorded in connection with the transaction for financialreporting purposes is attributable to the unamortized accretion, as ofthe issue date, of the 10% senior subordinated notes.

Also, in conjunction with the purchase agreement for the acquisitionof New Castle, DaimlerChrysler agreed to reimburse the Company forpotential equipment purchases related to production capacity for aspecific product line. As reimbursement is received fromDaimlerChrysler, the Company has recognized this as a reduction to theinitial goodwill recorded at the time of this 

10

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED)

acquisition. The Company anticipates totalreimbursement of $8.3 million, of which approximately $5.8 million hasbeen received as of April 3, 2005.

9.    Asset Impairmentsand Restructuring Related Integration Actions

Restructuringcosts incurred for the three months ended April 3, 2005 were $1.3million and primarily reflect headcount reductions related to theconsolidation of the Company's operations into two segments.Costs incurred for the three months ended March 30, 2004 were $0.2million and primarily reflect headcount reductions in theCompany's Forging operations.

The Company expects torealize additional savings in 2005 from the 2004 restructuring actionsas reductions in employee-related expenses recognized in both cost ofgoods sold and selling, general and administrative expense.

|                           |  |                                  |         |                                             |  |                                              |       |                                              |  |        |         |         |  |        |         |         |  |        |        |         |  |  |
|---------------------------|--|----------------------------------|---------|---------------------------------------------|--|----------------------------------------------|-------|----------------------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|--------|---------|--|--|
|                      |  | (Inthousands)                    |
|                      |  | AcquisitionRelatedSeveranceCosts |         | 2003AdditionalSeverance and Other ExitCosts |  | 2004Additional Severance and OtherExit Costs |       | 2005Additional Severance andOther Exit Costs |  | Total  |
| Balance atJanuary 2, 2005 |  | $                                | 710     |                                        |  | $                                            | 2,710 |                                         |  | $      | 510     |    |  | $      | — |    |  | $      | 3,930  |    |
| Charges toexpense         |  |                             | — |                                        |  |                                         | (240  | )                                       |  |   | — |    |  |   | 1,530   |    |  |   | 1,290  |    |
| Cashpayments              |  |                             | — |                                        |  |                                         | (910  | )                                       |  |   | (180    | )  |  |   | (860    | )  |  |   | (1,950 | )  |
| Balanceat April 3, 2005   |  | $                                | 710     |                                        |  | $                                            | 1,560 |                                         |  | $      | 330     |    |  | $      | 670     |    |  | $      | 3,270  |    |
|                           |

The above amounts representtotal estimated cash payments, of which $2.6 million and $5.0 millionare recorded in accrued liabilities, with $0.7 million (which willprimarily be paid out in fiscal 2006) and $2.0 million recorded inother long-term liabilities in the Company's consolidated balancesheet at April 3, 2005 and March 28, 2004, respectively.

10.    Dispositions

On February 1, 2004, the Companycompleted an asset sale pursuant to which substantially all of thebusiness associated with two of the aluminum die casting facilities inits Driveline segment was sold to Lester PDC, Ltd, a Kentucky-basedaluminum die casting and machining company. The Company retained aninterest in approximately $5.6 million in working capital (principallyaccounts receivable). Cash paid in the transaction to buy out theremaining portion of the equipment that had previously been sold underan operating lease arrangement by the Company was approximately $6.1million, net of proceeds from Lester PDC of $4.1 million. The buyeralso agreed to lease the Bedford Heights, Ohio and sub-lease the Rome,Georgia facilities from the Company for total annual lease payment ofapproximately $0.6 million. In addition, Lester PDC and Metaldyneentered into a supply agreement. In connection with the disposition ofthese manufacturing facilities, the Company recognized a charge of $7.6million on the Company's consolidated statement of operations asof March 28, 2004. The charge represents the book value ofapproximately $12 million in fixed assets and deferred financing feesoffset by the $4.1 million in cash consideration paid by Lester PDC forthe assets.

In November 2004, Lester PDC discontinued operationsat the Bedford Heights facility and the supply agreement and leaseagreement between Lester PDC and Metaldyne were terminated. As aresult, Metaldyne assumed production of some of the products at theBedford Heights facility that were subject to the terminated supplyagreement. One of these product lines is currently being manufacturedat the Bedford Heights facility and the remaining products have beenmoved to other Metaldyne facilities. The lease agreement representedannual lease revenue to Metaldyne of approximately $0.2 million.

11

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED)

11.    Redeemable Preferred Stock

The Company has outstanding 644,540 shares of $64.5 million inliquidation value ($56.4 million fair value as of April 3, 2005) ofSeries A-1 preferred stock par value $1 and authorized 644,540 sharesto DaimlerChrysler Corporation. The Company will accrete from the fairvalue to the liquidation value ratably over the ten-year period. Thepreferred stock is mandatorily redeemable on December 31, 2013. SeriesA-1 preferred stockholders are entitled to receive, when, as and ifdeclared by the Company's board of directors, cumulativequarterly cash dividends at a rate of 11% per annum plus2% per annum for any period for which there are any accrued andunpaid dividends.

The Company has outstanding 361,001 shares of$36.1 million in liquidation value ($34.4 million fair value as ofApril 3, 2005) of Series A preferred stock par value $1 and authorized370,000 shares to Masco Corporation. The Company will accrete from thefair value to the liquidation value ratably over the twelve-yearperiod. The preferred stock is mandatorily redeemable on December 31,2012. Series A preferred stockholders are entitled to receive, when, asand if declared by the Company's board of directors, cumulativequarterly cash dividends at a rate of 13% per annum for periodsending on or prior to December 31, 2005 and 15% per annum forperiods after December 31, 2005 plus 2% per annum for any periodfor which there are any accrued and unpaid dividends.

TheCompany has outstanding 184,153 shares with a fair value of $18.4million of redeemable Series B preferred stock to Heartland. Theredeemable Series B preferred shares issued are mandatory redeemable onJune 15, 2013. The Series B preferred stockholders are entitled toreceive, when, as and if declared by the Company's Board ofDirectors, cumulative semi-annual cash dividends at a rate of11.5% per annum.

Preferred stock dividends (includingaccretion of $0.3 million in 2005) were $5.4 million and $4.3 million,while dividend cash payments were zero, for the three months endedApril 3, 2005 and March 28, 2004, respectively. Unpaidaccrued dividends were $45.4 million and $40.3 million at April 3, 2005and January 2, 2005, respectively. Redeemable preferred stock,consisting of outstanding shares and unpaid dividends, was $154.6million and $149.2 million in the Company's consolidated balancesheet at April 3, 2005 and January 2, 2005, respectively.

12.    Loss Per Share

The following reconciles thenumerators and denominators used in the computations of basic anddiluted earnings per common share:

|                                                                    |  |                                       |        |                |  |        |        |         |  |  |
|--------------------------------------------------------------------|--|---------------------------------------|--------|----------------|--|--------|--------|---------|--|--|
|                                                               |  | (Inthousands except per shareamounts) |
|                                                               |  | Three MonthsEnded                     |
|                                                               |  | April 3,2005                          |        | March 28, 2004 |
| Weighted average numberof shares outstanding for basic and diluted |  |                                  | 42,840 |           |  |   | 42,800 |    |
| Lossused for basic and diluted earnings per share computation      |  | $                                     | (3,500 | )         |  | $      | (5,250 | )  |
| Basicand diluted loss per share attributable to common stock       |  | $                                     | (0.08  | )         |  | $      | (0.12  | )  |
|                                                                    |

Diluted earnings per share reflect thepotential dilution that would occur if securities or other contracts toissue common stock were exercised or converted into common stock.Excluded from the calculation of diluted earnings per share are stockoptions representing 2.7 million and 0.9 million of common shares asthey are anti-dilutive at April 3, 2005 and March 28, 2004,respectively.

Contingently issuable shares, representingapproximately 0.05 million restricted common shares, have ananti-dilutive effect on earnings per share for the three months endedApril 3, 2005 and March 28, 2004.

12

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED)

13.    Comprehensive Income (Loss)

The Company's total comprehensive income (loss) for the periodwas as follows:

|                                                                          |  |                   |         |                |  |        |         |         |  |  |
|--------------------------------------------------------------------------|--|-------------------|---------|----------------|--|--------|---------|---------|--|--|
|                                                                     |  | (Inthousands)     |
|                                                                     |  | Three MonthsEnded |
|                                                                     |  | April 3,2005      |         | March 28, 2004 |
| Net loss                                                                 |  | $                 | (3,500  | )         |  | $      | (5,250  | )  |
| Othercomprehensive income(loss):                                         |  |              |    |           |  |   |    |    |
| Foreign currencytranslationadjustment                                    |  |              | (12,740 | )         |  |   | (4,950  | )  |
| Changein the Company's portion of TriMas' currency translationadjustment |  |              | (910    | )         |  |   | — |    |
| Interest rateagreements fair value adjustments (realized in2004)         |  |              | — |           |  |   | (6,590  | )  |
| Totalother comprehensive income (loss)                                   |  |              | (13,650 | )         |  |   | (11,540 | )  |
| Totalcomprehensive loss                                                  |  | $                 | (17,150 | )         |  | $      | (16,790 | )  |
|                                                                          |

14.    EmployeeBenefitPlans

|                                                |  |                           |         |                           |  |               |         |               |  |        |         |         |  |        |         |         |  |  |
|------------------------------------------------|--|---------------------------|---------|---------------------------|--|---------------|---------|---------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                           |  | (Inthousands)             |
|                                           |  | PensionBenefits           |         | OtherBenefits             |
|                                           |  | For the three monthsended |         | For the three monthsended |
|                                           |  | April 3,2005              |         | March 28, 2004            |  | April 3, 2005 |         | March 28,2004 |
| Components of Net Periodic BenefitCost:        |  |                      |    |                      |  |          |    |          |  |   |    |    |  |   |    |    |
| Servicecost                                    |  | $                         | 760     |                      |  | $             | 780     |          |  | $      | 570     |    |  | $      | 300     |    |
| Interestcost                                   |  |                      | 4,490   |                      |  |          | 4,340   |          |  |   | 800     |    |  |   | 780     |    |
| Expectedreturn on planassets                   |  |                      | (4,600  | )                    |  |          | (4,350  | )        |  |   | — |    |  |   | — |    |
| Amortizationof prior servicecost               |  |                      | 40      |                      |  |          | 40      |          |  |   | (90     | )  |  |   | (60     | )  |
| Recognizedgain due to curtailments/settlements |  |                      | — |                      |  |          | — |          |  |   | (2,490  | )  |  |   | — |    |
| Amortizationof netloss                         |  |                      | 900     |                      |  |          | 620     |          |  |   | 170     |    |  |   | 140     |    |
| Netperiodic benefit (gain)cost                 |  | $                         | 1,590   |                      |  | $             | 1,430   |          |  | $      | (1,040  | )  |  | $      | 1,160   |    |
|                                                |

EmployerContributions

Metaldyne previously disclosed in its financialstatements for the year ended January 2, 2005, that it expected tocontribute $24.0 million to its defined benefit pension plans in 2005.As of April 3, 2005, approximately $4.2 million of contributions havebeen made.

The Company also disclosed in its financialstatements for the year ended January 2, 2005, that it expected tocontribute approximately $10.6 million to its defined contribution(profit-sharing and 401(k) matching contribution) plans in 2005. TheCompany contributed approximately $2.9 million to its definedcontribution plans as of April 3, 2005.

In December 2004, theCompany announced that it will discontinue retiree medical and lifeinsurance coverage to its salaried and nonunion retirees and theirbeneficiaries effective January 1, 2006. The Company recorded acurtailment gain of $2.5 million for the three months ended April 3,2005 pursuant to this announcement, and is included in selling, generaland administrative expenses in the Company's consolidatedstatement of operations.

15.    Commitments andContingencies

The Company is subject to claims and litigationin the ordinary course of its business but does not believe that anysuch claim or litigation will have a material adverse effect on itsfinancial position or results of operations.

13

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED)

There are no material pending legalproceedings, other than ordinary routine litigation incidental to theCompany's business, to which it is aware that would have amaterial adverse effect on the Company's financial position orresults of operations.

16.    New AccountingPronouncements

In October 2004, the U.S. government enacted theAmerican Jobs Creation Act of 2004 ("Act").This Act provides for a special one-time tax deduction of 85% ofcertain foreign earnings that are repatriated to the U.S. providedcertain criteria are met. The Company is analyzing the provisions ofthe Act and the feasibility of several alternative scenarios for thepotential repatriation of a portion of the earnings of its non-U.S.subsidiaries. In general, it is the practice and intention of theCompany to reinvest the earnings of its non-U.S. subsidiaries in thoseoperations and therefore does not currently anticipate repatriation ofearnings under the Act.

In November 2004, the FASB issued SFASNo. 151, "Inventory Costs, an amendment of ARB No. 43,Chapter 4," to clarify that abnormal amounts of idlefacility expense, freight, handling costs and wasted material(spoilage) should be recognized as current period charges, and thatallocation of fixed production overheads to the costs of conversion bebased on normal capacity of the production facilities. SFAS No. 151 iseffective for inventory costs incurred during fiscal years beginningafter June 15, 2005. Accordingly, the Company will adopt SFAS No. 151for the fiscal year beginning January 2, 2006. The Company is currentlyin the process of evaluating whether the adoption of this pronouncementwill have a significant impact on its results of operations orfinancial position.

In December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based Payment."This Statement is a revision of SFAS No. 123, "Accountingfor Stock-Based Compensation" and supercedes APB No. 25,"Accounting for Stock Issued to Employees."SFAS No. 123 (revised 2004) requires that the compensation costrelating to stock options and other share-based compensationtransactions be recognized at fair value in financial statements. Dueto the Company being a nonpublic entity as defined in SFAS No. 123(revised 2004), this Statement is effective for the Company at thebeginning of its fiscal year 2006. The Company will then be required torecord any compensation expense using the fair value method inconnection with option grants to employees after adoption. Managementis currently reviewing the provisions of this Statement and will adoptit no later than its fiscal year beginning January 2, 2006.

17.    Subsequent Events

On April 22, 2005, the Companyentered into a sale-leaseback transaction for machinery and equipmentwith a third party lessor. The Company received $4.9 million cash aspart of this transaction.

On April 29, 2005, the Company and itsnewly formed wholly owned special purpose subsidiary, MRFC, Inc.,entered into a new accounts receivable financing facility with GeneralElectric Capital Corporation ("GECC").Concurrently with entering into the new facility, the Company'sformer accounts receivable financing facility with JPMorgan Chase Bank,N.A. (the "Former Facility") was repaid infull and terminated. The terms of the new facility are generallyconsistent with those of the Former Facility, but include (a) amaturity date of January 1, 2007, (b) improved customer concentrationlimits, (c) increased program availability and (d) adjustments tocertain default triggers. The new facility further provides that uponthe Company entering into an intercreditor agreement with the agentunder its senior secured credit facilities, the Receivables TransferAgreement will be automatically amended to (a) further increase programavailability and (b) increase the applicable margin on LIBOR baseddrawings from 1.5% to 1.75% (increasing further0.25% thereafter each 90 days to a maximum of 2.25%) andincrease the applicable margin on Base Rate base drawings from0.5% to 0.75% (increasing further 0.25% thereaftereach 90 days to a maximum of 2.25%). If the Company has notentered into an intercreditor agreement with the agent under its seniorsecured 

14

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED)

credit facilities within 60 days, then theimproved terms of the new facility related to certain default triggersand certain customer concentration limits will revert back to the termsunder the Former Facility.

On May 5, 2005, Standard &Poor's lowered its credit ratings of General Motors Corporationand Ford Motor Company, two of the Company's largest customers.As a result, the concentration limits under the Company's newaccounts receivable financing facility for each of these two customerswas adversely affected and program availability would have beencorrespondingly reduced by approximately $13 million as of the firstreporting period after the downgrades. The Company received a temporaryamendment from GECC to reverse the impact of the downgrades on theCompany's liquidity. The amendment expires on May 31, 2005 ifGECC has not entered into an intercreditor agreement with JPMorganChase Bank, N.A., as administrative agent under the Company'ssenior credit facility. The intercreditor agreement requires theapproval of a majority of the lenders under the Company's seniorcredit facility. If the amendment expires without the intercreditoragreement being entered into, the Company's accounts receivableprogram availability will be reduced. Any such reduction may adverselyaffect the Company's liquidity. Any further downgrades of theCompany or its largest customers may have a further adverse effect onits liquidity.

18.    Condensed Consolidating FinancialStatements of Guarantors of Senior Subordinated Notes

Thefollowing condensed consolidating financial informationpresents:

|           |                                                                                                                                                                                                                                                                                                                           |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1)  | Condensed consolidating financialstatements as of April 3, 2005 and January 2, 2005, and for the threemonths ended April 3, 2005 and March 28, 2004 of (a) MetaldyneCorporation, the parent and issuer, (b) the guarantor subsidiaries, (c)the non-guarantor subsidiaries and (d) the Company on a consolidatedbasis, and |

|           |                                                                                                                              |
|-----------|------------------------------------------------------------------------------------------------------------------------------|
| (2)  | Elimination entries necessary toconsolidate Metaldyne Corporation, the parent, with guarantor andnon-guarantor subsidiaries. |

The condensed consolidatingfinancial statements are presented on the equity method. Under thismethod, the investments in subsidiaries are recorded at cost andadjusted for the Company's share of the subsidiaries'cumulative results of operations, capital contributions, distributionsand other equity changes. The principal elimination entries eliminateinvestments in subsidiaries and intercompany balances andtransactions.

All investments in non-domestic subsidiaries areheld directly at Metaldyne Company LLC, a wholly owned subsidiary ofMetaldyne Corporation and the guarantor subsidiaries. Equity innon-domestic subsidiary investees is included in the guarantor columnof the accompanying consolidating financialinformation.

15

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)

Guarantor/Non-GuarantorCondensedConsolidating Balance Sheet April 3, 2005(Unaudited)

|                                                     |  |        |          |           |  |               |           |              |  |                           |         |        |  |        |          |         |  |        |           |         |  |  |
|-----------------------------------------------------|--|--------|----------|-----------|--|---------------|-----------|--------------|--|---------------------------|---------|--------|--|--------|----------|---------|--|--------|-----------|---------|--|--|
|                                                |  | PARENT |          | GUARANTOR |  | NON-GUARANTOR |           | ELIMINATIONS |  | (Inthousands)CONSOLIDATED |
| **Assets**                                          |  |   |     |      |  |          |      |         |  |                      |    |   |  |   |     |    |  |   |      |    |
| Currentassets:                                      |  |   |     |      |  |          |      |         |  |                      |    |   |  |   |     |    |  |   |      |    |
| Cashand cash equivalents                            |  | $      | —  |      |  | $             | —   |         |  | $                         | — |   |  | $      | —  |    |  | $      | —   |    |
| Totalreceivables, net                               |  |   | —  |      |  |          | 120,460   |         |  |                      | 53,190  |   |  |   | —  |    |  |   | 173,650   |    |
| Inventories                                         |  |   | —  |      |  |          | 94,430    |         |  |                      | 40,570  |   |  |   | —  |    |  |   | 135,000   |    |
| Deferredand refundable income taxes                 |  |   | —  |      |  |          | 14,560    |         |  |                      | 3,080   |   |  |   | —  |    |  |   | 17,640    |    |
| Prepaidexpenses and other assets                    |  |   | —  |      |  |          | 29,320    |         |  |                      | 9,810   |   |  |   | —  |    |  |   | 39,130    |    |
| Totalcurrent assets                                 |  |   | —  |      |  |          | 258,770   |         |  |                      | 106,650 |   |  |   | —  |    |  |   | 365,420   |    |
| Equityinvestments and receivables in affiliates     |  |   | 106,810  |      |  |          | —   |         |  |                      | — |   |  |   | —  |    |  |   | 106,810   |    |
| Propertyand equipment, net                          |  |   | —  |      |  |          | 573,290   |         |  |                      | 271,000 |   |  |   | —  |    |  |   | 844,290   |    |
| Excessof cost over net assets of acquired companies |  |   | —  |      |  |          | 466,280   |         |  |                      | 147,840 |   |  |   | —  |    |  |   | 614,120   |    |
| Investmentin subsidiaries                           |  |   | 572,640  |      |  |          | 239,890   |         |  |                      | — |   |  |   | (812,530 | )  |  |   | —   |    |
| Intangibleand other assets                          |  |   | —  |      |  |          | 213,650   |         |  |                      | 19,800  |   |  |   | —  |    |  |   | 233,450   |    |
| Totalassets                                         |  | $      | 679,450  |      |  | $             | 1,751,880 |         |  | $                         | 545,290 |   |  | $      | (812,530 | )  |  | $      | 2,164,090 |    |
| **LiabilitiesAnd Shareholders' Equity**             |  |
| Currentliabilities:                                 |  |   |     |      |  |          |      |         |  |                      |    |   |  |   |     |    |  |   |      |    |
| Accountspayable                                     |  | $      | —  |      |  | $             | 226,150   |         |  | $                         | 61,520  |   |  | $      | —  |    |  | $      | 287,670   |    |
| Accruedliabilities                                  |  |   | —  |      |  |          | 99,390    |         |  |                      | 24,320  |   |  |   | —  |    |  |   | 123,710   |    |
| Currentmaturities, long-term debt                   |  |   | —  |      |  |          | 3,320     |         |  |                      | 6,060   |   |  |   | —  |    |  |   | 9,380     |    |
| Totalcurrent liabilities                            |  |   | —  |      |  |          | 328,860   |         |  |                      | 91,900  |   |  |   | —  |    |  |   | 420,760   |    |
| Long-termdebt                                       |  |   | 427,250  |      |  |          | 420,290   |         |  |                      | 1,920   |   |  |   | —  |    |  |   | 849,460   |    |
| Deferredincome taxes                                |  |   | —  |      |  |          | 50,380    |         |  |                      | 26,580  |   |  |   | —  |    |  |   | 76,960    |    |
| Minorityinterest                                    |  |   | —  |      |  |          | —   |         |  |                      | 670     |   |  |   | —  |    |  |   | 670       |    |
| Otherlong-term liabilities                          |  |   | —  |      |  |          | 129,310   |         |  |                      | 7,480   |   |  |   | —  |    |  |   | 136,790   |    |
| Redeemablepreferred stock                           |  |   | 154,630  |      |  |          | —   |         |  |                      | — |   |  |   | —  |    |  |   | 154,630   |    |
| Intercompanyaccounts,net                            |  |   | (427,250 | )    |  |          | 231,690   |         |  |                      | 195,560 |   |  |   | —  |    |  |   | —   |    |
| Totalliabilities                                    |  |   | 154,630  |      |  |          | 1,160,530 |         |  |                      | 324,110 |   |  |   | —  |    |  |   | 1,639,270 |    |
| Shareholders'equity:                                |  |   |     |      |  |          |      |         |  |                      |    |   |  |   |     |    |  |   |      |    |
| Preferredstock                                      |  |   | —  |      |  |          | —   |         |  |                      | — |   |  |   | —  |    |  |   | —   |    |
| Commonstock                                         |  |   | 42,840   |      |  |          | —   |         |  |                      | — |   |  |   | —  |    |  |   | 42,840    |    |
| Paid-incapital                                      |  |   | 698,870  |      |  |          | —   |         |  |                      | — |   |  |   | —  |    |  |   | 698,870   |    |
| Accumulateddeficit                                  |  |   | (266,240 | )    |  |          | —   |         |  |                      | — |   |  |   | —  |    |  |   | (266,240  | )  |
| Accumulatedother comprehensiveincome                |  |   | 49,350   |      |  |          | —   |         |  |                      | — |   |  |   | —  |    |  |   | 49,350    |    |
| Investmentby Parent/Guarantor                       |  |   | —  |      |  |          | 591,350   |         |  |                      | 221,180 |   |  |   | (812,530 | )  |  |   | —   |    |
| Totalshareholders' equity                           |  |   | 524,820  |      |  |          | 591,350   |         |  |                      | 221,180 |   |  |   | (812,530 | )  |  |   | 524,820   |    |
| Totalliabilities and shareholders' equity           |  | $      | 679,450  |      |  | $             | 1,751,880 |         |  | $                         | 545,290 |   |  | $      | (812,530 | )  |  | $      | 2,164,090 |    |
|                                                     |

16

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METALDYNE CORPORATION NOTES TOCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor Condensed Consolidating Balance SheetJanuary 2, 2005

|                                                     |  |        |          |           |  |               |           |              |  |                           |         |        |  |        |          |         |  |        |           |         |  |  |
|-----------------------------------------------------|--|--------|----------|-----------|--|---------------|-----------|--------------|--|---------------------------|---------|--------|--|--------|----------|---------|--|--------|-----------|---------|--|--|
|                                                |  | PARENT |          | GUARANTOR |  | NON-GUARANTOR |           | ELIMINATIONS |  | (Inthousands)CONSOLIDATED |
| **Assets**                                          |  |   |     |      |  |          |      |         |  |                      |    |   |  |   |     |    |  |   |      |    |
| Currentassets:                                      |  |   |     |      |  |          |      |         |  |                      |    |   |  |   |     |    |  |   |      |    |
| Cashand cash equivalents                            |  | $      | —  |      |  | $             | —   |         |  | $                         | — |   |  | $      | —  |    |  | $      | —   |    |
| Totalreceivables, net                               |  |   | —  |      |  |          | 128,230   |         |  |                      | 53,380  |   |  |   | —  |    |  |   | 181,610   |    |
| Inventories                                         |  |   | —  |      |  |          | 84,570    |         |  |                      | 42,450  |   |  |   | —  |    |  |   | 127,020   |    |
| Deferredand refundable income taxes                 |  |   | —  |      |  |          | 14,500    |         |  |                      | 3,970   |   |  |   | —  |    |  |   | 18,470    |    |
| Prepaidexpenses and other assets                    |  |   | —  |      |  |          | 28,830    |         |  |                      | 7,820   |   |  |   | —  |    |  |   | 36,650    |    |
| Totalcurrent assets                                 |  |   | —  |      |  |          | 256,130   |         |  |                      | 107,620 |   |  |   | —  |    |  |   | 363,750   |    |
| Equityinvestments and receivables in affiliates     |  |   | 107,040  |      |  |          | —   |         |  |                      | — |   |  |   | —  |    |  |   | 107,040   |    |
| Propertyand equipment, net                          |  |   | —  |      |  |          | 580,780   |         |  |                      | 275,470 |   |  |   | —  |    |  |   | 856,250   |    |
| Excessof cost over net assets of acquired companies |  |   | —  |      |  |          | 472,050   |         |  |                      | 154,190 |   |  |   | —  |    |  |   | 626,240   |    |
| Investmentin subsidiaries                           |  |   | 584,110  |      |  |          | 232,280   |         |  |                      | — |   |  |   | (816,390 | )  |  |   | —   |    |
| Intangibleand other assets                          |  |   | —  |      |  |          | 222,380   |         |  |                      | 19,090  |   |  |   | —  |    |  |   | 241,470   |    |
| Totalassets                                         |  | $      | 691,150  |      |  | $             | 1,763,620 |         |  | $                         | 556,370 |   |  | $      | (816,390 | )  |  | $      | 2,194,750 |    |
|                                                |  |   |     |      |  |          |      |         |  |                      |    |   |  |   |     |    |  |   |      |    |
| **LiabilitiesAnd Shareholders' Equity**             |  |
| Currentliabilities:                                 |  |   |     |      |  |          |      |         |  |                      |    |   |  |   |     |    |  |   |      |    |
| Accountspayable                                     |  | $      | —  |      |  | $             | 199,710   |         |  | $                         | 86,880  |   |  | $      | —  |    |  | $      | 286,590   |    |
| Accruedliabilities                                  |  |   | —  |      |  |          | 92,000    |         |  |                      | 25,050  |   |  |   | —  |    |  |   | 117,050   |    |
| Currentmaturities, long-term debt                   |  |   | —  |      |  |          | 3,630     |         |  |                      | 8,620   |   |  |   | —  |    |  |   | 12,250    |    |
| Totalcurrent liabilities                            |  |   | —  |      |  |          | 295,340   |         |  |                      | 120,550 |   |  |   | —  |    |  |   | 415,890   |    |
| Long-termdebt                                       |  |   | 427,180  |      |  |          | 426,320   |         |  |                      | 1,950   |   |  |   | —  |    |  |   | 855,450   |    |
| Deferredincome taxes                                |  |   | —  |      |  |          | 61,940    |         |  |                      | 26,970  |   |  |   | —  |    |  |   | 88,910    |    |
| Minorityinterest                                    |  |   | —  |      |  |          | —   |         |  |                      | 650     |   |  |   | —  |    |  |   | 650       |    |
| Otherlong-term liabilities                          |  |   | —  |      |  |          | 135,310   |         |  |                      | 7,390   |   |  |   | —  |    |  |   | 142,700   |    |
| Redeemablepreferred stock                           |  |   | 149,190  |      |  |          | —   |         |  |                      | — |   |  |   | —  |    |  |   | 149,190   |    |
| Intercompanyaccounts,net                            |  |   | (427,190 | )    |  |          | 256,340   |         |  |                      | 170,840 |   |  |   | —  |    |  |   | —   |    |
| Totalliabilities                                    |  |   | 149,190  |      |  |          | 1,175,250 |         |  |                      | 328,350 |   |  |   | —  |    |  |   | 1,652,790 |    |
| Shareholders'equity:                                |  |   |     |      |  |          |      |         |  |                      |    |   |  |   |     |    |  |   |      |    |
| Preferredstock                                      |  |   | —  |      |  |          | —   |         |  |                      | — |   |  |   | —  |    |  |   | —   |    |
| Commonstock                                         |  |   | 42,830   |      |  |          | —   |         |  |                      | — |   |  |   | —  |    |  |   | 42,830    |    |
| Paid-incapital                                      |  |   | 698,870  |      |  |          | —   |         |  |                      | — |   |  |   | —  |    |  |   | 698,870   |    |
| Accumulateddeficit                                  |  |   | (262,740 | )    |  |          | —   |         |  |                      | — |   |  |   | —  |    |  |   | (262,740  | )  |
| Accumulatedother comprehensiveincome                |  |   | 63,000   |      |  |          | —   |         |  |                      | — |   |  |   | —  |    |  |   | 63,000    |    |
| Investmentby Parent/Guarantor                       |  |   | —  |      |  |          | 588,370   |         |  |                      | 228,020 |   |  |   | (816,390 | )  |  |   | —   |    |
| Totalshareholders' equity                           |  |   | 541,960  |      |  |          | 588,370   |         |  |                      | 228,020 |   |  |   | (816,390 | )  |  |   | 541,960   |    |
| Totalliabilities and shareholders' equity           |  | $      | 691,150  |      |  | $             | 1,763,620 |         |  | $                         | 556,370 |   |  | $      | (816,390 | )  |  | $      | 2,194,750 |    |
|                                                     |

17

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METALDYNE CORPORATION NOTES TOCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor Condensed Consolidating Statement ofOperations Three Months Ended April 3, 2005 (Unaudited)

|                                             |  |        |         |           |  |               |          |              |  |                           |          |         |  |        |         |         |  |        |          |         |  |  |
|---------------------------------------------|--|--------|---------|-----------|--|---------------|----------|--------------|--|---------------------------|----------|---------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                        |  | PARENT |         | GUARANTOR |  | NON-GUARANTOR |          | ELIMINATIONS |  | (Inthousands)CONSOLIDATED |
| Net sales                                   |  | $      | — |      |  | $             | 450,860  |         |  | $                         | 127,890  |    |  | $      | — |    |  | $      | 578,750  |    |
| Costof sales                                |  |   | — |      |  |          | (422,680 | )       |  |                      | (103,190 | )  |  |   | — |    |  |   | (525,870 | )  |
| Grossprofit                                 |  |   | — |      |  |          | 28,180   |         |  |                      | 24,700   |    |  |   | — |    |  |   | 52,880   |    |
| Selling,general and administrative expenses |  |   | — |      |  |          | (21,800  | )       |  |                      | (5,940   | )  |  |   | — |    |  |   | (27,740  | )  |
| Restructuringcharges                        |  |   | — |      |  |          | (1,070   | )       |  |                      | (220     | )  |  |   | — |    |  |   | (1,290   | )  |
| Operatingprofit (loss)                      |  |   | — |      |  |          | 5,310    |         |  |                      | 18,540   |    |  |   | — |    |  |   | 23,850   |    |
| Otherexpense,net:                           |  |   |    |      |  |          |     |         |  |                      |     |    |  |   |    |    |  |   |     |    |
| Interestexpense                             |  |   | — |      |  |          | (21,880  | )       |  |                      | (720     | )  |  |   | — |    |  |   | (22,600  | )  |
| Preferredstock dividends and accretion      |  |   | (5,440  | )    |  |          | —  |         |  |                      | —  |    |  |   | — |    |  |   | (5,440   | )  |
| Equitygain (loss) from affiliates, net      |  |   | 610     |      |  |          | —  |         |  |                      | —  |    |  |   | — |    |  |   | 610      |    |
| Other,net                                   |  |   | — |      |  |          | (2,870   | )       |  |                      | 1,060    |    |  |   | — |    |  |   | (1,810   | )  |
| Otherexpense, net                           |  |   | (4,830  | )    |  |          | (24,750  | )       |  |                      | 340      |    |  |   | — |    |  |   | (29,240  | )  |
| Income(loss) before incometaxes             |  |   | (4,830  | )    |  |          | (19,440  | )       |  |                      | 18,880   |    |  |   | — |    |  |   | (5,390   | )  |
| Incometax expense (benefit)                 |  |   | — |      |  |          | (7,740   | )       |  |                      | 5,850    |    |  |   | — |    |  |   | (1,890   | )  |
| Equityin net income of subsidiaries         |  |   | 1,330   |      |  |          | 13,030   |         |  |                      | —  |    |  |   | (14,360 | )  |  |   | —  |    |
| Earnings(loss) attributable to common stock |  | $      | (3,500  | )    |  | $             | 1,330    |         |  | $                         | 13,030   |    |  | $      | (14,360 | )  |  | $      | (3,500   | )  |
|                                             |

18

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METALDYNE CORPORATION NOTES TOCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor Condensed Consolidating Statement ofOperations Three Months Ended March 28, 2004 (Unaudited)

|                                                        |  |        |         |           |  |               |          |              |  |                           |         |         |  |        |         |         |  |        |          |         |  |  |
|--------------------------------------------------------|--|--------|---------|-----------|--|---------------|----------|--------------|--|---------------------------|---------|---------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                                   |  | PARENT |         | GUARANTOR |  | NON-GUARANTOR |          | ELIMINATIONS |  | (Inthousands)CONSOLIDATED |
| Net sales                                              |  | $      | — |      |  | $             | 378,510  |         |  | $                         | 102,630 |    |  | $      | — |    |  | $      | 481,140  |    |
| Costof sales                                           |  |   | — |      |  |          | (346,560 | )       |  |                      | (82,370 | )  |  |   | — |    |  |   | (428,930 | )  |
| Grossprofit                                            |  |   | — |      |  |          | 31,950   |         |  |                      | 20,260  |    |  |   | — |    |  |   | 52,210   |    |
| Selling,general and administrative expenses            |  |   | — |      |  |          | (25,730  | )       |  |                      | (5,490  | )  |  |   | — |    |  |   | (31,220  | )  |
| Restructuringcharges                                   |  |   | — |      |  |          | (190     | )       |  |                      | — |    |  |   | — |    |  |   | (190     | )  |
| Losson disposition of manufacturing facilities         |  |   | — |      |  |          | (7,600   | )       |  |                      | — |    |  |   | — |    |  |   | (7,600   | )  |
| Operatingprofit (loss)                                 |  |   | — |      |  |          | (1,570   | )       |  |                      | 14,770  |    |  |   | — |    |  |   | 13,200   |    |
| Otherexpense,net:                                      |  |   |    |      |  |          |     |         |  |                      |    |    |  |   |    |    |  |   |     |    |
| Interestexpense                                        |  |   | — |      |  |          | (17,990  | )       |  |                      | (2,110  | )  |  |   | — |    |  |   | (20,100  | )  |
| Preferredstock dividends and accretion                 |  |   | (4,260  | )    |  |          | —  |         |  |                      | — |    |  |   | — |    |  |   | (4,260   | )  |
| Non-cashgain on maturity of interest rate arrangements |  |   | — |      |  |          | 6,590    |         |  |                      | — |    |  |   | — |    |  |   | 6,590    |    |
| Equitygain (loss) from affiliates, net                 |  |   | 1,460   |      |  |          | —  |         |  |                      | — |    |  |   | — |    |  |   | 1,460    |    |
| Other,net                                              |  |   | — |      |  |          | 190      |         |  |                      | (2,570  | )  |  |   | — |    |  |   | (2,380   | )  |
| Otherexpense, net                                      |  |   | (2,800  | )    |  |          | (11,210  | )       |  |                      | (4,680  | )  |  |   | — |    |  |   | (18,690  | )  |
| Income(loss) before incometaxes                        |  |   | (2,800  | )    |  |          | (12,780  | )       |  |                      | 10,090  |    |  |   | — |    |  |   | (5,490   | )  |
| Incometax expense (benefit)                            |  |   | — |      |  |          | (3,360   | )       |  |                      | 3,120   |    |  |   | — |    |  |   | (240     | )  |
| Equityin net income of subsidiaries                    |  |   | (2,450  | )    |  |          | 6,970    |         |  |                      | — |    |  |   | (4,520  | )  |  |   | —  |    |
| Earnings(loss) attributable to common stock            |  | $      | (5,250  | )    |  | $             | (2,450   | )       |  | $                         | 6,970   |    |  | $      | (4,520  | )  |  | $      | (5,250   | )  |
|                                                        |

19

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METALDYNE CORPORATION NOTES TOCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor Condensed Consolidating Statement ofCash Flows Three Months Ended April 3, 2005 (Unaudited)

|                                                                |  |        |         |           |  |               |         |              |  |                           |         |         |  |        |         |        |  |        |         |         |  |  |
|----------------------------------------------------------------|--|--------|---------|-----------|--|---------------|---------|--------------|--|---------------------------|---------|---------|--|--------|---------|--------|--|--------|---------|---------|--|--|
|                                                           |  | PARENT |         | GUARANTOR |  | NON-GUARANTOR |         | ELIMINATIONS |  | (Inthousands)CONSOLIDATED |
| Cash flowsfrom operatingactivities:                            |  |   |    |      |  |          |    |         |  |                      |    |    |  |   |    |   |  |   |    |    |
| Netcash provided by (used for) operating activities            |  | $      | — |      |  | $             | 28,640  |         |  | $                         | (5,110  | )  |  | $      | — |   |  | $      | 23,530  |    |
| Cashflows from investingactivities:                            |  |   |    |      |  |          |    |         |  |                      |    |    |  |   |    |   |  |   |    |    |
| Capitalexpenditures                                            |  |   | — |      |  |          | (19,190 | )       |  |                      | (7,710  | )  |  |   | — |   |  |   | (26,900 | )  |
| Proceedsfrom sale/leaseback of fixed assets                    |  |   | — |      |  |          | 6,490   |         |  |                      | — |    |  |   | — |   |  |   | 6,490   |    |
| Reimbursementfrom acquisition of business, net of cashreceived |  |   | — |      |  |          | 5,750   |         |  |                      | — |    |  |   | — |   |  |   | 5,750   |    |
| Netcash used for investing activities                          |  |   | — |      |  |          | (6,950  | )       |  |                      | (7,710  | )  |  |   | — |   |  |   | (14,660 | )  |
| Cashflows from financingactivities:                            |  |   |    |      |  |          |    |         |  |                      |    |    |  |   |    |   |  |   |    |    |
| Proceedsof revolving credit facility                           |  |   | — |      |  |          | 65,000  |         |  |                      | — |    |  |   | — |   |  |   | 65,000  |    |
| Principalpayments of revolving credit facility                 |  |   | — |      |  |          | (70,770 | )       |  |                      | — |    |  |   | — |   |  |   | (70,770 | )  |
| Proceedsof other debt                                          |  |   | — |      |  |          | — |         |  |                      | 1,570   |    |  |   | — |   |  |   | 1,570   |    |
| Principalpayments of other debt                                |  |   | — |      |  |          | (820    | )       |  |                      | (3,800  | )  |  |   | — |   |  |   | (4,620  | )  |
| Netcash used for financing activities                          |  |   | — |      |  |          | (6,590  | )       |  |                      | (2,230  | )  |  |   | — |   |  |   | (8,820  | )  |
| Effectof exchange on cash                                      |  |   | — |      |  |          | — |         |  |                      | (50     | )  |  |   | — |   |  |   | (50     | )  |
| Changein intercompany accounts                                 |  |   | — |      |  |          | (15,100 | )       |  |                      | 15,100  |    |  |   | — |   |  |   | — |    |
| Netincrease in cash                                            |  |   | — |      |  |          | — |         |  |                      | — |    |  |   | — |   |  |   | — |    |
| Cashand cash equivalents, beginning of period                  |  |   | — |      |  |          | — |         |  |                      | — |    |  |   | — |   |  |   | — |    |
| Cashand cash equivalents, end of period                        |  | $      | — |      |  | $             | — |         |  | $                         | — |    |  | $      | — |   |  | $      | — |    |
|                                                                |

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METALDYNE CORPORATION NOTES TOCONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)

Guarantor/Non-Guarantor Condensed Consolidating Statement ofCash Flows Three Months Ended March 28, 2004 (Unaudited)

|                                                     |  |        |         |           |  |               |          |              |  |                           |         |         |  |        |         |        |  |        |          |         |  |  |
|-----------------------------------------------------|--|--------|---------|-----------|--|---------------|----------|--------------|--|---------------------------|---------|---------|--|--------|---------|--------|--|--------|----------|---------|--|--|
|                                                |  | PARENT |         | GUARANTOR |  | NON-GUARANTOR |          | ELIMINATIONS |  | (Inthousands)CONSOLIDATED |
| Cash flowsfrom operatingactivities:                 |  |   |    |      |  |          |     |         |  |                      |    |    |  |   |    |   |  |   |     |    |
| Netcash provided by (used for) operating activities |  | $      | — |      |  | $             | 122,970  |         |  | $                         | (34,120 | )  |  | $      | — |   |  | $      | 88,850   |    |
| Cashflows from investingactivities:                 |  |   |    |      |  |          |     |         |  |                      |    |    |  |   |    |   |  |   |     |    |
| Capitalexpenditures                                 |  |   | — |      |  |          | (24,500  | )       |  |                      | (5,490  | )  |  |   | — |   |  |   | (29,990  | )  |
| Proceedsfrom sale/leaseback of fixed assets         |  |   | — |      |  |          | 64,960   |         |  |                      | — |    |  |   | — |   |  |   | 64,960   |    |
| Acquisitionof business, net of cash received        |  |   | — |      |  |          | (203,870 | )       |  |                      | — |    |  |   | — |   |  |   | (203,870 | )  |
| Dispositionof manufacturing facilities              |  |   | — |      |  |          | (500     | )       |  |                      | — |    |  |   | — |   |  |   | (500     | )  |
| Netcash used for investing activities               |  |   | — |      |  |          | (163,910 | )       |  |                      | (5,490  | )  |  |   | — |   |  |   | (169,400 | )  |
| Cashflows from financingactivities:                 |  |   |    |      |  |          |     |         |  |                      |    |    |  |   |    |   |  |   |     |    |
| Principalpayments of term loan facilities           |  |   | — |      |  |          | (440     | )       |  |                      | — |    |  |   | — |   |  |   | (440     | )  |
| Proceedsof revolving credit facility                |  |   | — |      |  |          | 70,000   |         |  |                      | — |    |  |   | — |   |  |   | 70,000   |    |
| Principalpayments of revolving credit facility      |  |   | — |      |  |          | (37,900  | )       |  |                      | — |    |  |   | — |   |  |   | (37,900  | )  |
| Proceedsof senior subordinated notes, due 2014      |  |   | 26,920  |      |  |          | —  |         |  |                      | — |    |  |   | — |   |  |   | 26,920   |    |
| Proceedsof other debt                               |  |   | — |      |  |          | —  |         |  |                      | 630     |    |  |   | — |   |  |   | 630      |    |
| Principalpayments of other debt                     |  |   | — |      |  |          | (1,300   | )       |  |                      | (960    | )  |  |   | — |   |  |   | (2,260   | )  |
| Issuanceof Series A-1 preferred stock               |  |   | 55,340  |      |  |          | —  |         |  |                      | — |    |  |   | — |   |  |   | 55,340   |    |
| Netcash provided by (used for) financing activities |  |   | 82,260  |      |  |          | 30,360   |         |  |                      | (330    | )  |  |   | — |   |  |   | 112,290  |    |
| Effectof exchange on cash                           |  |   | — |      |  |          | —  |         |  |                      | (60     | )  |  |   | — |   |  |   | (60      | )  |
| Changein intercompany accounts                      |  |   | (82,260 | )    |  |          | 42,830   |         |  |                      | 39,430  |    |  |   | — |   |  |   | —  |    |
| Netincrease (decrease) in cash                      |  |   | — |      |  |          | 32,250   |         |  |                      | (570    | )  |  |   | — |   |  |   | 31,680   |    |
| Cashand cash equivalents, beginning of period       |  |   | — |      |  |          | 10,750   |         |  |                      | 3,070   |    |  |   | — |   |  |   | 13,820   |    |
| Cashand cash equivalents, end of period             |  | $      | — |      |  | $             | 43,000   |         |  | $                         | 2,500   |    |  | $      | — |   |  | $      | 45,500   |    |
|                                                     |

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ITEM2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

Executive Summary

We are a leading global manufacturer of highly engineered metalcomponents for the global light vehicle market with 2004 sales ofapproximately $2 billion. We operate two segments focused on the globallight vehicle market. The Chassis and Powertrain segments manufacture,design, engineer and assemble metal-formed and precision-engineeredcomponents and modular systems used in the transmissions, engines andchassis of vehicles. We serve approximately 200 automotive andindustrial customers and our top ten customers represent approximately67% of total 2004 sales. Prior to November 2000, we were apublic company. Since we were acquired in November 2000 by a privateinvestor group, we have actively pursued opportunities for internalgrowth and strategic acquisitions that were unavailable to us when themajority of our shares were publicly traded. Since November 2000, wehave completed four acquisitions — Simpson in December 2000, GMTIeffective January 2001, Dana Corporation's Greensboro, NCoperation in May 2003, and DaimlerChrysler's New Castle operationat the beginning of our fiscal 2004. Each of these acquisitions hasadded to the full service, integrated metal supply capabilities of ourautomotive operations. Additionally, we split off our non-automotiveoperations, divesting our former TriMas subsidiary in June 2002, ourFittings operation in April 2003 and two aluminum die castingfacilities in February 2004. In December 2004, we resumed a smalloperation at one of these two aluminum die casting facilities due tothe independent investor's cessation of business in 2004.

Key Factors Affecting our Reported Results

We operate inextremely competitive markets. Our customers select us based uponnumerous factors including technology, quality and price. Supplierselection is generally finalized several years prior to the start ofvehicle production and as a result, business that we win will generallynot start production for two years or beyond. In addition, our resultsare heavily dependent on global vehicle production, and in particularthe North American vehicle production of the Big 3 domesticmanufacturers (GM, Ford, and DaimlerChrysler). Our customers generallyrequire that we offer annual productivity and efficiency related pricedecreases on products we sell them. Critical factors to be successfulin this market include global low cost production facilities, leadingservice and parts quality, and differentiated product and processtechnology. Accordingly, we focus on managing our global manufacturingfootprint in line with our customer needs and local marketmanufacturing cost differences, improving operating efficiency andproduction quality of our plants, fixing or eliminating unprofitablefacilities and reducing our overall material costs. In addition, wespend considerable time and resources developing new technology andproducts to enhance performance and/or decrease cost of the products wesell to our customers. See "Results ofOperations" for more details as to the factors that affectyear over year performance.

The rise in material costs,especially steel, continues to negatively impact our results. This andother increases in our raw material costs increased our cost of goodssold by approximately $42 million in the first quarter of 2005(approximately $23 million related to steel increases). Note that steelprice increases primarily relate to our Forgings operations within theChassis segment while the remaining increases are spread across all ofour other businesses and are related to numerous raw material increasessuch as molybdenum and casting components we purchase. However, we wereable to recover a significant amount of this increase throughnegotiated or contractual price recovery from our customers, costreductions, a decrease in our annual productivity/price reductionsgiven to our customers, scrap sales, and steel resourcing efforts. Ourability to fully execute this recovery on a going forward basis is notguaranteed. Additionally, it appears that raw material costs willcontinue to increase in 2005 and although we have initiatives in placeto offset these expected increases, there is no guarantee that theseefforts will be successful.

Our strategy is centered on growththrough new business awards and acquisitions. We have a significant newproject backlog and have completed several recent acquisitions that webelieve will 

22

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enable us to better serve our customer baseand provide enhanced returns for our stakeholders. In order to financea large portion of this activity, we incurred significant new debt. Assuch, we have substantial leverage and are constrained by variouscovenant limitations (see "Debt, Capitalization andAvailable Financing Sources" for more details surroundingthese covenants). As we continue to invest in the resources to produceour new business backlog and thus grow our business, a significantportion of our operating cash flow will be used to buy new capitalequipment, expand production capacity and invest in new technology inaddition to servicing principal and interest payments on our debtobligations. Therefore, we are focused on our cash generation ability(we monitor this internally through "AdjustedEBITDA." See the discussion below in "KeyIndicators of Performance (Non-GAAP Financial Measures)"for further explanation) and working capital and fixed asset efficiencyto assess our ability to favorably finance our new businessbacklog.

In January 2005, we reorganized and consolidated ouroperations into two segments: the Chassis segment and the Powertrainsegment. The Chassis segment consists of the former Chassis operationsplus a portion of the former Driveline operations, while the Powertrainsegment consists of the former Engine operations combined with theremainder of the former Driveline operations. The prior year amountshave been restated to reflect these changes for comparisonpurposes.

Our first quarter 2005 net sales were $579 millionversus first quarter 2004 net sales of $481 million. The primary driverof the increase in our 2005 sales was $69 million in additional net newbusiness related to new product launches and ramp up of existingprograms. The launch of several product lines (principallyDaimlerChrysler vehicle platforms – LX and WK) within our Chassissegment contributed $45 million in the first quarter of 2005 of net newbusiness. The Powertrain Group contributed $24 million in net newbusiness from new product launches and ramp up of existing programs.The above net new business numbers include the effect of the9.3% decrease in North American vehicles production from ourthree largest customers (Ford, GM, and DaimlerChrysler) during thefirst quarter of 2005. In addition, we had approximately $32 millionincrease in sales to help offset rising material costs as well as a $4million benefit from foreign exchange movements. However, theseincreases were partially offset by approximately a $4 million decreaserelated to our divestiture of two aluminum die casting facilities inthe first quarter of 2004. Our gross profit was $52.9 million or9.1% of net sales for 2005 compared to $52.2 million or10.9% of net sales for 2004. The increase of $0.7 million wasprimarily due the sales increase discussed above offset by three otherfactors that contributed to our decline in gross margin percentage.First, we did not intend to profit on material cost increases and infact passed on less than 100% of our cost increases to ourcustomers. We were able to offset the majority of the remainingmaterial cost increase that we did not recover in pricing through costreduction efforts in our business. The effect on gross margin was0.6%. The second factor reducing gross margin was the costsassociated with plant consolidation efforts in our Chassis segment,which amounted to approximately $1 million in the first quarter of2005. The remaining reduction to gross margin was a $1.8 millionincrease in depreciation and amortization expense, a slightly negativeproduct sales mix in the first quarter and operational issues in two ofour Chassis facilities resulting primarily from higher operating costssuch as tooling, scrap and repair and maintenance expenses. Operatingprofit increased from $13.2 million in 2004 to $23.9 million in 2005.In addition to the above factors, the increase in 2005 operating profitis primarily the result of a charge of $7.6 million that was taken inconnection with our divestiture of two manufacturing facilities withinour former Driveline segment in the first quarter of 2004 as well as a$2.5 million curtailment gain for post retiree medical benefits in thefirst quarter of 2005. The remaining difference is primarily due to a$0.8 million unrealized gain on foreign exchange movements on workingcapital in the first quarter of 2005.

Key Indicators ofPerformance (Non-GAAP Financial Measures)

In evaluating ourbusiness, our management considers Adjusted EBITDA as a key indicatorof financial operating performance and as a measure of cash generatingcapability.

We define Adjusted EBITDA as net income (loss)before cumulative effect of accounting change and before interest,taxes, depreciation, amortization, asset impairment, non-cash losses onsale-leaseback of property and equipment and non-cash restricted stockaward expense. In evaluating 

23

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Adjusted EBITDA, our management deems itimportant to consider the quality of our underlying earnings byseparately identifying certain costs undertaken to improve our results,such as costs related to consolidating facilities and businesses in aneffort to eliminate duplicative costs or achieve efficiencies, costsrelated to integrating acquisitions and restructuring costs related toexpense reduction efforts. Although our consolidation, restructuringand integration efforts are continuing and driven in part by ouracquisition activity, our management eliminates these costs to evaluateunderlying business performance. Caution must be exercised ineliminating these items as they include substantially (but notnecessarily entirely) cash costs and there can be no assurance that wewill ultimately realize the benefits of these efforts. Moreover, evenif the anticipated benefits are realized, they may be offset by otherbusiness performance or general economic issues.

By selectingAdjusted EBITDA, management believes that it is the best indicator(together with a careful review of the aforementioned items) of ourability to service and/or incur indebtedness as we are a highlyleveraged company. We use Adjusted EBITDA as a key performance measurebecause we believe it facilitates operating performance comparisonsfrom period to period and company to company by backing out potentialdifferences caused by variations in capital structures (affectinginterest expense), tax positions (such as the impact on periods orcompanies of changes in effective tax rates or net operating losses),and the impact of purchase accounting and SFAS No. 142 (affectingdepreciation and amortization expense). Because Adjusted EBITDAfacilitates internal comparisons of our historical operatingperformance on a more consistent basis, we also use Adjusted EBITDA forbusiness planning purposes, to incent and compensate our managementpersonnel, as a measure of segment performance, in measuring ourperformance relative to that of our competitors and in evaluatingacquisition opportunities. In addition, we believe Adjusted EBITDA andsimilar measures are widely used by investors, securities analysts,rating agencies and other interested parties as a measure of financialperformance and debt-service capabilities. Our use of Adjusted EBITDAhas limitations as an analytical tool, and you should not consider itin isolation or as a substitute for analysis of our results as reportedunder GAAP. Some of these limitations are:

|              |                                                                                            |
|--------------|--------------------------------------------------------------------------------------------|
| •  | It does not reflect our cash expendituresfor capital equipment or contractual commitments; |

|              |                                                                                                                                                                                                                           |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Although depreciation and amortization arenon-cash charges, the assets being depreciated and amortized may haveto be replaced in the future, and Adjusted EBITDA does not reflect cashrequirements for such replacements; |

|              |                                                                                    |
|--------------|------------------------------------------------------------------------------------|
| •  | Itdoes not reflect changes in, or cash requirements for, our workingcapital needs; |

|              |                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------|
| •  | It does not reflect theinterest expense or the cash requirements necessary to service interestor principal payments on our indebtedness; |

|              |                                                                                                                                                                      |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | It includes amounts resulting from matterswe consider not to be indicative of underlying performance of ourfundamental business operations, as discussed herein; and |

|              |                                                                                                                                                              |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Other companies, including companies in ourindustry, may calculate these measures differently than we do, limitingtheir usefulness as a comparative measure. |

Because of theselimitations, Adjusted EBITDA should not be considered as a measure ofdiscretionary cash available to us to invest in the growth of ourbusiness. We compensate for these limitations by relying primarily onour GAAP results and using Adjusted EBITDA only supplementally. Wecarefully review our operating profit margins (operating profit as apercentage of net sales) at a segment level, which are discussed indetail in our year-to-year comparison of operatingresults.

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The following is a reconciliation of ourAdjusted EBITDA to net income (loss) for the three months ended April3, 2005 and March 28,2004:

|                                                  |  |               |         |         |  |        |        |         |  |  |
|--------------------------------------------------|--|---------------|---------|---------|--|--------|--------|---------|--|--|
|                                             |  | (Inthousands) |
|                                             |  | 2005          |         | 2004    |
|                                             |  |          |    |    |  |   |   |    |
| Net loss                                         |  | $             | (3,500  | )  |  | $      | (5,250 | )  |
| Income taxbenefit                                |  |          | (1,890  | )  |  |   | (240   | )  |
| Interestexpense                                  |  |          | 22,600  |    |  |   | 20,100 |    |
| Depreciationand amortization in operating profit |  |          | 33,330  |    |  |   | 31,530 |    |
| Non-cash stock awardexpense                      |  |          | — |    |  |   | 230    |    |
| Preferred stockdividend                          |  |          | 5,440   |    |  |   | 4,260  |    |
| Gain onmaturity of interest ratearrangements     |  |          | — |    |  |   | (6,590 | )  |
| Loss ondisposition of manufacturing facilities   |  |          | — |    |  |   | 7,600  |    |
| Equity (gain) loss fromaffiliates,net            |  |          | (610    | )  |  |   | (1,460 | )  |
| Certain itemswithin other, net(1)                |  |          | 2,470   |    |  |   | 2,350  |    |
| AdjustedEBITDA                                   |  | $             | 57,840  |    |  | $      | 52,530 |    |
|                                                  |

(1)Reconciliation of OtherExpense

|                                                                                               |  |               |       |         |  |        |       |        |  |  |
|-----------------------------------------------------------------------------------------------|--|---------------|-------|---------|--|--------|-------|--------|--|--|
|                                                                                          |  | (Inthousands) |
|                                                                                          |  | 2005          |       | 2004    |
| Itemsexcluded from Adjusted EBITDA (amortization of financing fees and A/Rsecuritizationfees) |  | $             | 2,470 |    |  | $      | 2,350 |   |
| Items includedin Adjusted EBITDA (includes foreign currency, royalties and interestincome)    |  |          | (660  | )  |  |   | 30    |   |
| Totalother, net                                                                               |  | $             | 1,810 |    |  | $      | 2,380 |   |
|                                                                                               |

Thefollowing details certain items relating to our consolidation,restructuring and integration efforts and other charges not eliminatedin determining Adjusted EBITDA, but that we would eliminate inevaluating the quality of our Adjusted EBITDA:

|                                |  |               |         |         |  |        |         |         |  |  |
|--------------------------------|--|---------------|---------|---------|--|--------|---------|---------|--|--|
|                           |  | (Inthousands) |
|                           |  | 2005          |         | 2004    |
| Restructuringcharges           |  | $             | (1,290  | )  |  | $      | (190    | )  |
| Fixed assetdisposal losses     |  |          | (550    | )  |  |   | (320    | )  |
| Foreigncurrency gains (losses) |  |          | 360     |    |  |   | (430    | )  |
| Independent investigationfees  |  |          | — |    |  |   | (1,170  | )  |
| FAS 87/106curtailment gain     |  |          | 2,500   |    |  |   | — |    |
|                                |

Results ofOperations

As a result of our reorganization of theCompany's structure in the first quarter of 2005, the prior yearamounts have been restated to reflect these changes for comparisonpurposes.

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Quarter Ended April 3, 2005 versusMarch 28, 2004

Net Sales.    Net sales by segmentand in total for the three months ended April 3, 2005 and March 28,2004were:

|                   |  |                                |         |                                 |  |        |         |        |  |  |
|-------------------|--|--------------------------------|---------|---------------------------------|--|--------|---------|--------|--|--|
|              |  | (Inthousands)                  |
| Segment           |  | ThreeMonths EndedApril 3, 2005 |         | Three Months EndedMarch 28,2004 |
| Chassis Segment   |  | $                              | 338,450 |                            |  | $      | 267,360 |   |
| PowertrainSegment |  |                           | 240,300 |                            |  |   | 213,780 |   |
| TotalCompany      |  | $                              | 578,750 |                            |  | $      | 481,140 |   |
|                   |

Ourfirst quarter 2005 net sales were $579 million versus first quarter2004 net sales of $481 million. The primary driver of the increase inour 2005 sales was $69 million in additional net new business relatedto new product launches and ramp up of existing programs. The launch ofseveral product lines (DaimlerChrysler vehicle platforms – LX,WK) within our Chassis segment contributed $45 million in the firstquarter of 2005 of net new business. The Powertrain Group contributed$24 million in net new business from new product launches and ramp upof existing programs. The above net new business numbers include theeffect of the 9.3% decrease in North American vehiclesproduction from our three largest customers (Ford, GM, andDaimlerChrysler) during the first quarter of 2005. In addition, we hadapproximately $32 million increase in sales to help offset risingmaterial costs as well as a $4 million benefit from foreign exchangemovements. However, these increases were partially offset byapproximately a $4 million decrease related to our divestiture of twoaluminum die casting facilities in the first quarter of 2004. Thespecific sales differences are further explained in the segmentinformation section.

Gross Profit.    Gross profit bysegment and in total for the three months ended April 3, 2005 and March28, 2004were:

|                                |  |                                |        |                                 |  |        |        |         |  |  |
|--------------------------------|--|--------------------------------|--------|---------------------------------|--|--------|--------|---------|--|--|
|                           |  | (Inthousands)                  |
| Segment                        |  | ThreeMonths EndedApril 3, 2005 |        | Three Months EndedMarch 28,2004 |
| Chassis Segment                |  | $                              | 22,290 |                            |  | $      | 25,920 |    |
| Powertrain Segment             |  |                           | 35,630 |                            |  |   | 30,670 |    |
| Corporate/centralizedresources |  |                           | (5,040 | )                          |  |   | (4,380 | )  |
| TotalCompany                   |  | $                              | 52,880 |                            |  | $      | 52,210 |    |
|                                |

Ourgross profit was $52.9 million or 9.1% of net sales for 2005compared to $52.2 million or 10.9% of net sales for 2004. Theincrease of $0.7 million was primarily due to the sales increasediscussed above offset by three other factors that contributed to ourdecline in gross margin percentage. First, we did not intend to profiton material cost increases and in fact passed on less than 100%of our cost increases to our customers. We were able to offset themajority of the remaining material cost increase that we did notrecover in pricing through cost reduction efforts in our business. Theeffect on gross margin was 0.6%. The second factor reducinggross margin was the costs associated with plant consolidation effortsin our Chassis segment, which amounted to approximately $1 million inthe first quarter of 2005. The remaining reduction to gross margin wasa $1.8 million increase in depreciation and amortization expense, aslightly negative product sales mix in the first quarter andoperational issues in two of our Chassis facilities.

Selling, General and Administrative.    Selling, generaland administrative expenses were $27.7 million, or 4.8% of netsales, for 2005 compared to $31.2 million, or 6.5% of sales, in2004. The $3.5 million decrease from 2004 to 2005 is primarilyexplained by a $2.5 million post retirement medical curtailment gain.The remaining difference is primarily due to a $0.7 million unrealizedgain on foreign exchange movements on working capital. Selling, generaland administrative expenses as a percent of sales decreased due to thefact that we were able to increase our sales without adding additionalresources.

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Depreciation andAmortization.    Depreciation and amortization expense bysegment and in total for the three months ended April 3, 2005 and March28, 2004was:

|                                |  |                                |        |                                 |  |        |        |        |  |  |
|--------------------------------|--|--------------------------------|--------|---------------------------------|--|--------|--------|--------|--|--|
|                           |  | (Inthousands)                  |
| Segment                        |  | ThreeMonths EndedApril 3, 2005 |        | Three Months EndedMarch 28,2004 |
| Chassis Segment                |  | $                              | 18,700 |                            |  | $      | 16,560 |   |
| Powertrain Segment             |  |                           | 12,430 |                            |  |   | 11,780 |   |
| Corporate/centralizedresources |  |                           | 2,200  |                            |  |   | 3,190  |   |
| TotalCompany                   |  | $                              | 33,330 |                            |  | $      | 31,530 |   |
|                                |

Thenet increase in depreciation and amortization of approximately $1.8million is principally explained by capital spending exceeding ourdepreciation expense over the past several years. Thus, the additionalcapital spending accounts for the increase in depreciation expense.

Restructuring Charges.    We incurred $1.3 million ofadditional restructuring charges in the first quarter of 2005 comparedto $0.2 million incurred in the first quarter of 2004. The 2005 chargesare primarily as a result of headcount reductions related to theconsolidation of our operations into two segments. Net restructuringactivity in the first quarter of 2005 is asfollows:

|                        |  |                |        |         |  |  |
|------------------------|--|----------------|--------|---------|--|--|
|                   |  | (Inthousands)  |
|                   |  | SeveranceCosts |
| BalanceJanuary 2, 2005 |  | $              | 3,930  |    |
| Charges toexpense      |  |           | 1,290  |    |
| Cashpayments           |  |           | (1,950 | )  |
| Balanceat April 3,2005 |  | $              | 3,270  |    |
|                        |

BusinessDisposition.    In connection with our sale of two aluminum diecasting facilities in our Driveline segment, we incurred a $7.6 millioncharge in the first quarter of 2004. This charge representsapproximately a book value of $12 million in fixed assets and deferredfinancing fees offset by the $4.1 million in cash consideration paid byLester PDC for the assets.

OperatingProfit.    Operating profit was $23.9 million, or 4.1% ofsales, for the first quarter of 2005 compared to $13.2 million, or2.7% of sales, for the same period in 2004. The $7.6 millioncharge relating to the disposition of two manufacturing facilitiesdiscussed above represented 1.6% of sales. This resulting $3million increase is principally explained by the factors discussedabove, including additional sales volume, the post retirementcurtailment gain and other decreases in our selling, general andadministrative expenses. The makeup of each of these differences isdiscussed in greater detail above. Operating profit by segment for thethree months ended April 3, 2005 and March 28, 2004 is asfollows:

|                                |  |                                |        |                                 |  |        |        |         |  |  |
|--------------------------------|--|--------------------------------|--------|---------------------------------|--|--------|--------|---------|--|--|
|                           |  | (Inthousands)                  |
| Segment                        |  | ThreeMonths EndedApril 3, 2005 |        | Three Months EndedMarch 28,2004 |
| Chassis Segment                |  | $                              | 8,990  |                            |  | $      | 13,350 |    |
| Powertrain Segment             |  |                           | 21,260 |                            |  |   | 9,320  |    |
| Corporate/centralizedresources |  |                           | (6,400 | )                          |  |   | (9,470 | )  |
| TotalCompany                   |  | $                              | 23,850 |                            |  | $      | 13,200 |    |
|                                |

AdjustedEBITDA.    Management reviews our segment operating resultsbased upon the Adjusted EBITDA definition as discussed in the"Key Indicators of Performance (Non-GAAP FinancialMeasures)" section. Accordingly, we have separatelypresented such amounts in the table below. Adjusted EBITDA increased to$57.8 million in the first three months of 2005 from $52.5 millionduring the same period in 2004. The primary drivers of this increaseare explained above in the operating profit and depreciation andamortization discussions, and will be further detailed in the

27

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segment detail that follows. Additionally, in"— Segment Information" below, weprovide a reconciliation between Adjusted EBITDA and operatingprofit.

|                                                                                             |  |                                |         |                                 |  |        |         |         |  |  |
|---------------------------------------------------------------------------------------------|--|--------------------------------|---------|---------------------------------|--|--------|---------|---------|--|--|
|                                                                                        |  | (Inthousands)                  |
| Segment                                                                                     |  | ThreeMonths EndedApril 3, 2005 |         | Three Months EndedMarch 28,2004 |
| Chassis Segment                                                                             |  | $                              | 27,690  |                            |  | $      | 29,910  |    |
| Powertrain Segment                                                                          |  |                           | 33,690  |                            |  |   | 28,710  |    |
| Corporate/centralizedresources                                                              |  |                           | (3,540  | )                          |  |   | (6,090  | )  |
| TotalCompany                                                                                |  | $                              | 57,840  |                            |  | $      | 52,530  |    |
| Memo:Additional amounts included in calculation of both operatingprofit and AdjustedEBITDA: |  |                           |    |                            |  |   |    |    |
| Restructuringcharges                                                                        |  | $                              | (1,290  | )                          |  | $      | (190    | )  |
| Fixed assetdisposal losses                                                                  |  |                           | (550    | )                          |  |   | (320    | )  |
| Foreigncurrency gains (losses)                                                              |  |                           | 360     |                            |  |   | (430    | )  |
| Independent investigationfees                                                               |  |                           | — |                            |  |   | (1,170  | )  |
| FAS 87/106curtailment gain                                                                  |  |                           | 2,500   |                            |  |   | — |    |
|                                                                                        |  |                           |    |                            |  |   |    |    |
|                                                                                             |

InterestExpense.    Interest expense increased from $20.1 million in thefirst quarter of 2004 to approximately $22.6 million in 2005. Theincrease is principally due to average interest rate increases ofbetween 1% and 1.5% on our term loan and revolving creditfacility borrowings during the first quarter of 2005 versus the prioryear. An increase in our average outstanding balance on the revolvingcredit facility also contributed to an increase in interest expense in2005 compared with the same period in 2004.

Equity Gain(Loss) from Affiliates.    Equity gain (loss) from affiliateswas $0.6 million in the first quarter of 2005. The decrease versus ourfirst quarter 2004 gain of $1.5 million is due to the sale of ourinterest in Saturn Electronics & Engineering, Inc. in December 2004and the sale of a portion of our investment in TriMas to MascoCorporation in November 2004.

Other, Net.    Other,net decreased to $1.8 million in the first quarter of 2005 versus aloss of approximately $2.4 million in the first quarter of 2004. Theprimary reason for the decline is due to a $0.4 million gain in foreigncurrency in 2005 versus a $0.4 million loss in foreign currency in2004.

Preferred Stock Dividends.    Preferred stockdividends (including accretion of $0.3 million in 2005) were $5.4million in the first quarter of 2005 as compared to $4.3 million forthe same period in 2004. This increase is due to compounding intereston unpaid dividends.

Taxes.    The provision forincome taxes for the first quarter of 2005 was a benefit of $1.9million as compared with a benefit of $0.2 million for the firstquarter of 2004. The effective tax rate for the first quarter of 2005was approximately 35% as compared with approximately 4%for the first quarter of 2004. The preferred stock dividends above arenot deductible for tax purposes and accordingly, no tax benefits weretaken for these dividends in either year. Elements accounting for thevariation in the effective tax rate were the relationship of U.S. tonon-U.S. income (loss) before income taxes in the first quarter of 2005as compared to the first quarter of 2004 and the inclusion ofunremitted earnings of a foreign subsidiary under APB No. 23 in thefirst quarter of 2004.

    Segment Information.

Chassis Segment.    Sales for our Chassis Segment increasedin the first quarter of 2005 to $338.5 million versus $267.4 million inthe prior period. The primary driver of the approximate $71 millionincrease in sales is the addition of approximately $42 million in netadditional volume during the first quarter of 2005 including salesincreases for several DaimlerChrysler vehicle platforms such as the LX,WK, and RS. There were approximately $23 million in sales increases toour customers associated with the recovery of approximately $30 millionin material cost increases, approximately $4 million in 

28

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additional sales from a facility that wastransferred from the Powertrain Group and a $2 million benefit inforeign exchange fluctuations. Adjusted EBITDA for the segmentdecreased from $29.9 million in the first quarter of 2004 to $27.7million in 2005. Incremental profit from the additional revenuediscussed above was fully offset by profit on lost/attrition businessand other economic cost increases in our business (such as wages,etc.). The decrease in adjusted EBITDA is primarily explained byapproximately $1 million in costs to consolidate manufacturing spaceand $1 million related to higher operating costs at two plant locations(which our management team is actively working to address). Unrecoveredmaterial cost increases of approximately $7 million were fully offsetby cost reductions in the operations. Operating profit decreased by$4.4 million in the first quarter of 2005 due to the above factors aswell as an increase of $2.1 million in depreciation and amortizationexpense.

|                                                                                             |  |                                |         |                                 |  |        |         |        |  |  |
|---------------------------------------------------------------------------------------------|--|--------------------------------|---------|---------------------------------|--|--------|---------|--------|--|--|
|                                                                                        |  | (Inthousands)                  |
| ChassisSegment                                                                              |  | Three Months EndedApril 3,2005 |         | Three Months EndedMarch 28,2004 |
| Sales                                                                                       |  | $                              | 338,450 |                            |  | $      | 267,360 |   |
| Operatingprofit                                                                             |  | $                              | 8,990   |                            |  | $      | 13,350  |   |
| Depreciationand amortization                                                                |  |                           | 18,700  |                            |  |   | 16,560  |   |
| AdjustedEBITDA                                                                              |  | $                              | 27,690  |                            |  | $      | 29,910  |   |
| Memo:Additional amounts included in calculation of both operatingprofit and AdjustedEBITDA: |  |                           |    |                            |  |   |    |   |
| Restructuringcharges                                                                        |  | $                              | 190     |                            |  | $      | 160     |   |
| Fixed assetlosses                                                                           |  |                           | 310     |                            |  |   | 30      |   |
| Foreign currency(gains) losses                                                              |  |                           | (30     | )                          |  |   | 30      |   |
|                                                                                             |

PowertrainSegment.    Sales for our Powertrain segment were $240.3 millionin the first quarter of 2005 versus $213.8 million in 2004. Net salesincreased approximately $24 million due to higher sales volume fromexisting customers and products launched in 2004 as well asapproximately a $2 million benefit in foreign exchange fluctuations. Inaddition, there were approximately $9 million in sales increasesassociated with the recovery of material costs to our customers. Thiswas offset by approximately $4 million related to the divestiture oftwo aluminum die casting facilities in January 2004 and approximately$4 million related to transferring a facility to the Chassis group inJanuary 2005. Adjusted EBITDA for the segment increased to $33.7million versus $28.7 million in the prior year. The increase isprincipally due to the incremental profit on the sales volume increasenoted above. Operating profit increased from $9.3 million in 2004 to$21.3 million in 2005. In addition to the factors discussed aboveinfluencing Adjusted EBITDA, the increase in 2005 is primarilyattributable to a $7.6 million charge in the first quarter of 2004 inconnection with the disposition of two manufacturing facilities, aswell as an increase of $0.7 million in 2005 depreciation andamortization expense.

29

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|                                                                                           |  |                                |         |                                 |  |        |         |        |  |  |
|-------------------------------------------------------------------------------------------|--|--------------------------------|---------|---------------------------------|--|--------|---------|--------|--|--|
|                                                                                      |  | (Inthousands)                  |
| PowertrainSegment                                                                         |  | Three Months EndedApril 3,2005 |         | Three Months EndedMarch 30,2004 |
| Sales                                                                                     |  | $                              | 240,300 |                            |  | $      | 213,780 |   |
| Operatingprofit                                                                           |  | $                              | 21,260  |                            |  | $      | 9,320   |   |
| Assetimpairment                                                                           |  |                           | — |                            |  |   | 7,600   |   |
| Depreciation andamortization                                                              |  |                           | 12,430  |                            |  |   | 11,780  |   |
| AdjustedEBITDA                                                                            |  | $                              | 33,690  |                            |  | $      | 28,700  |   |
| Memo:Additional amounts included incalculation of both operating profitandAdjustedEBITDA: |  |                           |    |                            |  |   |    |   |
| Restructuringcharges                                                                      |  | $                              | 110     |                            |  | $      | 30      |   |
| Fixed assetlosses                                                                         |  |                           | 240     |                            |  |   | 290     |   |
| Foreigncurrency (gains) losses                                                            |  |                           | (330    | )                          |  |   | 400     |   |
|                                                                                           |

Corporate/CentralizedResources.    Adjusted EBITDA for Corporate/CentralizedResources was a loss of $3.5 million in the first quarter of 2005versus a loss of $6.1 million in same period in 2004. This decrease inexpense is primarily attributable to $2.5 million related to the postretirement medical curtailment gain in the first quarter of 2005. Inaddition, there were approximately $1.2 million of independentinvestigation fees in the first quarter of 2004. These were offset byapproximately a $1.0 million increase in restructuring charges in thefirst quarter of 2005. Operating profit increased by $3.1 million in2005 due to the factors discussed above as well as a decrease indepreciation andamortization.

|                                                                                             |  |                                |         |                                 |  |        |         |         |  |  |
|---------------------------------------------------------------------------------------------|--|--------------------------------|---------|---------------------------------|--|--------|---------|---------|--|--|
|                                                                                        |  | (Inthousands)                  |
| Corporate/CentralizedResources                                                              |  | Three Months EndedApril 3,2005 |         | Three Months EndedMarch 28,2004 |
| Operating profit                                                                            |  | $                              | (6,400  | )                          |  | $      | (9,470  | )  |
| Non-cash stock awardexpense                                                                 |  |                           | — |                            |  |   | 230     |    |
| Depreciationand amortization                                                                |  |                           | 2,200   |                            |  |   | 3,190   |    |
| Other,net                                                                                   |  |                           | 660     |                            |  |   | (30     | )  |
| AdjustedEBITDA                                                                              |  | $                              | (3,540  | )                          |  | $      | (6,080  | )  |
| Memo:Additional amounts included in calculation of both operatingprofit and AdjustedEBITDA: |  |                           |    |                            |  |   |    |    |
| Restructuringcharges                                                                        |  | $                              | 990     |                            |  | $      | — |    |
| Independentinvestigation fees                                                               |  |                           | — |                            |  |   | 1,170   |    |
| FAS 87/106curtailment gain                                                                  |  |                           | (2,500  | )                          |  |   | — |    |
|                                                                                             |

Liquidity and CapitalResources

Overview.    Our objective is toappropriately finance our business through a mix of long-term andshort-term debt and to ensure that we have adequate access toliquidity. Our principal sources of liquidity are cash flow fromoperations, our revolving credit facility and our accounts receivablesecuritization facility and factoring agreements. As of April 3, 2005,we have unutilized capacity under our revolving credit facility thatmay be utilized for acquisitions, investments or capital expenditureneeds. Our cash flows during the year are impacted by the volume andtiming of vehicle production, which includes a shutdown in our NorthAmerican customers for approximately two weeks in July and one week inDecember and reduced production in July and August for certain Europeancustomers. We believe that our liquidity and capital resourcesincluding anticipated cash flow from operations will be sufficient tomeet debt service, capital expenditure and other short-term andlong-term obligations and needs, but we are subject to unforeseeableevents and the risk that we are not successful in implementing ourbusiness strategies.

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To facilitate the collection of fundsfrom operating activities, we have sold receivables under our accountsreceivable facility and have entered into accelerated paymentcollection programs with certain customers. At April 3, 2005, weaccelerated approximately $21 million outstanding under these programs.The majority of the accelerated payment collection programs werediscontinued as of or prior to January 2, 2005. However, in addition tothe above programs, we continue to collect approximately $22 millionper month on an accelerated basis as a result of favorable paymentterms that we have negotiated with one of our customers, throughagreements that will run contractually from the beginning of 2004through fiscal 2006. These payments are received on average 20 daysafter shipment of product to our customer. While the impact of thediscontinuance of the accelerated collection programs may be partiallyoffset by a greater utilization of our accounts receivablesecuritization facility, we continue to examine other alternativeprograms in the marketplace, as well as enhanced terms directly fromour customers.

Our capital planning process is focused onensuring that we use our cash flow generated from our operations inways that enhance the value of our company. Historically, we have usedour cash for a mix of activities focused on revenue growth, costreduction and strengthening the balance sheet. In the first quarter of2005, we have used our cash primarily to service our debt obligationsand to fund our capital expenditure requirements.

Liquidity.    At April 3, 2005, we had approximately $72million of undrawn and available commitments from our revolving creditfacility. Approximately $57.8 million and $100.3 million wereoutstanding on our revolving credit facility and accounts receivablesecuritization facility, respectively, at April 3, 2005. Our access tothese two facilities is limited by certain covenant restrictions (see"Debt, Capitalization and Available FinancingSources" for further discussion on our debt covenants),but at April 3, 2005, we could have drawn the entire $72 millionremaining undrawn on our revolving credit facility.

At April 3,2005, our maximum debt capacity (including amounts drawn under ouraccounts receivable securitization program) is computed by multiplyingour leverage ratio covenant of 5.25 by our bank agreement definedEBITDA, or approximately $214.5 million. Thus, our total debt capacityat April 3, 2005 is approximately $1,126 million. Our actual debt plusthe accounts receivable securitization at January 2, 2005 approximated$964 million, or approximately $162 million less than our totalcapacity. However, our revolving credit and accounts receivablesecuritization availability only amounted to $72 million as of April 3,2005. See also Note 17, Subsequent Events, to the Company'sconsolidated financial statements for additional information regardingour accounts receivable securitization facility.

TriMasCommon Stock.    The Company owns 4.8 million shares of TriMasstock, or approximately 24% of the total outstanding shares ofTriMas.

Debt, Capitalization and Available FinancingSources.    In December 2004, we obtained an amendment of ourcredit facility to, among other things, modify certain negativecovenants. Under this amendment, the applicable interest rate spreadson our term loan obligations increased from 4.25% to4.50% over the current London Interbank Offered Rate("LIBOR"), and our leverage covenant wasmodified to be less restrictive.

On December 31, 2003, theCompany issued $31.7 million of 10% senior subordinated notesdue 2014 to DaimlerChrysler. These notes have a carrying amount of$27.3 million as of April 3, 2005. The notes were issued as part of thefinancing of the New Castle acquisition.

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|                                                                                                      |  |              |         |                 |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------|--|--------------|---------|-----------------|--|--------|---------|---------|--|--|
|                                                                                                 |  | (Inmillions) |
|                                                                                                 |  | April 3,2005 |         | January 2, 2005 |
| Senior creditfacilities:                                                                             |  |         |    |            |  |   |    |    |
| Term loan                                                                                            |  | $            | 351,080 |            |  | $      | 351,080 |    |
| Revolvingcredit facility                                                                             |  |         | 57,770  |            |  |   | 63,540  |    |
| Totalsenior credit facility                                                                          |  | $            | 408,850 |            |  | $      | 414,620 |    |
| 11% seniorsubordinated notes, with interest payable semi-annually, due 2012                          |  |         | 250,000 |            |  |   | 250,000 |    |
| 10% senior notes,with interest payable semi-annually, due2013                                        |  |         | 150,000 |            |  |   | 150,000 |    |
| 10%senior subordinated notes, with interest payable semi-annually, due2014 (face value 31.7 million) |  |         | 27,250  |            |  |   | 27,180  |    |
| Other debt (includescapital lease obligations)                                                       |  |         | 22,740  |            |  |   | 25,900  |    |
| Total                                                                                                |  | $            | 858,840 |            |  | $      | 867,700 |    |
| Less currentmaturities                                                                               |  |         | (9,380  | )          |  |   | (12,250 | )  |
| Long-termdebt                                                                                        |  | $            | 849,460 |            |  | $      | 855,450 |    |
|                                                                                                      |

AtApril 3, 2005, we were contingently liable for standby letters ofcredit totaling $70.0 million issued on our behalf by financialinstitutions. These letters of credit are used for a variety ofpurposes, including meeting requirements to self-insure workers'compensation claims.

Our senior credit facility containscovenants and requirements affecting us and our subsidiaries, includinga financial covenant requirement for an Earnings Before Interest TaxesDepreciation and Amortization ("EBITDA") tocash interest expense coverage ratio to exceed 2.10 through April 3,2005, 2.15 through July 3, 2005, 2.20 through October 2, 2005,increasing to 2.30 for the quarters ending January 1, 2005 and April 2,2006; and a debt to EBITDA leverage ratio not to exceed 5.25 throughJuly 3, 2005, decreasing to 5.00 and 4.75 for the quarters endingOctober 2, 2005 and January 1, 2006, respectively. We were incompliance with the preceding financial covenants throughout thequarter.

Interest Rate Hedging Arrangements.    Allof our interest rate protection arrangements matured in February 2004,and as a result of their maturity, a cumulative non-cash pre-tax gainof $6.6 million was recorded and is reflected as a gain on maturity ofinterest rate arrangements in our consolidated statement of operationsfor the three months ended March 28, 2004. Prior to the expiration ofthese agreements, we recognized additional interest expense of $1.1million during the three months ended March 28, 2004.

Foreign Currency Risk.    We are subject to the risk ofchanges in foreign currency exchange rates due to our globaloperations. We manufacture and sell our products primarily in NorthAmerica and Europe. As a result, our financial results could besignificantly affected by factors such as changes in foreign currencyexchange rates or weak economic conditions in foreign markets in whichwe manufacture and distribute our products. Our operating results areprimarily exposed to changes in exchange rates between the U.S. dollarand European currencies.

As currency exchange rates change,translation of the statements of operations of our internationalbusinesses into U.S. dollars affects year-over-year comparability ofoperating results. We do not hedge operating translation risks becausecash flows from international operations are generally reinvestedlocally. Changes in foreign currency exchange rates are generallyreported as a component of stockholders' equity for our foreignsubsidiaries reporting in local currencies and as a component of incomefor our foreign subsidiaries using the U.S. dollar as the functionalcurrency. Our other comprehensive loss decreased by $12.7 million forthe three months ended April 3, 2005, due to cumulative translationadjustments resulting primarily from changes in the U.S. dollar to theEuro.

As of April 3, 2005, our net assets (defined as currentassets less current liabilities) subject to foreign currencytranslation risk were $20 million. The potential decrease in netcurrent assets from a hypothetical 10% adverse change in quotedforeign currency exchange rates would be $2 million. The sensitivityanalysis presented assumes a parallel shift in foreign currencyexchange rates. Exchange 

32

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rates rarely move in the same direction.This assumption may overstate the impact of changing exchange rates onindividual assets and liabilities denominated in a foreigncurrency.

Off-Balance Sheet Arrangements.    As ofApril 3, 2005, we had an agreement to sell, on an ongoing basis, thetrade accounts receivable of certain business operations to abankruptcy-remote, special purposes subsidiary, MTSPC, from time totime sold an undivided fractional ownership interest in the pool ofdomestic receivables, up to approximately $150 million, to a thirdparty multi-seller receivables funding company, or conduit. Upon saleto the conduit, MTSPC held a subordinated retained interest in thereceivables. Under the terms of the agreement, new receivables wereadded to the pool as collections reduce previously sold receivables. Weserviced, administered and collected receivables on behalf of MTSPC andthe conduit. The receivables facility resulted in net expense of $1.0million in the first quarter of 2005.

The facility is subject tocustomary termination events, including, but not limited to, breach ofrepresentations or warranties, the existence of any event thatmaterially adversely affects the collectibility of receivables orperformance by a seller and certain events of bankruptcy or insolvency.At April 3, 2005, we had fully utilized the facility with $100.3million outstanding. The proceeds of sale are less than the face amountof accounts receivable sold by an amount that approximates thepurchaser's financing costs.

We entered into a CommitmentLetter with General Electric Capital Corporation("GECC") dated as of March 31, 2005 relatedto our existing accounts receivable securitization facility, whichprovides for amendments of the current facility and the eventualtransition to a new accounts receivable securitization facility, ineach case, subject to certain conditions. On April 29, 2005, we enteredinto a new accounts receivable facility with GECC to replace the thenexisting facility. See Note 17, Subsequent Events, to the financialstatements included herein. The new facility is an important source ofliquidity to the Company.

We have entered into agreements withinternational invoice factoring companies to sell customer accountsreceivable of Metaldyne foreign locations in France, Germany, Spain,United Kingdom and Mexico on a non-recourse basis. As of April 3, 2005,we had available approximately $72 million from these commitments, andapproximately $60 million of receivables were sold under theseprograms. We pay a commission to the factoring company plus interestfrom the date the receivables are sold to the date of customer payment.Commission expense related to these agreements are recorded in otherexpense, net on the Company's consolidated statement ofoperations.

Certain Other Commitments.    We haveother cash commitments not relating to debt as well, such as those inrespect of leases and redeemable preferred stock.

Sale-Leaseback Arrangements. We have engaged in a number ofsale-leaseback transactions, including one transaction during the firstquarter of 2005. In February 2005, we entered into a sale-leasebacktransaction for machinery and equipment with a third party lessor, andreceived $6.5 million cash as part of this transaction during thequarter ended April 3, 2005. Subsequent to the quarter ended April 3,2005, we received additional $2.2 million cash as part of thistransaction, with $2.7 million additional cash expected during thesecond quarter of 2005. In the first quarter of 2004, we entered intotwo sale-leaseback transactions for machinery and equipment with thirdparty lessor, and received $11.8 million and $7.2 million cash as partof these two transactions. We also entered into a $65 millionsale-leaseback on December 31, 2003, as part of our financing relatedto the purchase of New Castle. This lease for New Castle equipment isaccounted for as an operating lease and the annual lease expense isapproximately $10 million.

We continue to look to sale-leasebackand other leasing opportunities as a source of cash to finance capitalexpenditures and for debt reduction and other uses.

Redeemable Preferred Stock.    We have outstanding $164.5million in aggregate liquidation value ($109.2 million aggregate fairvalue as of April 3, 2005) of Series A, B and A-1 redeemable preferredstock in respect of which we have the option to pay cash dividends,subject to the terms of our debt instruments, at rates of 13%,11.5% and 11%, respectively, per annum initially and toeffect a mandatory redemption in December 2012, June 2013 and December2013, respectively. For periods 

33

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that we do not pay cash dividends on theSeries A and Series A-1 preferred stock, an additional 2% perannum of dividends is accrued. No cash dividends were paid during thethree months ended April 3, 2005. In the event of a change in controlor certain qualified equity offerings, we may be required to make anoffer to repurchase our outstanding preferred stock. We may not bepermitted to do so and may lack the financial resources to satisfythese obligations. Consequently, upon these events, it may becomenecessary to recapitalize our company or secure consents.

TriMas Receivables.    We have recorded approximately$7.2 million consisting of receivables related to certain amounts fromTriMas, $4.3 million of which is recorded in equity investments andreceivables in affiliates in the Company's consolidated balancesheet as of April 3, 2005. These amounts include TriMas'obligations resulting from tax net operating losses created prior tothe disposition of TriMas of approximately $2.2 million, pensionobligations of approximately $4.4 million and various invoices paid onTriMas' behalf of approximately $0.6 million.

CreditRating.    Metaldyne is rated by Standard & Poor's andMoody's Ratings. As of March  31, 2005, we have long-termratings from Standard & Poor's and Moody's of B/B2 onour senior credit facility, CCC+/B3 on our 10% senior notes due2013 and CCC+/Caa1 on our 11% senior subordinated notes due2012, respectively. Our goal is to decrease our total leverage and thusimprove our credit ratings. The Company understands that its ratingsmay have been under review by Moody's since March 2004. In theevent of a credit downgrade, we believe we would continue to haveaccess to additional credit sources. However, our borrowing costs wouldfurther increase, our ability to access certain financial markets maybecome limited, the perception of the Company in the view of ourcustomers, suppliers and security holders may worsen and as a result,the Company may be adversely affected.

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Capital Expenditures.    Ourcapital expenditure program promotes our growth-oriented businessstrategy by investing in our core areas, where efficiencies andprofitability can be enhanced. Capital expenditures by product segmentfor the periods presentedwere:

|                      |  |               |        |               |  |        |        |        |  |  |
|----------------------|--|---------------|--------|---------------|--|--------|--------|--------|--|--|
|                 |  | (Inthousands) |
|                 |  | April 3,2005  |        | March 28 2004 |
| CapitalExpenditures: |  |          |   |          |  |   |   |   |
| Chassis              |  | $             | 12,120 |          |  | $      | 14,990 |   |
| Powertrain           |  |          | 14,640 |          |  |   | 13,210 |   |
| Corporate            |  |          | 140    |          |  |   | 1,790  |   |
| Total                |  | $             | 26,900 |          |  | $      | 29,990 |   |
|                      |

ContractualCash Obligations.    Under various agreements, we are obligatedto make future cash payments in fixed amounts. These include paymentsunder our long-term debt agreements, rent payments required under leaseagreements and various severance obligations undertaken. The followingtable summarizes our fixed cash obligations over various future periodsas of April 3,2005.

|                                                       |  |                                    |       |                 |  |          |     |          |  |             |     |        |  |        |         |        |  |        |         |        |  |  |
|-------------------------------------------------------|--|------------------------------------|-------|-----------------|--|----------|-----|----------|--|-------------|-----|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                                  |  | (Inmillions)Payments Due byPeriods |
|                                                  |  | Total                              |       | LessThanOneYear |  | 1-3Years |     | 3-5Years |  | After5Years |
| Long-term debt                                        |  | $                                  | 532   |            |  | $        | 26  |     |  | $           | 109 |   |  | $      | 397     |   |  | $      | — |   |
| 11%Senior subordinated notes due2012                  |  |                               | 456   |            |  |     | 27  |     |  |        | 55  |   |  |   | 55      |   |  |   | 319     |   |
| 10%Senior notes due2013                               |  |                               | 283   |            |  |     | 15  |     |  |        | 30  |   |  |   | 30      |   |  |   | 208     |   |
| 10%Senior subordinated notes due 2014                 |  |                               | 60    |            |  |     | 3   |     |  |        | 6   |   |  |   | 6       |   |  |   | 45      |   |
| Otherdebt                                             |  |                               | 15    |            |  |     | 6   |     |  |        | 1   |   |  |   | 8       |   |  |   | — |   |
| Capitallease obligations                              |  |                               | 12    |            |  |     | 5   |     |  |        | 4   |   |  |   | 2       |   |  |   | 1       |   |
| Operatinglease obligations                            |  |                               | 354   |            |  |     | 41  |     |  |        | 102 |   |  |   | 77      |   |  |   | 134     |   |
| Purchaseobligations(1)                                |  |                               | 57    |            |  |     | 47  |     |  |        | 10  |   |  |   | — |   |  |   | — |   |
| Redeemablepreferred stock, including accrueddividends |  |                               | 456   |            |  |     | 14  |     |  |        | 49  |   |  |   | 65      |   |  |   | 328     |   |
| Pensioncontributions (data available through 2006)    |  |                               | 42    |            |  |     | 20  |     |  |        | 22  |   |  |   | — |   |  |   | — |   |
| Contractualseverance                                  |  |                               | 4     |            |  |     | 3   |     |  |        | 1   |   |  |   | — |   |  |   | — |   |
| Totalcontractual obligations(1)                       |  | $                                  | 2,271 |            |  | $        | 207 |     |  | $           | 389 |   |  | $      | 640     |   |  | $      | 1,035   |   |
|                                                       |

|  |
|--|
|  |  |
|  |

|     |                                                                                                        |
|-----|--------------------------------------------------------------------------------------------------------|
| (1) | Totalpurchase obligations and contractual obligations exclude accountspayable and accrued liabilities. |

Total contractualobligations at April 3, 2005 include interest expense and preferredstock dividend obligations based on the terms of each agreement or therate as of April 3, 2005 for variable instruments.

At April 3,2005, we were contingently liable for standby letters of credittotaling $70 million issued on our behalf by financial institutions. Weare also contingently liable for future product warranty claims. Weprovide extensive warranties to our customers. As a result of thesewarranties, we may be responsible for costs associated with a productrecall caused by a defect in a part that we manufacture. Wecontinuously monitor potential warranty implications of new and currentbusiness.

Cash Flows

Operating activities— Cash flows provided by operations were $23.5 million for thethree months ended April 3, 2005 compared to $88.9 million in 2004. Thereduction in the cash flows from operations of $65.3 million for thefirst quarter of 2005 as compared to 2004 is primarily the result of a$61.6 million decrease in net proceeds from the accounts receivablesecuritization facility. Working capital usage (excluding the accountsreceivable securitization facility) was approximately $0.9 millionhigher than in the first quarter of 2005 as in 2004.

35

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Investing activities — Cashflows used in investing activities totaled $14.7 million for the threemonths ended April 3, 2005 compared to $169.4 million in 2004. Weacquired the remaining ownership of the New Castle facility in 2004 forapproximately $204 million including fees and expenses (net ofapproximately $14 million in discounts on the $31.7 millionsubordinated debt and the $64.5 million preferred stock issued to fundthe transaction). Offsetting the cost of the New Castle acquisitionwere proceeds from a sale-leaseback transaction of approximately $65million on the acquired New Castle equipment. The resulting $15.8million decrease in cash flows used in investing activities for thethree months ended April 3, 2005 is primarily the result of a $3.1million decrease in capital expenditures, $6.5 million in proceeds froma sale-leaseback transaction for equipment in 2005 compared with 2004and a reduction of $5.8 million in our investment in New Castleresulting from reimbursement relating to equipment purchases. See Note8, Acquisitions, for additional discussion of the reimbursement.

Financing activities — Cash flows used in financingactivities totaled $8.8 million for the three months ended April 3,2005 compared with cash flows provided by financing activities of$112.3 million in 2004, or a $121.1 increase in cash used in financingactivities in 2005. In 2004, we issued $82.3 million fair value in newdebt and preferred stock to acquire New Castle. Adjusting for the NewCastle transaction in 2004, financing cash flows decreased $38.8million in 2005, primarily resulting from $32.9 million additionalpayments on the revolving credit facility and $5.0 million decrease inproceeds on the revolving credit facility.

    Outlook

Automotive vehicle production in 2005is expected to be slightly above 2004 production levels in both NorthAmerica and the global market. However, 2005 automotive vehicleproduction for the "Big 3" is expected to beapproximately 3% below 2004 production levels. There are severalfactors that could alter this outlook, including a change in interestrates or an increase in vehicle incentives offered to consumers.

Our principal use of funds from operating activities and borrowingsfor the next several years are expected to fund interest and principalpayments on our indebtedness, growth related capital expenditures andworking capital increases, strategic acquisitions and lease expense.Management believes cash flow from operations and debt financing andrefinancing from our accounts receivable securitization program willprovide us with adequate sources of liquidity for the foreseeablefuture. However, our sources of liquidity may be inadequate if we areunable to achieve operating targets, which would cause us to seekcovenant relief from existing lenders in the near future. In addition,due to an increasingly restrictive covenant structure under our loanagreements affecting future periods, we may need to seek additionalcovenant relief from our lending group. However, no assurance can begiven that we will be successful in negotiating such relief. Inaddition, matters affecting the credit quality of our significantcustomers could adversely impact the availability of our receivablesarrangements and our liquidity. On May 5, 2005, Standard &Poor's lowered its credit ratings of General Motors Corporationand Ford Motor Company, two of our largest customers. As a result, theconcentration limits under our new accounts receivable financingfacility for each of these two customers was adversely affected andprogram availability would have been correspondingly reduced byapproximately $13 million as of the first reporting period after thedowngrades. We received a temporary amendment from GECC to reverse theimpact of the downgrades on our liquidity. The amendment expires on May31, 2005 if GECC has not entered into an intercreditor agreement withJPMorgan Chase Bank, N.A., as administrative agent under our seniorcredit facility. The intercreditor agreement requires the approval of amajority of the lenders under our senior credit facility. If theamendment expires without the intercreditor agreement being enteredinto, our accounts receivable program availability will be reduced. Anysuch reduction may adversely affect the Company's liquidity. Anyfurther downgrades of our largest customers may have a further adverseeffect on our liquidity. We continue to explore other sources ofliquidity, including additional debt, but existing debt instruments maylimit our ability to incur additional debt, and we may be unable tosecure equity or other financing.

Consistent with operating inthe global vehicle industry, we anticipate significant competitivepressures and thus expect to face significant price reduction pressuresfrom our customer base. In 2003 

36

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and 2004, though, we invested significantlyin automation and underwent significant restructuring activities tohelp accommodate these pricing pressures. In addition, we are facingsignificant increases in the cost to procure certain materials utilizedin our manufacturing processes such as steel, energy, molybdenum andnickel. In general, steel prices have recently risen over the past yearby as much as 60-100% and have thus created significant tensionbetween steel producers, suppliers and end customers. Based on currentprices, our material costs could increase approximately $60 million in2005 over 2004 levels. However, we anticipate several initiatives suchas cost reductions in our operations, steel scrap sales, steelresourcing efforts, price recovery from several of our customers andreducing or eliminating 2005 scheduled price downs to our customerswill offset a significant part of this expected cost increase.Additionally, we are actively working with our customers to 1) obtainadditional business to help offset these prices through betterutilization of our capacity, 2) negotiate a surcharge to reflect theincreased material costs, and/or 3) resource certain of our productsmade unprofitable by these increases in material costs. We willcontinue to actively work to mitigate the effect of these steelincreases throughout 2005.

New Accounting Pronouncements.

In October 2004, the U.S. government enacted the American JobsCreation Act of 2004 ("Act"). This Actprovides for a special one-time tax deduction of 85% of certainforeign earnings that are repatriated to the U.S. provided certaincriteria are met. We are currently analyzing the provisions of the Actand the feasibility of several alternative scenarios for the potentialrepatriation of a portion of the earnings of our non-U.S. subsidiaries.In general, it is our practice and intention to reinvest the earningsof our non-U.S. subsidiaries in those operations and therefore we donot currently anticipate repatriation of earnings under the Act.

In November 2004, the FASB issued SFAS No. 151,"Inventory Costs, an amendment of ARB No. 43, Chapter4," to clarify that abnormal amounts of idle facilityexpense, freight, handling costs and wasted material (spoilage) shouldbe recognized as current period charges, and that allocation of fixedproduction overheads to the costs of conversion be based on normalcapacity of the production facilities. SFAS No. 151 is effective forinventory costs incurred during fiscal years beginning after June 15,2005. Accordingly, we will adopt SFAS No. 151 for the fiscal yearbeginning January 2, 2006. We are currently in the process ofevaluating whether the adoption of this pronouncement will have asignificant impact on our results of operations or financialposition.

In December 2004, the FASB issued SFAS No. 123(revised 2004), "Share-Based Payment." ThisStatement is a revision of SFAS No. 123, "Accounting forStock-Based Compensation" and supercedes APB No. 25,"Accounting for Stock Issued to Employees."SFAS No. 123 (revised 2004) requires that the compensation costrelating to stock options and other share-based compensationtransactions be recognized at fair value in financial statements. Dueto the Company being a nonpublic entity as defined in SFAS No. 123(revised 2004), this Statement is effective for us at the beginning ofour fiscal year 2006. We will then be required to record anycompensation expense using the fair value method in connection withoption grants to employees after adoption. We are currently reviewingthe provisions of this Statement and will adopt it no later than ourfiscal year beginning January 2, 2006.

37

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OtherMatters

Fiscal Year

Effective beginning in 2002, ourfiscal year will end on the Sunday nearest to December 31.

Caution Concerning Forward Looking Statements and Certain RisksRelated to Our Business and Our Company — Safe HarborStatements

This report contains statements reflecting theCompany's views about its future performance, its financialcondition, its markets and many other matters that constitute"forward-looking statements." These viewsinvolve risks and uncertainties that are difficult to predict and maycause the Company's actual results and/or expectations aboutvarious matters to differ significantly from those discussed in suchforward-looking statements. All statements, other than statements ofhistorical fact included in this quarterly report, regarding ourstrategy, future operations, financial condition, expected results andcosts, new business, estimated revenues and losses, prospects and plansare forward-looking statements. When used in this quarterly report, thewords "will,""believe,""anticipate,""intend,""estimate,""expect," "project"and similar expressions are intended to identify forward-lookingstatements, although not all forward-looking statements contain suchidentifying words. You should not place undue reliance on theseforward-looking statements. All forward-looking statements speak onlyas of the date of this quarterly report and we undertake no obligationto update such information. Readers should consider that variousfactors may affect whether actual results and experience correspondwith our forward-looking statements and that many of these factors alsorepresent risks attendant to owning securities in the Company,including thefollowing:

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Dependence onAutomotive Industry and Industry Cyclicality — The industriesin which we operate depend upon general economic conditions and arehighly cyclical. Our performance is affected particularly by newvehicle sales, which can be highly sensitive to changes in interestrates, consumer confidence and fuel costs. We experience sales declinesduring the third calendar quarter as a result of scheduled OEMshutdowns. |

|              |                                                                                                                                                                                                                                                                                                                                                                        |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | CustomerConcentration — Our base of customers is concentrated amongoriginal equipment manufacturers in North America, particularly thelarge automotive manufacturers, and the loss of business from a majorcustomer, the discontinuance of particular vehicle models or a changein regulations or auto consumer preferences could materially adverselyaffect us. |

|              |                                                                                                                                                                                                                                                                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Ability toFinance Capital Requirements — Our business is capitalintensive. We have made substantial capital investments to improvecapacity and productivity and to meet customer requirements. Moreinvestment is required to maintain and expand our future businessawards. If we are unable to meet future capital requirements, ourbusiness may be materially adverselyaffected. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Increases in CostsDue to Our Supply Base and Raw Materials — Increases in ourraw material or energy costs or the loss of a substantial number of oursuppliers could negatively affect our financial health and results. Inparticular, we have been recently adversely impacted by steel costs,which we have been unable to wholly mitigate. In addition, certain ofour suppliers have suffered financial distress, which may materiallyadversely impact us as well in terms of the potential for interruptedsupply, unfavorable payment terms and/or higher prices. Specifically,two of our largest suppliers have declared bankruptcy, and are in theprocess of reorganizing. The effect on the Company from thesebankruptcies is unknown, but they could result in the Company payinghigher prices, having less favorable payment terms and/or havinginterrupted supply ofparts. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Our Industries areHighly Competitive — Continuing trends among our customerswill increase competitive pressures in our businesses. Certain of ourcompetitors have greater financial resources and, in some cases, wecompete with our own customers. The continuing trend towards limitingoutside suppliers involves significant risks, as well as opportunities,and has increased competition. We have experienced and may continue toexperience adverse pricing pressures as a result. |

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|              |                                                                                                                                                                                                                                                                                                                                                                        |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | ChangingTechnology — Our products are subject to changing technology,which could place us at a competitive disadvantage relative toalternative products introduced by competitors. We may requiresignificant ongoing and recurring additional capital expenditures andinvestment in research and development, manufacturing and other areasto remaincompetitive. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Challenges ofAcquisition Strategy — We intend to actively pursueacquisitions and/or joint ventures but we may not be able to identifyattractive acquisition and/or joint venture candidates, successfullyintegrate our acquired operations or realize the intended benefits ofour acquisitions and/or joint ventures, particularly with respect toany acquisitions outside NorthAmerica. |

|              |                                                                                                                                                                                                                                                                                                                                 |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Dependence on KeyPersonnel and Relationships — We depend on the services ofkey individuals, particularly our executive officers, and ourrelationship with our controlling stockholder. The loss of any keyindividual or change in our relationship with our controllingstockholder could materially and adversely harmus. |

|              |                                                                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Labor StoppagesAffecting OEMs — We may be subject to work stoppages at ourfacilities or those of our principal customers or suppliers, whichcould materially and adversely harmus. |

|              |                                                                                                                                                                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Outsourcing Trend— Our strategies may not succeed if anticipated outsourcing amongautomotive manufacturers fails to materialize to the extent we haveassumed. Principal risks to continued outsourcing are union/laborconsiderations and objections. |

|              |                                                                                                                                                                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | International Sales —A growing portion of our revenue may be derived from internationalsources, which exposes us to certain risks, such as foreign traderestrictions, government embargoes, tariffs, foreign currency risks,expatriation risks and politicalinstability. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | ProductLiability and Warranty Claims — We may incur materiallosses and costs as a result of product liability and warranty claimsthat may be brought against us in the event that the use of our currentand formerly manufactured or sold products results, or is alleged toresult, in bodily injury and/or property damage or fails to meet ourcustomer specifications. In addition, claims may be asserted against usin respect of formerly owned operations, such as TriMas, for which weare indemnified. In the event of financial difficulties, TriMas may beunable to satisfy indemnificationclaims. |

|              |                                                                                                                                                                     |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | EnvironmentalMatters — Our business may be materially and adverselyaffected by compliance obligations and liabilities under environmentallaws andregulations. |

|              |                                                                                                                                                             |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Control byPrincipal Stockholder — We are controlled by Heartland, whoseinterests in our business may be different than other investors in theCompany. |

|              |                                                                                                                                                                                                                                                                                                                                                               |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Terms ofStockholders Agreement — Provisions of a stockholdersagreement among the majority of our stockholders impose significantoperating and financial restrictions on our business without certainstockholder agreement. In the event our significant stockholders areunable to agree on certain actions, we may be materially and adverselyimpacted. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Leverage; Abilityto Service Debt — We may not be able to manage our businessas we might otherwise do so due to our high degree of leverage. Ourhigh degree of leverage means that we must dedicate significant cashflow to debt service. By doing so, we will have greater difficulty inmeeting other important commercial and financial obligations or inpursuing various strategies andopportunities. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | SubstantialRestrictions and Covenants — Restrictions in our debtinstruments limit our ability to take certain actions, including toincur further debt, finance capital expenditures, pay dividends andsell or acquire assets or businesses. These restrictions may prevent usfrom taking actions in the interests of our security holders. Inaddition, our ability to comply with our financial covenants in ourdebt instruments may be impacted by numerous matters, including mattersbeyond our control. In the event we are unable to satisfy thesecovenants in the future, we will be in default and may be materiallyand adversely impacted. In addition, |

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|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | our accounts receivable facility is subjectto customer concentration limits based on the credit ratings of eachcustomer. The availability under our receivables facility may becurtailed by the credit ratings downgrades of Ford Motor Company andGeneral Motors Corporation if we are unable to obtain the consent ofthe lenders under our senior secured credit facility to enter into anintercreditor agreement with GECC. Any further downgrades of these orother of our customers could have a material adverse impact on ourliquidity. |

|              |                                                                                                                                                                                                                                                                                                                                                               |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Implementation ofControl Improvements — We have not yet completedimplementation of our current plans to improve our internal controlsand may be unable to remedy certain internal control weaknessesidentified by our independent auditors and take other actions to meetour 2006 compliance deadline for Section 404 of the Sarbanes-Oxley Actof 2002. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Impact ofRestatement — The disclosure of the weaknesses in ourinternal control over financial reporting may adversely impact theconfidence of those with whom we have commercial or financialrelationships. Our conclusions and actions relative to our controlweaknesses is subject to scrutiny in the future, including review bythe Securities and Exchange Commission in connection with its ordinarycourse review of our public filings and disclosures or otherwise. |

We undertake no obligation to update publicly any forward-lookingstatements, whether as a result of new information, future events orotherwise.

There are few published independent sources for datarelated to the markets for many of our products. To the extent we areable to obtain or derive data from independent sources, we have doneso. In particular, we used a report produced by the Ducker ResearchCompany, Inc. profiling North American Forging, Foundry and MachineryIndustries prepared in 2000 for Heartland Industrial Partners, L.P.,our largest shareholder. To the extent information in the Ducker Reportis dated, we have expressed our belief by extrapolating data from theDucker Report using other publicly available information about thecompetitors and products addressed in the Ducker Report. To the extentinformation is otherwise not obtained or derived from independentsources, we have expressed our belief based on our own internalanalyses and estimates of our and our competitors' products andcapabilities. We note that many of the industries in which we competeare characterized by competition among a small number of largesuppliers. Industry publications and surveys and forecasts that we haveused generally state that the information contained therein has beenobtained from sources believed to be reliable. We have notindependently verified any of the data from third-party sources norhave we ascertained the underlying assumptions or bases for any suchinformation. In general, when we say we are a"leader" or a"leading" manufacturer or make similarstatements about ourselves, we are expressing our belief that weformulated principally from our estimates and experiences in, andknowledge of, the markets in which we compete. In some cases, wepossess independent data to support our position, but that data may notbe sufficient in isolation for us to reach the conclusions that we havereached without our knowledge of our markets and businesses.

Inaddition to the foregoing, readers of this quarterly report arecautioned that, prior to the filing of the 2003 Form 10-K Report, theCommission provided the Company with comments in the ordinary course onits filings under the Securities Exchange Act of 1934 as amended. TheCompany believes that it has supplementally or in this reportadequately responded to the Staff's comments on theCompany's filings. However, it is entirely possible thatdisclosure may change as a result of the Commission's review ofthis filing and the Company's responses to those comments.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK

In the normal course of business, we are exposed to marketrisk associated with fluctuations in foreign exchange rates. We arealso subject to interest risk as it relates to long-term debt. See"Management's Discussion and Analysis of FinancialCondition and Results of Operations" for details about ourprimary market risks, and the objectives and strategies used to managethese risks. Also see Note 11 "Long-TermDebt" in the notes to the consolidated financialstatements for additional information in our 2004 Form 10-K.

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ITEM 4.    CONTROLS AND PROCEDURES

In March 2005, KPMG informed the Company that the following itemsconstituted material weaknesses: the extent to which manual journalentries at the plant level were able to be made without appropriatereview or supporting documentation; the extent to which manualcorporate level adjustments were required in the consolidation andfinancial reporting/close process; the need to perform regular,detailed account analyses and reconciliations; the need to improvecontrols to limit access to accounts payable and vendor files; the needto enhance controls related to fixed assets to ensure, among otherthings, timely asset classifications and the need to develop a processfor controlling access to its various information technology systems.These material weaknesses, if unaddressed, could result in materialerrors in the Company's financial statements.

The Companybelieves that certain of the issues highlighted above are caused inpart by the predecessor companies' previously highlydecentralized structure and the integration of their various financialsystems, which current management has been addressing over time sincethe acquisition of the Company in November 2000.

The Companycontinues to devote substantial resources to the improvement and reviewof its control processes and procedures. The Company has taken actionsor considered actions to address concerns and issues referred to above,and intends to continue taking actions as necessary to further addresssuch concerns and issues, by (1) making personnel and organizationalchanges; (2) improving communications and internal reporting; (3)simplifying and making consistent various accounting policies andprocedures and enhancing related documentation; (4) significantlyexpanding its training programs for both accounting and non-accountingemployees related to accounting matters; (5) increasingmanagement's focus on internal controls and improving the extentand timing of management oversight in a number of areas; and (6)implementing processes and procedures to reduce manual interventionsand adjustments and more appropriately limit access to certain filesand systems. The Company's Audit Committee and its Board ofDirectors have reviewed the actions undertaken to date in response tothe material weaknesses outlined above and have authorized actions toimprove control processes and procedures.

Specific remedialactions that have been undertaken since the Independent Investigationin 2004 include the following:

|              |                                                                                                                                                                        |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | substantial additional training ofaccounting personnel and non-accounting personnel in accountingmatters, including a Senior Financial Director of Europeanoperations; |

|              |                                                                                                                          |
|--------------|--------------------------------------------------------------------------------------------------------------------------|
| •  | revised incentivecompensation system to eliminate plant specific performance criteria infavor of division-wide criteria; |

|              |                                                                                                                                                                                                                                                                |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | in order to improve consistency inthe financial reporting process, we appointed a Financial Controller tooversee all North American plant controllers and work to ensure thatpublic reporting requirements are understood throughout the NorthAmerican plants; |

|              |                                                                                                                                                                    |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | appointed aDirector, Sarbanes Oxley Implementation in order to manage theCompany's efforts to comply with the requirements of Section 404of the Sarbanes-OxleyAct; |

|              |                                                                                                                                                                                         |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | hired new members of thecorporate accounting staff to work closely with plant operatingpersonnel and institute fixed asset inventory andconstruction-in-progress analysis improvements; |

|              |                                                                                                                                                              |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | improved corporate accountingpolicies and procedures documentation, including the institution ofquarterly updates on accounting policy and procedurechanges; |

|              |                                                                                                                                                                          |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | created across-functional team of finance, information systems and operatingprofessionals to address controls and procedures related to inventoryat our plantoperations; |

|              |                                                                                                                                                                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | elevated theorganizational importance of the internal audit function through theaddition of more experienced staff, new and enhanced internal auditingscope and procedures and an enhanced reporting connection between theinternal audit function and the AuditCommittee; |

|              |                                                                                                                                                                                    |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | improved proceduresand review process relative to account reconciliations and requiredsupport, including the addition of new, standardized corporate policyacross the corporation; |

41

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|              |                                                                                                                                                                                                                                                                                         |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | improvedinternal controls over financial reporting at the Company'sEuropean locations by reorganizing the reporting structure andrequiring all European plant controllers to report directly to a SeniorFinance Director that, in turn, reports directly to the Chief FinancialOfficer; |

|              |                                                                                                                      |
|--------------|----------------------------------------------------------------------------------------------------------------------|
| •  | separated assignments,responsibility and access between the accounts payable group andcentral procurement group; and |

|              |                                                                                                                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | improved procedures and reviewprocesses relative to plant manual journal entries, including theadoption of a new corporate policy requiring pre-approval of manualjournal entries exceeding certain designated thresholds. |

TheCompany will continue to evaluate the effectiveness of its controls andprocedures on an ongoing basis, including consideration of internalcontrol weaknesses and business recommendations identified by itsauditors and intends to implement further actions in its continuingefforts to strengthen the control process.

In addition, theCompany is undertaking a thorough review of its internal controls,including information technology systems and financial reporting aspart of the Company's preparation for compliance with theinternal control over financial reporting requirements of Section 404of the Sarbanes-Oxley Act. Given the need to fully remedy the internalcontrol weaknesses identified by KPMG, there can be no assurance thatthe Company will be able to remedy these weaknesses and take otheractions required for compliance with Section 404 of the Sarbanes-OxleyAct by the required compliance date, which is the beginning of fiscal2006.

Disclosure Controls and Procedures

Concurrentwith the quarterly review of the Company's financial statements,management, with the participation of our Chief Executive Officer andChief Financial Officer, concluded an evaluation of the effectivenessof our disclosure controls and procedures (as such term is defined inRule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of1934) pursuant to Rule 13a-15 of the Exchange Act. Our disclosurecontrols and procedures are designed only to provide reasonableassurance that they will meet their objectives. Based upon thatevaluation, the Chief Executive Officer and Chief Financial Officerconcluded that the Company's disclosure controls and proceduresare not effective to provide reasonable assurance that they will meettheir objectives as of April 3, 2005. Consequently, in connection withthe preparation of this Quarterly Report, management of the Companyundertook and completed reconciliations, analyses and reviews inaddition to those historically completed to confirm that this QuarterlyReport fairly presents in all material respects the financialcondition, results of operations and cash flows of the Company as of,and for, the periods presented in accordance with generally acceptedaccounting principles.

42

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PART II.    OTHER INFORMATION

METALDYNE CORPORATION

Items 1, 2, 3, 4 and 5 are notapplicable.

Item 6.    Exhibits.

|         |  |                                                                                                                                                                    |  |                                                                                                                                                                       |  |  |  |  |  |  |  |  |  |  |
|---------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--|--|--|--|--|--|
| **(A)** |  | **Exhibits:**                                                                                                                                                      |  |
|    |  | Exhibit3.1                                                                                                                                                         |  | Restated Certificate of Incorporation of MascoTech, Inc.(1)                                                                                                           |
|    |  | Exhibit 3.2                                                                                                                                                        |  | Bylaws ofMetaldyne Corporation. (2)                                                                                                                                   |
|    |  | Exhibit10.3.4                                                                                                                                                      |  | Amendment No. 1 to the Receivables Transfer Agreementdated as of  May 11,2005.                                                                                        |
|    |  | Exhibit10.9                                                                                                                                                        |  | Description of the Metaldyne Annual Value CreationPlan.                                                                                                               |
|    |  | Exhibit 12                                                                                                                                                         |  | Computationof Ratio of Earnings to Combined Fixed Charges and Preferred StockDividends.                                                                               |
|    |  | Exhibit 31.1                                                                                                                                                       |  | Certification pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of2002.                                                 |
|    |  | Exhibit31.2                                                                                                                                                        |  | Certification pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of2002.                                                 |
|    |  | Exhibit32.1                                                                                                                                                        |  | Certification pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.                                                 |
|    |  | Exhibit 32.2                                                                                                                                                       |  | Certification pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of2002.                                                 |
|    |  |                             |  |
|    |  | (1)                                                                                                                                                                |  | Incorporatedby reference from the Exhibits filed with Metaldyne Corporation'sAnnual Report on Form 10-K for the year ended December 31,2000.                          |
|    |  | (2)                                                                                                                                                                |  | Incorporated byreference from the Exhibits filed with MascoTech, Inc.'s (nowknown as Metaldyne Corporation) Registration Statement on Form S-1filed December 27,2000. |
|         |

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Actof 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

|                   |  |        |  |                                                                                                                         |  |  |  |  |  |  |
|-------------------|--|--------|--|-------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--|--|
|              |  |   |  | **METALDYNECORPORATION**                                                                                                |
|              |  |   |  | **(Registrant)**                                                                                                        |
| DATE: May 18,2005 |  | By:    |  | /s/ Jeffrey M.Stafeil                                                                                                   |
|              |  |   |  | JeffreyM. Stafeil Executive Vice President and Chief FinancialOfficer(Chief Accounting Officer and AuthorizedSignatory) |
|                   |

44

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METALDYNECORPORATIONEXHIBIT INDEX

Exhibit

|              |  |                                                                                                                       |  |  |  |  |
|--------------|--|-----------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| Exhibit3.1   |  | RestatedCertificate of Incorporation of MascoTech, Inc. (1)                                                           |
| Exhibit 3.2  |  | Bylaws of Metaldyne Corporation.(2)                                                                                   |
| Exhibit 10.9 |  | Description of theMetaldyne Annual Value Creation Plan.                                                               |
| Exhibit12    |  | Computation of Ratio of Earnings to Combined Fixed Chargesand Preferred Stock Dividends.                              |
| Exhibit31.1  |  | Certification pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 302 of the Sarbanes-Oxley Act of2002. |
| Exhibit 31.2 |  | Certification pursuantto 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002. |
| Exhibit32.1  |  | Certification pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002. |
| Exhibit 32.2 |  | Certification pursuantto 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of2002.  |
|              |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                              |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Incorporatedby reference from the Exhibits filed with Metaldyne Corporation'sAnnual Report on Form 10-K for the year ended December 31,2000. |

|     |                                                                                                                                                                        |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Incorporated by referencefrom the Exhibits filed with MascoTech, Inc.'s (now known asMetaldyne Corporation) Registration Statement on Form S-1 filedDecember 27, 2000. |

45

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