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UNITEDSTATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

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

FOR QUARTERLY PERIOD ENDED SEPTEMBER 28,2003COMMISSION FILE NUMBER 1-12068

METALDYNE CORPORATION(Exact name of registrant as specified in itscharter)

|                                                               |  |                                     |  |  |  |  |
|---------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| Delaware                                                      |  | 38-2513957                          |
| (State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.) |
| 47659Halyard Drive, Plymouth,Michigan                         |  | 48170-2429                          |
| (Address of principalexecutive offices)                       |  | (ZipCode)                           |
|                                                               |

(734)207-6200

(Registrant's telephonenumber)

Indicate by check mark whether theregistrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filingrequirements for the past 90days.    Yes      X       No             

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the ExchangeAct).    Yes                 No      X   

There is currently no public market for theregistrant's common stock.

Indicate thenumber of shares outstanding of each of the issuer's classes ofcommon stock, as of the latest practical date.

|                                     |  |                                       |            |        |  |  |
|-------------------------------------|--|---------------------------------------|------------|--------|--|--|
| Class                               |  | Sharesoutstanding at October 31, 2003 |
| Common stock,par value $1 per share |  |                                  | 43,871,745 |   |
|                                     |

    

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METALDYNE CORPORATION

INDEX

|          |  |                                                                                                                  |  |         |       |        |  |  |  |  |
|----------|--|------------------------------------------------------------------------------------------------------------------|--|---------|-------|--------|--|--|--|--|
|     |  |                                                                                                             |  | PageNo. |
| PartI.   |  | FinancialInformation                                                                                             |  |
| Item 1.  |  | FinancialStatements                                                                                              |  |
|     |  | Consolidated BalanceSheets – September 28, 2003 and December 29,2002                                       |  |    | 2     |   |
|     |  | ConsolidatedStatements of Operations for the Three and Nine Months Ended September28, 2003 and September 29,2002 |  |    | 3     |   |
|     |  | ConsolidatedStatements of Cash Flows for the Nine Months Ended September  28,2003 and September 29, 2002         |  |    | 4     |   |
|     |  | Notesto Consolidated Financial Statements                                                                        |  |    | 5-23  |   |
| Item2.   |  | Management's Discussion and Analysis ofFinancial Condition and Results ofOperations                              |  |    | 24-40 |   |
| Item3.   |  | Quantitative and Qualitative Disclosure About MarketRisk                                                         |  |    | 40    |   |
| Item 4.  |  | Controls andProcedures                                                                                           |  |    | 41    |   |
| Part II. |  | OtherInformation andSignature                                                                                    |  |    | 42-43 |   |
|          |

1

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PART I. FINANCIALINFORMATION ITEM 1. Financial Statements

METALDYNECORPORATION CONSOLIDATED BALANCE SHEET September 28, 2003 andDecember 29, 2002 (Dollars in thousands except per shareamounts)

|                                                                                                               |  |                   |           |                  |  |        |           |         |  |  |
|---------------------------------------------------------------------------------------------------------------|--|-------------------|-----------|------------------|--|--------|-----------|---------|--|--|
|                                                                                                          |  | September28, 2003 |           | December 29,2002 |
|                                                                                                          |  | (Unaudited)       |
| **ASSETS**                                                                                                    |  |              |      |             |  |   |      |    |
| Currentassets:                                                                                                |  |              |      |             |  |   |      |    |
| Cash and cashequivalents                                                                                      |  | $                 | —   |             |  | $      | 19,130    |    |
| Receivables,net:                                                                                              |  |              |      |             |  |   |      |    |
| Trade, net ofallowance for doubtful accounts                                                                  |  |              | 159,940   |             |  |   | 147,670   |    |
| Affiliates                                                                                                    |  |              | 19,190    |             |  |   | 27,820    |    |
| Other                                                                                                         |  |              | 9,980     |             |  |   | 11,380    |    |
| Totalreceivables, net                                                                                         |  |              | 189,110   |             |  |   | 186,870   |    |
| Inventories                                                                                                   |  |              | 80,670    |             |  |   | 76,820    |    |
| Deferred andrefundable income taxes                                                                           |  |              | 1,590     |             |  |   | 23,550    |    |
| Prepaidexpenses and other assets                                                                              |  |              | 38,750    |             |  |   | 29,140    |    |
| Totalcurrent assets                                                                                           |  |              | 310,120   |             |  |   | 335,510   |    |
| Equity investmentsin affiliates                                                                               |  |              | 144,580   |             |  |   | 147,710   |    |
| Property andequipment, net                                                                                    |  |              | 717,260   |             |  |   | 697,510   |    |
| Excess of cost overnet assets of acquired companies                                                           |  |              | 552,530   |             |  |   | 552,100   |    |
| Intangible andother assets                                                                                    |  |              | 268,370   |             |  |   | 286,220   |    |
| Totalassets                                                                                                   |  | $                 | 1,992,860 |             |  | $      | 2,019,050 |    |
| **LIABILITIESAND SHAREHOLDERS'EQUITY**                                                                        |  |              |      |             |  |   |      |    |
| Currentliabilities:                                                                                           |  |              |      |             |  |   |      |    |
| Accountspayable                                                                                               |  | $                 | 167,870   |             |  | $      | 186,440   |    |
| Accrued liabilities                                                                                           |  |              | 131,310   |             |  |   | 108,330   |    |
| Currentmaturities, long-term debt                                                                             |  |              | 7,140     |             |  |   | 99,900    |    |
| Totalcurrent liabilities                                                                                      |  |              | 306,320   |             |  |   | 394,670   |    |
| Long-termdebt                                                                                                 |  |              | 765,440   |             |  |   | 668,960   |    |
| Deferred incometaxes                                                                                          |  |              | 117,970   |             |  |   | 146,510   |    |
| Otherlong-term liabilities                                                                                    |  |              | 132,580   |             |  |   | 143,300   |    |
| Totalliabilities                                                                                              |  |              | 1,322,310 |             |  |   | 1,353,440 |    |
| Redeemablepreferred stock, 545,154 shares outstanding                                                         |  |              | 71,510    |             |  |   | 64,510    |    |
| Redeemable restrictedcommon stock, 0.8 million and 1.7 million shares outstanding,respectively                |  |              | 17,360    |             |  |   | 23,790    |    |
| Less:Restricted unamortized stock awards                                                                      |  |              | (530      | )           |  |   | (3,120    | )  |
| Totalredeemable stock                                                                                         |  |              | 88,340    |             |  |   | 85,180    |    |
| Preferredstock (non-redeemable), $1 par, Authorized: 25 million; Outstanding:None                             |  |              | —   |             |  |   | —   |    |
| Common stock,$1 par, Authorized: 250 million; Outstanding:  42.7million and 42.6 million shares, respectively |  |              | 42,730    |             |  |   | 42,650    |    |
| Paid-incapital                                                                                                |  |              | 686,130   |             |  |   | 684,870   |    |
| Accumulateddeficit                                                                                            |  |              | (172,400  | )           |  |   | (147,100  | )  |
| Accumulatedother comprehensive income                                                                         |  |              | 25,750    |             |  |   | 10        |    |
| Totalshareholders' equity                                                                                     |  |              | 582,210   |             |  |   | 580,430   |    |
| Totalliabilities, redeemable stock and shareholders' equity                                                   |  | $                 | 1,992,860 |             |  | $      | 2,019,050 |    |
|                                                                                                          |  |              |      |             |  |   |      |    |
|                                                                                                               |

Seeaccompanying notes to the consolidated financial statements.

2

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

|                                                                                         |  |                   |          |                   |  |                  |          |                   |  |        |           |         |  |        |            |         |  |  |
|-----------------------------------------------------------------------------------------|--|-------------------|----------|-------------------|--|------------------|----------|-------------------|--|--------|-----------|---------|--|--------|------------|---------|--|--|
|                                                                                    |  | ThreeMonths Ended |          | Nine Months Ended |
|                                                                                    |  | (Unaudited)       |          | (Unaudited)       |
|                                                                                    |  | September28,2003  |          | September 29,2002 |  | September28,2003 |          | September 29,2002 |
| Netsales                                                                                |  | $                 | 346,280  |              |  | $                | 352,150  |              |  | $      | 1,117,890 |    |  | $      | 1,442,480  |    |
| Costof sales                                                                            |  |              | (311,160 | )            |  |             | (303,910 | )            |  |   | (990,740  | )  |  |   | (1,193,480 | )  |
| Grossprofit                                                                             |  |              | 35,120   |              |  |             | 48,240   |              |  |   | 127,150   |    |  |   | 249,000    |    |
| Selling,general and administrative expenses                                             |  |              | (26,070  | )            |  |             | (32,590  | )            |  |   | (81,860   | )  |  |   | (145,840   | )  |
| Restructuringcharges                                                                    |  |              | (3,220   | )            |  |             | (1,120   | )            |  |   | (7,080    | )  |  |   | (1,120     | )  |
| Legacyrestricted stock award expense                                                    |  |              | (950     | )            |  |             | (1,050   | )            |  |   | (2,430    | )  |  |   | (4,210     | )  |
| Operatingprofit                                                                         |  |              | 4,880    |              |  |             | 13,480   |              |  |   | 35,780    |    |  |   | 97,830     |    |
| Otherexpense, net:                                                                      |  |
| Interest expense                                                                        |  |              | (18,690  | )            |  |             | (17,780  | )            |  |   | (53,810   | )  |  |   | (74,400    | )  |
| Losson repurchase of debentures and early retirement of term loans                      |  |              | —  |              |  |             | (6,860   | )            |  |   | —   |    |  |   | (68,860    | )  |
| Losson interest rate arrangements upon early retirement of term loans                   |  |              | —  |              |  |             | —  |              |  |   | —   |    |  |   | (7,550     | )  |
| Equityearnings (loss) from affiliates, net                                              |  |              | 1,130    |              |  |             | (2,240   | )            |  |   | (1,580    | )  |  |   | 90         |    |
| Other,net                                                                               |  |              | (1,250   | )            |  |             | (1,010   | )            |  |   | (6,470    | )  |  |   | (8,690     | )  |
| Otherexpense, net                                                                       |  |              | (18,810  | )            |  |             | (27,890  | )            |  |   | (61,860   | )  |  |   | (159,410   | )  |
| Lossbefore income taxes and cumulative effect of change in accountingprinciple          |  |              | (13,930  | )            |  |             | (14,410  | )            |  |   | (26,080   | )  |  |   | (61,580    | )  |
| Incometax benefit                                                                       |  |              | (4,360   | )            |  |             | (3,020   | )            |  |   | (7,620    | )  |  |   | (41,260    | )  |
| Lossbefore cumulative effect of change in accounting principle                          |  |              | (9,570   | )            |  |             | (11,390  | )            |  |   | (18,460   | )  |  |   | (20,320    | )  |
| Cumulativeeffect of change in recognition and measurement of goodwillimpairment         |  |              | —  |              |  |             | —  |              |  |   | —   |    |  |   | (36,630    | )  |
| Netloss                                                                                 |  |              | (9,570   | )            |  |             | (11,390  | )            |  |   | (18,460   | )  |  |   | (56,950    | )  |
| Preferredstock dividends                                                                |  |              | 2,340    |              |  |             | 3,570    |              |  |   | 6,840     |    |  |   | 6,980      |    |
| Lossattributable to common stock                                                        |  | $                 | (11,910  | )            |  | $                | (14,960  | )            |  | $      | (25,300   | )  |  | $      | (63,930    | )  |
| Basicearnings (loss) pershare:                                                          |  |              |     |              |  |             |     |              |  |   |      |    |  |   |       |    |
| Beforecumulative effect of change in accounting principle less preferredstockdividends  |  | $                 | (0.28    | )            |  | $                | (0.35    | )            |  | $      | (0.59     | )  |  | $      | (0.64      | )  |
| Cumulativeeffect of change in recognition and measurement of goodwillimpairment         |  |              | —  |              |  |             | —  |              |  |   | —   |    |  |   | (0.86      | )  |
| Netloss attributable to common stock                                                    |  | $                 | (0.28    | )            |  | $                | (0.35    | )            |  | $      | (0.59     | )  |  | $      | (1.50      | )  |
| Dilutedearnings (loss) pershare:                                                        |  |              |     |              |  |             |     |              |  |   |      |    |  |   |       |    |
| Beforecumulative effect of change in accounting principle less preferredstock dividends |  | $                 | (0.28    | )            |  | $                | (0.35    | )            |  | $      | (0.59     | )  |  | $      | (0.64      | )  |
| Cumulativeeffect of change in recognition and measurement of goodwillimpairment         |  |              | —  |              |  |             | —  |              |  |   | —   |    |  |   | (0.86      | )  |
| Netloss attributable to common stock                                                    |  | $                 | (0.28    | )            |  | $                | (0.35    | )            |  | $      | (0.59     | )  |  | $      | (1.50      | )  |
|                                                                                         |

Seeaccompanying notes to the consolidated financial statements.

3

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METALDYNE CORPORATION CONSOLIDATEDSTATEMENT OF CASH FLOWS (Dollars inthousands)

|                                                                                                                        |  |                  |          |                    |  |        |            |         |  |  |
|------------------------------------------------------------------------------------------------------------------------|--|------------------|----------|--------------------|--|--------|------------|---------|--|--|
|                                                                                                                   |  | NineMonthsEnded  |
|                                                                                                                   |  | (Unaudited)      |
|                                                                                                                   |  | September28,2003 |          | September 29, 2002 |
| Operatingactivities:                                                                                                   |  |             |     |               |  |
| Net loss                                                                                                               |  | $                | (18,460  | )             |  | $      | (56,950    | )  |
| Adjustmentsto reconcile net cash provided by (used for) operatingactivities:                                           |  |
| Depreciation and amortization                                                                                          |  |             | 78,790   |               |  |   | 88,380     |    |
| Legacy stockaward expense                                                                                              |  |             | 2,430    |               |  |   | 4,210      |    |
| Debt feeamortization                                                                                                   |  |             | 1,540    |               |  |   | 4,040      |    |
| Deferred incometaxes                                                                                                   |  |             | (27,220  | )             |  |   | 2,060      |    |
| Non-cashinterest expense (interest accretion)                                                                          |  |             | 5,340    |               |  |   | 11,320     |    |
| Loss oninterest rate arrangements                                                                                      |  |             | —  |               |  |   | 7,550      |    |
| Equity(earnings) losses from affiliates, net of dividends                                                              |  |             | 1,580    |               |  |   | (90        | )  |
| Cumulative effectof change in recognition and measurement of goodwill impairment                                       |  |             | —  |               |  |   | 36,630     |    |
| Loss onrepurchase of debentures and early retirement of termloans                                                      |  |             | —  |               |  |   | 68,860     |    |
| Other,net                                                                                                              |  |             | (6,080   | )             |  |   | 2,130      |    |
| Changesin assets and liabilities, net of acquisition/disposition ofbusiness:                                           |  |
| Accounts receivable                                                                                                    |  |             | 4,210    |               |  |   | (60,260    | )  |
| Netrepayments of accounts receivable sale                                                                              |  |             | —  |               |  |   | (138,360   | )  |
| Inventory                                                                                                              |  |             | (3,940   | )             |  |   | 4,370      |    |
| Deferredand refundable incometaxes                                                                                     |  |             | 32,430   |               |  |   | (20,000    | )  |
| Prepaidexpenses and other assets                                                                                       |  |             | (10,350  | )             |  |   | (5,510     | )  |
| Accountspayable and accrued liabilities                                                                                |  |             | (16,270  | )             |  |   | (42,300    | )  |
| Netcash provided by (used for) operating activities                                                                    |  |             | 44,000   |               |  |   | (93,920    | )  |
| Investingactivities:                                                                                                   |  |
| Capital expenditures                                                                                                   |  |             | (82,630  | )             |  |   | (78,970    | )  |
| Proceedsfrom sale/leaseback of fixed assets                                                                            |  |             | 8,460    |               |  |   | 33,370     |    |
| Disposition ofbusinesses to a related party                                                                            |  |             | 22,570   |               |  |   | 840,000    |    |
| Proceeds fromsale of TriMas shares                                                                                     |  |             | 20,000   |               |  |   | —    |    |
| Acquisitionof business, net                                                                                            |  |             | (7,650   | )             |  |   | —    |    |
| Investmentin joint venture                                                                                             |  |             | (20,000  | )             |  |   | —    |    |
| Other, net                                                                                                             |  |             | —  |               |  |   | (3,810     | )  |
| Netcash provided by (used for) investingactivities                                                                     |  |             | (59,250  | )             |  |   | 790,590    |    |
| Financingactivities:                                                                                                   |  |
| Proceeds of term loanfacilities                                                                                        |  |             | —  |               |  |   | 400,000    |    |
| Principalpayments of term loanfacilities                                                                               |  |             | (1,000   | )             |  |   | (1,112,450 | )  |
| Proceedsof revolving credit facility                                                                                   |  |             | 180,000  |               |  |   | 319,800    |    |
| Principalpayments of revolving credit facility                                                                         |  |             | (180,000 | )             |  |   | (319,800   | )  |
| Proceedsof senior subordinated notes due 2012                                                                          |  |             | —  |               |  |   | 250,000    |    |
| Principalpayments of convertible subordinated debentures, due 2003 (net of$1.2 million non-cash portion of repurchase) |  |             | —  |               |  |   | (205,290   | )  |
| Proceedsof other debt                                                                                                  |  |             | 6,690    |               |  |   | 1,120      |    |
| Principalpayments of other debt                                                                                        |  |             | (7,320   | )             |  |   | (4,540     | )  |
| Capitalizationof debt refinancing fees                                                                                 |  |             | (2,250   | )             |  |   | (11,590    | )  |
| Penaltieson early extinguishment of debt                                                                               |  |             | —  |               |  |   | (6,480     | )  |
| Netcash used for financing activities                                                                                  |  |             | (3,880   | )             |  |   | (689,230   | )  |
| Netincrease (decrease) incash                                                                                          |  |             | (19,130  | )             |  |   | 7,440      |    |
| Cash and cashequivalents, beginning ofperiod                                                                           |  |             | 19,130   |               |  |   | —    |    |
| Cashand cash equivalents, end of period                                                                                |  | $                | —  |               |  | $      | 7,440      |    |
| Supplementary cashflow information:                                                                                    |  |
| Cash paid (refunded) forincome taxes, net                                                                              |  | $                | (27,700  | )             |  | $      | (5,160     | )  |
| Cash paidfor interest                                                                                                  |  | $                | 39,590   |               |  | $      | 78,190     |    |
|                                                                                                                        |

See accompanyingnotes to the consolidated financialstatements.

4

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS

1.    Businessand Other Information

We("Metaldyne" or the"Company") are a leading global manufacturerof highly engineered metal components for the global light vehiclemarket. Our products include metal-formed and precision-engineeredcomponents and modular systems used in vehicle transmission, engine andchassis applications.

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 December 29,2002 (the "2002 Form 10-K"), as amended byItem 7 of the Company's Current Report on Form 8-K filed August25, 2003. The results of operations for the period ended September 28,2003 are not necessarily indicative of the results for the fullyear.

The Company's fiscal year ends on the Sundaynearest December 31. The Company's fiscal quarters end on theSundays nearest March 31, June 30, and September 30. All year andquarter references relate to the Company's fiscal year and fiscalquarters unless otherwise stated.

2.    Stock Optionsand Awards

The Company adopted Statement of FinancialAccounting Standards ("SFAS") No. 148,"Accounting for Stock-Based Compensation—Transitionand Disclosure—an amendment of FASB Statement No.123" effective for the fiscal year ended December 29,2002. The following disclosure for the financial statements for theperiod ended September 28, 2003 assumes that the Company continues toaccount for stock-based employee compensation using the intrinsic valuemethod under Accounting Principles Board("APB") No. 25 and relatedinterpretations.

The Company has one stock-basedemployee compensation plan. No stock-based employee compensation costis reflected in net income, as all options granted under this plan hadan exercise price equal to the market value of the underlying commonstock on the date of grant. The following table illustrates the effecton net income and earnings per share if the Company had applied thefair value recognition provisions of SFAS No. 123,"Accounting for Stock-Based Compensation," tostock-based employeecompensation.

|                                                                                                                                           |  |                                        |         |                    |  |                   |         |                  |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------|--|----------------------------------------|---------|--------------------|--|-------------------|---------|------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                                      |  | (Inthousands, except per shareamounts) |
|                                                                                                                                      |  | ThreeMonths Ended                      |         | Nine MonthsEnded   |
|                                                                                                                                      |  | September 28,2003                      |         | September 29, 2002 |  | September 28,2003 |         | September29,2002 |
|                                                                                                                                      |  |                                   |    |               |  |              |    |             |  |   |    |    |  |   |    |    |
| Netloss attributable to common stock, as reported                                                                                         |  | $                                      | (11,910 | )             |  | $                 | (14,960 | )           |  | $      | (25,300 | )  |  | $      | (63,930 | )  |
| Deduct:Total stock-based employee compensation expense determined under fairvalue based method for all awards, net of related tax effects |  |                                   | (400    | )             |  |              | (470    | )           |  |   | (1,340  | )  |  |   | (1,410  | )  |
| Proforma net loss attributable to commonstock                                                                                             |  | $                                      | (12,310 | )             |  | $                 | (15,430 | )           |  | $      | (26,640 | )  |  | $      | (65,340 | )  |
| Losspershare:                                                                                                                             |  |                                   |    |               |  |              |    |             |  |   |    |    |  |   |    |    |
| Basic— as reported                                                                                                                  |  | $                                      | (0.28   | )             |  | $                 | (0.35   | )           |  | $      | (0.59   | )  |  | $      | (1.50   | )  |
| Basic— pro forma for stock-basedcompensation                                                                                        |  | $                                      | (0.29   | )             |  | $                 | (0.36   | )           |  | $      | (0.62   | )  |  | $      | (1.53   | )  |
| Diluted— as reported                                                                                                                |  | $                                      | (0.28   | )             |  | $                 | (0.35   | )           |  | $      | (0.59   | )  |  | $      | (1.50   | )  |
| Diluted— pro forma for stock-based compensation                                                                                     |  | $                                      | (0.29   | )             |  | $                 | (0.36   | )           |  | $      | (0.62   | )  |  | $      | (1.53   | )  |
|                                                                                                                                           |

5

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** (CONTINUED)**

3.    Earnings per Share

Thefollowing reconciles the numerators and denominators used in thecomputations of basic and diluted earnings per common share:

|                                                                                 |  |                                       |         |                    |  |                   |         |                   |  |        |         |         |  |        |         |         |  |  |
|---------------------------------------------------------------------------------|--|---------------------------------------|---------|--------------------|--|-------------------|---------|-------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                            |  | (Inthousands except per shareamounts) |
|                                                                            |  | ThreeMonths Ended                     |         | Nine MonthsEnded   |
|                                                                            |  | September 28,2003                     |         | September 29, 2002 |  | September 28,2003 |         | September 29,2002 |
|                                                                            |  |                                  |    |               |  |              |    |              |  |   |    |    |  |   |    |    |
| Weightedaverage number of shares outstanding                                    |  |                                  | 42,730  |               |  |              | 42,650  |              |  |   | 42,730  |    |  |   | 42,650  |    |
| Lossbefore cumulative effect of change in accounting principle                  |  | $                                     | (9,570  | )             |  | $                 | (11,390 | )            |  | $      | (18,460 | )  |  | $      | (20,320 | )  |
| Cumulativeeffect of change in recognition and measurement of goodwillimpairment |  |                                  | — |               |  |              | — |              |  |   | — |    |  |   | (36,630 | )  |
| Netloss                                                                         |  |                                  | (9,570  | )             |  |              | (11,390 | )            |  |   | (18,460 | )  |  |   | (56,950 | )  |
| Less:Preferred stock dividends                                                  |  |                                  | 2,340   |               |  |              | 3,570   |              |  |   | 6,840   |    |  |   | 6,980   |    |
| Lossused for basic and diluted earnings per share computation                   |  | $                                     | (11,910 | )             |  | $                 | (14,960 | )            |  | $      | (25,300 | )  |  | $      | (63,930 | )  |
| Basicearnings (loss) pershare:                                                  |  |                                  |    |               |  |              |    |              |  |   |    |    |  |   |    |    |
| Beforecumulative effect of change in accounting principle less preferredstock   |  | $                                     | (0.28   | )             |  | $                 | (0.35   | )            |  | $      | (0.59   | )  |  | $      | (0.64   | )  |
| Cumulativeeffect of change in recognition and measurement of goodwillimpairment |  |                                  | — |               |  |              | — |              |  |   | — |    |  |   | (0.86   | )  |
| Netloss attributable to common stock                                            |  | $                                     | (0.28   | )             |  | $                 | (0.35   | )            |  | $      | (0.59   | )  |  | $      | (1.50   | )  |
| Totalshares used for basic earnings per share computation                       |  |                                  | 42,730  |               |  |              | 42,650  |              |  |   | 42,730  |    |  |   | 42,650  |    |
| Contingentlyissuable shares                                                     |  |                                  | — |               |  |              | — |              |  |   | — |    |  |   | — |    |
| Totalshares used for diluted earnings per share computation                     |  |                                  | 42,730  |               |  |              | 42,650  |              |  |   | 42,730  |    |  |   | 42,650  |    |
| Dilutedearnings (loss) pershare:                                                |  |                                  |    |               |  |              |    |              |  |   |    |    |  |   |    |    |
| Beforecumulative effect of change in accounting principle less preferredstock   |  | $                                     | (0.28   | )             |  | $                 | (0.35   | )            |  | $      | (0.59   | )  |  | $      | (0.64   | )  |
| Cumulativeeffect of change in recognition and measurement of goodwillimpairment |  |                                  | — |               |  |              | — |              |  |   | — |    |  |   | (0.86   | )  |
| Netloss attributable to common stock                                            |  | $                                     | (0.28   | )             |  | $                 | (0.35   | )            |  | $      | (0.59   | )  |  | $      | (1.50   | )  |
|                                                                                 |

Dilutedearnings per share reflect the potential dilution that would occur ifsecurities or other contracts to issue common stock were exercised orconverted into common stock. Excluded from the calculation of dilutedearnings per share are stock options representing 2,470,000 and2,490,000 of common shares as they are anti-dilutive at September 28,2003 and September 29, 2002, respectively.

Contingently issuableshares, representing approximately 890,000 and 1,730,000 restrictedcommon shares, have an anti-dilutive effect on earnings per share forthe three and nine months ended September 28, 2003 and September 29,2002, respectively.

6

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** (CONTINUED)**

4.    Joint Venture

On December8, 2002, the Company announced a Joint Venture Formation Agreement("Agreement") with DaimlerChryslerCorporation ("DaimlerChrysler") to operateDaimlerChrysler's New Castle (Indiana) machining and forgefacility. On January 2, 2003, the Company closed on this joint venture,known as NC-M Chassis Systems, LLC. In connection with the closing,DaimlerChrysler contributed substantially all of the assets of thebusiness conducted at this facility in exchange for 100% of thecommon and preferred interests in the joint venture. In addition, thejoint venture assumed certain liabilities of the business fromDaimlerChrysler. Immediately following the contribution, the Companypurchased 40% of the common interests in the joint venture fromDaimlerChrysler for $20 million in cash. This investment is accountedfor under the equity method of accounting, due to the Company'sinvestment representing greater than 20% but less than50% of the interest in the joint venture. However, with respectto the Agreement, the Company does not recognize losses in the jointventure to the extent that DaimlerChrysler provides funding for thejoint venture's operations and capital expenditures.

Underthe terms of the Agreement, the Company has an option to purchaseDaimlerChrysler's common and preferred interests in the jointventure for $118.8 million in cash, approximately $31.7 million inprincipal amount of a new issue of 10-year 10% seniorsubordinated notes of Metaldyne and approximately $64.5 million inliquidation preference of a new series of preferred stock of Metaldyne.The Company's call option is available to be exercised once asatisfactory collective bargaining agreement regarding the newMetaldyne employees is ratified and a satisfactory collectivebargaining agreement is reached with the DaimlerChrysler employees thatwill be leased to Metaldyne after the final stock purchase date. IfMetaldyne does not exercise its call option within 20 business days ofDaimlerChrysler's ratification of a satisfactory collectivebargaining agreement or the Company fails to close within 120 days ofthe exercise because it cannot finance the acquisition, DaimlerChryslerhas a call option to purchase the Company's initial investmentfor $1.00. If a new satisfactory collective bargaining agreement is notratified by January 31, 2004, the Company has a put option on itsequity in the joint venture at $20 million and DaimlerChrysler has acall option on the Company's equity in the joint venture at $20million. In addition, the Company's current credit agreementrequires that the Company exercise its purchase option by January 14,2004, and that certain credit statistics are met. The Company iscurrently planning to exercise its purchase option prior to thatdate.

5.    Acquisition

On May 30, 2003, the Companyacquired a facility in Greensboro, North Carolina, from DanaCorporation ("Dana") for approximately $7.7million at closing and agreed to pay an additional $1.4 million in cashover a period of time ending on December 31, 2004. The Company may alsobe obligated to pay up to an additional $1.4 million in cash onDecember 31, 2004 depending upon the extent of new business awards atthe facility. The Greensboro facility became part of the DrivelineGroup's Transmission and Program Management division. TheGreensboro operation, which employs approximately 150 people, machinescast iron and aluminum castings, including various steering knucklesand aluminum carriers for light truck applications.

As part ofthe agreement with Dana, the Company agreed to obtain a third partybuyer of the Greensboro facility, and agreed to sign a lease agreementwith this party. If the Company failed to obtain a third party buyerfor this property within 60 days of the acquisition, it agreed to payDana $10 million to purchase the facility. To secure this arrangement,the Company gave Dana a letter of credit for $10 million. On July 14,2003, the Company subsequently entered into a long-term lease agreementwith a third party, thereby releasing the Company from the $10 millionletter of credit.

In addition, the Company signed a seven-yearsupply agreement with Dana covering all existing business atGreensboro, including right of last refusal on successor programs, aswell as a commitment to award $20 million of new forging business tothe Company. Dana has also issued purchase orders, to be satisfied atother of our facilities, for incremental other tube, gear and carrierbusiness for a number of platforms.

7

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** (CONTINUED)**

6.    Goodwill and Other IntangibleAssets

Effective January 1, 2002, the Company adopted Statementof Financial Accounting Standards (SFAS) No. 142,"Goodwill and Other Intangible Assets" andceased amortizing goodwill. At September 28, 2003, the goodwill balancewas approximately $553 million. For purposes of testing this goodwillfor potential impairment, fair values were determined based upon thediscounted cash flows of the reporting units using a 9.5%discount rate. The initial assessment for the Automotive Groupindicated that the fair value of the reporting units within theAutomotive Group exceeded their corresponding carrying value. Thisanalysis was completed again for the year ended December 29, 2002,which indicated that the fair value of these units continued to exceedtheir carrying values.

The initial assessment for theCompany's former TriMas Group indicated the carrying value ofthese units exceeded their fair value. A non-cash, after tax charge of$36.6 million was taken as of January 1, 2002, related to theindustrial fasteners business of TriMas. Sales, operating profits andcash flows for this TriMas owned business were lower than expectedbeginning in the first quarter of 2001, due to the overall economicdownturn and cyclical declines in certain markets for industrialfastener products. Based on that trend, the earnings and cash flowforecasts for the next five years indicated the goodwill impairmentloss. Consistent with the requirements of SFAS No. 142, the Companyrecognized this impairment charge as the cumulative effect of change inaccounting principle as of January 1, 2002.

Acquired IntangibleAssets

The change in the gross carrying amount of acquiredintangible assets is primarily attributable to the exchange impact fromforeigncurrency.

|                                                           |  |                                            |         |                         |  |                     |         |                     |  |                         |  |                     |         |        |  |        |         |         |  |           |  |        |        |        |  |  |  |  |  |  |
|-----------------------------------------------------------|--|--------------------------------------------|---------|-------------------------|--|---------------------|---------|---------------------|--|-------------------------|--|---------------------|---------|--------|--|--------|---------|---------|--|-----------|--|--------|--------|--------|--|--|--|--|--|--|
|                                                      |  | (Inthousands, except weighted averagelife) |         |
|                                                      |  | As ofSeptember 28, 2003                    |         | As of December 29,2002  |  |
|                                                      |  | GrossCarryingAmount                        |         | AccumulatedAmortization |  | WeightedAverageLife |         | GrossCarryingAmount |  | AccumulatedAmortization |  | WeightedAverageLife |         |
| AmortizedIntangibleAssets:                                |  |                                       |    |                    |  |                |    |                |  |                    |  |                |    |   |  |   |    |    |  |      |  |   |   |   |
| CustomerContracts                                         |  | $                                          | 93,200  |                    |  | $                   | (27,670 | )              |  | 8.2years                |  | $                   | 91,000  |   |  | $      | (20,920 | )  |  | 8.2years  |  |
| Technology and Other                                      |  |                                       | 163,160 |                    |  |                | (31,470 | )              |  | 14.9years               |  |                | 160,820 |   |  |   | (23,790 | )  |  | 14.9years |  |
| Total                                                     |  | $                                          | 256,360 |                    |  | $                   | (59,140 | )              |  | 13.6years               |  | $                   | 251,820 |   |  | $      | (44,710 | )  |  | 13.6years |  |
|                                                      |  |                                       |    |                    |  |                |    |                |  |                    |  |                |    |   |  |   |    |    |  |      |  |   |   |   |
| AggregateAmortization Expense (Included in Cost ofSales): |  |                                       |    |                    |  |                |    |                |  |                    |  |                |    |   |  |   |    |    |  |      |  |   |   |   |
| Forthe nine months ended September 28, 2003               |  |                                       |    |                    |  | $                   | 16,200  |                |  |                    |  |                |    |   |  |   |    |    |  |      |  |   |   |   |
|                                                      |  |                                       |    |                    |  |                |    |                |  |                    |  |                |    |   |  |   |    |    |  |      |  |   |   |   |
| EstimatedAmortizationExpense:                             |  |                                       |    |                    |  |                |    |                |  |                    |  |                |    |   |  |   |    |    |  |      |  |   |   |   |
| Forthe year ending December 28, 2003                      |  |                                       |    |                    |  |                | 21,460  |                |  |                    |  |                |    |   |  |   |    |    |  |      |  |   |   |   |
| Forthe year ending December 31, 2004                      |  |                                       |    |                    |  |                | 21,460  |                |  |                    |  |                |    |   |  |   |    |    |  |      |  |   |   |   |
| Forthe year ending December 31, 2005                      |  |                                       |    |                    |  |                | 21,060  |                |  |                    |  |                |    |   |  |   |    |    |  |      |  |   |   |   |
| Forthe year ending December 31, 2006                      |  |                                       |    |                    |  |                | 21,060  |                |  |                    |  |                |    |   |  |   |    |    |  |      |  |   |   |   |
|                                                           |

8

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** (CONTINUED)**

Goodwill

The changes in thecarrying amount of goodwill for the nine months ended September 28,2003 are asfollows:

|                                 |  |         |         |           |  |        |         |        |  |        |         |        |  |        |         |         |  |  |
|---------------------------------|--|---------|---------|-----------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--|
|                            |  | Chassis |         | Driveline |  | Engine |         | Total  |
| Balanceas of December 29, 2002  |  | $       | 66,590  |      |  | $      | 361,470 |   |  | $      | 124,040 |   |  | $      | 552,100 |    |
| DispositionofFittings           |  |    | (5,210  | )    |  |   | — |   |  |   | — |   |  |   | (5,210  | )  |
| Impactfrom foreigncurrency      |  |    | — |      |  |   | 3,610   |   |  |   | 2,030   |   |  |   | 5,640   |    |
| Balanceas of September 28, 2003 |  | $       | 61,380  |      |  | $      | 365,080 |   |  | $      | 126,070 |   |  | $      | 552,530 |    |
|                                 |

7.    Dispositionof Business

On June 6, 2002, the Company sold TriMasCorporation ("TriMas") common stock toHeartland Industrial Partners, L.P.("Heartland") and other investors amountingto approximately 66% of the fully diluted common equity ofTriMas. The Company retained approximately 34% of the fullydiluted common equity of TriMas in the form of common stock and apresently exercisable warrant to purchase shares of TriMas common stockat a nominal exercise price. Pursuant to the terms of a stock purchaseagreement, Heartland and the other investors invested approximately$265 million in cash in TriMas to acquire the 66% interest. Inconnection with the investment, TriMas entered into a senior creditfacility and a receivables facility and issued senior subordinatednotes due 2012. TriMas used borrowings under the senior credit facilityand proceeds from the issuance of the notes to repay borrowings made byits subsidiaries under the Company's credit agreement, to repaycertain debt that was owed to the Company and to repurchase TriMasoriginated receivables balances under the Company's receivablesfacility. In addition, prior to the closing, TriMas declared and paid acash dividend to the Company equal to the difference between $840million and the aggregate amount of such debt repayment and receivablesrepurchase. Consequently, as a result of the investment and the othertransactions, the Company (1) received $840 million in the form ofcash, debt reduction and reduced receivables facility balances and (2)received or retained common stock and a warrant in TriMas representingthe Company's 34% retained interest.

As Heartlandis the Company's controlling shareholder, this transaction wasaccounted for as a reorganization of entities under common control andaccordingly no gain or loss has been recognized. Since the date ofdisposition, the Company has accounted for its retained interest inTriMas under the equity method of accounting.

On April 2, 2003,TriMas exercised its right to repurchase 1 million shares of its commonstock from the Company at $20 per share, the same price as it wasvalued on June 6, 2002. As a result of this sale, and as a result ofacquisitions performed by TriMas in 2003, Metaldyne's ownershippercentage in TriMas decreased to approximately 28% as ofSeptember 28, 2003.

On May 9, 2003, the Company sold its ChassisGroup's Fittings division to TriMas for $22.6 million plus theassumption of an operating lease. This transaction was accounted for asa sale of entities under common control. Therefore, the proceeds inexcess of the book value of $6.3 million were recorded as additionalpaid-in capital in the Company's consolidated balance sheet. TheFittings division, which is a leading manufacturer of specializedfittings and cold-headed parts used in automotive and industrialapplications, became part of the TriMas Fastening Systems Group.

8.    Restructuring Actions

In 2001, the Company began toimplement plans to integrate the three legacy companies into theCompany's new vision and align the business units under theCompany's new operating structure and leadership team in aneffort to reformulate a cost structure more competitive in themarketplace. To facilitate these initiatives, the Company terminated292 employees and closed unprofitable businesses and 

9

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** (CONTINUED)**

plants. The majority of these actions werecompleted in 2001 and 2002, but some are ongoing as of September 28,2003. All employees have been terminated under this integration action.The amounts reflected below represent total estimated cash payments, ofwhich $3.2 million and $1.9 million are recorded in "otherlong-term liabilities" in the Company's consolidatedbalance sheet at September 28, 2003 and December 29, 2002,respectively. The remaining $4.3 million and $9.8 million are recordedin "accrued liabilities" in theCompany's consolidated balance sheet at September 28, 2003 andDecember 29, 2002, respectively.

In June 2002, the Companyannounced the reorganization of its Engine Group's Europeanoperations, to streamline the engineering, manufacturing and reportingstructure of its European operations. This restructuring included theclosure of a manufacturing facility in Halifax, England and terminationof approximately 25 employees. In addition, the Company closed a smallmanufacturing location in Memphis, Tennessee and restructuredmanagement within its North American engine operations, resulting inthe termination of 12 employees. In the first nine months of 2003, theCompany recorded additional restructuring charges relating to thetermination of an additional 75 employees at certain facilities and thecompletion of the European operations' reorganization.

Thefollowing table provides a rollforward of the restructuring accrualrelated to the above restructuring actions as of September 28,2003.

|                              |  |                                            |         |                                                           |  |                                             |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|------------------------------|--|--------------------------------------------|---------|-----------------------------------------------------------|--|---------------------------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                         |  |     AcquisitionRelated |         | (In thousands)2002AdditionalSeverance and Other ExitCosts |  | 2003Additional Severance andOther ExitCosts |         | Total   |
|                         |  | SeveranceCosts                             |         | Exitand IntegrationCosts                                  |  |
| Balance at December 29,2002  |  | $                                          | 9,880   |                                                      |  | $                                           | 540     |    |  | $      | 2,380   |    |  | $      | — |    |  | $      | 12,800  |    |
| Cashpayments                 |  |                                       | (6,690  | )                                                    |  |                                        | (330    | )  |  |   | (1,860  | )  |  |   | (3,490  | )  |  |   | (12,370 | )  |
| Chargesto expense            |  |                                       | — |                                                      |  |                                        | — |    |  |   | — |    |  |   | 7,080   |    |  |   | 7,080   |    |
| Balanceat September 28, 2003 |  | $                                          | 3,190   |                                                      |  | $                                           | 210     |    |  | $      | 520     |    |  | $      | 3,590   |    |  | $      | 7,510   |    |
|                              |

9.    Accounts ReceivableSecuritization

The Company has entered into an arrangement tosell, on an ongoing basis, the trade accounts receivable ofsubstantially all domestic 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 $225million 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 $2.4 million and $3.4million for the nine months ended September 28, 2003 and September 29,2002, respectively, and is included in "other expense,net" in the Company's consolidated statement ofoperations. At September 28, 2003, the Company's funding underthe facility was zero with $76 million available but not utilized. Thediscount rate at September 28, 2003 was 2.23% compared to2.48% at December 29, 2002. The usage fee under the facility is1.5%. In addition, the Company is required to pay a fee of0.5% on the unused portion of the facility. This facilityexpires in November 2005.

10

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** (CONTINUED)**

10.    Inventories

Inventoriesby component are as follows:

|                |  |                   |        |                  |  |        |        |        |  |  |
|----------------|--|-------------------|--------|------------------|--|--------|--------|--------|--|--|
|           |  | (Inthousands)     |
|           |  | September28, 2003 |        | December 29,2002 |
|           |  |              |   |             |  |   |   |   |
| Finishedgoods  |  | $                 | 24,180 |             |  | $      | 25,720 |   |
| Work inprocess |  |              | 30,370 |             |  |   | 26,230 |   |
| Rawmaterials   |  |              | 26,120 |             |  |   | 24,870 |   |
|           |  | $                 | 80,670 |             |  | $      | 76,820 |   |
|                |

11.    DerivativeFinancial Instruments

The Company manages its exposure tochanges in interest rates through the use of interest rate protectionagreements. These interest rate derivatives are designated as cash flowhedges. The effective portion of each derivative's gain or lossis initially reported as a component of other comprehensive income(loss) and subsequently reclassified into earnings when the forecastedtransaction affects earnings. The Company does not use derivatives forspeculative purposes.

In February 2001, the Company entered intointerest rate protection agreements with various financial institutionsto hedge a portion of its interest rate risk related to the term loanborrowings under its credit facility. These agreements include twointerest rate collars with a term of three years, a total notionalamount of $200 million, and a three-month LIBOR interest rate cap andfloor of 7% and approximately 4.5%, respectively. Theagreements also include four interest rate caps at a three-month LIBORinterest rate of 7% with a total notional amount of $314million. The two interest rate collars and two of the interest ratecaps totaling $200 million were redesignated to the Company's newterm note in June 2002. The remaining two interest rate caps totaling$114 million no longer qualify for hedge accounting. Therefore, anyunrealized gain or loss is recorded as other income or expense in theconsolidated statement of operations beginning June 20, 2002.

Under these agreements, the Company recognized additional interestexpense of $4.9 million during the nine months ended September 28,2003. The Company expects to recognize a portion of the $0.6 millioncurrently included in other comprehensive income into earnings asquarterly interest payments are made.

11

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** (CONTINUED)**

12.    Comprehensive Income (Loss)

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

|                                                                                 |  |                   |         |                    |  |                   |         |                   |  |        |         |         |  |        |         |         |  |  |
|---------------------------------------------------------------------------------|--|-------------------|---------|--------------------|--|-------------------|---------|-------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                            |  | (Inthousands)     |
|                                                                            |  | ThreeMonths Ended |         | Nine MonthsEnded   |
|                                                                            |  | September 28,2003 |         | September 29, 2002 |  | September 28,2003 |         | September 29,2002 |
|                                                                            |  |              |    |               |  |              |    |              |  |   |    |    |  |   |    |    |
| Lossbefore cumulative effect of change in accounting principle                  |  | $                 | (9,570  | )             |  | $                 | (11,390 | )            |  | $      | (18,460 | )  |  | $      | (20,320 | )  |
| Cumulativeeffect of change in recognition and measurement of goodwillimpairment |  |              | — |               |  |              | — |              |  |   | — |    |  |   | (36,630 | )  |
| Netloss                                                                         |  |              | (9,570  | )             |  |              | (11,390 | )            |  |   | (18,460 | )  |  |   | (56,950 | )  |
| Othercomprehensive income(loss):                                                |  |              |    |               |  |              |    |              |  |   |    |    |  |   |    |    |
| Impactof TriMas disposition on foreign currencytranslation                      |  |              | — |               |  |              | — |              |  |   | — |    |  |   | (1,910  | )  |
| Foreigncurrency translationadjustment                                           |  |              | 520     |               |  |              | (3,040  | )            |  |   | 24,370  |    |  |   | 36,620  |    |
| Interestrate agreements fair value adjustments                                  |  |              | 980     |               |  |              | (1,090  | )            |  |   | 1,370   |    |  |   | 5,760   |    |
| Totalother comprehensive income (loss)                                          |  |              | 1,500   |               |  |              | (4,130  | )            |  |   | 25,740  |    |  |   | 40,470  |    |
| Totalcomprehensive income (loss)                                                |  | $                 | (8,070  | )             |  | $                 | (15,520 | )            |  | $      | 7,280   |    |  | $      | (16,480 | )  |
|                                                                                 |

13.    Commitmentsand Contingencies

The Company is subject to claims andlitigation in the ordinary course of our business, but does not believethat any such claim or litigation will have a material adverse effecton its financial position or results of operations.

14.    Segment Information

The Company has defined asegment as a component with business activity resulting in revenue andexpense that has separate financial information evaluated regularly bythe Company's chief operating decision maker and its board ofdirectors in determining resource allocation and assessingperformance.

The Company has established Adjusted EarningsBefore Interest, Taxes, Depreciation and Amortization("Adjusted EBITDA") as an indicator of ouroperating performance and as a measure of our cash generatingcapabilities. The Company defines Adjusted EBITDA as operating profitplus depreciation and amortization plus legacy stock award expense(contractual obligation from November 2000 acquisition, which willrunoff completely by 2003).

In the second quarter of 2002, theCompany modified its organizational structure. As a result, the Companyis now comprised of three reportable segments: Chassis, Driveline andEngine. Accordingly, the Company has restated sales for all priorperiods to reflect this change. Adjusted EBITDA is presented using theCompany's modified segment structure beginning in 2002. Inaddition, in 2003 the Company moved one of its European operations thathad historically been part of the Chassis segment to the Enginesegment, and moved one of its domestic operations that had historicallybeen part of the Driveline segment to the Engine segment. Both periodshave been adjusted to reflect these changes.

CHASSIS —Manufactures components, modules and systems used in a variety ofengineered chassis applications, including wheel-ends, axle shaft,knuckles and mini-corner assemblies. This segment utilizes a variety ofprocesses including hot, warm and cold forging, powder metal forgingand machinery and assembly.

12

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** (CONTINUED)**

DRIVELINE — Manufactures components,modules and systems, including precision shafts, hydraulic controls,hot and cold forgings and integrated program management used in a broadrange of transmission applications. These applications includetransmission and transfer case shafts, transmission valve bodies, coldextrusion and Hatebur hot forgings.

ENGINE — Manufacturesa broad range of engine components, modules and systems, includingsintered metal, powder metal, forged and tubular fabricated productsused for a variety of applications. These applications include balanceshaft modules and front cover assemblies.

As discussed in Note7, the Company completed a divestiture of a portion of its TriMas Groupon June 6, 2002. The TriMas Group is presented at the group level,rather than by segment, for all periods presented.

Segmentactivity for the three and nine months ended September 28, 2003 andSeptember 29, 2002 is as follows:

|                                               |  |                   |         |                    |  |                   |         |                   |  |        |           |         |  |        |           |         |  |  |
|-----------------------------------------------|--|-------------------|---------|--------------------|--|-------------------|---------|-------------------|--|--------|-----------|---------|--|--------|-----------|---------|--|--|
|                                          |  | (Inthousands)     |
|                                          |  | ThreeMonths Ended |         | Nine MonthsEnded   |
|                                          |  | September 28,2003 |         | September 29, 2002 |  | September 28,2003 |         | September 29,2002 |
| **Sales**                                     |  |
| AutomotiveGroup                               |  |              |    |               |  |              |    |              |  |   |      |    |  |   |      |    |
| Chassis                                       |  | $                 | 24,850  |               |  | $                 | 32,600  |              |  | $      | 87,900    |    |  | $      | 111,490   |    |
| Driveline                                     |  |              | 186,710 |               |  |              | 197,260 |              |  |   | 590,470   |    |  |   | 618,520   |    |
| Engine                                        |  |              | 134,720 |               |  |              | 122,290 |              |  |   | 439,520   |    |  |   | 383,890   |    |
| AutomotiveGroup                               |  |              | 346,280 |               |  |              | 352,150 |              |  |   | 1,117,890 |    |  |   | 1,113,900 |    |
|                                          |  |              |    |               |  |              |    |              |  |   |      |    |  |   |      |    |
| TriMasGroup                                   |  |              | — |               |  |              | — |              |  |   | —   |    |  |   | 328,580   |    |
| Totalsales                                    |  | $                 | 346,280 |               |  | $                 | 352,150 |              |  | $      | 1,117,890 |    |  | $      | 1,442,480 |    |
| **AdjustedEBITDA**                            |  |              |    |               |  |              |    |              |  |   |      |    |  |   |      |    |
| AutomotiveGroup                               |  |              |    |               |  |              |    |              |  |   |      |    |  |   |      |    |
| Chassis                                       |  | $                 | 1,710   |               |  | $                 | 3,090   |              |  | $      | 5,830     |    |  | $      | 10,970    |    |
| Driveline                                     |  |              | 18,020  |               |  |              | 26,630  |              |  |   | 59,860    |    |  |   | 78,290    |    |
| Engine                                        |  |              | 17,920  |               |  |              | 15,790  |              |  |   | 65,960    |    |  |   | 53,890    |    |
| AutomotiveOperating                           |  |              | 37,650  |               |  |              | 45,510  |              |  |   | 131,650   |    |  |   | 143,150   |    |
| Automotive/centralizedresources ("Corporate") |  |              | (5,740  | )             |  |              | (6,140  | )            |  |   | (14,650   | )  |  |   | (15,140   | )  |
| AutomotiveGroup                               |  |              | 31,910  |               |  |              | 39,370  |              |  |   | 117,000   |    |  |   | 128,010   |    |
| TriMasGroup                                   |  |              | — |               |  |              | — |              |  |   | —   |    |  |   | 62,410    |    |
| TotalAdjusted EBITDA                          |  |              | 31,910  |               |  |              | 39,370  |              |  |   | 117,000   |    |  |   | 190,420   |    |
| Depreciation& amortization                |  |              | (26,080 | )             |  |              | (24,840 | )            |  |   | (78,790   | )  |  |   | (88,380   | )  |
| Legacystock award expense                     |  |              | (950    | )             |  |              | (1,050  | )            |  |   | (2,430    | )  |  |   | (4,210    | )  |
| Operatingprofit                               |  | $                 | 4,880   |               |  | $                 | 13,480  |              |  | $      | 35,780    |    |  | $      | 97,830    |    |
|                                               |

15.    NewAccounting Pronouncements

On December 30, 2002, the Companyadopted SFAS No. 145, "Rescission of FASB Statements No.4, 44, and 64, Amendment of FASB Statement No. 13, and TechnicalCorrections." With the rescission of SFAS No. 4 and 64,only gains and losses from extinguishments of debt that meet thecriteria of APB Opinion No. 30 are classified as extraordinary items.This statement also rescinds SFAS No. 44, "Accounting forIntangible Assets of Motor Carriers." This statementamends SFAS No. 13, "Accounting 

13

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** (CONTINUED)**

for Leases," to eliminate theinconsistency between the required accounting for sale-leasebacktransactions and the required accounting for certain leasemodifications that have economic effects that are similar tosale-leaseback transactions. SFAS No. 145 also amends other existingauthoritative pronouncements to make various technical corrections,clarify meanings or describe their applicability under changedconditions. As a result of the Company's adoption of SFAS No.145, $68.9 million ($43.4 million, net of taxes of $25.5 million)extraordinary loss on early extinguishment of debt recorded for thenine months ended September 29, 2002 has been reclassified as"loss on repurchase of debentures and early retirement ofterm loans" in other expense, net.

On December 30,2002, the Company adopted SFAS No. 146, "Accounting forCosts Associated with Exit or Disposal Activities." SFASNo. 146 requires companies to recognize costs associated with exit ordisposal activities when they are incurred rather than at the date ofthe commitment to an exit or disposal plan. Accordingly, all costsassociated with exit or disposal activities will be recognized whenthey are incurred effective with the Company's 2003 fiscal year.This Statement did not have a material effect on the Company'sfinancial condition or results of operations.

On December 30,2002, the Company also adopted Financial Accounting Standards Board("FASB") Interpretation("FIN") No. 45, "GuarantorsAccounting and Disclosure Requirements for Guarantees, IncludingIndirect Guarantees of Indebtedness of Others." FIN No. 45clarifies disclosures that are required to be made for certainguarantees and establishes a requirement to record a liability at fairvalue for certain guarantees at the time of the guarantee'sissuance. FIN No. 45 did not have any impact on the Company'sfinancial condition, results of operations or required disclosures.

In January 2003, the FASB issued FIN No. 46,"Consolidation of Variable Interest Entities, anInterpretation of ARB 51." FIN No. 46 requires that theprimary beneficiary in a variable interest entity consolidate theentity even if the primary beneficiary does not have a majority votinginterest. The consolidation requirements of this Interpretation arerequired to be implemented for any variable interest entity created onor after January 31, 2003. In addition, FIN No. 46 requires disclosureof information regarding guarantees or exposures to loss relating toany variable interest entity existing prior to January 31, 2003 infinancial statements issued after January 31, 2003. The Companycompleted its review of certain potential variable interest entities,which are lessors under some of its operating lease agreements, as wellas the accounts receivable securitization facility, to determine theimpact of FIN No. 46. The Company has determined that there will be noimpact on the financial position or results of operations due to theadoption of this Interpretation.

In April 2003, the FASB issuedSFAS No. 149, "Amendment of Statement 133 on DerivativeInstruments and Hedging Activities." This Statement amendsStatement 133 for certain decisions made as part of the DerivativesImplementation Group process that effectively required amendments toStatement 133, in connection with other FASB projects dealing withfinancial instruments and in connection with implementation issuesraised in relation to the application of the definition of aderivative. This Statement is effective for contracts entered into ormodified after June 30, 2003 (with exceptions) and for hedgingrelationships designated after June 30, 2003. SFAS No. 149 did not haveany impact on the Company's financial condition, results ofoperations or required disclosures.

In May 2003, the FASB issuedSFAS No. 150, "Accounting for Certain FinancialInstruments with Characteristics of both Liabilities andEquity." This Statement establishes standards for how anissuer classifies and measures certain financial instruments withcharacteristics of both liabilities and equity. This Statement iseffective for financial instruments entered into or modified after May31, 2003, and otherwise is effective at the beginning of the firstinterim period beginning after June 15, 2003, except for mandatorilyredeemable financial instruments of nonpublic entities, for which it iseffective for the first fiscal period beginning after December 15,2003. The Company is currently reviewing the provisions of thisStatement. Due to the Company being a nonpublic entity as defined inSFAS No. 150, it will adopt this Statement effective with the quarterending March 28, 2004.

14

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** (CONTINUED)**

16.    Subsequent Events

OnOctober 20, 2003, the Company issued $150 million of 10% seniornotes due 2013 in a private placement under Rule 144A and Regulation Sof the Securities Act of 1933, as amended. The Company will use the netproceeds from this offering to redeem the balance of the $98.5 millionaggregate principal amount of its outstanding 4.5% subordinateddebentures due in December 2003, and has repaid approximately $46.6million of term loan debt under its credit facility.

On October1, 2003, the Company entered into a sale-leaseback transaction formachinery and equipment with a third-party lessor. The Company received$8.5 million cash as part of this transaction.

17.    Condensed Consolidating Financial Statements of Guarantorsof Senior Subordinated Notes

The following condensedconsolidating financial informationpresents:

|  | (1) | Condensedconsolidating financial statements as of September 28, 2003 andDecember 29, 2002, and for the three and nine months ended September28, 2003 and September 29, 2002 of (a) Metaldyne Corporation, theparent and issuer, (b) the guarantor subsidiaries, (c) thenon-guarantor subsidiaries and (d) the Company on a consolidated basis,and |
|--|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (2) | Eliminationentries necessary to consolidate Metaldyne Corporation, the parent,with guarantor and non-guarantor subsidiaries. |
|--|-----|------------------------------------------------------------------------------------------------------------------------------|

Thecondensed consolidating financial statements are presented on theequity method. Under this method, the investments in subsidiaries arerecorded at cost and adjusted for the Company's share of thesubsidiaries' cumulative results of operations, capitalcontributions, distributions and other equity changes. The principalelimination entries eliminate investments in subsidiaries andintercompany balances and transactions.

All investments innon-domestic subsidiaries are held directly at Metaldyne Company LLC, awholly-owned subsidiary of Metaldyne Corporation and the guarantorsubsidiaries. Equity in non-domestic subsidiary investees is includedin the guarantor column of the accompanying consolidating financialinformation.

15

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METALDYNECORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)

Guarantor/Non-Guarantor CondensedConsolidating Balance Sheets September 28, 2003

(Inthousands)

|                                                             |  |        |          |           |  |               |           |              |  |              |         |        |  |        |          |         |  |        |           |         |  |  |
|-------------------------------------------------------------|--|--------|----------|-----------|--|---------------|-----------|--------------|--|--------------|---------|--------|--|--------|----------|---------|--|--------|-----------|---------|--|--|
|                                                        |  | Parent |          | Guarantor |  | Non-Guarantor |           | Eliminations |  | Consolidated |
| **Assets**                                                  |  |   |     |      |  |          |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Currentassets:                                              |  |   |     |      |  |          |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Cashand cash equivalents                                    |  | $      | —  |      |  | $             | —   |         |  | $            | — |   |  | $      | —  |    |  | $      | —   |    |
| Totalreceivables, net                                       |  |   | —  |      |  |          | 25,580    |         |  |         | 163,530 |   |  |   | —  |    |  |   | 189,110   |    |
| Inventories                                                 |  |   | —  |      |  |          | 52,910    |         |  |         | 27,760  |   |  |   | —  |    |  |   | 80,670    |    |
| Deferredand refundable income taxes                         |  |   | —  |      |  |          | 620       |         |  |         | 970     |   |  |   | —  |    |  |   | 1,590     |    |
| Prepaidexpenses and other assets                            |  |   | —  |      |  |          | 31,310    |         |  |         | 7,440   |   |  |   | —  |    |  |   | 38,750    |    |
| Totalcurrent assets                                         |  |   | —  |      |  |          | 110,420   |         |  |         | 199,700 |   |  |   | —  |    |  |   | 310,120   |    |
| Equityinvestments in affiliates                             |  |   | 144,580  |      |  |          | —   |         |  |         | — |   |  |   | —  |    |  |   | 144,580   |    |
| Propertyand equipment, net                                  |  |   | —  |      |  |          | 497,430   |         |  |         | 219,830 |   |  |   | —  |    |  |   | 717,260   |    |
| Excessof cost over net assets of acquired companies         |  |   | —  |      |  |          | 423,630   |         |  |         | 128,900 |   |  |   | —  |    |  |   | 552,530   |    |
| Investmentin subsidiaries                                   |  |   | 525,970  |      |  |          | 232,410   |         |  |         | — |   |  |   | (758,380 | )  |  |   | —   |    |
| Intangibleand other assets                                  |  |   | —  |      |  |          | 248,160   |         |  |         | 20,210  |   |  |   | —  |    |  |   | 268,370   |    |
| Totalassets                                                 |  | $      | 670,550  |      |  | $             | 1,512,050 |         |  | $            | 568,640 |   |  | $      | (758,380 | )  |  | $      | 1,992,860 |    |
| **LiabilitiesAnd Shareholders'Equity**                      |  |   |     |      |  |          |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Currentliabilities:                                         |  |   |     |      |  |          |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Accountspayable                                             |  | $      | —  |      |  | $             | 128,130   |         |  | $            | 39,740  |   |  | $      | —  |    |  | $      | 167,870   |    |
| Accruedliabilities                                          |  |   | —  |      |  |          | 112,530   |         |  |         | 18,780  |   |  |   | —  |    |  |   | 131,310   |    |
| Currentmaturities, long-term debt                           |  |   | —  |      |  |          | 4,680     |         |  |         | 2,460   |   |  |   | —  |    |  |   | 7,140     |    |
| Totalcurrent liabilities                                    |  |   | —  |      |  |          | 245,340   |         |  |         | 60,980  |   |  |   | —  |    |  |   | 306,320   |    |
| Long-termdebt                                               |  |   | 250,000  |      |  |          | 504,600   |         |  |         | 10,840  |   |  |   | —  |    |  |   | 765,440   |    |
| Deferredincome taxes                                        |  |   | —  |      |  |          | 95,320    |         |  |         | 22,650  |   |  |   | —  |    |  |   | 117,970   |    |
| Long-termliabilities                                        |  |   | —  |      |  |          | 131,450   |         |  |         | 1,130   |   |  |   | —  |    |  |   | 132,580   |    |
| Intercompanyaccounts, net                                   |  |   | (250,000 | )    |  |          | 9,370     |         |  |         | 240,630 |   |  |   | —  |    |  |   | —   |    |
| Totalliabilities                                            |  |   | —  |      |  |          | 986,080   |         |  |         | 336,230 |   |  |   | —  |    |  |   | 1,322,310 |    |
| Totalredeemable stock                                       |  |   | 88,340   |      |  |          | —   |         |  |         | — |   |  |   | —  |    |  |   | 88,340    |    |
| **Shareholders'equity:**                                    |  |   |     |      |  |          |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Preferredstock                                              |  |   | —  |      |  |          | —   |         |  |         | — |   |  |   | —  |    |  |   | —   |    |
| Commonstock                                                 |  |   | 42,730   |      |  |          | —   |         |  |         | — |   |  |   | —  |    |  |   | 42,730    |    |
| Paid-incapital                                              |  |   | 686,130  |      |  |          | —   |         |  |         | — |   |  |   | —  |    |  |   | 686,130   |    |
| Accumulateddeficit                                          |  |   | (172,400 | )    |  |          | —   |         |  |         | — |   |  |   | —  |    |  |   | (172,400  | )  |
| Accumulatedother comprehensiveincome                        |  |   | 25,750   |      |  |          | —   |         |  |         | — |   |  |   | —  |    |  |   | 25,750    |    |
| Investmentby Parent/Guarantor                               |  |   | —  |      |  |          | 525,970   |         |  |         | 232,410 |   |  |   | (758,380 | )  |  |   | —   |    |
| Totalshareholders' equity                                   |  |   | 582,210  |      |  |          | 525,970   |         |  |         | 232,410 |   |  |   | (758,380 | )  |  |   | 582,210   |    |
| Totalliabilities, redeemable stock and shareholders' equity |  | $      | 670,550  |      |  | $             | 1,512,050 |         |  | $            | 568,640 |   |  | $      | (758,380 | )  |  | $      | 1,992,860 |    |
|                                                             |

16

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METALDYNE CORPORATION NOTES TOCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor Condensed Consolidating Balance SheetsDecember 29, 2002

(Inthousands)

|                                                             |  |        |          |           |  |               |           |              |  |              |         |        |  |        |          |         |  |        |           |         |  |  |
|-------------------------------------------------------------|--|--------|----------|-----------|--|---------------|-----------|--------------|--|--------------|---------|--------|--|--------|----------|---------|--|--------|-----------|---------|--|--|
|                                                        |  | Parent |          | Guarantor |  | Non-Guarantor |           | Eliminations |  | Consolidated |
| **Assets**                                                  |  |   |     |      |  |          |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Currentassets:                                              |  |   |     |      |  |          |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Cashand cash equivalents                                    |  | $      | —  |      |  | $             | 14,610    |         |  | $            | 4,520   |   |  | $      | —  |    |  | $      | 19,130    |    |
| Totalreceivables, net                                       |  |   | —  |      |  |          | 33,610    |         |  |         | 153,260 |   |  |   | —  |    |  |   | 186,870   |    |
| Inventories                                                 |  |   | —  |      |  |          | 55,700    |         |  |         | 21,120  |   |  |   | —  |    |  |   | 76,820    |    |
| Deferredand refundable income taxes                         |  |   | —  |      |  |          | 22,620    |         |  |         | 930     |   |  |   | —  |    |  |   | 23,550    |    |
| Prepaidexpenses and other assets                            |  |   | —  |      |  |          | 23,620    |         |  |         | 5,520   |   |  |   | —  |    |  |   | 29,140    |    |
| Totalcurrent assets                                         |  |   | —  |      |  |          | 150,160   |         |  |         | 185,350 |   |  |   | —  |    |  |   | 335,510   |    |
| Equityinvestments in affiliates                             |  |   | 147,710  |      |  |          | —   |         |  |         | — |   |  |   | —  |    |  |   | 147,710   |    |
| Propertyand equipment, net                                  |  |   | —  |      |  |          | 496,670   |         |  |         | 200,840 |   |  |   | —  |    |  |   | 697,510   |    |
| Excessof cost over net assets of acquired companies         |  |   | —  |      |  |          | 355,560   |         |  |         | 196,540 |   |  |   | —  |    |  |   | 552,100   |    |
| Investmentin subsidiaries                                   |  |   | 517,900  |      |  |          | 234,980   |         |  |         | — |   |  |   | (752,880 | )  |  |   | —   |    |
| Intangibleand other assets                                  |  |   | —  |      |  |          | 284,320   |         |  |         | 1,900   |   |  |   | —  |    |  |   | 286,220   |    |
| Totalassets                                                 |  | $      | 665,610  |      |  | $             | 1,521,690 |         |  | $            | 584,630 |   |  | $      | (752,880 | )  |  | $      | 2,019,050 |    |
| **LiabilitiesAnd Shareholders'Equity**                      |  |   |     |      |  |          |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Currentliabilities:                                         |  |   |     |      |  |          |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Accountspayable                                             |  | $      | —  |      |  | $             | 133,920   |         |  | $            | 52,520  |   |  | $      | —  |    |  | $      | 186,440   |    |
| Accruedliabilities                                          |  |   | —  |      |  |          | 78,980    |         |  |         | 29,350  |   |  |   | —  |    |  |   | 108,330   |    |
| Currentmaturities, long-term debt                           |  |   | —  |      |  |          | 95,030    |         |  |         | 4,870   |   |  |   | —  |    |  |   | 99,900    |    |
| Totalcurrent liabilities                                    |  |   | —  |      |  |          | 307,930   |         |  |         | 86,740  |   |  |   | —  |    |  |   | 394,670   |    |
| Long-termdebt                                               |  |   | 250,000  |      |  |          | 409,190   |         |  |         | 9,770   |   |  |   | —  |    |  |   | 668,960   |    |
| Deferredincome taxes                                        |  |   | —  |      |  |          | 126,520   |         |  |         | 19,990  |   |  |   | —  |    |  |   | 146,510   |    |
| Long-termliabilities                                        |  |   | —  |      |  |          | 137,810   |         |  |         | 5,490   |   |  |   | —  |    |  |   | 143,300   |    |
| Intercompanyaccounts, net                                   |  |   | (250,000 | )    |  |          | 22,340    |         |  |         | 227,660 |   |  |   | —  |    |  |   | —   |    |
| Totalliabilities                                            |  |   | —  |      |  |          | 1,003,790 |         |  |         | 349,650 |   |  |   | —  |    |  |   | 1,353,440 |    |
| Totalredeemable stock                                       |  |   | 85,180   |      |  |          | —   |         |  |         | — |   |  |   | —  |    |  |   | 85,180    |    |
| Shareholders'equity:                                        |  |   |     |      |  |          |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Preferredstock                                              |  |   | —  |      |  |          | —   |         |  |         | — |   |  |   | —  |    |  |   | —   |    |
| Commonstock                                                 |  |   | 42,650   |      |  |          | —   |         |  |         | — |   |  |   | —  |    |  |   | 42,650    |    |
| Paid-incapital                                              |  |   | 684,870  |      |  |          | —   |         |  |         | — |   |  |   | —  |    |  |   | 684,870   |    |
| Accumulateddeficit                                          |  |   | (147,100 | )    |  |          | —   |         |  |         | — |   |  |   | —  |    |  |   | (147,100  | )  |
| Accumulatedother comprehensiveincome                        |  |   | 10       |      |  |          | —   |         |  |         | — |   |  |   | —  |    |  |   | 10        |    |
| Investmentby Parent/Guarantor                               |  |   | —  |      |  |          | 517,900   |         |  |         | 234,980 |   |  |   | (752,880 | )  |  |   | —   |    |
| Totalshareholders' equity                                   |  |   | 580,430  |      |  |          | 517,900   |         |  |         | 234,980 |   |  |   | (752,880 | )  |  |   | 580,430   |    |
| Totalliabilities, redeemable stock and shareholders' equity |  | $      | 665,610  |      |  | $             | 1,521,690 |         |  | $            | 584,630 |   |  | $      | (752,880 | )  |  | $      | 2,019,050 |    |
|                                                             |

17

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METALDYNE CORPORATION NOTES TOCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor Condensed Consolidating Statement OfOperations Three Months Ended September 28, 2003

(Inthousands)

|                                             |  |        |         |           |  |               |          |              |  |              |         |         |  |        |                                             |        |  |        |          |         |  |  |
|---------------------------------------------|--|--------|---------|-----------|--|---------------|----------|--------------|--|--------------|---------|---------|--|--------|---------------------------------------------|--------|--|--------|----------|---------|--|--|
|                                        |  | Parent |         | Guarantor |  | Non-Guarantor |          | Eliminations |  | Consolidated |
| Netsales                                    |  | $      | — |      |  | $             | 264,520  |         |  | $            | 81,760  |    |  | $      |       — |   |  | $      | 346,280  |    |
| Costof sales                                |  |   | — |      |  |          | (244,110 | )       |  |         | (67,050 | )  |  |   | —                                     |   |  |   | (311,160 | )  |
| Grossprofit                                 |  |   | — |      |  |          | 20,410   |         |  |         | 14,710  |    |  |   | —                                     |   |  |   | 35,120   |    |
| Selling,general and administrative expenses |  |   | — |      |  |          | (19,230  | )       |  |         | (6,840  | )  |  |   | —                                     |   |  |   | (26,070  | )  |
| Restructuringcharges                        |  |   | — |      |  |          | (2,990   | )       |  |         | (230    | )  |  |   | —                                     |   |  |   | (3,220   | )  |
| Legacyrestricted stock award expense        |  |   | — |      |  |          | (840     | )       |  |         | (110    | )  |  |   | —                                     |   |  |   | (950     | )  |
| Operatingprofit                             |  |   | — |      |  |          | (2,650   | )       |  |         | 7,530   |    |  |   | —                                     |   |  |   | 4,880    |    |
| Otherincome (expense),net:                  |  |   |    |      |  |          |     |         |  |         |    |    |  |   |                                        |   |  |   |     |    |
| Interestexpense                             |  |   | — |      |  |          | (16,130  | )       |  |         | (2,560  | )  |  |   | —                                     |   |  |   | (18,690  | )  |
| Equityearnings (loss) from affiliates, net  |  |   | 1,130   |      |  |          | —  |         |  |         | — |    |  |   | —                                     |   |  |   | 1,130    |    |
| Other,net                                   |  |   | — |      |  |          | (2,600   | )       |  |         | 1,350   |    |  |   | —                                     |   |  |   | (1,250   | )  |
| Otherexpense, net                           |  |   | 1,130   |      |  |          | (18,730  | )       |  |         | (1,210  | )  |  |   | —                                     |   |  |   | (18,810  | )  |
| Income(loss) before incometaxes             |  |   | 1,130   |      |  |          | (21,380  | )       |  |         | 6,320   |    |  |   | —                                     |   |  |   | (13,930  | )  |
| Incometax expense (benefit)                 |  |   | — |      |  |          | (460     | )       |  |         | (3,900  | )  |  |   | —                                     |   |  |   | (4,360   | )  |
| Equityin net income of subsidiaries         |  |   | (10,700 | )    |  |          | 10,220   |         |  |         | — |    |  |   | 480                                         |   |  |   | —  |    |
| Netincome (loss)                            |  | $      | (9,570  | )    |  | $             | (10,700  | )       |  | $            | 10,220  |    |  | $      | 480                                         |   |  | $      | (9,570   | )  |
| Preferredstock dividends                    |  |   | 2,340   |      |  |          | —  |         |  |         | — |    |  |   | —                                     |   |  |   | 2,340    |    |
| Earnings(loss) attributable to common stock |  | $      | (11,910 | )    |  | $             | (10,700  | )       |  | $            | 10,220  |    |  | $      | 480                                         |   |  | $      | (11,910  | )  |
|                                             |

18

----

METALDYNE CORPORATION NOTES TOCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor Condensed Consolidating Statement OfOperations Three Months Ended September 29, 2002

(Inthousands)

|                                                                   |  |        |         |           |  |               |          |              |  |              |         |         |  |        |         |         |  |        |          |         |  |  |
|-------------------------------------------------------------------|--|--------|---------|-----------|--|---------------|----------|--------------|--|--------------|---------|---------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                                              |  | Parent |         | Guarantor |  | Non-Guarantor |          | Eliminations |  | Consolidated |
| Netsales                                                          |  | $      | — |      |  | $             | 276,260  |         |  | $            | 75,940  |    |  | $      | (50     | )  |  | $      | 352,150  |    |
| Costof sales                                                      |  |   | — |      |  |          | (241,810 | )       |  |         | (62,150 | )  |  |   | 50      |    |  |   | (303,910 | )  |
| Grossprofit                                                       |  |   | — |      |  |          | 34,450   |         |  |         | 13,790  |    |  |   | — |    |  |   | 48,240   |    |
| Selling,general and administrative expenses                       |  |   | — |      |  |          | (27,230  | )       |  |         | (5,360  | )  |  |   | — |    |  |   | (32,590  | )  |
| Restructuringcharges                                              |  |   | — |      |  |          | (1,120   | )       |  |         | — |    |  |   | — |    |  |   | (1,120   | )  |
| Legacyrestricted stock award expense                              |  |   | — |      |  |          | (1,050   | )       |  |         | — |    |  |   | — |    |  |   | (1,050   | )  |
| Operatingprofit                                                   |  |   | — |      |  |          | 5,050    |         |  |         | 8,430   |    |  |   | — |    |  |   | 13,480   |    |
| Otherincome (expense),net:                                        |  |   |    |      |  |          |     |         |  |         |    |    |  |   |    |    |  |   |     |    |
| Interestexpense                                                   |  |   | — |      |  |          | (17,610  | )       |  |         | (170    | )  |  |   | — |    |  |   | (17,780  | )  |
| Losson repurchase of debentures and early retirement of termloans |  |   | — |      |  |          | (6,860   | )       |  |         | — |    |  |   | — |    |  |   | (6,860   | )  |
| Equityearnings (loss) from affiliates, net                        |  |   | (2,240  | )    |  |          | —  |         |  |         | — |    |  |   | — |    |  |   | (2,240   | )  |
| Other,net                                                         |  |   | — |      |  |          | (120     | )       |  |         | (890    | )  |  |   | — |    |  |   | (1,010   | )  |
| Otherincome (expense), net                                        |  |   | (2,240  | )    |  |          | (24,590  | )       |  |         | (1,060  | )  |  |   | — |    |  |   | (27,890  | )  |
| Income(loss) before incometaxes                                   |  |   | (2,240  | )    |  |          | (19,540  | )       |  |         | 7,370   |    |  |   | — |    |  |   | (14,410  | )  |
| Incometax expense (benefit)                                       |  |   | — |      |  |          | (5,630   | )       |  |         | 2,610   |    |  |   | — |    |  |   | (3,020   | )  |
| Equityin net income ofsubsidiaries                                |  |   | (9,150  | )    |  |          | 4,760    |         |  |         | — |    |  |   | 4,390   |    |  |   | —  |    |
| Netincome (loss)                                                  |  | $      | (11,390 | )    |  | $             | (9,150   | )       |  | $            | 4,760   |    |  | $      | 4,390   |    |  | $      | (11,390  | )  |
| Preferredstock dividends                                          |  |   | 3,570   |      |  |          | —  |         |  |         | — |    |  |   | — |    |  |   | 3,570    |    |
| Earnings(loss) attributable to common stock                       |  | $      | (14,960 | )    |  | $             | (9,150   | )       |  | $            | 4,760   |    |  | $      | 4,390   |    |  | $      | (14,960  | )  |
|                                                                   |

19

----

METALDYNE CORPORATION NOTES TOCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor Condensed Consolidating Statement OfOperations Nine Months Ended September 28, 2003

(Inthousands)

|                                             |  |        |         |           |  |               |          |              |  |              |          |         |  |        |         |         |  |        |           |         |  |  |
|---------------------------------------------|--|--------|---------|-----------|--|---------------|----------|--------------|--|--------------|----------|---------|--|--------|---------|---------|--|--------|-----------|---------|--|--|
|                                        |  | Parent |         | Guarantor |  | Non-Guarantor |          | Eliminations |  | Consolidated |
| Netsales                                    |  | $      | — |      |  | $             | 860,480  |         |  | $            | 257,410  |    |  | $      | — |    |  | $      | 1,117,890 |    |
| Costof sales                                |  |   | — |      |  |          | (784,200 | )       |  |         | (206,540 | )  |  |   | — |    |  |   | (990,740  | )  |
| Grossprofit                                 |  |   | — |      |  |          | 76,280   |         |  |         | 50,870   |    |  |   | — |    |  |   | 127,150   |    |
| Selling,general and administrative expenses |  |   | — |      |  |          | (69,800  | )       |  |         | (12,060  | )  |  |   | — |    |  |   | (81,860   | )  |
| Restructuringcharges                        |  |   | — |      |  |          | (5,780   | )       |  |         | (1,300   | )  |  |   | — |    |  |   | (7,080    | )  |
| Legacyrestricted stock award expense        |  |   | — |      |  |          | (2,020   | )       |  |         | (410     | )  |  |   | — |    |  |   | (2,430    | )  |
| Operatingprofit                             |  |   | — |      |  |          | (1,320   | )       |  |         | 37,100   |    |  |   | — |    |  |   | 35,780    |    |
| Otherincome (expense),net:                  |  |   |    |      |  |          |     |         |  |         |     |    |  |   |    |    |  |   |      |    |
| Interestexpense                             |  |   | — |      |  |          | (50,470  | )       |  |         | (3,340   | )  |  |   | — |    |  |   | (53,810   | )  |
| Equityearnings (loss) from affiliates, net  |  |   | (1,580  | )    |  |          | —  |         |  |         | —  |    |  |   | — |    |  |   | (1,580    | )  |
| Other,net                                   |  |   | — |      |  |          | (5,310   | )       |  |         | (1,160   | )  |  |   | — |    |  |   | (6,470    | )  |
| Otherexpense, net                           |  |   | (1,580  | )    |  |          | (55,780  | )       |  |         | (4,500   | )  |  |   | — |    |  |   | (61,860   | )  |
| Income(loss) before incometaxes             |  |   | (1,580  | )    |  |          | (57,100  | )       |  |         | 32,600   |    |  |   | — |    |  |   | (26,080   | )  |
| Incometax expense (benefit)                 |  |   | — |      |  |          | (12,980  | )       |  |         | 5,360    |    |  |   | — |    |  |   | (7,620    | )  |
| Equityin net income of subsidiaries         |  |   | (16,880 | )    |  |          | 27,240   |         |  |         | —  |    |  |   | (10,360 | )  |  |   | —   |    |
| Netincome (loss)                            |  | $      | (18,460 | )    |  | $             | (16,880  | )       |  | $            | 27,240   |    |  | $      | (10,360 | )  |  | $      | (18,460   | )  |
| Preferredstock dividends                    |  |   | 6,840   |      |  |          | —  |         |  |         | —  |    |  |   | — |    |  |   | 6,840     |    |
| Earnings(loss) attributable to common stock |  | $      | (25,300 | )    |  | $             | (16,880  | )       |  | $            | 27,240   |    |  | $      | (10,360 | )  |  | $      | (25,300   | )  |
|                                             |

20

----

METALDYNE CORPORATION NOTES TOCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor Condensed Consolidating Statement OfOperations Nine Months Ended September 29, 2002

(Inthousands)

|                                                                                          |  |        |         |           |  |               |          |              |  |              |          |         |  |        |         |         |  |        |            |         |  |  |
|------------------------------------------------------------------------------------------|--|--------|---------|-----------|--|---------------|----------|--------------|--|--------------|----------|---------|--|--------|---------|---------|--|--------|------------|---------|--|--|
|                                                                                     |  | Parent |         | Guarantor |  | Non-Guarantor |          | Eliminations |  | Consolidated |
| Netsales                                                                                 |  | $      | — |      |  | $             | 897,020  |         |  | $            | 545,890  |    |  | $      | (430    | )  |  | $      | 1,442,480  |    |
| Costof sales                                                                             |  |   | — |      |  |          | (789,010 | )       |  |         | (404,900 | )  |  |   | 430     |    |  |   | (1,193,480 | )  |
| Grossprofit                                                                              |  |   | — |      |  |          | 108,010  |         |  |         | 140,990  |    |  |   | — |    |  |   | 249,000    |    |
| Selling,general and administrative expenses                                              |  |   | — |      |  |          | (76,240  | )       |  |         | (69,600  | )  |  |   | — |    |  |   | (145,840   | )  |
| Restructuringcharges                                                                     |  |   | — |      |  |          | (1,120   | )       |  |         | —  |    |  |   | — |    |  |   | (1,120     | )  |
| Legacyrestricted stock award expense                                                     |  |   | — |      |  |          | (4,210   | )       |  |         | —  |    |  |   | — |    |  |   | (4,210     | )  |
| Operatingprofit                                                                          |  |   | — |      |  |          | 26,440   |         |  |         | 71,390   |    |  |   | — |    |  |   | 97,830     |    |
| Otherincome (expense),net:                                                               |  |   |    |      |  |          |     |         |  |         |     |    |  |   |    |    |  |   |       |    |
| Interestexpense                                                                          |  |   | — |      |  |          | (73,570  | )       |  |         | (830     | )  |  |   | — |    |  |   | (74,400    | )  |
| Losson repurchase of debentures and early retirement of termloans                        |  |   | — |      |  |          | (68,860  | )       |  |         | —  |    |  |   | — |    |  |   | (68,860    | )  |
| Losson interest rate arrangements upon early retirement of termloans                     |  |   | — |      |  |          | (7,550   | )       |  |         | —  |    |  |   | — |    |  |   | (7,550     | )  |
| Equityearnings (loss) from affiliates, net                                               |  |   | 90      |      |  |          | —  |         |  |         | —  |    |  |   | — |    |  |   | 90         |    |
| Other,net                                                                                |  |   | — |      |  |          | (6,540   | )       |  |         | (2,150   | )  |  |   | — |    |  |   | (8,690     | )  |
| Otherincome (expense), net                                                               |  |   | 90      |      |  |          | (156,520 | )       |  |         | (2,980   | )  |  |   | — |    |  |   | (159,410   | )  |
| Income(loss) before income taxes and cumulative effect of a change inaccountingprinciple |  |   | 90      |      |  |          | (130,080 | )       |  |         | 68,410   |    |  |   | — |    |  |   | (61,580    | )  |
| Incometax expense (benefit)                                                              |  |   | — |      |  |          | (68,370  | )       |  |         | 27,110   |    |  |   | — |    |  |   | (41,260    | )  |
| Income(loss) before cumulative effect of a change in accountingprinciple                 |  |   | 90      |      |  |          | (61,710  | )       |  |         | 41,300   |    |  |   | — |    |  |   | (20,320    | )  |
| Cumulativeeffect of a change in recognition and measurement of goodwillimpairment        |  |   | — |      |  |          | (36,630  | )       |  |         | —  |    |  |   | — |    |  |   | (36,630    | )  |
| Equityin net income of subsidiaries                                                      |  |   | (57,040 | )    |  |          | 41,300   |         |  |         | —  |    |  |   | 15,740  |    |  |   | —    |    |
| Netincome (loss)                                                                         |  | $      | (56,950 | )    |  | $             | (57,040  | )       |  | $            | 41,300   |    |  | $      | 15,740  |    |  | $      | (56,950    | )  |
| Preferredstock dividends                                                                 |  |   | 6,980   |      |  |          | —  |         |  |         | —  |    |  |   | — |    |  |   | 6,980      |    |
| Earnings(loss) attributable to common stock                                              |  | $      | (63,930 | )    |  | $             | (57,040  | )       |  | $            | 41,300   |    |  | $      | 15,740  |    |  | $      | (63,930    | )  |
|                                                                                          |

21

----

METALDYNE CORPORATION NOTES TOCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor Condensed Consolidating Statement OfCash Flows Nine Months Ended September 28, 2003

(Inthousands)

|                                                     |  |        |         |           |  |               |          |              |  |              |         |         |  |        |                                             |        |  |        |          |         |  |  |
|-----------------------------------------------------|--|--------|---------|-----------|--|---------------|----------|--------------|--|--------------|---------|---------|--|--------|---------------------------------------------|--------|--|--------|----------|---------|--|--|
|                                                |  | Parent |         | Guarantor |  | Non-Guarantor |          | Eliminations |  | Consolidated |
| Cash flows from operatingactivities:                |  |   |    |      |  |          |     |         |  |         |    |    |  |   |                                        |   |  |   |     |    |
| Netcash provided by (used for) operating activities |  | $      | — |      |  | $             | 54,390   |         |  | $            | (10,390 | )  |  | $      |       — |   |  | $      | 44,000   |    |
| Cashflows from investingactivities:                 |  |   |    |      |  |          |     |         |  |         |    |    |  |   |                                        |   |  |   |     |    |
| Capitalexpenditures                                 |  |   | — |      |  |          | (64,450  | )       |  |         | (18,180 | )  |  |   | —                                     |   |  |   | (82,630  | )  |
| Proceedsfrom sale/leaseback of fixedassets          |  |   | — |      |  |          | 8,460    |         |  |         | — |    |  |   | —                                     |   |  |   | 8,460    |    |
| Dispositionofbusiness                               |  |   | — |      |  |          | —  |         |  |         | 22,570  |    |  |   | —                                     |   |  |   | 22,570   |    |
| Proceedsfrom sale of TriMasshares                   |  |   | 20,000  |      |  |          | —  |         |  |         | — |    |  |   | —                                     |   |  |   | 20,000   |    |
| Acquisitionof business,net                          |  |   | — |      |  |          | (7,650   | )       |  |         | — |    |  |   | —                                     |   |  |   | (7,650   | )  |
| Investmentin joint venture                          |  |   | — |      |  |          | (20,000  | )       |  |         | — |    |  |   | —                                     |   |  |   | (20,000  | )  |
| Netcash provided by (used for) investing activities |  |   | 20,000  |      |  |          | (83,640  | )       |  |         | 4,390   |    |  |   | —                                     |   |  |   | (59,250  | )  |
| Cashflows from financingactivities:                 |  |   |    |      |  |          |     |         |  |         |    |    |  |   |                                        |   |  |   |     |    |
| Principalpayments of term loan facilities           |  |   | — |      |  |          | (1,000   | )       |  |         | — |    |  |   | —                                     |   |  |   | (1,000   | )  |
| Proceedsof revolving credit facility                |  |   | — |      |  |          | 180,000  |         |  |         | — |    |  |   | —                                     |   |  |   | 180,000  |    |
| Principalpayments of revolving credit facility      |  |   | — |      |  |          | (180,000 | )       |  |         | — |    |  |   | —                                     |   |  |   | (180,000 | )  |
| Proceedsof other debt                               |  |   | — |      |  |          | 3,730    |         |  |         | 2,960   |    |  |   | —                                     |   |  |   | 6,690    |    |
| Principalpayments of other debt                     |  |   | — |      |  |          | (3,000   | )       |  |         | (4,320  | )  |  |   | —                                     |   |  |   | (7,320   | )  |
| Capitalizationof debt refinancingfees               |  |   | — |      |  |          | (2,250   | )       |  |         | — |    |  |   | —                                     |   |  |   | (2,250   | )  |
| Changein intercompany accounts                      |  |   | (20,000 | )    |  |          | 17,160   |         |  |         | 2,840   |    |  |   | —                                     |   |  |   | —  |    |
| Netcash provided by (used for) financing activities |  |   | (20,000 | )    |  |          | 14,640   |         |  |         | 1,480   |    |  |   | —                                     |   |  |   | (3,880   | )  |
| Netincrease (decrease) in cash                      |  |   | — |      |  |          | (14,610  | )       |  |         | (4,520  | )  |  |   | —                                     |   |  |   | (19,130  | )  |
| Cashand cash equivalents, beginning ofperiod        |  |   | — |      |  |          | 14,610   |         |  |         | 4,520   |    |  |   | —                                     |   |  |   | 19,130   |    |
| Cashand cash equivalents, end of period             |  | $      | — |      |  | $             | —  |         |  | $            | — |    |  | $      | —                                     |   |  | $      | —  |    |
|                                                     |

22

----

METALDYNE CORPORATION NOTES TOCONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)

Guarantor/Non-Guarantor Condensed Consolidating Statement OfCash Flows Nine Months Ended September 29, 2002

(Inthousands)

|                                                                                                                       |  |        |          |           |  |               |          |              |  |              |          |         |  |        |                                             |        |  |        |            |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------|--|--------|----------|-----------|--|---------------|----------|--------------|--|--------------|----------|---------|--|--------|---------------------------------------------|--------|--|--------|------------|---------|--|--|
|                                                                                                                  |  | Parent |          | Guarantor |  | Non-Guarantor |          | Eliminations |  | Consolidated |
| Cashflows from operatingactivities:                                                                                   |  |   |     |      |  |          |     |         |  |         |     |    |  |   |                                        |   |  |   |       |    |
| Netcash used for operating activities                                                                                 |  | $      | —  |      |  | $             | 106,740  |         |  | $            | (200,660 | )  |  | $      |       — |   |  | $      | (93,920    | )  |
| Cashflows from investingactivities:                                                                                   |  |   |     |      |  |          |     |         |  |         |     |    |  |   |                                        |   |  |   |       |    |
| Capitalexpenditures                                                                                                   |  |   | —  |      |  |          | (53,240  | )       |  |         | (25,730  | )  |  |   | —                                     |   |  |   | (78,970    | )  |
| Proceedsfrom sale/leaseback of fixed assets                                                                           |  |   | —  |      |  |          | 33,370   |         |  |         | —  |    |  |   | —                                     |   |  |   | 33,370     |    |
| Dispositionofbusiness                                                                                                 |  |   | —  |      |  |          | —  |         |  |         | 840,000  |    |  |   | —                                     |   |  |   | 840,000    |    |
| Other,net                                                                                                             |  |   | —  |      |  |          | (3,810   | )       |  |         | —  |    |  |   | —                                     |   |  |   | (3,810     | )  |
| Netcash provided by (used for) investing activities                                                                   |  |   | —  |      |  |          | (23,680  | )       |  |         | 814,270  |    |  |   | —                                     |   |  |   | 790,590    |    |
| Cashflows from financingactivities:                                                                                   |  |   |     |      |  |          |     |         |  |         |     |    |  |   |                                        |   |  |   |       |    |
| Proceedsof term loanfacilities                                                                                        |  |   | —  |      |  |          | 400,000  |         |  |         | —  |    |  |   | —                                     |   |  |   | 400,000    |    |
| Principalpayments of term loan facilities                                                                             |  |   | —  |      |  |          | (671,850 | )       |  |         | (440,600 | )  |  |   | —                                     |   |  |   | (1,112,450 | )  |
| Proceedsof revolving credit facility                                                                                  |  |   | —  |      |  |          | 319,800  |         |  |         | —  |    |  |   | —                                     |   |  |   | 319,800    |    |
| Principalpayments of revolving credit facility                                                                        |  |   | —  |      |  |          | (319,800 | )       |  |         | —  |    |  |   | —                                     |   |  |   | (319,800   | )  |
| Proceedsof senior subordinated notes due2012                                                                          |  |   | 250,000  |      |  |          | —  |         |  |         | —  |    |  |   | —                                     |   |  |   | 250,000    |    |
| Principalpayments of convertible subordinated debentures, due 2003 (net of $1.2million non-cash portion ofrepurchase) |  |   | —  |      |  |          | (205,290 | )       |  |         | —  |    |  |   | —                                     |   |  |   | (205,290   | )  |
| Proceedsof other debt                                                                                                 |  |   | —  |      |  |          | 830      |         |  |         | 290      |    |  |   | —                                     |   |  |   | 1,120      |    |
| Principalpayments of other debt                                                                                       |  |   | —  |      |  |          | (3,050   | )       |  |         | (1,490   | )  |  |   | —                                     |   |  |   | (4,540     | )  |
| Capitalizationof debt refinancingfees                                                                                 |  |   | —  |      |  |          | (11,590  | )       |  |         | —  |    |  |   | —                                     |   |  |   | (11,590    | )  |
| Penaltieson early extinguishment ofdebt                                                                               |  |   | —  |      |  |          | (6,480   | )       |  |         | —  |    |  |   | —                                     |   |  |   | (6,480     | )  |
| Changein intercompany accounts                                                                                        |  |   | (250,000 | )    |  |          | 425,300  |         |  |         | (175,300 | )  |  |   | —                                     |   |  |   | —    |    |
| Netcash provided by (used for) financing activities                                                                   |  |   | —  |      |  |          | (72,130  | )       |  |         | (617,100 | )  |  |   | —                                     |   |  |   | (689,230   | )  |
| Netincrease (decrease) in cash                                                                                        |  |   | —  |      |  |          | 10,930   |         |  |         | (3,490   | )  |  |   | —                                     |   |  |   | 7,440      |    |
| Cashand cash equivalents, beginning of period                                                                         |  |   | —  |      |  |          | (12,930  | )       |  |         | 12,930   |    |  |   | —                                     |   |  |   | —    |    |
| Cashand cash equivalents, end of period                                                                               |  | $      | —  |      |  | $             | (2,000   | )       |  | $            | 9,440    |    |  | $      | —                                     |   |  | $      | 7,440      |    |
|                                                                                                                       |

23

----

| ITEM2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|--------|--------------------------------------------------------------------------------------|

In addition tonet income and other financial measures, the Company uses AdjustedEarnings Before Interest, Taxes, Depreciation and Amortization("Adjusted EBITDA") as an indicator of ouroperating performance and as a measure of our cash generatingcapabilities. Adjusted EBITDA is the financial performance measure usedby the Chief Executive Officer, Chief Financial Officer and managementto evaluate the Company's operating performance. The Companydefines Adjusted EBITDA as operating profit plus depreciation andamortization plus legacy stock award expense (representing contractualobligations from the November 2000 acquisition, which will runoffcompletely in 2003).

Adjusted EBITDA does not represent andshould not be considered as an alternative to net income, operatingincome, net cash provided by operating activities or any other measurefor determining operating performance or liquidity that is calculatedin accordance with generally accepted accounting principles. Further,Adjusted EBITDA, as we calculate it, may not be comparable tocalculations of similarly titled measures by other companies.

24

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Results of Operations

Quarter Ended September 28, 2003 Versus September 29,2002

|                                                                   |  |                                 |         |                   |  |        |         |         |  |  |
|-------------------------------------------------------------------|--|---------------------------------|---------|-------------------|--|--------|---------|---------|--|--|
|                                                              |  | (Inthousands) Three MonthsEnded |
|                                                              |  | September 28,2003               |         | September 29,2002 |
| **Sales**                                                         |  |
| Chassis                                                           |  | $                               | 24,850  |              |  | $      | 32,600  |    |
| Driveline                                                         |  |                            | 186,710 |              |  |   | 197,260 |    |
| Engine                                                            |  |                            | 134,720 |              |  |   | 122,290 |    |
| TotalCompany                                                      |  | $                               | 346,280 |              |  | $      | 352,150 |    |
| **AdjustedEBITDA and Operating Profit(1)**                        |  |                            |    |              |  |   |    |    |
| Chassis                                                           |  | $                               | 1,710   |              |  | $      | 3,090   |    |
| Driveline                                                         |  |                            | 18,020  |              |  |   | 26,630  |    |
| Engine                                                            |  |                            | 17,920  |              |  |   | 15,790  |    |
| AutomotiveOperating AdjustedEBITDA                                |  |                            | 37,650  |              |  |   | 45,510  |    |
| Automotive/centralizedresources("Corporate")                      |  |                            | (5,740  | )            |  |   | (6,140  | )  |
| TotalCompany Adjusted EBITDA                                      |  |                            | 31,910  |              |  |   | 39,370  |    |
| Depreciation andamortization                                      |  |                            | (26,080 | )            |  |   | (24,840 | )  |
| Legacy stockaward expense                                         |  |                            | (950    | )            |  |   | (1,050  | )  |
| TotalCompany operating profit                                     |  | $                               | 4,880   |              |  | $      | 13,480  |    |
| **OtherIncome and Expense and NetLoss**                           |  |                            |    |              |  |   |    |    |
| Otherexpense, net:                                                |  |                            |    |              |  |   |    |    |
| Interestexpense                                                   |  | $                               | (18,690 | )            |  | $      | (17,780 | )  |
| Loss onrepurchase of debentures and early retirement of termloans |  |                            | — |              |  |   | (6,860  | )  |
| Equity gain(loss) from affiliates, net                            |  |                            | 1,130   |              |  |   | (2,240  | )  |
| Other, net                                                        |  |                            | (1,250  | )            |  |   | (1,010  | )  |
| Otherexpense, net                                                 |  |                            | (18,810 | )            |  |   | (27,890 | )  |
|                                                              |  |                            |    |              |  |   |    |    |
| Lossbefore incometaxes                                            |  |                            | (13,930 | )            |  |   | (14,410 | )  |
| Income taxbenefit                                                 |  |                            | (4,360  | )            |  |   | (3,020  | )  |
| Netloss                                                           |  | $                               | (9,570  | )            |  | $      | (11,390 | )  |
|                                                                   |

|  |
|--|
|  |  |
|  |

| (1) | AdjustedEBITDA is defined as operating profit before depreciation, amortizationand legacy restricted stock award expense. Adjusted EBITDA-relatedinformation is presented in the manner as defined herein because webelieve it is a widely accepted financial indicator of acompany's ability to service and/or incur indebtedness. AdjustedEBITDA is the financial performance measure used by the Chief ExecutiveOfficer, Chief Financial Officer and management to evaluate theCompany's operating performance. Operating profit is the mostclosely applicable financial measure calculated based on generallyaccepted accounting principles. However, Adjusted EBITDA-relatedinformation should not be considered as an alternative to net income asa measure of operating results or to cash flows as a measure ofliquidity in accordance with generally accepted accounting principles.Because Adjusted EBITDA-related information is not calculatedidentically by all companies, the presentation in this report is notlikely to be comparable to those disclosed by othercompanies. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

25

----

Reconciliation of Operating Profit toAdjusted EBITDA

|                                                  |  |                   |        |                   |  |        |        |         |  |  |
|--------------------------------------------------|--|-------------------|--------|-------------------|--|--------|--------|---------|--|--|
|                                             |  | Three MonthsEnded |
|                                             |  | September 28,2003 |        | September 29,2002 |
| **AutomotiveGroup**                              |  |              |   |              |  |   |   |    |
| **Chassis**                                      |  |              |   |              |  |   |   |    |
| Operatingprofit                                  |  | $                 | 500    |              |  | $      | 1,660  |    |
| Depreciation andamortization                     |  |              | 1,210  |              |  |   | 1,430  |    |
| AdjustedEBITDA                                   |  |              | 1,710  |              |  |   | 3,090  |    |
|                                             |  |              |   |              |  |   |   |    |
| **Driveline**                                    |  |              |   |              |  |   |   |    |
| Operatingprofit                                  |  |              | 4,980  |              |  |   | 14,350 |    |
| Depreciationand amortization                     |  |              | 13,040 |              |  |   | 12,280 |    |
| AdjustedEBITDA                                   |  |              | 18,020 |              |  |   | 26,630 |    |
|                                             |  |              |   |              |  |   |   |    |
| **Engine**                                       |  |              |   |              |  |   |   |    |
| Operatingprofit                                  |  |              | 8,410  |              |  |   | 7,270  |    |
| Depreciation andamortization                     |  |              | 9,510  |              |  |   | 8,520  |    |
| EngineAdjusted EBITDA                            |  |              | 17,920 |              |  |   | 15,790 |    |
|                                             |  |              |   |              |  |   |   |    |
| **Automotive/centralizedresources("Corporate")** |  |              |   |              |  |   |   |    |
| Operatingloss                                    |  |              | (9,010 | )            |  |   | (9,800 | )  |
| Depreciationand amortization                     |  |              | 2,320  |              |  |   | 2,610  |    |
| Legacystock award expense                        |  |              | 950    |              |  |   | 1,050  |    |
| AdjustedEBITDA                                   |  |              | (5,740 | )            |  |   | (6,140 | )  |
|                                             |  |              |   |              |  |   |   |    |
| **TotalCompany**                                 |  |              |   |              |  |   |   |    |
| Operating profit                                 |  |              | 4,880  |              |  |   | 13,480 |    |
| Depreciation andamortization                     |  |              | 26,080 |              |  |   | 24,840 |    |
| Legacystock award expense                        |  |              | 950    |              |  |   | 1,050  |    |
| AdjustedEBITDA                                   |  | $                 | 31,910 |              |  | $      | 39,370 |    |
|                                                  |

Oursales for the third quarter of 2003 were $346.3 million, a decrease ofapproximately $5.9 million or 1.7% versus the comparable periodof 2002. The primary drivers of this decrease were an approximate9% decline in North American production for General Motors, Fordand Chrysler (the "Big 3"), combined with a3% decline in European vehicle production. Additionally, 2003sales were negatively impacted by customer pricing concessions and thesale of our Fitting's business in May 2003, which generated $3.8million of sales in the third quarter of 2002. Offsetting this decreasewere new business launches in the Engine segment of approximately $11.1million, $12.4 million incremental sales associated with theacquisition of the Greensboro facility and a $7.9 million increaserelated to foreign currency exchange.

Gross profit was $35.1million, or 10.1% of net sales, for the third quarter of 2003versus $48.2 million, or 13.7% of net sales, for the comparableperiod in 2002. The $13.1 million decrease is the net result of thereduced volumes in both North America and Europe, pricing concessionsdiscussed above, approximately $2.0 million of launch costs, $1.3million in costs associated with the August power outage in the Midwestand Northeast, $1.5 million in incremental lease costs, $2.0 million insteel increases and $1.3 million of incremental depreciationexpense.

Selling, general and administrative expenses were $26.1million, or 7.5% of net sales, for the third quarter of 2003versus $32.6 million, or 9.3% of net sales, for the comparableperiod in 2002. The net decrease in selling, general and administrativeexpenses is primarily related to net cost saving initiatives such asrestructuring activities and the movement towards shared/centralizedservices.

26

----

Operating profit for the Automotive Groupdecreased to $4.9 million, or 1.4% of net sales, in the thirdquarter of 2003 versus $13.5 million, or 3.8% of net sales, inthe third quarter of 2002. In addition to the factors discussed above,the primary driver of the net decrease was $2.1 million of incrementalrestructuring charges related to headcount reduction actions.

Adjusted EBITDA was $31.9 million for the third quarter of 2003versus $39.4 million for the third quarter of 2002. The decreaseresults from the reduced volumes, pricing concessions discussed above,approximately $2.0 million of launch costs, $1.3 million in costsassociated with the August power outage in the Midwest and Northeast,$1.5 million in incremental lease costs and $2.0 million in steelincreases. These factors were partially offset by operationalefficiencies and reductions in our selling, general and administrativeexpenses.

Interest expense was approximately $18.7 million forthe third quarter of 2003 versus $17.8 million for the comparableperiod in 2002. The $0.9 million increase is primarily due to a1.5% higher interest rate on our bank debt resulting from theamendment completed on our credit facility in July 2003. See"Liquidity and Capital Resources" sectionbelow for additional discussion of debt in 2003 compared with 2002.

Equity earnings from affiliates was approximately $1.1 million forthe third quarter of 2003 versus a loss of $2.2 million for thecomparable period in 2002. Other, net was approximately $1.3 million inthe third quarter of 2003 versus $1.0 million in the comparable periodof 2002.

The provision for income taxes for the third quarter of2003 was a benefit of $4.4 million as compared with a benefit of $3.0million for the same period of 2002. The benefit for both yearsreflects the impact of foreign income taxed at rates greater than U.S.statutory rates, as well as state income taxes payable, even though theCompany incurred a loss for U.S. tax purposes.

Net loss wasapproximately $9.6 million for the third quarter of 2003 compared witha net loss of approximately $11.4 million for the same period of 2002,or a $1.8 million decrease. This decrease is due to the factorsdiscussed above.

Segment Information

Sales for our Chassis segment decreased 23.8% in the thirdquarter of 2003 versus the comparable period of 2002, primarily drivenby the sale in May 2003 of its Fittings business, which resulted in a$3.8 million decrease in sales period over period. Excluding the effectof the sale of the Fittings business, the Chassis segment'srevenue decreased quarter over quarter. The remaining decrease is dueto lower volumes in both our heavy truck and brake bracket businessdriven by lower production from our customers year over year. Operatingprofit for the Chassis segment declined from $1.7 million in the thirdquarter of 2002 to $0.5 million for the same period in 2003, whileAdjusted EBITDA declined from $3.1 million to $1.7 million for the sameperiod. This decrease is primarily related to the decrease in sales, a$0.2 million of incremental leasing expense and the 2003 sale of theFittings business.

Our Engine segment revenue increasedapproximately 10.2% over the prior year due principally to newproduct launches. Adjusting for the impact of currency fluctuations,the Engine segment's revenues increased by approximately7.7% over the same period in 2002. Operating profit for thesegment increased from $7.3 million in the third quarter of 2002 to$8.4 million for the same period in 2003, while Adjusted EBITDAincreased from $15.8 million to $17.9 million for the same period. Theincrease is primarily attributable to the increase in sales and costreduction efforts but is offset by customer pricing concessions,increased launch and development costs and approximately $0.6 millionof incremental leasing expense.

Our Driveline segment revenuedecreased 5.3% versus the comparable period of 2002, orapproximately 7.8% after adjusting for currency fluctuations. Inaddition to the decrease in North American vehicle build for our threelargest customers, the loss of certain customer contracts and continuedpricing pressure from our core North American customer base contributedto the decline. Offsetting this decrease was the incremental salesassociated with the acquisition of the Greensboro facility in May2003.

The Driveline segment is rapidly working to replace thelost sales and has received contracts beginning in 2003 that areexpected to mitigate the effect of the lost business. Operating profitfor the segment decreased from $14.4 million in the third quarter of2002 to $5.0 million in the third quarter of 

27

----

2003, while Adjusted EBITDA decreased from$26.6 million to $18.0 million in the third quarter of 2002 and 2003,respectively. In addition to volume declines, the primary drivers ofthis decrease relate to material price increases combined with priceconcessions to customers outweighing the manufacturing cost reductionsand efficiencies we were able to achieve during the quarter.Historically, price concessions to customers have been offset byadvancements in engineering or manufacturing processes that allow us toreduce costs and selling prices. However, in 2003 the impact of theSection 201 steel tariffs negatively impacted this historicalrelationship and negatively impacted our 2003 performance. Steel priceincreases have contributed approximately $2 million of additional costsper quarter versus 2002 costs.

Automotive/centralized resources("Corporate") operating loss was $9.0 millionin the third quarter of 2003 versus $9.8 million for the comparableperiod in 2002, while Adjusted EBITDA was $(5.7) million and $(6.1)million for the third quarter of 2003 and 2002, respectively. We arecontinuing to realize the benefits of our shared services initiativesto centralize standard processes and reduce redundant costs throughoutour Company (e.g. capability in sales, procurement, IT infrastructure,finance expertise, etc.). The majority of shared services initiativeswere completed in the fourth quarter of 2002, and as a result, we havestarted to see a decrease in selling, general and administrative costsin the Company in 2003.

28

----

Nine Months Ended September28, 2003 Versus September 29, 2002

|                                                                                 |  |                                |           |                   |  |        |           |         |  |  |
|---------------------------------------------------------------------------------|--|--------------------------------|-----------|-------------------|--|--------|-----------|---------|--|--|
|                                                                            |  | (Inthousands) Nine MonthsEnded |
|                                                                            |  | September 28,2003              |           | September 29,2002 |
| **Sales**                                                                       |  |
| AutomotiveGroup                                                                 |  |                           |      |              |  |   |      |    |
| Chassis                                                                         |  | $                              | 87,900    |              |  | $      | 111,490   |    |
| Driveline                                                                       |  |                           | 590,470   |              |  |   | 618,520   |    |
| Engine                                                                          |  |                           | 439,520   |              |  |   | 383,890   |    |
| AutomotiveGroup                                                                 |  |                           | 1,117,890 |              |  |   | 1,113,900 |    |
| TriMas Group(1)                                                                 |  |                           | —   |              |  |   | 328,580   |    |
| TotalCompany                                                                    |  | $                              | 1,117,890 |              |  | $      | 1,442,480 |    |
| **AdjustedEBITDA and Operating Profit(2)**                                      |  |                           |      |              |  |   |      |    |
| AutomotiveGroup                                                                 |  |                           |      |              |  |   |      |    |
| Chassis                                                                         |  | $                              | 5,830     |              |  | $      | 10,970    |    |
| Driveline                                                                       |  |                           | 59,860    |              |  |   | 78,290    |    |
| Engine                                                                          |  |                           | 65,960    |              |  |   | 53,890    |    |
| AutomotiveOperating Adjusted EBITDA                                             |  |                           | 131,650   |              |  |   | 143,150   |    |
| Automotive/centralizedresources("Corporate")                                    |  |                           | (14,650   | )            |  |   | (15,140   | )  |
| AutomotiveGroup Adjusted EBITDA                                                 |  |                           | 117,000   |              |  |   | 128,010   |    |
| Depreciation andamortization                                                    |  |                           | (78,790   | )            |  |   | (72,370   | )  |
| Legacy stockaward expense                                                       |  |                           | (2,430    | )            |  |   | (3,950    | )  |
| AutomotiveGroup operating profit                                                |  |                           | 35,780    |              |  |   | 51,690    |    |
| TriMas GroupAdjusted EBITDA (1)                                                 |  |                           | —   |              |  |   | 62,410    |    |
| Depreciation andamortization (1)                                                |  |                           | —   |              |  |   | (16,010   | )  |
| Legacy stockaward expense (1)                                                   |  |                           | —   |              |  |   | (260      | )  |
| TotalCompany operating profit                                                   |  | $                              | 35,780    |              |  | $      | 97,830    |    |
| TotalCompany Adjusted EBITDA                                                    |  | $                              | 117,000   |              |  | $      | 190,420   |    |
| **OtherIncome and Expense and NetLoss**                                         |  |                           |      |              |  |   |      |    |
| Otherexpense, net:                                                              |  |                           |      |              |  |   |      |    |
| Interestexpense                                                                 |  | $                              | (53,810   | )            |  | $      | (74,400   | )  |
| Loss onrepurchase of debentures and early retirement of termloans               |  |                           | —   |              |  |   | (68,860   | )  |
| Loss oninterest rate arrangements upon early retirement of termloans            |  |                           | —   |              |  |   | (7,550    | )  |
| Equity gain(loss) from affiliates, net                                          |  |                           | (1,580    | )            |  |   | 90        |    |
| Other, net                                                                      |  |                           | (6,470    | )            |  |   | (8,690    | )  |
| Otherexpense, net                                                               |  |                           | (61,860   | )            |  |   | (159,410  | )  |
| Lossbefore incometaxes                                                          |  |                           | (26,080   | )            |  |   | (61,580   | )  |
| Income taxbenefit                                                               |  |                           | (7,620    | )            |  |   | (41,260   | )  |
| Lossbefore cumulative effect of change in accountingprinciple                   |  |                           | (18,460   | )            |  |   | (20,320   | )  |
| Cumulativeeffect of change in recognition and measurement of goodwillimpairment |  |                           | —   |              |  |   | (36,630   | )  |
| Netloss                                                                         |  | $                              | (18,460   | )            |  | $      | (56,950   | )  |
|                                                                                 |

|  |
|--|
|  |  |
|  |

| (1) | TriMasGroup is included in our financial results through June 6, 2002, thedate of our divestiture. |
|-----|----------------------------------------------------------------------------------------------------|

| (2) | Adjusted EBITDA is defined as operatingprofit before depreciation, amortization and legacy restricted stockaward expense. Adjusted EBITDA-related information is presented in themanner as defined herein because we believe it is a widely acceptedfinancial indicator of a company's ability to service and/orincur indebtedness. Adjusted EBITDA is the financial performancemeasure used by the Chief Executive Officer, Chief Financial Officerand management to evaluate the Company's operating performance.Operating profit is the most closely applicable financial measurecalculated based on generally accepted accounting principles. However,Adjusted EBITDA-related information should not be considered as analternative to net income as a measure of operating results or to cashflows as a measure of liquidity in accordance with generally acceptedaccounting principles. Because Adjusted EBITDA-related information isnot calculated identically by all companies, the presentation in thisreport is not likely to be comparable to those disclosed by othercompanies. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

29

----

Reconciliation of Operating Profit toAdjusted EBITDA

|                                                  |  |                   |         |                   |  |        |         |         |  |  |
|--------------------------------------------------|--|-------------------|---------|-------------------|--|--------|---------|---------|--|--|
|                                             |  | NineMonths Ended  |
|                                             |  | September28, 2003 |         | September 29,2002 |
| **AutomotiveGroup**                              |  |              |    |              |  |   |    |    |
| **Chassis**                                      |  |              |    |              |  |   |    |    |
| Operatingprofit                                  |  | $                 | 1,850   |              |  | $      | 6,470   |    |
| Depreciationand amortization                     |  |              | 3,980   |              |  |   | 4,500   |    |
| AdjustedEBITDA                                   |  |              | 5,830   |              |  |   | 10,970  |    |
|                                             |  |              |    |              |  |   |    |    |
| **Driveline**                                    |  |              |    |              |  |   |    |    |
| Operatingprofit                                  |  |              | 21,450  |              |  |   | 43,170  |    |
| Depreciationand amortization                     |  |              | 38,410  |              |  |   | 35,120  |    |
| AdjustedEBITDA                                   |  |              | 59,860  |              |  |   | 78,290  |    |
|                                             |  |              |    |              |  |   |    |    |
| **Engine**                                       |  |              |    |              |  |   |    |    |
| Operatingprofit                                  |  |              | 35,700  |              |  |   | 29,420  |    |
| Depreciationand amortization                     |  |              | 30,260  |              |  |   | 24,470  |    |
| EngineAdjusted EBITDA                            |  |              | 65,960  |              |  |   | 53,890  |    |
|                                             |  |              |    |              |  |   |    |    |
| **Automotive**                                   |  |              |    |              |  |   |    |    |
| Operatingprofit                                  |  |              | 59,000  |              |  |   | 79,060  |    |
| Depreciationand amortization                     |  |              | 72,650  |              |  |   | 64,090  |    |
| AdjustedEBITDA                                   |  |              | 131,650 |              |  |   | 143,150 |    |
|                                             |  |              |    |              |  |   |    |    |
| **Automotive/centralizedresources("Corporate")** |  |              |    |              |  |   |    |    |
| Operatingloss                                    |  |              | (23,220 | )            |  |   | (27,370 | )  |
| Depreciationand amortization                     |  |              | 6,140   |              |  |   | 8,280   |    |
| Legacystock award expense                        |  |              | 2,430   |              |  |   | 3,950   |    |
| AdjustedEBITDA                                   |  |              | (14,650 | )            |  |   | (15,140 | )  |
|                                             |  |              |    |              |  |   |    |    |
| **TotalAutomotive Group**                        |  |              |    |              |  |   |    |    |
| Operatingprofit                                  |  |              | 35,780  |              |  |   | 51,690  |    |
| Depreciationand amortization                     |  |              | 78,790  |              |  |   | 72,370  |    |
| Legacy stock awardexpense                        |  |              | 2,430   |              |  |   | 3,950   |    |
| AdjustedEBITDA                                   |  |              | 117,000 |              |  |   | 128,010 |    |
|                                             |  |              |    |              |  |   |    |    |
| **TriMasGroup**                                  |  |              |    |              |  |   |    |    |
| Operating profit                                 |  |              | — |              |  |   | 46,140  |    |
| Depreciation andamortization                     |  |              | — |              |  |   | 16,010  |    |
| Legacystock award expense                        |  |              | — |              |  |   | 260     |    |
| AdjustedEBITDA                                   |  |              | — |              |  |   | 62,410  |    |
|                                             |  |              |    |              |  |   |    |    |
| **TotalCompany**                                 |  |              |    |              |  |   |    |    |
| Operating profit                                 |  |              | 35,780  |              |  |   | 97,830  |    |
| Depreciation andamortization                     |  |              | 78,790  |              |  |   | 88,380  |    |
| Legacystock award expense                        |  |              | 2,430   |              |  |   | 4,210   |    |
| AdjustedEBITDA                                   |  | $                 | 117,000 |              |  | $      | 190,420 |    |
|                                                  |

Dueto the divestiture of our TriMas subsidiary in June 2002, theconsolidated results for the first nine months of 2003 and 2002 are notcomparable. For purposes of the following discussion, TriMas resultsare 

30

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excluded, where applicable and quantifiable,and the performance of our Automotive Group operations is discussed ona comparable basis between periods.

Our Automotive Group salesfor the first nine months of 2003 were $1,117.9 million, an increase ofapproximately $4 million or 0.4% versus the comparable period of2002. The primary drivers of this increase were new business launchesin the Engine segment, incremental sales associated with theacquisition of the Greensboro facility in May 2003 and a $32.3 millionbenefit related to currency exchange. Offsetting this increase was anapproximate 6.3% reduction in North American production for the"Big  3". Additionally, 2003 sales werenegatively impacted by customer pricing concessions and the loss ofcertain customer contracts in our Driveline segment.

Grossprofit was $127.2 million in the first nine months of 2003 versus $249million in the comparable period in 2002. Excluding our former TriMassubsidiary, gross profit was $127.2 million or 11.4% of netsales in the first nine months of 2003 versus an approximate $148.2million or 13.3% of net sales for the first nine months of 2002.The $21.0 million decrease is the net combination of several offsettingfactors, but primarily represents approximately $6 million in increasedsteel costs, an incremental $4.9 million in depreciation expense and$3.4 million of incremental lease expense for the period.

Selling, general and administrative expenses were $81.9 million forthe first nine months of 2003 versus $145.8 million in the comparableperiod in 2002. Excluding TriMas, selling, general and administrativecharges approximated $91.5 million in the first nine months of 2002, or8.2% of Automotive Group sales, versus an approximate $81.9million in the first nine months of 2003, or 7.3% of AutomotiveGroup sales. The net decrease in selling, general and administrativeexpenses is primarily related to net cost saving initiatives such asthe Engine segment restructuring and the movement towardsshared/centralized services.

Operating profit for the AutomotiveGroup decreased to $35.8 million, or 3.2% of sales, in the firstnine months of 2003 versus $51.7 million, or 3.6% of sales, inthe first nine months of 2002. In addition to the factors discussedabove, operating profit was negatively impacted by $6 million ofincremental restructuring efforts.

Adjusted EBITDA for theAutomotive Group was $117.0 million in the first nine months of 2003versus $128.0 million in the comparable period of 2002. The incrementalrestructuring efforts of $6.0 million, incremental lease expense of$3.4 million and the $6 million in increased steel costs were theprimary contributors to the decline. Other factors such as priceconcessions to customers were more than offset by operationalefficiencies and reductions in our selling, general and administrativeexpenses.

Interest expense was approximately $53.8 million forthe first nine months of 2003 versus $74.4 million for the comparableperiod in 2002. This decrease is primarily due to a reduction ininterest resulting from a lower average debt balance and an approximate0.6% reduction in average LIBOR for the year-to-date period in2003 as compared to 2002. See "Liquidity and CapitalResources" section below for additional discussion of thereduction in debt levels from fiscal 2002.

Equity fromaffiliates was approximately a $1.6 million loss for the first ninemonths of 2003 versus a gain of $0.1 million for the comparable periodin 2002. Other, net expense was approximately $6.5 million in the firstnine months of 2003 versus $8.7 million in the comparable period of2002. This is the result of a decrease in debt fee amortization due toour debt refinancing in 2002 and a decrease in accounts receivablesecuritization financing fees due to decreased usage of oursecuritization facility in the first nine months of 2003 compared withthe same period of 2002.

The provision for income taxes for thefirst nine months of 2003 was a benefit of $7.6 million as comparedwith a benefit of $41.3 million for the same period of 2002. The 2002tax amount includes a tax benefit of $25.5 million for the loss onrepurchase of debentures and early retirement of term loans as a resultof our debt restructuring efforts in the second quarter of 2002. Theprovision for both years reflects the impact of foreign income taxed atrates greater than U.S. statutory rates, as well as state income taxespayable, even though the Company incurred a loss for U.S. tax purposes.The 2003 tax benefit is primarily attributable to the U.S. netoperating loss ("NOL"). This loss must becarried forward and utilized over the next 20 years. It is anticipatedthat this NOL will be fully utilized before expiration. All but $4.2

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million of the entire 2002 NOL was carriedback to prior years, resulting in a refund of approximately $37.5million. $20 million of the tax benefit recorded in 2002 related to achange in tax law and should be refunded by the IRS in 2004.

Netloss before cumulative effect of change in accounting principle wasapproximately $18.5 million for the first nine months of 2003, versus$20.3 million for the same period of 2002. These results are due to thefactors discussed above.

A non-cash, after-tax charge of $36.6million was taken as of January 1, 2002 resulting from our transitionalimpairment test required to measure the amount of any goodwillimpairment of our former TriMas subsidiary, as required by SFAS No.142, "Goodwill and Other Intangible Assets."Consistent with the requirements of SFAS No. 142, we recognized thisimpairment charge as the cumulative effect of change in accountingprinciple as of January 1, 2002.

SegmentInformation

Sales for our Chassis segment decreased21.2% in the first nine months of 2003 versus the comparableperiod of 2002, primarily driven by the closure in June 2002 of one ofits manufacturing facilities and sale of the Fittings business in May2003 which resulted in a $8.7 million and $6.8 million decrease insales period over period, respectively. Excluding the effect of thisclosed facility and sale of business, the Chassis segment'srevenue decreased $8.1 million period over period primarily due to theproduction decline of our domestic "Big 3"customers. Operating profit for the Chassis segment declined from $6.5million in the first nine months of 2002 to $1.9 million for the sameperiod in 2003, while Adjusted EBITDA declined from $11 million to $5.8million for the same period. This decrease is related to the reductionin volumes, the closure of the Troy, Ohio manufacturing facility andsale of business.

Our Engine segment revenue increasedapproximately 14.5% over the prior year due principally to newproduct launches. Adjusting for the impact of currency fluctuations,the Engine segment's revenues increased by approximately11.2% over the same period in 2002. Operating profit for thesegment increased from $29.4 million in the first nine months of 2002to $35.7 million for the same period in 2003, while Adjusted EBITDAincreased from $53.9 million to $66.0 million for the same period. Theincrease is primarily attributable to the increase in sales and costreduction efforts in the first nine months of 2003 but is offset bycustomer pricing concessions, increased launch and development costs,charges related to the completion of its restructuring actionsinitiated in mid-2002 and approximately $1.6 million of incrementalleasing expense.

Our Driveline segment revenue decreased4.5% versus the comparable period of 2002, or approximately7.7% after adjusting for currency fluctuations. In addition tothe decrease in North American vehicle build for our "Big3" customers, the loss of certain customer contracts andcontinued pricing pressure from our core North American customer basecontributed to the decline. Offsetting this decrease was theincremental sales of $18.7 million associated with the acquisition ofthe Greensboro facility in May 2003.

The Driveline segment israpidly working to replace the lost sales and has received contractsbeginning in 2003 that are expected to mitigate the effect of the lostbusiness. Operating profit for the segment decreased from $43.2 millionin the first nine months of 2002 to $21.5 million in the first ninemonths of 2003, while Adjusted EBITDA decreased from $78.3 million to$59.9 million in the first nine months of 2002 and 2003, respectively.In addition to volume declines, the primary drivers of this decreaserelate to material price increases combined with price concessions tocustomers outweighing the manufacturing cost reductions andefficiencies we were able to achieve during the first nine months of2003. Historically, price concessions to customers have been offset byadvancements in engineering or manufacturing processes that allow us toreduce costs and selling prices. However, in 2003 the impact of theSection 201 steel tariffs (approximately $6 million cost increasethrough September in 2003 versus 2002) and increases in our cost toprocure aluminum negatively impacted this historical relationship andnegatively impacted our 2003 performance. Further impacting ourDriveline segment were several operational issues experienced duringthe quarter ended March 30, 2003, including difficulty in launching twonew products, unexpected maintenance issues in one of its high volumemanufacturing facilities and the consolidation of two of itsmanufacturing facilities. These operational issues were primarilycorrected in the second quarter.

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Automotive/centralized resources("Corporate") operating loss was $23.2million in the first nine months of 2003 versus $27.4 million for thecomparable period in 2002, while Adjusted EBITDA was $(14.7) millionand $(15.1) million for the first nine months of 2003 and 2002,respectively. However, we are beginning to realize the benefits of ourshared services initiatives to centralize standard processes and reduceredundant costs throughout our Company (e.g. capability in sales,procurement, IT infrastructure, finance expertise, etc.). The majorityof shared services initiatives were completed in the fourth quarter of2002, and as a result, we have started to see a decrease in selling,general and administrative costs in the Automotive segments in2003.

Liquidity and CapitalResources

Liquidity.    Wehad $92.5 million of available funds as of September 28, 2003. Ourfunding under the accounts receivable securitization facility andrevolving credit facility was zero.

Principal Sources ofLiquidity.    Our principal sources of liquidity are cash flowfrom operations, our revolving credit facility and our accountsreceivable securitization facility. We have significant unutilizedcapacity under our revolving credit facility and accounts receivablefacility that may be utilized for acquisitions, investments or capitalexpenditure needs. 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.

Debt, Capitalization and AvailableFinancing Sources.    In 2002, we entered into two arrangementsto refinance our long-term debt. In the first arrangement, we issued$250 million aggregate principal amount of 11% seniorsubordinated notes due 2012. In connection with the 11% seniorsubordinated notes offering described above, we also amended andrestated our credit facility to replace the original tranche A, B and Cterm loans with a new $400 million tranche D term loan payable insemi-annual installments of $0.5 million with the remaining outstandingbalance due December 31, 2009. In addition to the term loan, the creditfacility also includes a revolving credit facility with a principalcommitment of $200 million. The revolving credit facility matures onMay 28, 2007. The obligations under the credit facility arecollateralized by substantially all of our assets and are guaranteed bysubstantially all of our domestic subsidiaries.

On October 20,2003, we issued $150 million of 10% senior notes due 2013 in aprivate placement under Rule 144A and Regulation S of the SecuritiesAct of 1933, as amended. We plan to use the net proceeds from thisoffering to redeem the balance of the $98.5 million aggregate principalamount of the outstanding 4.5% subordinated debentures due inDecember 2003, and have repaid $46.6 million of term loan debt underour credit facility.

Our debt as of September 28, 2003 andDecember 29, 2002 is summarizedbelow.

|                                                                  |  |                  |         |                 |  |        |         |        |  |  |
|------------------------------------------------------------------|--|------------------|---------|-----------------|--|--------|---------|--------|--|--|
|                                                             |  | (Inmillions)     |
|                                                             |  | September28,2003 |         | December29,2002 |
| Senior creditfacilities:                                         |  |             |    |            |  |   |    |   |
| Tranche D termloan facility                                      |  | $                | 399     |            |  | $      | 399     |   |
| Revolving creditfacility                                         |  |             | — |            |  |   | — |   |
| Totalsenior credit facility                                      |  | $                | 399     |            |  | $      | 399     |   |
| 11% senior subordinatednotes, due 2012                           |  |             | 250     |            |  |   | 250     |   |
| 4.5%subordinated debentures, due 2003 (face value $98.5 million) |  |             | 97      |            |  |   | — |   |
| Other debt                                                       |  |             | 20      |            |  |   | 20      |   |
| Totallong-term debt                                              |  |             | 766     |            |  |   | 669     |   |
| 4.5%subordinated debentures, due 2003 (face value $98.5 million) |  |             | — |            |  |   | 91      |   |
| Other currentmaturities                                          |  |             | 7       |            |  |   | 9       |   |
| Total debt                                                       |  | $                | 773     |            |  | $      | 769     |   |
|                                                                  |

Ourworking capital revolver facility has a blocked availability amountsufficient to meet our 2003 maturity of the $98.5 million face value4.5% subordinated debentures. After we apply the proceeds of our

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recent bond offering to retire the4.5% subordinated debentures, the blocked availability will bereduced to zero and the principal commitment on our revolving creditfacility will be reduced to $200 million.

At September 28, 2003,we were contingently liable for standby letters of credit totaling $30million issued on our behalf by financial institutions. These lettersof credit are used for a variety of purposes, including meeting variousstates' requirements in order to self-insure workers'compensation claims, including incurred but not reported claims.

Cash Flows

Operatingactivities — Operating activities provided $44.0 million ofcash for the first nine months of 2003 as compared with a use of cashof $93.9 million in the comparable period of 2002. In 2002, we had anet payback of $138.4 million on the accounts receivable facility.Excluding this payment, operating activities decreased by $0.4 millionover the comparable period, primarily due to the June 6, 2002divestiture of TriMas. Additionally, cash flows for both periods werenegatively impacted by the restricted stock award program, of whichfinal payment for this program will be made in the first quarter of2004. 

Investing activities — Investing activitiesresulted in a use of cash of $59.3 million for the first nine months of2003 as compared with a source of cash of $790.6 million for thecomparable period of 2002. Our 2002 results are impacted by ourdisposition of TriMas for $840 million. Our 2003 results include theinvestment of $20 million in NC-M Chassis Systems, LLC joint venture,the acquisition of the Greensboro facility from Dana Corporation of$7.7 million and a reduction in sale-leaseback transactions in thefirst nine months of 2003 as compared with 2002. These activities wereoffset by the disposition of our Fittings division for $22.6 millionand proceeds from the sale of part of our equity investment in TriMasfor $20 million. Proceeds from sale-leaseback transactions were $8.5million for the first nine months of 2003 as compared with $33.4million for the comparable period in 2002. Capital expenditures were$82.6 million for the first nine months of 2003 as compared with $79million for the comparable period of 2002, or an increase of $3.6million. 2002 capital expenditures include approximately $10 millionrelated to TriMas prior to its disposition.

Financingactivities — Financing activities resulted in a use of cashof $3.9 million for the first nine months of 2003 as compared to $689.2million in the comparable period of 2002. Our 2002 results wereimpacted by our disposition of TriMas, repayment of term debt, issuanceof senior subordinated debt and a $43.4 million (net of taxes of $25.5million) loss on the repurchase of the debentures and early retirementof the term loans. Our 2003 results reflect a net repayment of debt of$1.6 million for the first nine months of the period.

Interest Rate Hedging Arrangements.    In February 2001,we entered into interest rate protection agreements with variousfinancial institutions to hedge a portion of our interest rate riskrelated to the term loan borrowings under our credit facility. Theseagreements include two interest rate collars with a term of threeyears, a total notional amount of $200 million and a three month LIBORinterest rate cap and floor of 7% and 4.5%, respectively,and four interest rate caps at a three month LIBOR interest rate of7% with a total notional amount of $314 million. The twointerest rate collars and two of the interest rate caps totaling $200million were redesignated to our new term loan borrowings in June 2002.The remaining two interest rate caps totaling $114 million no longerqualify for hedge accounting. Therefore, the unrealized gain or loss isrecorded as other income or expense in the consolidated statement ofoperations beginning June 20, 2002.

Off-BalanceSheet Arrangements

Our Receivables Facility.    Wehave entered into an agreement to sell, on an ongoing basis, the tradeaccounts receivable of certain business operations to our wholly ownedbankruptcy-remote, special purposes subsidiary, or MTSPC. MTSPC hassold and, subject to certain conditions, may from time to time sell anundivided fractional ownership interest in the pool of domesticreceivables, up to approximately $225 million, to a third partymulti-seller receivables funding company, or conduit. Upon sale to theconduit, MTSPC holds a subordinated retained interest in thereceivables. Under the terms of the agreement, new receivables areadded to the pool as collections reduce previously sold receivables. Weservice, administer and collect the receivables on behalf of MTSPC andthe conduit. The facility is an important source of liquidity to theCompany. The receivables facility resulted in net expense of $2.4million for the first nine months of 2003.

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The facility is subject to customarytermination 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 September 28, 2003, none of our $225 million receivables facilitywas utilized, with $76 million available based upon the amount of ouroutstanding eligible receivables. The proceeds of sale are less thanthe face amount of accounts receivable sold by an amount thatapproximates the purchaser's financing costs. The agreementexpires in November 2005. If we are unable to renew or replace thisfacility, it could adversely affect our liquidity and capitalresources.

We have entered into various third party non-recoursefactoring arrangements on behalf of our foreign subsidiaries.

Sale-Leaseback Arrangements.    We have engaged in a numberof sale-leaseback transactions since 2001. In March 2003, we enteredinto a sale-leaseback transaction with respect to certain manufacturingequipment for proceeds of approximately $8.5 million. All of oursale-leasebacks are accounted for as operating leases and theassociated rent expense is included in our financial results on astraight-line basis.

Certain Other Commitments.    Wehave other cash commitments not relating to debt as well, such as thosein respect to leases, preferred stock and restricted stock awards.

In November 2000, a group of investors led by Heartland and CSFBPrivate Equity acquired control of Metaldyne. Immediately following theNovember 2000 acquisition, we made restricted stock awards to certainemployees of shares of our common stock. Under their terms, 25%of those shares became free of restriction, or vested upon the closingof the November 2000 acquisition and one quarter of the shares were dueto vest on each January 14, 2002, 2003, and 2004. There will be nofurther payments required after January 14, 2004. Holders of restrictedstock are entitled to elect cash in lieu of 40% of theirrestricted stock which vested at closing and 100% of theirrestricted stock on each of the other dates with the shares valued at$16.90 per share, together with cash accruing at approximately6% per annum; to the extent that cash is not elected, additionalcommon stock valued at $16.90 per share is issuable in lieu of the6% accretion. As a result of the elections made for the January14, 2003 payment and restrictions under our credit facility, we paidapproximately $16.3 million in cash to vested holders of restrictedstock in January 2003. We are entitled to reimbursement of certainamounts from our former subsidiary TriMas, representing approximately50% of our obligations related to these restricted stock awardsand, accordingly, a receivable from TriMas is included in ourconsolidated balance sheet at September 28, 2003.

We also haveoutstanding $71.5 million in aggregate liquidation value of Series Aand Series B preferred stock in respect of which we have the option topay cash dividends, subject to the terms of our debt instruments, atrates of 13% and 11.5%, respectively, per annum initiallyand to effect a mandatory redemption in December 2012 and June 2013,respectively. For periods that we do not pay cash dividends on theSeries A preferred stock, an additional 2% per annum ofdividends is accrued. In the event of a change in control or certainqualified equity offerings, we may be required to make an offer torepurchase our outstanding preferred stock. We may not be permitted todo so and may lack the financial resources to satisfy theseobligations.

In the November 2000 recapitalization of theCompany, our shares were converted into the right to receive $16.90 incash plus additional cash amounts based upon the net proceeds of thedisposition of the stock of Saturn Electronics & Engineering Inc.held by Metaldyne. Although no disposition of the stock of Saturn wasmade prior to the merger or has been made to date, former holders ofour common stock as of the merger will be entitled to amounts basedupon the net proceeds, if any, from any future disposition of thatstock if and when a disposition is completed. The amount, which will bepaid to such former stockholders will equal the proceeds in excess of$18 million and less than or equal to $40 million, any proceeds inexcess of $55.7 million and less than or equal to $56.7 million as wellas 60% of any such proceeds in excess of $56.7 million. Allother amounts of the proceeds will be retained by us. We may seek tomonetize our share of this investment in the future.

Contractual Cash Obligations.    Under variousagreements, we are obligated to make future cash payments in fixedamounts. These include payments under our long-term debt agreements,rent payments required under lease agreements and various severanceobligations related to our recent acquisitions. The 

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following table summarizes our fixed cashobligations over various future periods as of September 28, 2003.

|                                                        |  |                                     |       |                 |  |          |         |          |  |             |         |        |  |        |         |        |  |        |         |        |  |  |
|--------------------------------------------------------|--|-------------------------------------|-------|-----------------|--|----------|---------|----------|--|-------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                                   |  | (Inmillions) Payments Due byPeriods |
|                                                   |  | Total                               |       | LessThanOneYear |  | 1-3Years |         | 3-5Years |  | After5Years |
| Long-term debt                                         |  | $                                   | 399   |            |  | $        | 1       |     |  | $           | 2       |   |  | $      | 2       |   |  | $      | 394     |   |
| 11% Senior subordinatednotes                           |  |                                | 250   |            |  |     | — |     |  |        | — |   |  |   | — |   |  |   | 250     |   |
| 4.5%Convertible subordinated debentures                |  |                                | 98    |            |  |     | — |     |  |        | — |   |  |   | — |   |  |   | 98      |   |
| Otherdebt                                              |  |                                | 18    |            |  |     | 3       |     |  |        | 4       |   |  |   | 3       |   |  |   | 8       |   |
| Capitallease obligations                               |  |                                | 9     |            |  |     | 4       |     |  |        | 3       |   |  |   | 2       |   |  |   | — |   |
| Operatinglease obligations(1)                          |  |                                | 230   |            |  |     | 26      |     |  |        | 58      |   |  |   | 48      |   |  |   | 98      |   |
| Redeemablepreferred stock, including accrued dividends |  |                                | 72    |            |  |     | — |     |  |        | — |   |  |   | — |   |  |   | 72      |   |
| Redeemablerestricted common stock(2)                   |  |                                | 17    |            |  |     | 17      |     |  |        | — |   |  |   | — |   |  |   | — |   |
| Pensioncontributions (data available through2004)      |  |                                | 23    |            |  |     | 11      |     |  |        | 12      |   |  |   | — |   |  |   | — |   |
| Contractualseverance                                   |  |                                | 7     |            |  |     | 5       |     |  |        | 2       |   |  |   | — |   |  |   | — |   |
| Totalcontractual obligations                           |  | $                                   | 1,123 |            |  | $        | 67      |     |  | $           | 81      |   |  | $      | 55      |   |  | $      | 920     |   |
|                                                        |

|  |
|--|
|  |  |
|  |

| (1) | Operatinglease expense is deducted to arrive at operating profit. |
|-----|-------------------------------------------------------------------|

| (2) | Redeemable restricted common stock includesTriMas' portion, consisting of approximately 50% of totalobligations, which will be reimbursed to the Company. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------|

AtSeptember 28, 2003, we were contingently liable for standby letters ofcredit totaling $30 million issued on our behalf by financialinstitutions. We are also contingently liable for future productwarranty claims. We believe that our product warranty exposure isimmaterial; however, it is continuously monitored for potentialwarranty implications of new and current business.

U.S. Pension Plans

We have replaced ourexisting combination of defined benefit plans and defined contributionplans for non-union employees with an age-weighted profit-sharing planand a 401(k) plan. Defined benefit plan benefits will no longer accrueafter 2002. This change affected approximately 1,200 employees. Theprofit-sharing component of the new plan is calculated using allocationrates that are integrated with Social Security and that increase withage. Our 2003 defined benefit pension expense will be approximately$5.6 million and our defined contribution (profit-sharing and 401(k)matching contribution) expense will be approximately $6.8 million.

Critical Accounting Policies

Management hasdetermined the following as critical accounting policies:

Useof Estimates.    The expenses and accrued liabilities orallowances related to certain policies are initially based on our bestestimates at the time of original entry in our accounting records.Adjustments are recorded when our actual experience differs from theexpected experience underlying the estimates. We make frequentcomparisons of actual versus expected experience to mitigate thelikelihood of material adjustments.

Goodwill.    InJune 2001, the Financial Accounting Standards Board("FASB") approved Statement of FinancialAccounting Standards ("SFAS") No. 142"Goodwill and Other Intangible Assets" whichwas effective for us on January 1, 2002. Fair value was determinedbased upon the discounted cash flows of the reporting units using a9.5% discount. Assuming an increase in the discount rate to12%, fair value would continue to exceed the respective carryingvalue of each segment.

Stock-Based Compensation.    InDecember 2002, the FASB issued SFAS No. 148, "Accountingfor Stock-Based Compensation — Transition and Disclosure —an amendment of FASB Statement No 123." SFAS No. 148amends SFAS No. 123, to provide alternative methods of transition for avoluntary change to the fair value based method of accounting forstock-based employee compensation. In addition, this 

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Statement amends the disclosure requirementsof SFAS No. 123 to require prominent disclosures in both annual andinterim financial statements about the method of accounting forstock-based employee compensation and the effect of the method used onreported results. We adopted SFAS No. 148 effective for the fiscal yearended December 29, 2002.

At September 28, 2003, we have onestock-based employee compensation plan, which provides for the issuanceof equity-based incentives in various forms to key employees of theCompany. These options have a ten-year option period and vest ratablyover a three-year period from date of grant. However, theoptions' exercisability is limited in the circumstances of apublic offering whereby the shares are required to be held andexercised after the elapse of certain time periods. As of September 28,2003, we had stock options outstanding for 2,470,000 shares at a priceof $16.90 per share.

We account for this plan under therecognition and measurement principles of Accounting Principles BoardNo. 25, "Accounting for Stock Issued toEmployees," and related Interpretations and, accordingly,no stock option compensation expense is included in the determinationof net income in the consolidated statement of operations. The weightedaverage fair value on the date of grant of options granted for the ninemonths ended September 28, 2003 was zero. Had stock option compensationexpense been determined pursuant to the methodology of SFAS No. 123,"Accounting for Stock-Based Compensation,"the pro forma effects on our basic and diluted earnings per share wouldhave been a reduction of approximately $0.01 and $0.03 for the threeand nine months ended September 28, 2003, respectively.

Receivables and Revenue Recognition.    Receivables arepresented net of allowances for doubtful accounts. We conduct asignificant amount of business with a number of individual customers inthe transportation industry. We monitor our exposure for credit lossesand maintain adequate allowances for doubtful accounts; we do notbelieve that significant credit risk exists. In accordance with ouraccounts receivable securitization, trade accounts receivable ofsubstantially all domestic business operations are available for sale,on an ongoing and as needed financing basis, to MTSPC, Inc., a whollyowned subsidiary. In compliance with Staff Accounting Bulletin("SAB") No. 101, "RevenueRecognition in Financial Statements," we do not recognizerevenue until it is realized or realizable and earned. Revenuegenerally is realized or realizable and earned when all of thefollowing criteria are met: persuasive evidence of an arrangementexists; delivery has occurred or services have been rendered; theselling price to the buyer is fixed or determinable; and collectibilityis reasonably assured. We are in compliance with SAB No. 101 as ofSeptember 28, 2003.

Fixed Assets and Other IntangiblesExcluding Goodwill.    Depreciation is computed principally usingthe straight-line method over the estimated useful lives of the assets.Annual depreciation rates are as follows: buildings and landimprovements, 2.5% to 10%, and machinery and equipment,6.7% to 33.3%. Amortization expense of other intangiblesis approximately $16 million for the period ended September 28, 2003.The weighted average useful life of intangible assets ranges from 8.2years to 14.9 years as of September 28, 2003. Potential impairment ofthese assets is evaluated by examining current operating results,business prospects, market trends, potential product obsolescence,competitive activities and other economic factors.

ForeignCurrency Translation.    The financial statements of subsidiariesoutside of the United States (U.S.) located in non-highly inflationaryeconomies are measured using the currency of the primary economicenvironment in which they operate as the functional currency, which forthe most part represents the local currency. Transaction gains andlosses are included in net earnings. When translating into U.S.dollars, income and expense items are translated at average monthlyrates of exchange and assets and liabilities are translated at therates of exchange at the balance sheet date. Translation adjustmentsresulting from translating the functional currency into U.S. dollarsare deferred as a component of accumulated other comprehensive income(loss) in shareholders' equity. Other comprehensive income(loss), net includes a translation gain of $0.5 million and $24.4million for the three and nine months ended September 28, 2003,respectively. For subsidiaries operating in highly inflationaryeconomies, non-monetary assets are translated into U.S. dollars athistorical exchange rates. Translation adjustments for thesesubsidiaries are included in net earnings.

Pension andPostretirement Benefits Other than Pensions.    Annual netperiodic expense and benefit liabilities under our defined benefitplans are determined on an actuarial basis. Assumptions used in the

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actuarial calculations have a significantimpact on plan obligations and expense. Each September, we review theactual experience compared to the more significant assumptions used andmake adjustments to the assumptions, if warranted. The healthcare trendrates are reviewed with the actuaries based upon the results of theirreview of claims experience. Discount rates are based upon an expectedbenefit payments duration analysis and the equivalent average yieldrate for high-quality fixed-income investments. Pension benefits arefunded through deposits with trustees and the expected long-term rateof return on fund assets is based upon actual historical returnsmodified for known changes in the market and any expected change ininvestment policy. Postretirement benefits are not funded and ourpolicy is to pay these benefits as they become due.

OtherLoss Reserves.    We have other loss exposures, such asenvironmental claims, product liability, litigation, recoverability ofdeferred income tax benefits, and accounts receivable. Establishingloss reserves for these matters requires the use of estimates andjudgment in regards to risk exposure and ultimate liability. Weestimate losses under the programs using consistent and appropriatemethods; however, changes to our assumptions could materially affectour recorded liabilities for loss. Where available, we utilizepublished credit ratings for our debtors to assist us in determiningthe amount of required reserves.

New AccountingPronouncements.    On December 30, 2002, we adopted SFAS No. 145,"Rescission of FASB Statements No. 4, 44, and 64,Amendment of FASB Statement No. 13, and TechnicalCorrections." With the rescission of SFAS No. 4 and 64,only gains and losses from extinguishments of debt that meet thecriteria of APB Opinion No. 30 are classified as extraordinary items.This statement also rescinds SFAS No. 44, "Accounting forIntangible Assets of Motor Carriers." This statementamends SFAS No. 13, "Accounting for Leases,"to eliminate the inconsistency between the required accounting forsale-leaseback transactions and the required accounting for certainlease modifications that have economic effects that are similar tosale-leaseback transactions. SFAS No. 145 also amends other existingauthoritative pronouncements to make various technical corrections,clarify meanings or describe their applicability under changedconditions. As a result of our adoption of SFAS No. 145, $68.9 million($43.4 million, net of taxes of $25.5 million) extraordinary loss onearly extinguishment of debt recorded for the nine months endedSeptember 29, 2002 has been reclassified as "loss onrepurchase of debentures and early retirement of termloans" in other expense, net.

On December 30, 2002,we adopted SFAS No. 146, "Accounting for Costs Associatedwith Exit or Disposal Activities." SFAS No. 146 requirescompanies to recognize costs associated with exit or disposalactivities when they are incurred rather than at the date of thecommitment to an exit or disposal plan. Accordingly, all costsassociated with exit or disposal activities will be recognized whenthey are incurred effective with our 2003 fiscal year. This Statementdid not have a material effect on our financial condition or results ofoperations.

On December 30, 2002, we also adopted FinancialAccounting Standards Board ("FASB")Interpretation ("FIN") No. 45,"Guarantors Accounting and Disclosure Requirements forGuarantees, Including Indirect Guarantees of Indebtedness ofOthers." FIN No. 45 clarifies disclosures that arerequired to be made for certain guarantees and establishes arequirement to record a liability at fair value for certain guaranteesat the time of the guarantee's issuance. FIN No. 45 did not haveany impact on our financial condition, results of operations orrequired disclosures.

In January 2003, the FASB issued FIN No.46, "Consolidation of Variable Interest Entities, anInterpretation of ARB 51." FIN No. 46 requires that theprimary beneficiary in a variable interest entity consolidate theentity even if the primary beneficiary does not have a majority votinginterest. The consolidation requirements of this Interpretation arerequired to be implemented for any variable interest entity created onor after January 31, 2003. In addition, FIN No. 46 requires disclosureof information regarding guarantees or exposures to loss relating toany variable interest entity existing prior to January 31, 2003 infinancial statements issued after January 31, 2003. We have completedour review of certain potential variable interest entities, which arelessors under some of our operating lease agreements, as well as ouraccounts receivable securitization facility, to determine the impact ofFIN No. 46. We have determined that there will be no impact on ourfinancial position or results of operations due to the adoption of thisInterpretation.

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In April 2003, the FASB issued SFAS No.149, "Amendment of Statement 133 on Derivative Instrumentsand Hedging Activities." This Statement amends Statement133 for certain decisions made as part of the DerivativesImplementation Group process that effectively required amendments toStatement 133, in connection with other FASB projects dealing withfinancial instruments and in connection with implementation issuesraised in relation to the application of the definition of aderivative. This Statement is effective for contracts entered into ormodified after June 30, 2003 (with exceptions) and for hedgingrelationships designated after June 30, 2003. SFAS No. 149 did not haveany impact on our financial condition, results of operations orrequired disclosures.

In May 2003, the FASB issued SFAS No. 150,"Accounting for Certain Financial Instruments withCharacteristics of both Liabilities and Equity." ThisStatement establishes standards for how an issuer classifies andmeasures certain financial instruments with characteristics of bothliabilities and equity. This Statement is effective for financialinstruments entered into or modified after May 31, 2003, and otherwiseis effective at the beginning of the first interim period beginningafter June 15, 2003, except for mandatorily redeemable financialinstruments of nonpublic entities, for which it is effective for thefirst fiscal period beginning after December 15, 2003. We are currentlyreviewing the provisions of this Statement. Due to the Company being anonpublic entity as defined in SFAS No. 150, we will adopt it effectivewith the quarter ending March 28, 2003.

Outlook

Ourprincipal use of funds from operating activities and borrowings for thenext several years are expected to fund interest and principal paymentson our indebtedness, growth related capital expenditures and workingcapital increases, strategic acquisitions and lease expense. We believethat our liquidity and capital resources including anticipated cashflow from operations will be sufficient to meet debt service, capitalexpenditure and other short-term and long-term obligations and needs,but we are subject to unforeseeable events and the risk that we are notsuccessful in implementing our business strategies.

Our largestraw material requirement is special bar quality steel. In response tothe imposed tariffs on imported steel and growing instability in thedomestic steel industry, Metaldyne has been negotiating with steelvendors and customers, petitioning the government to repeal the steeltariffs and designing re-sourcing strategies to mitigate the effect ofthe steel price increases.

OtherMatters

Forward-Looking Statements

This discussion and other sections of this report contain statementsreflecting the Company's views about its future performance andconstitute "forward-looking statements."These views involve risks and uncertainties that are difficult topredict and may cause the Company's actual results to differsignificantly from the results discussed in such forward-lookingstatements. Readers should consider that various factors may affect ourability to attain the projected performance,including:

|  | • | Dependence on AutomotiveIndustry and Industry Cyclicality — The industries in which weoperate depend upon general economic conditions and are highlycyclical. |
|--|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Customer Concentration — Our base of customersis concentrated and the loss of business from a major customer, thediscontinuance of particular vehicle models or a change in autoconsumer preferences or regulations could materially adversely affectus. |
|--|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Challenges of Acquisition Strategy — We intend toactively pursue acquisitions and/or joint ventures but we may not beable to identify attractive acquisition and/or joint venturecandidates, successfully integrate our acquired operations or realizethe intended benefits of our acquisitions and/or jointventures. |
|--|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Liquidity and Capital Resources — If we areunable to meet future capital requirements, our business may beadversely affected. |
|--|--------|-------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Dependence on Third-Party Suppliers andManufacturers — Increases in our raw material or energy costs orthe loss of a substantial number of our suppliers could negativelyaffect our financial health. |
|--|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|  | • | Customer Pricing Pressures — As aresult of the current market downturn and the highly competitive natureof the industries that we serve, the current trend among many of ourcustomers is to demand significant price reductions. The commoditysections of our business, such as our forging operations, continue toreceive the greatest pressure to reduce their prices. |
|--|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | ChangingTechnology — Our products are subject to changing technology,which could place us at a competitive disadvantage relative toalternative products introduced by competitors. |
|--|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Dependence onKey Personnel and Relationships — We depend on the services ofkey individuals and relationships, the loss of which would materiallyharm us. |
|--|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Labor Stoppages Affecting OEMs — We may besubject to work stoppages at our facilities or those of our principalcustomers, which could seriously impact the profitability of ourbusiness. |
|--|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Outsourcing Trend — Our strategy may notsucceed if anticipated outsourcing fails to occur due to unionconsiderations. |
|--|--------|-----------------------------------------------------------------------------------------------------------------------------|

|  | • | International Sales — A growing portionof our revenue may be derived from international sources, which exposesus to certain risks. |
|--|--------|------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Product Liability — We may incurmaterial losses and costs as a result of product liability and warrantyclaims that may be brought against us. |
|--|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Environmental Matters— Our business may be materially and adversely affected bycompliance obligations and liabilities under environmental laws andregulations. |
|--|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Control by Principal Stockholder — We arecontrolled by Heartland, whose interests in our business may bedifferent than yours. |
|--|--------|-------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Terms of Shareholders Agreement —Provisions of the shareholders agreement impose significant operatingand financial restrictions on our business. |
|--|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Leverage; Abilityto Service Debt — We may not be able to manage our business as wemight otherwise do so due to our high degree ofleverage. |
|--|--------|--------------------------------------------------------------------------------------------------------------------------------------------------|

|  | • | Substantial Restrictions and Covenants —Restrictions in our credit facility, under the indenture governing theexchange notes and under the indenture governing our 10% seniornotes due 2013 limit our ability to take certain actions. |
|--|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

All statements, other than statements of historical fact included inthis quarterly report, regarding our strategy, future operations,financial position, estimated revenues and losses, projected costs,prospects, plans and objectives of management are forward-lookingstatements. When used in this quarterly report, the words"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. All forward-looking statements speak only as of thedate of this quarterly report. You should not place undue reliance onthese forward-looking statements. Although we believe that our plans,intentions and expectations reflected in or suggested by theforward-looking statements we make in this quarterly report arereasonable, we can give no assurance that these plans, intentions orexpectations will be achieved. We undertake no obligation to updatepublicly any forward-looking statements, whether as a result of newinformation, future events or otherwise.

ITEM3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of business, we are exposed to market riskassociated with fluctuations in foreign exchange rates. We are alsosubject 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.

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ITEM 4.    CONTROLS ANDPROCEDURES

|  | (a) | An evaluation wascarried out by management with the participation of our Chief ExecutiveOfficer and Chief Financial Officer, of the effectiveness of ourdisclosure controls and procedures (as such term is defined in Rule13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, asamended (the "Exchange Act")) pursuant toRule 13a-15 of the Exchange Act. Our disclosure controls and proceduresare designed only to provide reasonable assurance that they will meettheir objectives. Based upon that evaluation, the Chief ExecutiveOfficer and Chief Financial Officer concluded that as of the end of theperiod covered by this report, our disclosure controls and proceduresare effective to provide reasonable assurance that they will meet theirobjectives. |
|--|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | (b) | There have not been any changes in ourinternal control over financial reporting during the last fiscalquarter to which this report relates that have materially affected orare reasonably likely to materially affect our internal control overfinancial reporting. |
|--|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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PART II. OTHERINFORMATION

METALDYNE CORPORATION

Items 1, 2,3, 4 and 5 are not applicable.

Item 6. Exhibits And Reports OnForm 8-K

(A) Exhibits:

|              |  |                                                                                                                       |  |  |  |  |
|--------------|--|-----------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| Exhibit3.1   |  | RestatedCertificate of Incorporation of MascoTech,Inc.(1)                                                             |
| Exhibit 3.2  |  | Bylaws ofMetaldyne Corporation.(2)                                                                                    |
| Exhibit10.1  |  | EmploymentAgreement with Executive Vice President and Chief Financial Officerdated July 16, 2003.                     |
| Exhibit 10.2 |  | ReleaseAgreement with Former Executive Vice President and Chief FinancialOfficer dated July 15, 2003.                 |
| 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) | Incorporated byreference from the Exhibits filed with Metaldyne Corporation'sAnnual Report on Form 10-K for the year ended December 31,2000. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Incorporated by reference from theExhibits filed with MascoTech, Inc.'s (now known as MetaldyneCorporation) Registration Statement on Form S-1 filed December 27,2000. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

(B) Reports On Form 8-K:

We filed acurrent report on Form 8-K on August 25, 2003, reporting under Item 5,Other Events, to reissue Metaldyne Corporation's financialstatements and related notes for the fiscal year ended December 29,2002, to reflect the adoption of Statement of Financial AccountingStandards ("SFAS") No. 145,"Rescission of FASB Statements No. 4, 44, and 64,Amendment of FASB Statement No. 13, and TechnicalCorrections." SFAS 145, among other things, requires theCompany to reclassify the loss on repurchase of debentures and earlyretirement of term loan of $68.9 million (or $43.4 million, net of tax)originally recorded as an extraordinary loss in the December 29, 2002financial statements to otherincome/expense.

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SIGNATURE

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

|                       |  |                      |  |                                                                                                                       |  |        |  |  |  |  |  |  |  |  |
|-----------------------|--|----------------------|--|-----------------------------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|--|--|
|                  |  | METALDYNECORPORATION |  |                                                                                                                  |
|                  |  | (Registrant)         |  |
| Date:November 10,2003 |  |
|                  |  | BY:                  |  | /s/   Jeffrey M.Stafeil                                                                                |  |   |
|                  |  |                 |  | Jeffrey M.StafeilExecutive Vice President and ChiefFinancial Officer(Chief AccountingOfficer and AuthorizedSignatory) |  |
|                       |

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METALDYNECORPORATION

EXHIBIT INDEX

Exhibit

|              |  |                                                                                                                       |  |  |  |  |
|--------------|--|-----------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| Exhibit3.1   |  | RestatedCertificate of Incorporation of MascoTech,Inc.(1)                                                             |
| Exhibit 3.2  |  | Bylaws ofMetaldyne Corporation.(2)                                                                                    |
| Exhibit10.1  |  | EmploymentAgreement with Executive Vice President and Chief Financial Officerdated July 16, 2003.                     |
| Exhibit 10.2 |  | ReleaseAgreement with Former Executive Vice President and Chief FinancialOfficer dated July 15, 2003.                 |
| 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) | Incorporated byreference from the Exhibits filed with Metaldyne Corporation'sAnnual Report on Form 10-K for the year December 31,2000. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------|

| (2) | Incorporated by reference from theExhibits filed with MascoTech, Inc.'s (now known as MetaldyneCorporation) Registration Statement on Form S-1 filed December 27,2000. |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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