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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 10-K
                                   (Mark one)

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934
                  For the Fiscal Year Ended December 31, 2001

                                       Or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934
             For the transition period from __________ to __________

                         Commission File No.: 001-13581

                            NOBLE INTERNATIONAL, LTD.
             (Exact name of registrant as specified in its charter)

         Delaware                                      38-3139487
 (State of incorporation)                            (I.R.S. Employer
                                                    Identification No.)
  28213 VAN DYKE AVENUE
     WARREN, MICHIGAN                                     48093
  (Address of principal                                 (Zip Code)
    executive offices)

       Registrant's telephone number, including area code: (586) 751-5600

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

   Title of each class               Name of each exchange on which registered
    COMMON STOCK, $.001                                NASDAQ

                               -------------------

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

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     The aggregate market value of the shares of common stock, $.001 par value
("Common Stock") held by non-affiliates of the registrant as of March 15, 2002,
was approximately $54.1 million based upon the average of the high and low sales
prices for the Common Stock on the NASDAQ on such date.

     The number of shares of the registrant's Common Stock outstanding as of
March 19, 2002 was 6,772,043.




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                       DOCUMENTS INCORPORATED BY REFERENCE

     Part III of this Annual Report on Form 10-K incorporates by reference
information (to the extent specific sections are referred to herein) from the
Registrant's Proxy Statement for its 2002 Annual Meeting to be held May 3, 2002
(the "2002 Proxy Statement").

The matters discussed in this Annual Report on Form 10-K contain certain
forward-looking statements. For this purpose, any statements contained in this
Report that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, words such as "may,"
"will," expect," "believe," "anticipate," "estimate," or "continue," the
negative or other variations thereof, or comparable terminology, are intended to
identify forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, and actual results may differ materially
depending on a variety of factors, including continued market demand for the
types of products and services produced and sold by the Company, change in
worldwide economic and political conditions and associated impact on interest
and foreign exchange rates, the level of sales by original equipment
manufacturers of vehicles for which the Company supplies parts, the successful
integration of companies acquired by the Company, and changes in consumer debt
levels.

                                     PART I

ITEM 1.  BUSINESS.

GENERAL DEVELOPMENT OF BUSINESS

         Noble International, Ltd. ("Noble") was incorporated on October 3, 1993
in the State of Michigan. On June 29, 1999 Noble reincorporated in the State of
Delaware. Since its formation in 1993, Noble has completed 17 significant
acquisitions (the "Acquisitions"). As used in this Annual Report (the "Report"),
the term "Company" refers to Noble and its subsidiaries and their combined
operations, after consummation of all the Acquisitions.

         In 1996, the Company completed the acquisitions of Noble Component
Technologies, Inc. ("NCT"), Monroe Engineering Products, Inc. ("Monroe"), and
Cass River Coatings, Inc. ("Vassar").

         In 1997, the Company completed the acquisitions of Skandy Corp.
("Skandy"), Utilase Production Processing, Inc. ("UPP"), Noble Metal Forming,
Inc. ("NMF"), and Noble Metal Processing, Inc. ("NMP"). In November 1997, the
Company completed an initial public offering of 3.3 million shares of Common
Stock resulting in gross proceeds of $29.7 million (the "Offering").

         In 1998, the Company completed the acquisitions of Tiercon Plastics,
Inc. ("TPI"), Tiercon Coatings, Inc. ("TCI"), and Noble Metal
Processing-Midwest, Inc. ("NMPM").

         In 1999, TPI and TCI were combined with and into Tiercon Industries,
Inc. ("Tiercon"). TPI and TCI continued to operate as separate divisions of
Tiercon. On August 31, 1999 the Company purchased certain assets of Jebco
Manufacturing, Inc. ("Jebco").

                  In 2000, the Company completed the sale of Noble Canada, Inc.
("Noble Canada") including Tiercon (the "Tiercon Sale"). As part of the Tiercon
Sale the Company sold Vassar and NCT. The Tiercon Sale comprised all of the
operating companies classified as the Company's plastics and coatings division.

                  In 2000, the Company completed the acquisition of Noble
Logistics Services, Inc. ("NLS-TX"), (formerly known as DSI Holdings, Inc.
("DSI")). In addition, in 2000, the Company completed the acquisition of Noble
Logistic Services, Inc. ("NLS-CA"), (formerly known as Assured Transportation &




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Delivery, Inc. ("ATD") and its affiliate, Central Transportation & Delivery,
Inc. ("CTD")).

         In 2000, the Company completed the acquisition of Pro Motorcar
Products, Inc. ("PMP") and it's affiliated distribution company, Pro Motorcar
Distribution, Inc. ("PMD").

         On February 16, 2001, the Company acquired a 49% interest in S.E.T.
Steel, Inc. ("SET") for $3.0 million (the "SET Acquisition"). SET is a Qualified
Minority Business Enterprise, providing metal processing services to original
equipment manufacturers ("OEMs"). Contemporaneously with the SET Acquisition,
the Company, through its wholly owned subsidiary Noble Manufacturing Group, Inc.
("NMG") (formerly known as Noble Technologies, Inc.), sold all of the capital
stock of NMPM and NMF to SET for $27.2 million (the "SET Sale"). On February 16,
2001, the Company received a note for $27.2 million due June 14, 2001. On June
28, 2001, SET completed bank financing of its purchase of NMF and NMPM and
repaid the $27.2 million note to the Company with $24.7 million in cash and a
$4.0 million, 12% subordinated note due in 2003. In addition, the Company is
guarantor of $10.0 million of SET's senior debt. During the quarter ended
September 30, 2001, SET repurchased the Company's 49% interest for $3.0 million.
The Company received a $3.0 million, 12% subordinated note due in 2003.

         On June 8, 2001 the Company acquired a 51% interest in SCO Logistics,
Inc. ("SCOL"). SCOL is a provider of logistics management services to the bulk
chemical industry. On October 1, 2001 the Company sold its interest in SCOL to
the management of SCOL for $0.35 million.

         On December 18, 2001, the Company through its wholly owned subsidiary,
NMG, purchased 81% of the outstanding capital stock of Noble Construction
Equipment, Inc. ("NCE") (formerly known as Construction Equipment Direct, Inc.
("CED")), for $0.35 million in cash and stock valued at $0.35 million along with
a call right to purchase the balance of the stock. On December 19, 2001, NCE
purchased certain assets and assumed certain liabilities of Eagle-Picher
Industries, Inc.'s construction equipment division for approximately $6.1
million in cash. On December 21, 2001, NMG exercised its call option and
acquired the balance of the stock of NCE.

          Currently, the Company's operating subsidiaries are organized into
four divisions based upon the products and services produced. These divisions
include automotive (NMP, Noble Metal Processing -- Kentucky, LLC ("NMPK") and
Noble Metal Processing -- Canada, Inc. ("NMPC")), heavy equipment (NCE),
logistics (NLS-TX and NLS-CA) and distribution (Monroe, PMP and PMD).

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

          See Note N to the Consolidated Financial Statements of the Company
included elsewhere herein for information on the Company's operations by
industry segment for the years ended December 31, 1999, 2000 and 2001.

NARRATIVE DESCRIPTION OF BUSINESS

         As of December 31, 2001 the Company had four primary businesses. The
Company is a leading supplier to the automotive industry, a supplier to the
heavy equipment industry, a leading provider of regional logistics services, and
a distributor of tooling components and paint gauges.

As a leading supplier of automotive components and value-added services to the
automotive industry, the Company's customers include Original Equipment
Manufacturers ("OEMs"), such as General Motors ("GM"), DaimlerChrysler AG
("DCX"), Ford Motor Company ("Ford") and Mitsubishi Motors Manufacturing of
America ("Mitsubishi"), as well as other companies which are suppliers to OEMs
("Tier I suppliers"), such as Tower Automotive, Inc. and Magna International,
Inc. The Company, as a Tier I and Tier II supplier, provides integrated
manufacturing, design, planning, engineering and




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other value-added services to the automotive market. The Company's primary
automotive operations include: laser welding of automotive tailored blanks; and
laser welding and cutting of components.

         As a supplier to the heavy equipment industry, the Company manufactures
all-terrain fork trucks that are used in construction and other rough terrain
applications. The Company also provides modules, subassemblies and final
assembly of wheeled tractor scrapers. The Company's customers include
Caterpillar ("CAT") for wheeled tractor scrapers and an established dealer
network for all-terrain fork trucks.

         As a leading provider of same day delivery services, the Company
operates 25 locations in 17 states, primarily in the Southwest and Western
regions of the United States. The Company services a diverse array of customers,
including Pharmerica, Cardinal Health, Gulf States Toyota and BPS Reprographics.

         As a distributor of tooling components and paint products, the Company
provides products to a variety of customers through catalog sales and regional
distributors. Customers of these distributors include GM, DCX and Deere &
Company.

         Automotive

         Laser Welding and Cutting of Components. The Company through NMP, NMPC
and NMPK provides laser welding and cutting services for a variety of automotive
components. The process of laser welding involves the concentration of a beam of
light, producing energy densities of 16 to 20 million watts per square inch, at
the point where two metal pieces are to be joined. Laser welding allows rapid
weld speeds with low heat input, thus minimizing topical distortion of the metal
and resulting in ductile and formable welds that have mechanical properties
comparable to, or in some cases superior to, the metal being welded. Laser welds
provide improved visual aesthetics as well as less likelihood of the rattling
associated with multi-piece, spot-welded assemblies. The process of laser
cutting involves the same concentrated light-beam production of energy, but uses
a different wavelength and mode.

         Laser Welding of Tailored Blanks. The Company supplies laser welded
tailored blanks to the automotive industry. Laser welding of blanks offers
significant advantages over other blank welding technologies, including cost,
weight and safety benefits. The Company has developed a technology and
production process that permits it to produce laser welded blanks more quickly
and with higher quality and tolerance levels than its competitors. In 1995 and
2000, the UltraLight Steel Auto Body Consortium, a worldwide industry
association of steel producers, commissioned a study which concluded that laser
welded tailored blanks will play a significant role in car manufacturing in the
next decade as the automotive industry is further challenged to produce lighter
cars for better fuel economy, with enhanced safety features and lower
manufacturing costs. In addition, the studies identified 21 potential
applications for laser welding of tailored blanks per vehicle. The Company has
identified an additional 9 potential applications.

         Heavy Equipment

         Fork Truck Manufacture. The Company through NCE, designs, engineers,
manufacturers and assembles all terrain fork trucks and truck mounted fork
trucks. These products are then sold to an established system of dealers
throughout the United States. These products are made to order based on the
customers specifications. All-terrain fork trucks are typically used in
construction, landscaping and other off-road applications.

         Wheeled Tractor Scraper Manufacture. The Company through, NCE, designs,
engineers and manufactures wheeled tractor scrapers and pull scrapers. A wheeled
tractor scraper is used in the construction industry to move large quantities of
soil in order to level land. NCE builds complete units




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for CAT as well as a pull scraper (a scraper that can be used with common
equipment such as a farm tractor) for sale to third party dealers. Manufacture
of wheeled tractor scrapers and pull scrapers are made to order to the
customer's specifications.

         Logistics

         The Company, through NLS, provides same day package delivery services
to both automotive and non-automotive customers. Services include both dedicated
contract services and scheduled routed services.

         The Company provides dedicated contract services, such as fleet
replacement solutions, dedicated delivery systems and transportation systems
management services. These services provide customers such as major
pharmaceutical wholesalers and automotive dealerships with the control and
flexibility of an in-house fleet together with the economic benefits of
outsourcing.

         Scheduled delivery services are provided on a recurring basis. The
Company will receive large shipments of products, which are then sorted, routed
and delivered. These deliveries are made in accordance with a customer's
specific schedule that generally provides for deliveries to be made at
particular times. Typical routes may include deliveries from pharmaceutical
suppliers to pharmacies, from manufacturers to retailers, or from automobile
parts manufacturers to dealers.

         Coordination of delivery personnel is accomplished through pagers,
radio or telephone. Dispatchers coordinate shipments for delivery within a
specific time frame. Shipments are routed according to type, geographic distance
between origin and destination and the time allotted for delivery. In the case
of scheduled deliveries, routes are designed to minimize the costs of the
deliveries and to enhance route density.

         Distribution


         The Company, through Monroe, distributes tooling components, including
adjustable handles, hand wheels, plastic knobs, levers, handles, hydraulic
clamps, drills, jigs and permanent magnets to non-automotive customers. Monroe's
primary tooling component product line is Kipp(R) brand standard and heavy duty
adjustable handles, representing approximately one-half of its tooling component
sales. Monroe also distributes Elesa(R) brand high tensile plastic hand wheels,
knobs, handles and levers, representing approximately one-quarter of tooling
component sales. Although most tooling component products are sold off the
shelf, Monroe does perform some light machining of parts for custom orders.

         Monroe is a distributor for Kipp(R) products and holds the U.S. patent
rights to Kipp(R) adjustable handles. Monroe also holds non-exclusive rights to
distribute Elesa(R), Boutet and Brauer products throughout North America.

         Monroe, through its wholly owned subsidiaries, PMP and PMD,
manufactures and distributes proprietary measurement gauges for the paint and
coatings industry.

         Design and Engineering

         The development of new automobile models generally begins two to five
years prior to the marketing of such models to the public. The Company's
engineering staff typically works with OEM and Tier I engineers early in the
development phase to design components to meet OEM or Tier I specifications on
new or redesigned models.

         The Company also provides other value-added services such as
prototyping and mold design and construction to its automotive customers. The
Company provides design and engineering services for it's




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heavy equipment customers. The Company's engineering staff designs products that
meet the specific needs of the customer.

         Marketing

         Automotive. Within the Company's automotive operations, salespeople and
project managers are involved in product planning and spend a significant amount
of time consulting with OEM engineers in order to facilitate the integration of
the Company's products into future automotive models.

         Orders for tailored blanks are typically placed by OEMs directly with
producers of coiled steel. Further processing steps, such as blanking, are done
either by the steel producer or by an independent processor sub-contracted by
the steel producer, which may include the Company. Project managers at NMP work
closely with OEMs during the design phase to promote the specification of NMP as
the processor prior to the placing of orders by OEMs with steel producers.
Relationships with domestic steel producers are also maintained in order to
obtain sub-contracting work for which no processor has been specified by an OEM.

         Heavy Equipment. Within the heavy equipment operations, salespeople
reach customers that resell the Company's products. Marketing also includes the
participation in industry tradeshows in order to attract new customers and
introduce new products. The Company also calls on OEM's in order to develop
contract manufacturing relationships where the Company produces subassemblies or
modules for OEMs. This process involves not only the sales force but also the
Company's engineering group.

         Logistics. Within the Logistics Group a direct sales force reaches
customers for logistic services. Marketing is conducted directly to national or
regional customers by designing and offering customized service packages after
determining their specific delivery and distribution requirements. The Company
is implementing a coordinated major account strategy by building on established
relationships with regional and national customers.

                  Several of the services provided, such as dedicated contract
services and routed delivery services, are determined on the basis of
competitive bids. Substantial portions of the Company's revenues are through
contractual relationships. The customer on relatively short notice without
penalty may terminate most of these contracts.

         Distribution. The Company's tooling component and paint gauges products
are sold through catalogs as well as through a network of regional distributors
of Kipp(R) and Elesa(R) products. There are approximately 78 wholesale
distributors located throughout the United States offering the Company's
products. These distributors sell to industrial manufacturing companies such as
GM, DCX, Caterpillar Inc. and Deere & Company. In addition, there are three
distributors of the Company's products in Canada and one in Mexico.

         Raw Materials

         The raw materials required for the Company's automotive operations
include steel and gases such as carbon dioxide and argon. The raw material
required for the Company's heavy equipment operations include steel, gases,
welding materials and purchased parts. The Company obtains its raw materials and
purchased parts from a variety of suppliers. With the exception of Monroe's
purchase of tooling components from Kipp(R) and Elesa(R), the Company does not
believe that it is dependent upon any of its suppliers, despite concentration of
purchasing of certain materials from a few sources, as other suppliers of the
same or similar materials are readily available. The Company typically purchases
its raw materials on a purchase order basis as needed and has generally been
able to obtain adequate supplies of raw materials for its operations. Further, a
portion of the Company's automotive operations business





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involves the toll processing of materials supplied by another Tier I or Tier II
customer, typically a steel manufacturer.


         Patents and Trademarks

         The Company owns a number of patents and trademarks related to its
products and methods of manufacturing. The loss of any single patent or group of
patents would not have a material adverse effect on the Company's business. The
Company also has proprietary technology and equipment that constitute trade
secrets, which it has chosen not to register in order to avoid public disclosure
thereof. The Company relies upon patent and trademark law, trade secret
protection and confidentiality or license agreements with its employees,
customers and others to protect its proprietary rights.

         Seasonality

         The Company's automotive operations business is largely dependent upon
the automotive industry, which is highly cyclical and is dependent on consumer
spending. In addition, the automotive component supply industry is somewhat
seasonal. Increased revenues and operating income are generally experienced
during the second calendar quarter as a result of the automotive industry's
spring selling season, the peak sales and production period of the year. Revenue
and operating income generally decreases during July and December of each year
as a result of changeovers in production lines for new model years as well as
scheduled OEM plant shutdowns for vacations and holidays.

         The Company's heavy equipment operations are dependent on the
construction industry which can be highly cyclical and heavily dependent on the
general health of the economy. Historically, the heavy equipment operation has
typically had lower revenue and operating income during the first and fourth
quarters of the calendar year.

         The Company's Logistics Group business is not anticipated to be
particularly seasonal. However, the limited operating history since acquisition,
and the historical growth trends in these businesses prior to acquisition, may
not reflect the seasonality, if any, of these businesses.

         The Company's historical results of operations have generally not
reflected typical cyclical or seasonal fluctuations in revenues and operating
income. The acquisitions completed by the Company have resulted in a growth
trend through successive periods which may have masked the effect of typical
seasonal fluctuations. There can be no assurance that the Company's business
will continue its historical growth trend, or that it will conform to industry
norms for seasonality in future periods.

         Customers

         In 2001, automotive industry and logistics customers accounted for
51.2% and 44.1% of the Company's consolidated net sales, respectively. The
Company's remaining sales are primarily to the tooling component, painting and
coating and heavy equipment industries. Only one customer, DCX, accounted for
more than 10% of consolidated net sales in 2001.

         The tooling component and painting and coating operations are not
dependent on any one customer or group of customers, as a result, the Company
does not believe that the loss of any one customer would have a material adverse
effect on its business.

         Competition

         The automotive component supply, heavy equipment supply, logistics and
tooling component





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industries are highly competitive. Competition in the sale of all of the
Company's products in the automotive supply, heavy equipment and tooling
businesses is primarily based on engineering, product design, process
capability, quality, cost, delivery and responsiveness. The Company believes
that its performance record places it in a strong competitive position.

         Within the logistics industry the principal competitive factors in the
markets in which the Company competes are reliability, quality, breadth of
service offerings and price. The Company competes on all of these factors. The
Company competes with both publicly and privately held companies. The publicly
held competitors compete with the Company for large national and regional
accounts. Most privately held competitors operate in only one location or a
limited service area.

         Environmental Matters

         Within the automotive component supply and heavy equipment operations,
the Company is subject to environmental laws and regulations concerning
emissions to the air, discharges to waterways, and generation, handling,
storage, transportation, treatment and disposal of waste materials. The Company
is also subject to other Federal and state laws and regulations regarding health
and safety matters. Each of the Company's production facilities has permits and
licenses allowing and regulating air emissions and water discharges. The Company
believes that it is currently in compliance with applicable environmental and
health and safety laws and regulations.

         Government Regulation

         The Company's logistics operations are subject to various state and
local regulations and, in many instances, require permits and licenses from
state authorities. To a limited degree, state and local authorities have the
power to regulate the delivery of certain types of shipments and operations
within certain geographic areas. Interstate and intrastate motor carrier
operations are also subject to safety requirements prescribed by the U.S.
Department of Transportation ("DOT") and by state departments of transportation.
If the Company fails to comply with applicable regulations, substantial fines or
possible revocation of operating permits is possible.

         In the logistics operations, the Company seeks to ensure that all
employee drivers meet safety standards established by the Company and the
Company's insurance carriers as well as by the DOT. In addition, where required
by the DOT or state or local authorities, the Company requires independent
owner/operators meet certain specified safety standards. The Company reviews
prospective drivers in an effort to ensure that applicable requirements are met.

         Employees and Independent Contractors

         As of December 31, 2001, the Company had approximately 2,473 employees.
The automotive operations employed approximately 417 employees. Of this number
approximately 318 of the division's employees are production workers and the
balance are engineering, sales and clerical, management and administrative
employees. The Company believes that its relations with its employees are
satisfactory. One NMP plant elected to be represented by the Union of Automotive
Workers in 1999 and a collective bargaining agreement was entered into in
September 2000. The plant has not been subject to a strike, lockout or other
major work stoppage.

         Within the heavy equipment operations, the Company had approximately
598 employees. Of this number approximately 512 of the division's employees are
production workers and the balance are engineering, sales, clerical, management
and administrative employees. One NCE plant elected to be represented by the
International Union of Operating Engineers and a collective bargaining agreement
was entered into in December 2000. The plant has not been subject to a strike,
lockout or other major work stoppage.





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         Within the logistics operations, the Company had approximately 1,436
employees and 792 independent contract drivers. Of the 1,436 employees,
approximately 1,236 are employed as drivers and the balance are employed in
management and clerical positions. All employees within the logistics and
distribution operations are non-union.


ITEM 1A. RISK FACTORS.

         The following factors are important and should be considered carefully
in connection with any evaluation of the Company's business, financial
condition, results of operations and prospects. Additionally, the following
factors could cause the Company's actual results to differ materially from those
reflected in any forward-looking statements of the Company.

         Outstanding Indebtedness. In order to finance its operations,
including costs related to the consummation of various acquisitions, the Company
has incurred substantial indebtedness. The Company's credit facilities are
secured by substantially all of its assets as well as the assets of its
subsidiaries. In addition to certain financial covenants, the Company's credit
facilities restrict its ability to incur additional indebtedness or pledge
assets. As of the date of this Report, the Company is in compliance with all of
the terms of its credit facilities. There can be no assurance, however, that the
Company will be able to comply with the terms of its credit facilities in the
future. The Company is currently in negotiations with its lenders regarding it
senior credit facility due in July 2002. The Company believes that it has the
ability and intent to renew its facility on similar terms.

         Debt Service Obligations. The Company's business is subject to all of
the risks associated with substantial leverage, including the risk that
available cash may not be adequate to make required payments. The Company's
ability to satisfy outstanding debt obligations from cash flow will be dependent
upon its future performance and will be subject to financial, business and other
factors, many of which may be beyond its control. In the event that the Company
does not have sufficient cash resources to satisfy its repayment obligations, it
would be in default, which would have a material adverse effect on its business.
To the extent that the Company is required to use cash resources to satisfy
interest payments to the holders of outstanding debt obligations, it will have
less resources available for other purposes.

         Reliance on Major Customers. Sales to the automotive industry accounted
for approximately 51.2% of the Company's sales in 2001. In addition, the
Company's automotive sales are highly concentrated among a few major OEMs. Thus,
the loss of any significant customer could have a material adverse effect on the
Company's business. As is typical in the automotive supply industry, the Company
has no long-term contracts with any of its customers. The Company's customers
provide annual estimates of their requirements, however, sales are made on a
short-term purchase order basis. There is substantial and continuing pressure
from the major OEMs and Tier I suppliers to reduce costs, including the cost of
products purchased from outside suppliers. If in the future the Company is
unable to generate sufficient production cost savings to offset price
reductions, its gross margins could be adversely affected.

         Limited Consolidated Operating History. The Company has a limited
consolidated operating history with regard to a significant portion of its
operations. Historical results of operations for 1999, 2000 and 2001 do not
include all of the results of operations of significant businesses acquired in
1999, 2000 and 2001. As a result, such data is not necessarily indicative of the
results that would have been achieved if all of the businesses acquired had been
operated on an integrated basis or of the results that may be realized on a
consolidated basis in the future.

         Risks Relating to Acquisitions. The automotive component supply, heavy
equipment and





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logistics industries are undergoing consolidation as customers seek to reduce
both their costs and their supplier base. Future acquisitions may be made in
order to enable the Company to expand into new geographic markets, add new
customers, provide new products, expand manufacturing and service capabilities
and increase automotive model penetration with existing customers. Integration
of the recent acquisitions, or any future acquisitions, may place a strain upon
the Company's financial and managerial resources. The full benefits of the
Company's acquisitions will require: (i) the integration of administrative,
finance, purchasing, engineering, sales and marketing organizations; (ii) the
coordination of production efforts; and (iii) the implementation of appropriate
operational, financial and management systems and controls. There can be no
assurance that the Company will be able to integrate these operations
successfully. If the Company fails to successfully integrate an acquired
business, its business could be harmed.

         Failure to Obtain Business on New and Redesigned Model Introductions.
The Company's automotive product lines are subject to change as its customers,
including both OEMs and Tier I suppliers, introduce new or redesigned products.
The Company competes for new business both at the beginning of the development
phase of new vehicle models, which generally begins two to five years prior to
the marketing of such models to the public, and upon the redesign of existing
models. The Company's failure to obtain business on new models, or to retain or
increase business on redesigned existing models, would adversely affect its
business.

         Dependence on Continuous Improvement of Production Technologies. The
Company's ability to continue to meet customer demands within its automotive and
heavy equipment operations with respect to performance, cost, quality and
service will depend, in part, upon its ability to remain technologically
competitive with its production processes. The investment of significant
additional capital or other resources may be required to meet this continuing
challenge. The Company's inability to improve its production technologies could
have a material adverse effect on its business.

         Design and Engineering Resources. Within the automotive industry, OEMs
and Tier I suppliers require their suppliers to provide design and engineering
input during the product development process. The direct costs of design and
engineering are generally borne by the Company's customers. However, the Company
bears the indirect cost associated with the allocation of limited design and
engineering resources to such product development projects. Despite the
Company's up-front dedication of design and engineering resources, its customers
are under no obligation to order the subject components or systems from the
Company following their development. In addition, when the Company deems it
strategically advisable, it may also bear the direct up-front design and
engineering costs as well. There can be no assurance that the Company's
dedication of design and engineering resources, or up-front design and
engineering expenditures, will not have a material adverse effect on the
Company's financial condition or results of operations.

         Industry Cyclicality and Seasonality. The automotive industry is highly
cyclical and dependent on consumer spending. Economic factors adversely
affecting automotive production and consumer spending could adversely impact the
Company's business. In addition, the automotive component supply industry is
somewhat seasonal. Revenue and operating income generally increase during the
second calendar quarter of each year as a result of the automotive industry's
spring selling season, which is the peak sales and production period of the
year. Revenue and operating income generally decreases during July and December
of each year as a result of changeovers in production lines for new model years
as well as scheduled OEM plant shutdowns for vacations and holidays.

         The Company's heavy equipment operations are dependent on the
construction industry which can be highly cyclical and heavily dependent on the
general health of the economy. Historically, this operation has typically had
lower revenue and operating income during the first and fourth quarters of the
calendar year.





                                       10
<PAGE>
         The Company's Logistics Group business is not anticipated to be
particularly seasonal. However, the limited operating history since acquisition,
and the historical growth trends in these businesses prior to acquisition, may
not reflect the seasonality, if any, of these businesses.

         The Company's historical results of operations have generally not
reflected typical cyclical or seasonal fluctuations in revenues and operating
income. The acquisitions completed by the Company have resulted in a growth
trend through successive periods which has masked the effect of typical seasonal
fluctuations. There can be no assurance that the Company's business will
continue its historical growth trend, or that it will conform to industry norms
for seasonality in future periods.

         Risk of Labor Interruptions. Within the automotive supply industry
substantially all of the hourly employees of the OEMs and many Tier I suppliers
are represented by labor unions and work pursuant to collective bargaining
agreements. The failure of any of the Company's significant customers to reach
agreement with a labor union on a timely basis, resulting in either a work
stoppage or strike, could have a material adverse effect on the Company's
business. During 1999, production workers at the Company's NMP facility in
Michigan elected to be represented by the International Union, United
Automobile, Aerospace and Agricultural Implement Workers of America ("UAW"). A
collective bargaining agreement was entered into in September 2000 and expires
December 2003. The Company's NCE facility in Texas is represented by
International Union of Operating Engineers. The current collective bargaining
agreement was entered into in December 2000 and expires December 2003. These
plants have never been subject to a strike, lockout or other major work
stoppage. Employees of the Company's logistics and distribution businesses are
not represented by labor unions.

         Competition. The automotive component supply, heavy equipment,
logistics and tooling component industries are highly competitive. Competition
in the sale of the Company's products in the automotive supply, heavy equipment
and tooling businesses is primarily based on engineering, product design,
process capability, quality, cost, delivery and responsiveness. Competition in
the logistics business is based primarily on service, performance and price.

         Factors Beyond the Company's Control. The Company's logistics revenues
and earnings are especially sensitive to events that are beyond the Company's
control, such as weather conditions, economic factors affecting customers, fuel
prices and labor availability. Demand for same-day delivery and logistics
services may decrease as a result of downturns in the level of general economic
activity and employment. The development and increased popularity of facsimile
machines and electronic mail has reduced the demand for certain types of
delivery services, including same day delivery services. As a result, same-day
delivery companies have changed focus to those delivery services involving items
that are unable to be delivered via alternative methods such as pharmaceuticals,
food products, auto parts and similar such items. Similar industry-wide
developments may have a material adverse effect the Company's business,
financial condition or results of operations.

         Governmental Regulation of the Transportation Industry. At times,
federal and state authorities have sought to assert that independent contractors
in the transportation industry are employees rather than independent
contractors. The Company believes that the independent contractors utilized are
not employees under existing interpretations of federal and state laws. However,
federal and state authorities may continue to challenge this position. Further,
laws and regulations, including tax laws, and the interpretations of those laws
and regulations, may change. If, as a result of changes in laws, regulations,
interpretations or enforcement by federal or state authorities, the Company may
be required to pay for and administer added benefits to independent contractors,
the Company's operating costs could substantially increase.

         Catastrophic Claims. The Company's Logistics Group utilizes
approximately 2,028 drivers. From time to time some of those drivers are
involved in automobile accidents. The Company currently





                                       11
<PAGE>


carries liability insurance of $1 million per occurrence, subject to applicable
deductibles, and umbrella coverage up to $50 million per occurrence. The Company
also requires that independent contractors maintain liability insurance of at
least the minimum amounts required by state law. However, claims against the
Company may exceed the amounts of the Company's and the independent contractors'
insurance coverage. If the Company were to experience a material increase in the
frequency or severity of accidents, liability claims or workers' compensation
claims, or unfavorable resolutions of claims, the Company's operating results
could be materially affected.

         Product Liability Exposure. Within the automotive and heavy equipment
operations, the Company faces an inherent business risk of exposure to product
liability claims if the failure of one of its products results in personal
injury or death. There can be no assurance that material product liability
losses will not occur in the future. In addition, if any of the Company's
products prove to be defective, the Company may be required to participate in a
recall involving such products. The Company maintains insurance against product
liability claims, but there can be no assurance that such coverage will be
adequate or will continue to be available to the Company on acceptable terms or
at all. A successful claim brought against the Company in excess of available
insurance coverage or a requirement to participate in any product recall could
have a material adverse effect on its business.

         Impact of Environmental Regulation. The Company is subject to the
requirements of federal, state and local environmental and occupational health
and safety laws and regulations. The Company cannot assure that it will always
be in complete compliance with all such requirements. The Company has made and
will continue to make expenditures to comply with environmental requirements. If
a release of hazardous substances occurs on or from the Company's properties or
from any of its disposals at offsite disposal locations, or if contamination is
discovered at any of the Company's current or former properties, it may be held
liable, and the amount of such liability could be material.

         Dependence on Key Personnel. The Company's business is greatly
dependent on the efforts and abilities of Robert J. Skandalaris, its Chairman
and Chief Executive Officer and its other executive officers. The Company has an
employment agreement with Mr. Skandalaris. In addition to Mr. Skandalaris,
certain other officers of the Company are under employment agreements. The
Company does not maintain key-person life insurance on its executives.

         Control by Existing Stockholders. Robert J. Skandalaris owns and/or
controls approximately 39.4% of the outstanding Common Stock. As a result, Mr.
Skandalaris is able to exert significant influence over the outcome of all
matters submitted to a vote of the Company's stockholders, including the
election of directors, amendments to the Company's Certificates of Incorporation
and approval of significant corporate transactions. Such consolidation of voting
power could also have the effect of delaying, deterring or preventing a change
in control that might be beneficial to other stockholders.

         Anti-Takeover Provisions. Certain provisions of the Company's
Certificate of Incorporation and Bylaws may inhibit changes in control of the
Company not approved by the Board of Directors. These provisions include: (i) a
prohibition on stockholder action through written consents; (ii) a requirement
that special meetings of stockholders be called only by the Board of Directors;
(iii) advance notice requirements for stockholder proposals and nominations;
(iv) limitations on the ability of stockholders to amend, alter or repeal the
Bylaws; and (v) the authority of the Board of Directors to issue, without
stockholder approval, preferred stock with such terms as the Board of Directors
may determine. The Company will also be afforded the protections of Section 203
of the Delaware General Corporation Law, which could have similar effects.

         Risks Associated With International Operations. The Company operates
production facilities in Ontario, Canada and Acuna, Mexico. The Company's
business strategy may include the continued




                                       12
<PAGE>





expansion of international operations. As the Company expands its international
operations, it will increasingly be subject to the risks associated with such
operations, including: (i) fluctuations in currency exchange rates; (ii)
compliance with local laws and other regulatory requirements; (iii) restrictions
on the repatriation of funds; (iv) inflationary conditions; (v) political and
economic instability; (vi) war or other hostilities; (vii) overlap of tax
structures; and (viii) expropriation or nationalization of assets. The inability
to effectively manage these and other risks could adversely affect the Company's
business.

         Shares Eligible for Future Sale. The Company cannot predict the effect
that future sales of Common Stock will have on the market price of the Common
Stock. Sales of substantial amounts of Common Stock, or the perception that such
sales could occur, could adversely affect the market price of the Common Stock.
Approximately 3,525,823 of the shares of Common Stock currently issued and
outstanding are "restricted securities" as that term is defined under Rule 144
under the Securities Act of 1933 and may not be sold unless they are registered
or unless an exemption from registration, such as the exemption provided by Rule
144, is available. All of these restricted securities are currently eligible for
resale pursuant to Rule 144, subject in most cases to the volume and manner of
sale limitations prescribed by Rule 144.

         Possible Volatility of Trading Price. The trading price of the Common
Stock could be subject to significant fluctuations in response to, among other
factors, variations in operating results, developments in the automotive
industry, general economic conditions, fluctuations in interest rates and
changes in securities analysts' recommendations regarding the Company's
securities. Such volatility may adversely affect the market price of the Common
Stock.

ITEM 2.       PROPERTIES.

         As of December 31, 2001, the Company's automotive operations operated a
total of three production facilities in the United States and one facility in
Canada, some of which are used for multiple purposes, and which range in size
from 80,000 square feet to 524,000 square feet, with an aggregate of
approximately 970,000 squarefeet. The Company's heavy equipment operations
operated three facilities in the United States and one in Mexico and range in
size from 10,000 to 660,000 square feet, with an aggregate of approximately
912,000 square feet. In the aggregate, the Company's total manufacturing space
is approximately 1.9 million square feet. The Company's distribution division
operations are run through four buildings with an aggregate of approximately
16,000 square feet. The Company's logistics division operates 25 facilities
ranging in size from 480 square feet to 33,750 square feet. In aggregate, the
Company's logistics division consists of approximately 123,000 square feet. Of
the Company's existing facilities, two are owned and the balance are leased with
expiration dates ranging from 2002 through 2012. No facility is materially
underutilized. Management believes substantially all of the Company's property
and equipment is in good condition and that it has sufficient capacity to meet
its current and expected manufacturing, logistic and distribution needs.

ITEM 3.       LEGAL PROCEEDINGS.

         The Company is not a party to any legal proceedings other than routine
litigation incidental to its business, none of which is material.

ITEM 4.       SUBMISSION OF  MATTERS TO A VOTE OF SECURITY HOLDERS.

         No matter was submitted for a vote of security holders during the
fourth quarter of the fiscal year covered by this report.






                                       13
<PAGE>





                                     PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The Company's Common Stock is traded on the NASDAQ National Market
System under the symbol NOBL. Prior to June 30, 1998 the Common Stock traded on
AMEX under the symbol "NIL". The following table sets forth the range of high
and low closing sales prices for the Common Stock for each period indicated:

<TABLE>
<CAPTION>


                                                                     High                      Low
                                                              --------------------       -----------------

<S>                                                           <C>                       <C>
           2000:
                     First Quarter                                   $16.10                    $12.56
                     Second Quarter                                  $15.49                     $7.56
                     Third Quarter                                    $9.02                     $6.07
                     Fourth Quarter                                   $7.35                     $4.38

           2001:     First Quarter                                    $5.54                     $4.15
                     Second Quarter                                   $6.67                     $4.30
                     Third Quarter                                    $7.71                     $4.70
                     Fourth Quarter                                   $8.19                     $5.01
</TABLE>


As of March 15, 2002 there were approximately 85 record holders and
approximately 1,941 beneficial owners of the Company's Common Stock.

                  Dividends

                  During the fiscal years ending December 31, 2000 and 2001, the
Company paid $1.580 million and $1.995 million in dividends, respectively. The
dividends payments were made pursuant to resolutions of the Board of Directors
in May 2000 and May 2001 to pay regular quarterly cash dividends of $0.075 per
share. In February 2002, the Board of Directors increased the quarterly dividend
to $0.08 per share.

                  Sales of Unregistered Securities

                  During 2001, in connection with the NCE acquisition and the
redemption of $1.105 million of convertible debentures, the Company issued
53,030 and 50,000 shares of Common Stock, respectively, to one individual and
one entity in transactions that were not registered under the Securities Act of
1933. All of these shares were issued in private transactions in reliance upon
Section 4(2) of the Securities Act of 1933.

Item 6. Selected Financial Data.

                  The following selected financial data as of and for each of
the five fiscal years in the period ended December 31, 2001 is derived from the
audited financial statements of the Company and should be read in conjunction
with the consolidated financial statements and notes thereto included elsewhere
herein. See "Item 7--Management's Discussion and Analysis of Financial Condition
and Results of Operations."




                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                                                         December 31,
                                                               ----------------------------------------------------------------
                                                                    1997         1998         1999          2000         2001
                                                               ----------------------------------------------------------------
                                                                         (Dollars in millions, except per share data)
Consolidated Statements of Operations Data:

<S>                                                            <C>          <C>          <C>           <C>           <C>
Net sales
Products                                                       $     12.2   $     60.3   $     85.3    $     88.0    $     77.3
Services                                                                                                     21.8          60.9
-------------------------------------------------------------------------------------------------------------------------------
Total net sales                                                $     12.2   $     60.3   $     85.3    $    109.8    $    138.2
Cost of sales
Products                                                              6.4         40.6         56.4          64.5          59.3
Services                                                                                                     17.2          48.2
-------------------------------------------------------------------------------------------------------------------------------
Total cost of sales                                                   6.4         40.6         56.4          81.7         107.5
-------------------------------------------------------------------------------------------------------------------------------
Gross margin                                                          5.8         19.7         28.9          28.1          30.7
Selling, general and administrative expense                           3.2         11.8         15.8          23.0          22.5
-------------------------------------------------------------------------------------------------------------------------------
Operating profit                                                      2.6          7.9         13.1           5.1           8.2
Interest expense                                                     (0.6)        (0.8)        (1.8)         (2.9)         (3.0)
Other, net                                                            0.1                       0.3           0.2           1.6
-------------------------------------------------------------------------------------------------------------------------------
Earnings from continuing operations before
 income taxes
minority interest and extraordinary item                              1.8          7.1         11.6           2.4           6.9
Minority interest                                                                  0.1
Income tax expense                                                    0.7          2.7          4.3           1.2           2.8
-------------------------------------------------------------------------------------------------------------------------------
Earnings from continuing operations before
extraordinary item                                                    1.1          4.3          7.3           1.2           4.1
Earnings (loss) from discontinued operations                         (0.4)         0.1         (0.5)         (0.1)
Gain on sale of discontinued operations                                                                      10.0
Earnings before extraordinary item                                    0.7          4.4          6.8          11.1           4.1
Extraordinary item (1) (2)                                                         0.6                       (0.3)          1.6
-------------------------------------------------------------------------------------------------------------------------------
Net earnings                                                          0.7          5.0          6.8          10.8           5.7
Preferred stock dividends                                             0.1
-------------------------------------------------------------------------------------------------------------------------------
Net earnings on common shares                                  $      0.6   $      5.0   $      6.8    $     10.8    $      5.7
-------------------------------------------------------------------------------------------------------------------------------

Basic earnings (loss) per common share:
Earnings per common share from continuing
operations before extraordinary item                           $     0.22   $     0.59   $     1.01    $     0.16    $     0.61
Earnings (loss) per common share from discontinued
operations before extraordinary item                                (0.09)        0.02        (0.07)         1.40
Extraordinary item (1) (2)                                                        0.09                      (0.04)         0.24
-------------------------------------------------------------------------------------------------------------------------------

Basic earnings per common share                                $     0.13   $     0.70   $     0.94    $     1.52    $     0.85
-------------------------------------------------------------------------------------------------------------------------------

Basic weighted average common shares outstanding                4,285,134    7,161,872    7,192,328     7,112,311     6,626,212
-------------------------------------------------------------------------------------------------------------------------------
Diluted earnings (loss) per common share:
Earnings per common share from continuing
operations before extraordinary item                                $0.22        $0.58        $0.92         $0.16          0.61
Earnings (loss) per common share from discontinued
operations before extraordinary item                                (0.09)        0.02        (0.05)         1.37
Extraordinary item (1) (2)                                                        0.08                      (0.04)         0.24
-------------------------------------------------------------------------------------------------------------------------------
Diluted earnings per common share                                   $0.13        $0.68        $0.87        $1.49         $0.85
-------------------------------------------------------------------------------------------------------------------------------
Diluted weighted average shares outstanding                     4,285,134    7,304,148    8,530,981     7,234,786     6,650,861
-------------------------------------------------------------------------------------------------------------------------------
Other Financial Information
EBITDA from continuing operations (3)                                $3.1        $12.2        $19.6        $13.0         $17.5
Ratio of EBITDA to interest expense (3)                               5.5         14.4         10.9          4.5           5.8
Cash flow from:
Continuing operations                                                 1.1          8.2         10.6          9.2          (0.4)
Discontinued operations                                              (2.4)       (42.1)       (23.4)        (0.1)
Investing activities                                                (12.0)       (26.2)       (16.2)        47.4           9.4
Financing activities                                                 14.9         59.3         28.8        (56.1)         (9.9)
-------------------------------------------------------------------------------------------------------------------------------
Consolidated Balance Sheet Data:
Total assets                                                    $    64.6   $    136.4   $    174.8    $   145.1     $   156.9
Net assets held for sale                                              2.0         44.3         67.2
Working capital (deficiency)                                          5.9         46.9         72.0          9.3         (27.4)
Total debt                                                           27.7         88.7        118.1         73.8          71.3
Stockholders' equity                                                 27.6         32.3         39.9         43.8          47.4

</TABLE>





                                       15
<PAGE>



(1)   An extraordinary gain was recorded as a result of the discounted
      prepayment of unsecured subordinated promissory notes (the "Notes")
      payable to DCT, Inc. and an officer of NMP on December 17, 1998. The Notes
      had an aggregate principal face amount of approximately $10.135 million
      and, together with accrued interest, were prepaid at an agreed amount of
      $9.666 million. In 2000, an extraordinary loss was recorded as a result of
      the buyback of 6% convertible debentures. The convertible debentures had a
      face amount of $6.376 million and were repaid at an agreed amount of
      $6.411 million.

(2)   An after-tax extraordinary gain of $1.6 million was recorded in connection
      with the Company's acquisition by NCE of certain assets of Eagle-Picher,
      Inc.'s construction equipment division. This gain was the result of the
      implementation of Financial Accounting Standards Board (FASB) Statement
      No. 141, "Business Combinations" which requires the excess of the fair
      value of acquired net assets over the cost associated with an acquisition
      be recognized as an extraordinary gain in the period in which the
      transaction occurs.

(3)   EBITDA represents income before income taxes, plus interest expense and
      depreciation and amortization expense. EBITDA is not presented as, and
      should not be considered, an alternative measure of operating results or
      cash flows from operations (as determined in accordance with generally
      accepted accounting principles), but is presented because it is a widely
      accepted financial indicator of a company's ability to incur and service
      debt. While commonly used, however, EBITDA is not identically calculated
      by companies presenting EBITDA and is, therefore, not necessarily an
      accurate means of comparison and may not be comparable to similarly titled
      measures disclosed by the Company's competitors. The ratio of EBITDA to
      interest expense represents EBITDA from continuing operations to total
      interest expense less capitalized interest and interest income.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

         The following management's discussion and analysis of financial
condition and results of operations should be read in conjunction with the
Company's consolidated financial statements and notes thereto included elsewhere
in this Report.

OVERVIEW

         The Company is a leading full-service Tier I and Tier II supplier of
automotive parts, component assemblies and value-added services to the
automotive industry, a provider of complete products and component assemblies to
the heavy equipment industry and a leading provider of same day delivery
services.

         As of December 31, 2001 the Company grouped its operations into four
operating segments: automotive, heavy equipment, logistics and distribution.

         Automotive

As a Tier I and Tier II supplier, the Company provides design, engineering,
manufacturing, complete program management and other services to the automotive
market. The Company delivers integrated component solutions, technological
leadership and product innovation to OEMs and Tier I automotive parts suppliers
thereby helping its customers increase their productivity while controlling
costs. The automotive segment has historically been the Company's largest
contributor in terms of both net sales and pretax profit. This business has been
successful due to the continued acceptance and growth in the application of
laser welding technology by the automotive industry. It is anticipated that






                                       16
<PAGE>
this segment will continue to be a major contributor to the Company's growth in
both revenue and pretax profit. Of the Company's four segments, the automotive
segment is the most capital intensive. Capital expenditures are necessary in
order to create the capacity required to meet customers increased use of laser
welded components.

         Heavy Equipment

         As a provider to the heavy equipment industry, the Company provides
design, engineering program management and manufacturing services assisting its
customers' productivity while controlling costs. The heavy equipment segment,
acquired in December 2001, is believed to provide the Company the opportunity to
capitalize on its manufacturing expertise and to provide another growth vehicle
for the Company. Although the heavy equipment segment is capital intensive, the
Company does not expect significant expenditures in the short-term future. This
segment has been held by the Company for a short period of time, but is expected
to make a positive impact on pretax profit in the future.

         Logistics

         As a provider of same day delivery services, the Company provides cost
effective solutions to a variety of customers allowing these customers to focus
on their core businesses. The logistics segment, the Company's only service
segment, made significant progress during 2001 in terms of both revenue growth
and pretax loss improvements. The logistics segment is labor intensive as
opposed to the capital intensity found in the Company's automotive and heavy
equipment segments. The cost structure is highly variable as the largest
operating costs are related to drivers and vehicle operating costs. The
anticipated pretax margins in the logistics segment are lower than the Company's
other segments primarily due to the highly competitive nature of the logistics
industry. The Company expects the logistics segment to make a positive
contribution to pretax profit in the future as its revenue continues to grow.

         Distribution

         The distribution segment is the smallest operation of the Company in
terms of revenue. It has successfully operated in the competitive tooling
component and paint and coatings industry and the Company expects its
performance to continue to make a positive contributions to pretax profit.











                                       17
<PAGE>


RESULTS OF OPERATIONS

     To facilitate analysis, the following table sets forth certain financial
data for the Company:

                              RESULTS OF OPERATIONS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                           1999             2000             2001
----------------------------------------------------------------------------------------------------
<S>                                                   <C>              <C>              <C>
Net sales
 Products                                              $  85,266        $  87,955        $  77,290
 Services                                                     --           21,826           60,938
--------------------------------------------------------------------------------------------------
Total net sales                                        $  85,266        $ 109,781        $ 138,228
--------------------------------------------------------------------------------------------------
Cost of sales
 Products                                                 56,438           64,457           59,234
 Services                                                     --           17,219           48,239
--------------------------------------------------------------------------------------------------
Total cost of sales                                       56,438           81,676          107,473
--------------------------------------------------------------------------------------------------
Gross margin                                              28,828           28,105           30,755
Selling, general and administrative expenses              15,760           23,004           22,472
--------------------------------------------------------------------------------------------------
Operating profit                                          13,068            5,101            8,283
Interest income                                                4                5            1,587
Interest expense                                          (1,819)          (2,929)          (4,586)
Other income, net                                            276              235            1,616
--------------------------------------------------------------------------------------------------
Earnings from continuing operations before taxes          11,529            2,412            6,900
Income tax expense                                         4,235            1,196            2,805
--------------------------------------------------------------------------------------------------
Earnings from continuing operations before
    extraordinary item                                     7,294            1,216            4,095
(Loss) from discontinued operations                         (472)            (115)              --
Gain on sale of discontinued operations                       --           10,044               --
--------------------------------------------------------------------------------------------------
Earnings before extraordinary item                         6,822           11,145            4,095
Extraordinary item - extinguishment of debt                   --             (304)              --
Extraordinary item - gain on acquisition                      --               --            1,567
--------------------------------------------------------------------------------------------------
Net earnings                                               6,822           10,841            5,662
Preferred stock dividends                                     61               49               27
                                                       ---------        ---------        ---------
Net earnings on common shares                          $   6,761        $  10,792        $   5,635
                                                       =========        =========        =========

</TABLE>

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000.

         Net Sales. Net sales increased by $28.4 million, or 25.9%, to $138.2
million for the year ended December 31, 2001 from $109.8 million for the year
ended December 31, 2000. When adjusted for businesses sold in 2001, NMF and
NMPM, revenue increased by $69.9 million, or 106.1%. This significant increase
in sales was primarily attributable to two factors. First, the Company's
Automotive Group, primarily laser welding, increased revenue by $28.5 million,
or 71.5%, to $68.4 million from $39.9 million in 2000, when adjusted for the
sale of NMF and NMPM. This increase in revenue was the result of increased
acceptance of the Company's laser welding technology on new and redesigned model
platforms, as well as increased steel sales when compared to 2000. Second, the
Logistics Group increased revenue $39.1 million, or 179.2%, to $60.9 million
from $21.8 million in 2000. The increased revenue in the Logistics Group was
primarily the result of the Company's full year ownership, as well as the
group's success in executing its strategy in gaining new customers.



                                       18
<PAGE>

         Cost of Sales. Cost of sales increased by $25.8 million, or 31.6%, to
$107.5 million for the year ended December 31, 2001 from $81.7 million for the
year ended December 31, 2000. When adjusted for the sale of NMF and NMPM during
the year, cost of sales increased $59.5 million, or 130.4%. This increase in
cost of sales was primarily attributable to increased production volume within
the Company's Automotive Group related to value added services and steel. In
addition, cost of sales increased due to the inclusion of the full year results
of the Logistics Group. As a percentage of revenue, cost of sales increased to
77.8% in 2001, or 4.6%, from 74.4% in 2000. When adjusted for the sale of NMF
and NMPM during the year, cost of sales increased 11.7%. This increase in cost
of sales as a percentage of revenue was primarily the result of the inclusion of
the Logistics Group for the full year of 2001. The inclusion of the Logistics
Group increased cost of sales as a percentage of revenue due to the fact that
this business generates higher cost of sales as compared to the Company's other
operating entities.

         Gross Margin. Gross margin increased $2.7 million, or 9.6%, to $30.8
million for the year ended December 31, 2001 from $28.1 million for the year
ended December 31, 2000. When adjusted for the sale of NMF and NMPM during the
year, gross margin increased $10.4 million, or 51.1%. As a percentage of sales,
gross margin decreased 13.3% to 22.2% in 2001 from 25.6% in 2000. When adjusted
for the sale of NMPM and NMF, gross margin as a percentage of sales decreased
26.3%. The increase in gross margin was primarily the result of increased volume
in value added services within the Company's Automotive Group combined with the
full year ownership of the Company's Logistic Group. As a percentage of sales,
the gross margin decline was primarily the result of lower gross margins in the
Logistics Group.

         Selling, General and Administrative Expenses. The Company's selling,
general and administrative expense (SG&A) decreased $0.5 million, or 2.3%, to
$22.5 million for the year ended December 31, 2001 from $23.0 million for the
year ended December 31, 2000. When adjusted for the sale of NMF and NMPM during
the year, SG&A increased $3.5 million, or 18.9%. This increase was primarily the
result of the inclusion of the Company's Logistics Group for the full year,
partially offset by lower expenses within the Company's Automotive Group.

         Operating Profit. As a result of the foregoing factors, operating
profit increased $3.2 million, or 62.8%, to $8.3 million for the year ended
December 31, 2001 from $5.1 million for the year ended December 31, 2000. When
adjusted for the sale of NMF and NMPM during the year, operating profit
increased $7.0 million.

         Interest Expense. Interest expense increased $1.7 million, or 58.6%, to
$4.6 million for the year ended December 31, 2001 from $2.9 million for the year
ended December 31, 2000. The increase in interest expense was primarily due to
increased borrowings related to the acquisition of the Company's Logistics Group
during the third quarter of 2000, the temporary financing of the sale of NMF and
NMPM during the first and second quarters, and investments in property plant and
equipment.

         Interest Income. Interest income for the year ended December 31, 2001
of $1.6 million was primarily the result of the temporary financing by the
Company of the sale of NMF and NMPM during the first and second quarters of
2001, as well as a note receivable related to the same transaction.

         Other Income. Other income increased $1.4 million to $1.6 million for
the year ended December 31, 2001 from $0.2 million for the period ended December
31, 2000. This increase is primarily the result of the assignment of rights
related to a prior acquisition for $0.6 million and the recording of fee income
of $1.0 million related to the arrangement of financing for SET in connection
with its purchase of NMF and NMPM earlier this year. This income was partially
offset by the recognition of losses by the Company related to SCO Logistics in
the third quarter.

         Income Tax Expense. Income tax expense increased $1.6 million, or
133.3%, to $2.8 million for the year ended December 31, 2001 from $1.2 million
in 2000. This increase was primarily due to


                                       19
<PAGE>
increased earnings before taxes resulting from increased revenue. In addition,
The Company incurred a one-time income tax charge of $1.1 million in connection
with the difference between the book and tax basis from the sale of NMF and NMPM
earlier this year. The Company also recorded a one-time reduction in income tax
expense primarily from the utilization of foreign tax credits against federal
income tax expense.

         Net Earnings. As a result of the foregoing factors, net earnings from
continuing operations before extraordinary item increased $2.9 million, or
241.7%, to $4.1 million for the year ended December 31, 2001 from $1.2 million
for the year ended December 31, 2000.

         Extraordinary Item. An after-tax extraordinary gain of $1.6 million was
recorded in connection with the Company's acquisition by NCE of certain assets
of Eagle-Picher, Inc.'s construction equipment division. This gain was the
result of the implementation of Statement of Financial Accounting Standards
(SFAS) Statement  No. 141, "Business Combinations" which requires the excess of
the fair value of acquired net assets over the cost associated with an
acquisition be recognized as an extraordinary gain in the period in which the
transaction occurs.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

         Net Sales. Net sales increased by $24.5 million, or 28.8%, to $109.8
million for the year ended December 31, 2000 from $85.3 million for the year
ended December 31, 1999. The substantial increase in net sales is primarily
attributable to the acquisition of the Company's Logistics Group during the
third quarter of 2000 and increased sales of laser welded tailored blanks.
Logistics Group sales were $21.8 million in 2000. This represents 89.0% of the
year over year sales increase.

         Cost of Sales. Cost of sales increased by $25.2 million, or 44.7%, to
$81.7 million for the year ended December 31, 2000 from $56.4 million for the
year ended December 31, 1999. As a percent of net sales, cost of sales increased
to 74.4% from 66.1% primarily due to the inclusion of the Logistics Group, which
has a higher costs of sales as a percentage of revenue (79%). In addition, 2000
costs of sales include an unfavorable mix of products produced and longer plant
shutdowns within the Automotive Group as compared to 1999.

         Gross Margin. The increased level of net sales, primarily due to the
acquisition of the Logistics Group, was more than offset by the decrease in
margin within the Automotive Group. This resulted in a decrease of gross margin
to $28.1 million for the year ended December 31, 2000 from $28.8 million for the
year ended December 31, 1999, a decline of 2.5%.

         Selling, General and Administrative Expenses. The Company's selling,
general and administrative expenses increased by $7.2 million, or 45.6%, to
$23.0 million for the year ended December 31, 2000 from $15.8 million for the
year ended December 31, 1999. This increase was primarily due to the acquisition
of the Logistics Group and the integration costs associated with the
acquisition, as well as a $3.9 million restructuring charge recorded by the
Company in the fourth quarter of 2000 related to the consolidation of operations
within its Automotive Group.

         Operating Profit. As a result of the foregoing factors, operating
profit decreased by $8.0 million, or 61.1%, to $5.1 million for the year ended
December 31, 2000 from $13.1 million for the prior year.

         Interest Expense. Interest expense increased by $1.1 million, or 61.1%,
to $2.9 million for the year ended December 31, 2000 from $1.8 million for the
year ended December 31, 1999. The increase is primarily attributable to
increases in the Company's long-term debt to finance additions to property,
plant and equipment, higher working capital related to increased sales, as well
as to the acquisition of the Logistics Group.

         Net Earnings. As a result of the foregoing factors, net earnings from
continuing operations




                                       20
<PAGE>


before extraordinary item decreased by $6.1 million to $1.2 million for the
period ended December 31, 2000 from $7.3 million for the period ended December
31, 1999.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash requirements have historically been satisfied
through a combination of cash flow from operations, equity and debt financings
and loans from stockholders. Working capital needs and capital equipment
requirements have increased as a result of the growth of the Company and are
expected to continue to increase as a result of anticipated growth. Anticipated
increases in required working capital and capital equipment expenditures are
expected to be met from the cash flow from operations, equipment financing and
revolving credit borrowings. As of December 31, 2001, the Company had a working
capital deficit of approximately $27.4 million. This deficit was the result of
the inclusion of the Company's credit facility in current liabilities due to its
maturity in July 2002. The Company believes it has the ability and intent to
renew the current credit facility on similar terms. The Company completed the
sale of NMPM and NMF on February 16, 2001, which, resulted in cash received of
$23.2 million. This cash was applied to the reduction in borrowings under the
Company's credit facility.

         The Company generated cash from continuing operations of $0.4 million
for the year ended December 31, 2001. Net cash generated by continuing operating
activities was primarily the result of net earnings and increases in accounts
payable, as well as depreciation and amortization expenses. This was partially
offset by increases in operating assets, receivables, inventory and accounts
receivable and decreases in income taxes payable and accrued liabilities. The
significant increase in accounts receivable of $15.0 million is primarily the
result of the acquisition of NCE and the increased sale of steel as part of the
Company's automotive operations. The increase in inventories of $5.4 million is
also primarily the result of the acquisition of NCE.

         The Company generated cash in investing activities of $9.4 million for
the year ended December 31, 2001. This was primarily the result of the sale of
NMPM and NMF as well as the sale of certain real estate, partially offset by the
purchase of NCE and expenditures for property, plant and equipment.

         The Company used $9.9 million in cash flow from financing activities
for the year ended December 31, 2001, primarily for payments on bank borrowings
as discussed below. The Company made payments on long-term debt of $6.3 million;
extinguished convertible subordinated debentures of $1.1 million, redeemed
common and preferred stock of $1.3 million, paid dividends of $2.0 million and
issued common stock of $1.1 million.

The Company maintains a syndicated secured revolving credit facility (the
"Credit Facility") with Comerica Bank N.A. The amount of the facility was $50.0
million at December 31, 2001. At December 31, 2001 the Company had borrowed $0.7
million greater than its Credit Facility with the permission of the lender. The
Credit Facility was increased to $52.5 million in March 2002. The Credit
Facility expires in July 2002. The Company is in active negotiations with its
lender and believes it has the ability and intent to renew its credit facility
on similar terms. The Credit Facility is secured by assets of the Company and
its subsidiaries and provides for the issuance of up to $5 million in standby or
documentary letters of credit. The Credit Facility may be utilized for general
corporate purposes, including working capital and acquisition financing, and
provides the Company with borrowing options for multi-currency loans. Borrowing
options include a Eurocurrency rate, or a base rate. Advances under the facility
bore interest at an effective rate of approximately 4.7% and 8.0% as of December
31, 2001 and 2000, respectively. Costs of originating the Credit Facility of
$.69 million are being amortized over three years. The unamortized balance of
origination costs is $.11 million at December 31, 2001 and is included in other
assets. The Credit Facility is subject to customary financial and other
covenants including, but not limited to, limitations on consolidations,
mergers, and sales of assets, and bank approval on acquisitions over
$25 million. In addition, the Company



                                       21
<PAGE>


currently guarantees $10.0 million of SET Enterprises, Inc. senior debt in
connection with its purchase of NMF and NMPM. As of the date of this report, the
Company believes that the lenders will not call the guarantee.

         The Company has, from time to time been in violation of certain of its
financial debt ratio covenants and covenants relating to the issuance of
preferred stock and the payment of preferred and common stock dividends,
requiring it to obtain waivers of default from its lenders. At December 31, 2001
and the date of this report, the Company is in compliance with all of its debt
covenants under the Credit Facility.

         On July 31, 1998 and concluding August 10, 1998 the Company closed a
private offering of 6% Convertible Subordinated Debentures (the "Debentures")
for gross proceeds of $20.76 million. The proceeds were used to reduce the
amount of outstanding advances under the Credit Facility. The Debentures mature
on July 31, 2005 and interest is payable on January 31 and July 31 of each year;
provided, however, that for the first three years, in lieu of cash interest,
additional Debentures were issued. During the years ended December 31, 1999,
2000, and 2001 the Company issued $1.2 million, $1.1 million and $1.0 million,
respectively, in additional debentures as payment of interest. The Debentures
are unsecured obligations of the Company which may be redeemed by the Company
during the six months beginning January 31, 2000 at 110% of the principal amount
(plus accrued interest) and at 107.5%, 104.5%, 102.5%, 101% and 100.5% during
each 12 month period following. Commencing November 30, 1998, the Debentures
became convertible into Common Stock at $14.3125 per share (subject to
adjustment). Beginning January 31, 2004 and on each July 31 and January 31
thereafter, the Company is required to redeem for cash 25% of the outstanding
principal amount of the Debentures through the maturity date. During 2001, the
Company redeemed $1.1 million of debentures for $0.35 million in cash and 50,000
shares of the Company's Common Stock. Offering costs of $1.114 million on the
original issuance are being amortized over seven years. The unamortized balance
of offering costs is $0.452 million at December 31, 2001 and is included in
other assets.

         On December 16, 1998 and concluding December 22, 1998 the Company
closed a private offering of Junior Subordinated Notes (the "Junior Notes"),
together with 105,000 warrants to purchase shares of Common Stock of the Company
at an exercise price of $10.00 per share expiring on the maturity date, for
gross proceeds of $3.5 million with $.141 million, or $1.34 per share,
attributable to the warrants. The proceeds were used to reduce the Credit
Facility. The Junior Notes have not been registered under the Securities Act of
1933 and were sold to qualified investors as part of a private offering pursuant
to Regulation D of a maximum of $10 million in principal amount of Junior Notes.
The Junior Notes are unsecured obligations of the Company, which may be redeemed
by the Company upon five days prior notice without penalty or premium. The
Junior Notes mature on December 1, 2003 and interest is payable on June 1 and
December 1 of each year at a stated rate of 7% and an effective rate of 8%.
Offering costs of $.199 million are being amortized over five years. The
unamortized balance of offering costs is $0.075 million at December 31, 2001 and
is included in other assets.

         The liquidity provided by the Company's existing and anticipated credit
facilities, combined with cash flow from continuing operations is expected to be
sufficient to meet currently anticipated working capital and capital expenditure
needs and for existing debt service for at least 12 months. There can be no
assurance, however, that such funds will not be expended prior thereto due to
changes in economic conditions or other unforeseen circumstances, requiring the
Company to obtain additional financing prior to the end of such 12-month period.
In addition, the Company continues to evaluate, as part of its business
strategy, and may pursue future growth through opportunistic acquisitions of
assets or companies involved in the automotive component supply, heavy
equipment, logistics and distribution industries, which acquisitions may involve
the expenditure of significant funds. Depending upon the nature, size and timing
of such future acquisitions, the Company may be required to obtain additional
debt or equity financing in connection with such future acquisitions. There can
be no assurance, however, that additional financing will be available to the
Company, when and if needed, on acceptable terms or at all.



                                       22
<PAGE>



         The Company's off balance sheet financing consists primarily of
operating leases for equipment and property. These leases have terms ranging
from a month-to-month basis to ten years. In 2001, rent expense was
approximately $2.5 million. From 2002 through 2006 the Company will make minimum


<TABLE>
<CAPTION>


                    YEAR ENDED
                    DECEMBER 31,
                    ------------
                    <S>                     <C>
                    2002                     $ 5,228
                    2003                       4,426
                    2004                       4,134
                    2005                       4,028
                    2006                       3,919
                    Thereafter                11,624
                                             -------
                                             $33,359
                                             =======
</TABLE>

lease payments as follows:


         The Company also expects minimum rental income of approximately $1.2
million per year for the period 2002 through 2012 related to the sublease of a
portion of one of the Company's manufacturing facilities to a third party.

SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows.

     PROPERTY, PLANT  AND EQUIPMENT

         The Company's automotive and heavy equipment operations are highly
capital intensive. At December 31, 2001 more than 70% of the Company's fixed
assets were directly related to the production of products. Property, plant and
equipment are stated at cost. Depreciation is provided for using the straight
line and various accelerated methods over the estimated useful lives of the
assets which range from 5 to 39 years for buildings and improvements and 3 to 10
years for machinery and equipment. Expenditures for maintenance and repairs are
charged to expense as incurred. The Company capitalizes interest cost associated
with construction in progress. Capitalized interest costs in 2000 and 2001 were
$1.3 million and $0.4 million respectively. The Company periodically reviews the
realization of long-lived assets, based on an evaluation of remaining useful
lives and the current and expected future profitability and cash flows related
to such assets.


     GOODWILL

Goodwill is the excess of cost over the fair value of net assets acquired and
through December 31, 2001 was amortized over a 20-year period on the
straight-line method. On January 1, 2002 the Company implemented Statement of
Financial Accounting Standards (SFAS) Statement No. 142 "Goodwill and Other
Intangible Assets." Under SFAS 142 goodwill and other intangible assets are no
longer amortized. As required under SFAS 142 management will regularly evaluate
the carrying value of businesses and determine if any impairment exists. As part
of the evaluation, the Company will estimate the fair value of the reporting
unit to determine whether or not impairment has occurred.

     INFLATION

         Inflation generally affects the Company by increasing the interest
expense of floating rate indebtedness and by increasing the cost of labor, fuel,
equipment and raw materials.  The Company does




                                       23
<PAGE>
not believe that inflation has had any material effect on its business over the
past three years.




IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

         Effective January 1, 2000 the Company adopted SFAS Statement No. 133
"Accounting for Derivative Instruments and Hedging Activities", as amended. The
adoption of SFAS 133 did not have a material effect on the Company's financial
statements.

         In July 2001, SFAS No. 142 "Goodwill and Other Intangible Assets" was
issued effective for all fiscal years beginning after December 15, 2001. SFAS
142 establishes criteria for the recognition of intangible assets and their
useful lives. It also results in the ceasing of the amortization of goodwill and
requires companies to test goodwill for impairment on an annual basis. The
Company is required to adopt SFAS 142 on January 1, 2002. The Company is
currently evaluating the impact that SFAS 142 will have on its financial
condition and results of operations. The Company expects that it will no longer
record approximately $2.6 million of annual amortization associated with its
$41.9 million of goodwill and intangible assets.

         In October, 2001 SFAS No. 144 "Accounting for the Impairment of
Long-Lived Assets" was issued effective for all fiscal years beginning after
December 15, 2001. SFAS 144 addresses implementation issues associated with SFAS
121 and improves financial reporting by establishing one accounting model for
long-lived assets to be disposed of by sale. The adoption of SFAS 144 is not
expected to have a material effect on the Company's financial statements.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         The Company is exposed to the impact of foreign currency fluctuations.
International revenues from the Company's foreign subsidiaries were
approximately 11% of total revenues for fiscal 2001. The Company's primary
foreign currency exposure is the Canadian Dollar. The Company manages its
exposures to foreign currency assets and earnings primarily by funding certain
foreign currency denominated assets with liabilities in the same currency and,
as such, certain exposures are naturally offset.

         The Company's financial results are affected by changes in U.S. and
foreign interest rates due primarily to the Company's Credit Facility containing
a variable interest rate. The Company does not hold any other financial
instruments that are subject to market risk (interest rate risk and foreign
exchange rate risk).





                                       24

<PAGE>
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

        NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES CONSOLIDATED FINANCIAL
          STATEMENTS

<TABLE>
<S>                                                                                                    <C>
                  Independent Auditors' Reports.........................................................26

                  Consolidated Balance Sheets--December 31, 2000 and 2001...............................28

                  Consolidated Statements of Earnings--For the years ended
                           December 31, 1999, 2000 and 2001.............................................30

                  Consolidated Statements of Stockholders' Equity--For the
                           years ended December 31, 1999, 2000 and 2001.................................32

                  Consolidated Statements of Comprehensive Income --
                           For the years ended December 31, 1999, 2000 and 2001.........................33

                  Consolidated Statements of Cash Flows--For the years
                           ended December 31, 1999, 2000 and 2001.......................................34

                  Notes to Consolidated Financial Statements............................................36
</TABLE>




                                       25
<PAGE>
                          INDEPENDENT AUDITORS' REPORT








To the Board of Directors and Stockholders of
Noble International, Ltd. and Subsidiaries

We have audited the accompanying consolidated balance sheet of Noble
International, Ltd. (a Delaware corporation) and Subsidiaries (the "Company") as
of December 31, 2001 and the related consolidated statements of earnings,
stockholders' equity, comprehensive income and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audit provides a reasonable
basis for our opinion.

In our opinion, such 2001 consolidated financial statements, present fairly, in
all material respects, the financial position of Noble International, Ltd. and
Subsidiaries as of December 31, 2001, and the results of their operations and
their cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP


Detroit, Michigan
March 11, 2002









                                       26
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors
Noble International, Ltd.


We have audited the accompanying consolidated balance sheet of Noble
International, Ltd. (a Delaware corporation) and Subsidiaries as of December 31,
2000 and the related consolidated statements of earnings, stockholders' equity,
comprehensive income and cash flows for each of the two years in the period
ended December 31, 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to above, present
fairly, in all material respects, the consolidated financial position of Noble
International, Ltd. and Subsidiaries as of December 31, 2000, and the
consolidated results of their operations and cash flows for each of the two
years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America.





Southfield, Michigan
January 31, 2001 (except for the first
four sentences of the paragraph titled
Noble Metal Forming, Inc., Noble Metal
Processing -- Midwest, Inc. and S.E.T.
Steel, Inc. contained in Note K, as to
which the date is March 28, 2001)




                                       27
<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                               YEARS ENDED DECEMBER 31,
                                                             ---------------------------
                                   ASSETS                       2000              2001
                                                             ----------------------------
                                                                     (in thousands)
<S>                                                          <C>                <C>
CURRENT ASSETS
Cash and cash equivalents                                    $  1,091           $    943
                                                             ========           ========
  Accounts receivable, trade, net of allowance for
    doubtful accounts of $427 and $242 at December 31,
    2000 and 2001, respectively                                20,214             32,556
  Inventories                                                   8,185             20,495
  Income taxes refundable                                        --                  492
  Prepaid expenses and other assets                             1,312              2,708
  Deferred income taxes                                         1,566                506
                                                             --------           --------

Total current assets                                           32,368             57,700

PROPERTY, PLANT AND EQUIPMENT, NET                             58,673             46,989

OTHER ASSETS
  Goodwill, net of accumulated amortization of $5,177
    and $6,516 at December 31, 2000 and 2001, respectively     50,148             40,755
  Covenants not to compete, net of accumulated
    amortization of $671 and $921 at December 31, 2000
    and 2001, respectively                                      1,389              1,139
  Other                                                         2,629             10,356
                                                             --------           --------

Total non-current assets                                       54,166             52,250
                                                             --------           --------

Total assets                                                 $145,207           $156,939
                                                             ========           ========

</TABLE>




       The accompanying notes are an integral part of these consolidated
                             financial statements.



                                       28
<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS - CONTINUED

--------------------------------------------------------------------------------




<TABLE>
<CAPTION>
                                                          YEARS ENDED DECEMBER 31,
                                                      -------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY                     2000                  2001
                                                      -------------------------------
                                                     (in thousands, except share data)
<S>                                                   <C>                   <C>

CURRENT LIABILITIES
 Current maturities of long-term debt                 $     420             $  51,035
 Accounts payable                                        12,180                21,231
 Accrued liabilities                                     10,303                12,823
 Income taxes payable                                       143                  --
                                                      ---------             ---------
Total current liabilities                                23,046                85,089

LONG-TERM DEBT, EXCLUDING CURRENT MATURITIES             53,743                   809

CONVERTIBLE SUBORDINATED DEBENTURES                      16,252                16,110

JUNIOR SUBORDINATED NOTES                                 3,359                 3,439

DEFERRED INCOME TAXES                                     3,230                 2,658

PUTABLE COMMON STOCK (133,756 SHARES)                     1,336                 1,203

REDEEMABLE PREFERRED STOCK                                  400                   250

STOCKHOLDERS' EQUITY
 Preferred stock, $100 par value, 10% cumulative,
   authorized 150,000 shares                                 --                    --
 Common stock, $.001 value authorized 20,000,000
   shares, issued 7,234,319 and 7,519,186 shares in
   2000 and 2001, respectively                           22,857                22,871
 Paid-in capital                                            121                   121
 Retained earnings                                       21,217                24,857
 Accumulated comprehensive loss                            (354)                 (468)
                                                      ---------             ---------
Total stockholders' equity                               43,841                47,381
                                                      ---------             ---------
Total liabilities and stockholders' equity            $ 145,207             $ 156,939
                                                      =========             =========
</TABLE>







        The accompanying notes are an integral part of these consolidated
                             financial statements.




                                       29
<PAGE>

                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENT OF EARNINGS

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31,
                                                            ------------------------------------
                                                               1999         2000        2001
                                                            ------------------------------------
                                                            (In thousands except per share data)
<S>                                                         <C>          <C>          <C>
Net sales
 Products                                                   $  85,266    $  87,955    $  77,290
 Services                                                        --         21,826       60,938
                                                            ------------------------------------
Total net sales                                             $  85,266    $ 109,781    $ 138,228

Cost of sales
 Products                                                      56,438       64,457       59,234
 Services                                                        --         17,219       48,239
                                                            ------------------------------------
Total cost of sales                                            56,438       81,676      107,473

Gross margin                                                   28,828       28,105       30,755

Selling, general and administrative expenses                   15,760       23,004       22,472
                                                            ------------------------------------

 Operating profit                                              13,068        5,101        8,283

Other income (expense):
 Interest income                                                    4            5        1,587
 Interest expense                                              (1,819)      (2,929)      (4,586)
 Other, net                                                       276          235        1,616
                                                            ------------------------------------
                                                               (1,539)      (2,689)      (1,383)
                                                            ------------------------------------
Earnings from continuing operations before income
 taxes and extraordinary items                                 11,529        2,412        6,900

Income tax expense                                              4,235        1,196        2,805
                                                            ------------------------------------
Earnings from continuing operations
  before extraordinary items                                    7,294        1,216        4,095
Preferred stock dividends                                          61           49           27
                                                            ------------------------------------

Earnings on common shares from continuing operations            7,233        1,167        4,068

Discontinued Operations:
(Loss) from discontinued operations
 (less income taxes of $(230) and $(61) in 1999 and 2000)        (472)        (115)        --
Gain on sale of discontinued operations (less income
 taxes of $5,561)                                                --         10,044         --
                                                            ------------------------------------
Earnings on common shares before extraordinary items            6,761       11,096        4,068

Extraordinary item - (loss) on extinguishment of debt
 (less income tax of ($121))                                     --           (304)
Extraordinary item - gain on acquisition
 (less income tax of $807)                                       --                       1,567
                                                            ------------------------------------

Net earnings on common shares                               $   6,761    $  10,792    $   5,635
                                                            ===================================
</TABLE>





        The accompanying notes are an integral part of these consolidated
                             financial statements.




                                       30
<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENT OF EARNINGS -CONTINUED

--------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                           YEARS ENDED DECEMBER 31,
                                                               -------------------------------------------
                                                                   1999             2000            2001
                                                               -------------------------------------------
                                                                             (In thousands)
<S>                                                            <C>              <C>              <C>

Basic earnings per common share:
Earnings from continuing operations before
    extraordinary item                                             $1.01            $0.16            $0.61
Earnings (loss) from discontinued operations                       (0.07)            1.40              --
Extraordinary item - (loss) on extinguishment of debt                --             (0.04)             --
Extraordinary item - gain on acquisition                             --               --              0.24
                                                               -------------------------------------------
 Basic earnings per common share                                   $0.94            $1.52            $0.85
                                                               ===========================================
Basic weighted average common shares outstanding               7,192,328        7,112,311        6,626,212
                                                               ===========================================
Diluted earnings per common share:
Earnings from continuing operations before
    extraordinary item                                             $0.92            $0.16            $0.61
Earnings (loss) from discontinued operations                       (0.05)            1.37              --
Extraordinary item - (loss) on extinguishment of debt                 --            (0.04)             --
Extraordinary item - gain on acquisition                              --               --             0.24
                                                               -------------------------------------------
   Diluted earnings per common share                               $0.87            $1.49            $0.85
                                                               ===========================================
Diluted weighted average common shares outstanding
 and equivalents                                               8,530,981        7,234,786        6,650,861
                                                               ===========================================
</TABLE>





        The accompanying notes are an integral part of these consolidated
                             financial statements.








                                       31
<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                       (In thousands)
                                                                                            ACCUMULATED
                                                                               RETAINED        OTHER
                                                       COMMON       PAID-IN    EARNINGS    COMPREHENSIVE
                                                       STOCK        CAPITAL    (DEFICIT)       LOSS       TOTAL
                                                      -----------------------------------------------------------

<S>                  <C> <C>                          <C>           <C>       <C>          <C>           <C>
 Balance at December 31, 1998                         $ 27,338        $141    $    5,244     $(386)      $ 32,337

 Redemption of 6,017 shares of
      common stock                                         (41)         --            --        --            (41)

Exercise of 1,046 warrants in connection                    11          --            --        --             11
    with the initial public offering

Exercise of options under stock option plan                 62          --            --        --             62

Conversion of subordinated debt
  into 32,907 shares                                       453          --            --        --            453

Exercise of 15,000 warrants in connection
  with junior notes                                        170         (20)           --        --            150

Dividends paid on redeemable
  preferred stock                                           --          --           (61)       --            (61)

Net earnings                                                --          --         6,822        --          6,822

Equity adjustment from foreign currency
  translation                                               --          --            --       120            120
                                                      -----------------------------------------------------------
Balance at December 31, 1999                            27,993         121        12,005      (266)        39,853

Redemption of 625,823 shares of common
  stock                                                 (5,136)         --            --        --         (5,136)
Dividends paid on redeemable preferred
    stock                                                   --          --           (49)       --            (49)

Dividends paid on common stock                              --          --        (1,580)       --         (1,580)

Net earnings                                                --          --        10,841        --         10,841

Equity adjustment from foreign
  currency translation                                      --          --            --       (88)           (88)
                                                      ------------------------------------------------  ---------
Balance at December 31, 2000                            22,857         121        21,217      (354)        43,841

Redemption of 197,800 shares of common stock            (1,141)         --            --        --         (1,141)

Issuance of 53,030 shares of common stock in
  connection with NCE acquisition                          350          --            --        --            350

Issuance of 50,000 shares of common stock in
  connection with bond retirement                          715          --            --        --            715

Issuance of 13,332 shares of common stock as                --
  director compensation                                     90          --            --        --             90

Dividends paid on common stock                              --          --        (1,995)       --         (1,995)

Dividends paid on redeemable preferred stock                --          --           (27)       --            (27)

Net earnings                                                --          --         5,662        --          5,662

Equity adjustment from foreign currency translation         --          --            --      (114)          (114)
                                                      -----------------------------------------------------------
Balance at December 31, 2001                          $ 22,871    $    121    $   24,857  ($   468)      $ 47,381
                                                      ===========================================================
</TABLE>






       The accompanying notes are an integral part of these consolidated
                              financial statements





                                       32
<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               YEARS ENDED DECEMBER 31,
                                                              1999      2000     2001
                                                                 (In thousands)
                                                             --------------------------
<S>                                                          <C>       <C>       <C>
Net earnings                                                 $6,761    $10,792   $5,635

Other comprehensive income (loss), equity adjustment
 from foreign currency  translation, net of tax                 120        (88)    (114)
                                                             --------------------------
Comprehensive income                                         $6,881    $10,704   $5,521
                                                             ==========================
</TABLE>







        The accompanying notes are an integral part of these consolidated
                             financial statements.
















                                       33
<PAGE>


                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

--------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                              YEARS ENDED DECEMBER 31,
                                                                         -------------------------------
                                                                            1999         2000       2001
                                                                         -------------------------------
                                                                                  (In thousands)
<S>                                                                     <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net earnings from continuing operations before extraordinary items:   $  7,294    $  1,216    $  4,095
  Cash provided by (used in) operations:
  Interest expense                                                         1,239       1,203       1,519
  Depreciation of property, plant and equipment                            4,705       5,577       4,758
  Loss from unconsolidated entity                                             --          --         100
  Amortization of goodwill and intangibles                                 1,924       2,440       2,634
  Deferred income taxes                                                    1,277        (299)        357
  Loss (gain) on sale of fixed assets                                         --        (437)        221
CHANGES IN OPERATING ASSETS AND LIABILITIES, NET OF EFFECTS
  OF ACQUISITIONS
  (Increase) in accounts receivable                                         (330)     (2,061)    (15,018)
  (Increase) in inventories                                               (1,018)     (1,124)     (5,442)
  (Increase) decrease in prepaid expenses                                   (941)        507      (1,223)
  (Increase) in other assets                                                (649)       (281)       (184)
  Increase in accounts payable                                             2,284         207       9,980
  Increase (decrease) in income taxes payable                             (1,845)      1,702        (420)
  Increase (decrease) in accrued liabilities                              (3,341)        574        (958)
                                                                         -------------------------------

  Net cash provided by continuing operations                              10,599       9,224         419

  Net cash used in discontinued operations                               (23,432)       (115)         --
                                                                         -------------------------------
  Net cash provided by (used in) operating activities                    (12,833)      9,109         419
                                                                         -------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Net proceeds from sale of discontinued operations                           --      77,254          --
  Purchase of property, plant and equipment                              (12,350)    (10,236)     (8,701)
  Proceeds from sale of businesses                                          --          --        23,151
  Acquisitions of businesses, net of cash acquired                        (3,885)    (21,231)     (6,910)
  Proceeds from sale of fixed assets                                          --       1,660       2,475
  Other receivable                                                            --          --        (603)
                                                                         -------------------------------
  Net cash (used in) provided by investing activities                    (16,235)     47,447       9,412
                                                                         -------------------------------
</TABLE>






        The accompanying notes are an integral part of these consolidated
                             financial statements.









                                       34
<PAGE>

                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS -- CONTINUED

--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                               YEARS ENDED DECEMBER 31,
                                                        --------------------------------
                                                           1999        2000        2001
                                                        --------------------------------
                                                                  (In thousands)
<S>                                                     <C>         <C>         <C>
CASH FLOWS FROM FINANCING ACTIVITIES
 Repayments of notes payable - related parties            (1,672)     (5,000)         --
 Proceeds from issuance of common stock                      243          --       1,155
 Redemption of redeemable preferred stock                   (187)       (113)       (150)
 Redemption of common stock                                  (41)     (5,136)     (1,141)
 Redemption of convertible subordinated debentures            --      (6,376)     (1,105)
 Dividends paid on preferred stock                           (61)        (49)        (27)
 Dividends paid on common stock                               --      (1,580)     (1,995)
 Payments on long-term debt                                 (780)     (5,301)       (300)
 Net proceeds (payments) on note payable to bank          31,321     (32,507)     (6,302)
                                                        --------------------------------
 Net cash provided by (used in) financing activities      28,823     (56,062)     (9,865)
 Effect of exchange rate changes on cash                     120         (88)       (114)
                                                        --------------------------------
 Net (decrease) increase in cash and cash equivalents       (125)        406        (148)
 Cash and cash equivalents at beginning of period            810         685       1,091
                                                        --------------------------------
 Cash and cash equivalents at end of period             $    685    $  1,091    $    943
                                                        ================================

SUPPLEMENTAL CASH FLOW DISCLOSURE
 Cash Paid For:
    Interest                                            $  9,268    $  3,188    $  2,948
                                                        --------------------------------
    Taxes (net of refunds)                                 2,230       4,633       1,569
                                                        --------------------------------
 Fair value of assets acquired, including goodwill
     in 1999 and 2000                                      5,189      33,625      15,910
 Liabilities assumed                                      (1,304)    (11,169)     (9,389)
 Debt issued                                                  --      (1,225)         --
 Stock issued                                                 --          --         350
                                                        --------------------------------
 Cash paid                                                 3,885      21,231       6,171
                                                        ================================
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITY:
    During 1999, $.472 million of debentures were converted into Common Stock of
    the Company at $14.3125 per common share, at the election of debenture
    holders as provided under terms of the debentures.

    During 1999, 2000 and 2001, the Company issued $1.24 million, $1.1 million
    and $1.0 million of convertible subordinated debentures as payment of
    interest expense.

    During 2001, $1.105 million of convertible subordinated debentures were
    repurchased of which part of the purchase price consisted of 50,000 shares
    of the Company's Common Stock.

    During 2001, 53,030 shares of the Company's Common Stock were issued in
    connection with the purchase of NCE.

        The accompanying notes are an integral part of these consolidated
                             financial statements.







                                       35
<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
  ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying consolidated financial statements as of December 31, 2001 and
for the years ended December 31, 1999 and 2000, include Noble International,
Ltd. and its wholly-owned subsidiaries, Noble Component Technologies ("NCT");
Monroe Engineering Products, Inc. ("Monroe"), Cass River Coating, Inc. (dba
Vassar Industries, "Vassar"), Skandy Corp. ("Skandy"), Utilase Production
Process, Inc. ("UPP"), Noble Metal Forming, Inc. ("NMF"), Noble Metal
Processing, Inc. ("NMP"), Noble Land Holdings, Inc. ("Land Holdings"), Noble
Canada, Inc. ("Noble Canada"), Noble Canada II, Inc. ("Noble Canada II"),
Tiercon Plastics, Inc. (formerly Triam Plastics, Inc.) ("TPI"), Tiercon
Coatings, Inc. (formerly Centrifugal Coaters, Inc.) ("TCI") and Noble Metal
Processing Midwest, Inc. (formerly H&H Steel Processing Company, Inc.) ("NMPM"),
Noble Canada Holdings Limited ("NCH"), Noble Canada Holdings II Ltd. ("NCHII"),
Noble Components & Systems, Inc. ("NCS"), Noble Manufacturing Group, Inc.
("NMG"), (formerly Noble Technologies, Inc.), Noble Metal Processing Canada,
Inc. ("NMPC"), Noble Metal Processing -- Kentucky, LLC ("NMPK"), Noble Logistic
Services, Inc. ("NLS"), Noble Logistic Services, Inc. (formerly Assured
Transportation & Delivery, Inc. and Central Transportation & Delivery, Inc.)
("NLS-CA"), Noble Logistic Services, Inc. (formerly Dedicated Services, Inc.)
("NLS-TX"), Pro Motorcar Products, Inc. ("PMP"), Pro Motorcar Distribution, Inc.
("PMD") and Tiercon Industries, Inc. ("Tiercon") (collectively, "Noble" or the
"Company") from the date of acquisition to the date of disposition, if
applicable. The accompanying consolidated financial statements as of and for the
year ended December 31, 2001 also include Noble Construction Equipment, Inc.
("NCE") (formerly Construction Equipment Direct, Inc. ("CED")). The terms
"Noble" or the "Company" also include NCE.

On February 16, 2001 the Company completed the sale of NMPM and NMF. On December
19, 2001 the Company completed the acquisition of NCE and the subsequent
acquisition of Eagle Picher Industries, Inc.'s construction equipment division.

All significant intercompany balances and transactions have been eliminated in
consolidation.

NATURE OF OPERATIONS

Noble is a holding company, which through its subsidiaries, manufactures a
variety of components and provides design, engineering, assembly and other
services to the automotive and heavy equipment industries, same day delivery
services to a variety of industries, and the distribution of tooling components
and paint measurement gauges. The Company's Automotive Group provides laser
welding, blanking and forming, slitting, cutting and storage products and
services. The Company's Heavy Equipment Group designs and manufactures various
sub assemblies and complete assemblies for the heavy equipment industry. The
Company's Logistics Group provides same day delivery services to a variety of
industries. The Company's Distribution Group is a distributor of tooling
components and paint and coatings related gauges. The principal markets for its
products and services are the United States and Canada.



                                       36
<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
         ACCOUNTING POLICIES (CONTINUED)

     SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows:

     REVENUE RECOGNITION

Revenue is recognized when product is shipped or services are rendered.

     CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, all investments with maturities of
less than three months are considered to be cash equivalents.

     INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out) or market.

     UNBILLED CUSTOMER TOOLING

The costs to manufacture and supply customer-owned tooling are recorded as
unbilled tooling costs when incurred. Amounts incurred are charged to cost of
sales and revenue is recognized when the tooling is shipped and billed to
customers. Provision for losses are provided at the time management anticipates
cost to exceed anticipated customer reimbursements.

     Property, Plant, and Equipment

Property, plant and equipment are stated at cost. Depreciation is provided for
using the straight line and accelerated methods over the estimated useful lives
of the assets, which range from 5 to 39 years for buildings and improvements and
3 to 10 years for machinery and equipment. Expenditures for maintenance and
repairs are charged to expense as incurred. The Company capitalizes interest
cost associated with construction in progress. Capitalized interest costs in
1999, 2000 and 2001 were $0.61 million, $1.3 million and $0.4 million
respectively.

     Goodwill and Covenants Not to Compete

Goodwill is the excess of cost over the fair value of net assets acquired and
through December 31, 2001 was amortized over a 20-year period on the
straight-line method. On January 1, 2002 the Company was required to implement
Statement of Financial Accounting Standards (SFAS) Statement No. 142 "Goodwill
and Other Intangible Assets." Under SFAS 142 goodwill and other intangible
assets are no longer amortized. As required under SFAS 142 management will
regularly evaluate the carrying value of businesses and determine if any
impairment exists. Amortization of goodwill and intangibles was $2.6 million in
2001. Covenants not to complete are amortized over the life of the agreement,
typically three to five years.

                                       37

<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------


NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)

     IMPAIRMENT OF LONG-LIVED ASSETS

The Company periodically reviews the realization of long-lived assets, including
goodwill, based on an evaluation of remaining useful lives and the current and
expected future profitability and cash flows related to such assets.

    INCOME TAXES

The Company records the provision for federal and state income taxes under the
asset and liability method. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases, and the effect of operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the period that
includes the enactment date.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments include cash, accounts receivable, accounts
payable, accrued liabilities and long-term debt. The carrying value of these
instruments approximates their estimated fair value based upon rates and terms
available for instruments of similar characteristics.

     USE OF ESTIMATES

In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.

     FOREIGN CURRENCY TRANSLATION

The accounts of the foreign subsidiaries have been translated from its
functional currency to the U.S. dollar. Such translation adjustments are not
included in income, but are accumulated directly in a separate component of
stockholders' equity.

     EARNINGS PER SHARE

Basic earnings per share exclude dilution and are computed by dividing income
available to common stockholders by the weighted-average common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised and converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity.



                                       38
<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------


NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)

During the year ended December 31, 2000, the Company had options and warrants
outstanding of 190,750 and 340,508, respectively, which were excluded from the
computation of diluted earnings per share because their inclusion would have
been anti-dilutive.

The following tables reconcile the numerator and denominator to calculate basic
and diluted earnings on common shares before extraordinary items and
discontinued operations for the years ended December 31, 1999, 2000 and 2001 (in
thousands, except share and per share amounts):


<TABLE>
<CAPTION>
                                                          EARNINGS BEFORE
                                                         EXTRAORDINARY ITEM     SHARES             PER SHARE
                                                            (NUMERATOR)      (DENOMINATOR)         AMOUNTS
                                                          ---------------------------------------------------
<S>                                                       <C>                  <C>                   <C>
YEAR ENDED DECEMBER 31, 1999
Basic earnings per common share:
   Earnings from continuing operations on
    common shares before extraordinary item               $   7,233            7,192,328             $   1.01
  Effect of dilutive securities:
    Contingently issuable shares                                 --               35,092                   --
    Convertible preferred stock                                  --              137,938                (0.02)
    Convertible debentures                                      645            1,005,938                (0.05)
    Underwriters warrants                                        --               10,852                   --
    Warrants in connection with junior
     subordinated notes                                          --                6,170                   --
    Employee warrants                                            --               18,203                   --
    Stock options                                                --              124,460                (0.02)
                                                          ---------------------------------------------------
  Earnings from continuing operations
    per common share assuming dilution                    $   7,878            8,530,981             $   0.92
                                                          ===================================================
YEAR ENDED DECEMBER 31, 2000
  Basic earnings per common share
    Earnings from continuing operations on
     common shares before extraordinary item              $   1,167            7,112,311             $   0.16
  Effect of dilutive securities
    Contingently issuable shares                                 --               35,092                   --
    Stock options                                                --               87,383                   --
                                                          ---------------------------------------------------
  Earnings from continuing operations
    per common share assuming dilution                    $   1,167            7,234,786             $   0.16
                                                          ===================================================
YEAR ENDED DECEMBER 31, 2001
  Basic earnings per common share
  Earnings from continuing operations on
    common shares before extraordinary item               $   4,068            6,626,212             $   0.61
  Effect of dilutive securities
    Contingently issuable shares                                 --               22,987                   --

    Stock options                                                --                1,662                   --
                                                          ---------------------------------------------------
  Earnings from continuing operations
    per common share assuming dilution                    $   4,068            6,650,861             $   0.61
                                                          ===================================================
</TABLE>


                                       39
<PAGE>

                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------


NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)

     NEW ACCOUNTING PRONOUNCEMENTS

In October 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the
Impairment of Disposal of Long-Lived Assets". The new standard requires one
model of accounting for long-lived assets to be disposed of and broadens the
definition of discontinued operations to include a component of a segment. SFAS
144 is effective for fiscal years beginning after December 15, 2001. The Company
does not expect the adoption of SFAS 144 to have a significant impact on its
financial position or results of operations.

         In July 2001, SFAS No. 142 "Goodwill and Other Intangible Assets" was
issued effective for all fiscal quarters of fiscal years beginning after
December 15, 2001. SFAS 142 establishes criteria for the recognition of
intangible assets and their useful lives. It also results in the ceasing of the
amortization of goodwill and requires companies to test goodwill for impairment
on an annual basis. The Company is required to adopt SFAS 142 on January 1,
2002. The Company is currently evaluating the impact of SFAS 142 will have on
its financial condition and results of operations. The Company expects that it
will no longer record approximately $2.6 million of amortization associated with
its $41.9 million of goodwill and intangible assets.

     COMPREHENSIVE INCOME

The Company reports comprehensive income in the financial statements pursuant to
SFAS No. 130, "Reporting of Comprehensive Income." This statement requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. Financial
statements have been reclassified for all periods presented for comparative
purposes.

     SEGMENT REPORTING

The Company reports information about operating segments pursuant to SFAS No.
131, "Disclosure about Segments of an Enterprise and Related Information," which
establishes standards for the way that public business enterprises report
information about operating segments. This statement also establishes standards
for related disclosures about products and services, geographic areas, and major
customers.


NOTE B -- SALE OF PLASTICS AND COATINGS SEGMENT

On January 11, 2000 the Company completed the sale of all of the outstanding
capital stock of its subsidiary, Noble Canada, including Noble Canada's wholly
owned subsidiary Tiercon (the sale of Noble Canada and Tiercon is hereinafter
referred to as the "Tiercon Sale"). In addition, as part of the Tiercon Sale,
the Company through its wholly owned subsidiary NCS, sold all of the outstanding
capital stock of NCS's wholly owned subsidiaries Vassar and NCT, collectively
"Noble Canada", Tiercon, Vassar and NCT comprise all of the operating companies
previously classified as the Company's plastics and coatings industry segment.

The sales price for Noble Canada, Tiercon, Vassar and NCT was $83.8 million in
cash, plus the conversion of 137,938 shares of the preferred stock of Noble
Canada into Common Stock of Noble





                                       40
<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

NOTE B -- SALE OF PLASTICS AND COATINGS SEGMENT (CONTINUED)

Canada (the preferred shares of Noble Canada were convertible into Common Stock
of the Company). The Company retained certain real property previously owned by
Vassar, valued at approximately $0.839 million, and $1.8 million of accounts
receivable of Tiercon. Condensed financial information relating to discontinued
operations and net assets of discontinued operations held for sale is as follows
(in thousands):

NOTE B - SALE OF PLASTIC AND COATINGS SEGMENT

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
Net assets of discontinued operations held for sale;           1999
                                                            --------
<S>                                                        <C>
 Current assets                                             $ 31,272
 Property, plant and equipment, net                           33,122
 Other assets                                                 23,741
                                                            --------
 Total assets                                                 88,135
                                                            --------
 Current maturities of long term debt                            309
 Other current liabilities                                    15,303
 Long term debt, excluding current maturities                    821
 Preferred stock of subsidiaries                               1,308
 Other liabilities                                             3,184
                                                            --------
  Total liabilities                                           20,925
                                                            --------
 Net assets of discontinued operations held for sale          67,210
                                                            ========

Results of operations:
 Net sales                                                  $ 72,559
 Gross profit                                                 11,836
 Operating expenses                                            7,784
 Operating income                                              4,052
 Net (loss)                                                 $   (472)
</TABLE>




NOTE C - INVENTORIES


The major components of inventories were as follows (in thousands):

<TABLE>
<CAPTION>
                                       DECEMBER 31,
                                     2000        2001
                                    -----------------
<S>                                 <C>       <C>
Raw materials and purchased parts   $ 2,615   $14,047
Work in process                         629     2,367
Finished goods                        3,440     3,906
Unbilled customer tooling             1,501       175
                                    -----------------
                                    $ 8,185   $20,495
                                    =================
</TABLE>







                                       41
<PAGE>

                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------



NOTE D -- PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (in thousands):


<TABLE>
<CAPTION>

                                                                   DECEMBER 31,
                                                                 2000        2001
                                                              ---------------------
<S>                                                            <C>          <C>

        Buildings and improvements                             $14,721      $14,285
        Machinery and equipment                                 47,887       37,162
        Furniture and fixtures                                   3,740        2,504
                                                              ---------------------
                                                                66,348       53,951
        Less accumulated depreciation and amortization          21,755       14,193
                                                              ---------------------
                                                                44,593       39,758
        Land                                                     1,129        1,055
        Construction in process                                 12,951        6,176
                                                              ---------------------
                                                               $58,673      $46,989
                                                              =====================
</TABLE>




NOTE E -- OTHER ASSETS

Other assets consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                            DECEMBER 31,
                                                         2000        2001
                                                        -----------------
<S>                                                     <C>       <C>
Note receivable - SET Enterprises, Inc. (See Note I)       --     $ 7,000
Accrued interest - SET Enterprises, Inc. (See Note I)      --         333
Notes Receivable - other                                    518       839
Deferred financing costs - net                            1,106       632
Deposits and other                                        1,005     1,552
                                                        -----------------
                                                        $ 2,629   $10,356
                                                        =================

</TABLE>


NOTE F -- LINE OF CREDIT AND LONG-TERM DEBT

The Company maintains a syndicated secured bank revolving credit facility (the
"Credit Facility") of $50 million at December 31, 2001. At December 31, 2001,
the Company had borrowed $0.7 million more than the Credit Facility limit, with
the permission of the lender. The Credit Facility was increased to $52.5 million
in March 2002 and expires in July 2002. The Company is in active negotiations
with its lender and believes it has the ability and intent to renew its credit
facility on similar terms. The Credit Facility is collateralized by
substantially all the assets of the Company. The Credit Facility may be utilized
for general corporate purposes, including working capital and acquisition
financing and provides the Company with borrowing options. Borrowing options
include a Eurocurrency rate or a base rate (the



                                       42
<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------


NOTE F - LINE OF CREDIT AND LONG-TERM DEBT (CONTINUED)

bank's prime lending rate). Advances under the Credit Facility bore interest at
an effective rate of 8.0% and 4.7% as of December 31, 2000 and 2001,
respectively. The Credit Facility is subject to customary financial and other
covenants including, but not limited to, limitations on consolidations, mergers
and sales of assets, and bank approval on acquisitions in excess of $25 million.
In addition, the Company is guarantor of $10.0 million of SET Enterprises, Inc.
debt related to its purchase of NMF and NMPM. As of the date of this report, the
Company believes that the guarantee will not be called by the lender.

The Company has, from time to time been in violation of certain of its financial
debt ratio covenants and covenants relating to the issuance of preferred stock
and the payment of preferred and common stock dividends, requiring it to obtain
waivers of default from its lenders. As of December 31, 2001, the Company is in
compliance with all of its debt covenants under the Credit Facility.

On July 31, 1998 and concluding August 10, 1998 the Company closed a private
offering of 6% Convertible Subordinated Debentures (the "Debentures") for gross
proceeds of $20.76 million. The proceeds were used to reduce the amount of
outstanding advances under the Credit Facility. The Debentures mature on July
31, 2005 and interest is payable on January 31 and July 31 of each year;
provided, however, that for the first three years, in lieu of cash interest,
additional Debentures were issued. During the years ended December 31, 1999,
2000, and 2001 the Company issued $1.2 million, $1.1 million and $1.0 million,
respectively, in additional debentures as payment of interest. The Debentures
are unsecured obligations of the Company which may be redeemed by the Company
during the six months beginning January 31, 2000 at 110% of the principal amount
(plus accrued interest) and at 107.5%, 104.5%, 102.5%, 101% and 100.5% during
each 12 month period following. Commencing November 30, 1998, the Debentures
became convertible into Common Stock at $14.3125 per share (subject to
adjustment). Beginning January 31, 2004 and on each July 31 and January 31
thereafter, the Company is required to redeem for cash 25% of the outstanding
principal amount of the Debentures through the maturity date. During 2001, the
Company redeemed $1.1 million of debentures for $0.35 million in cash and 50,000
shares of the Company's Common Stock. Offering costs of $1.114 million are being
amortized over seven years. The unamortized balance of offering costs is $0.452
million at December 31, 2001 and is included in other assets.

On December 16, 1998 and concluding December 22, 1998 the Company closed a
private offering of Junior Subordinated Notes (the "Junior Notes"), together
with 105,000 warrants to purchase shares of Common Stock of the Company at an
exercise price of $10.00 per share expiring on the maturity date, for gross
proceeds of $3.5 million with $.141 million, or $1.34 per share, attributable to
the warrants. The proceeds were used to reduce the Credit Facility. The Junior
Notes have not been registered under the Securities Act of 1933 and were sold to
qualified investors as part of a private offering pursuant to Regulation D of a
maximum of $10 million in principal amount of Junior Notes. The Junior Notes are
unsecured obligations of the Company which may be redeemed by the Company upon
five days prior notice without penalty or premium. The Junior Notes mature on
December 1, 2003 and interest is payable on June 1 and December 1 of each year
at a stated rate of 7% and an effective rate of 8%. Offering costs of $.199
million are being amortized over five years. The unamortized balance of offering
costs is $0.075 million at December 31, 2001 and is included in other assets.




                                       43
<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------


NOTE F - LINE OF CREDIT AND LONG-TERM DEBT (CONTINUED)

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

<TABLE>
<CAPTION>
                                                                                 2000        2001
                                                                            -------------------------
<S>                                                                            <C>         <C>
      Credit Facility                                                          $52,523     $50,752

      Other Notes, payable in monthly installments
      totaling $7,985 with interest
      rates ranging from 6% to 25.5% maturing
      through September, 2005                                                      390         92

      Economic Development Revenue Bonds, City of Lawrence,
      Indiana.  With floating monthly interest rate (approximately 3.5%
      at December 31, 2001).  Principal payments of $125,000 and
      interest are due in semi-annual installments through August 2005.          1,250       1,000

      6% Convertible Subordinated Debentures due  2005                          16,252      16,110

      7% Junior Subordinated Debentures due 2003                                 3,359       3,439

                                                                            -------------------------
                                                                                73,774      71,393
      Less current maturities                                                      420      51,035
                                                                            -------------------------
                                                                               $73,354     $20,358
                                                                            =========================
</TABLE>


To aggregate maturities of long-term debt by year as of December 31, 2001 are as
follows (in thousands):



<TABLE>
<S>                              <C>          <C>
                                 2002         $  51,035
                                 2003             3,748
                                 2004             8,305
                                 2005             8,305
                                 2006                 0
                                              ---------

                                              $  71,393
                                              =========
</TABLE>



NOTE G -- COMMITMENTS AND CONTINGENCIES

The Company leases buildings and equipment under operating leases with unexpired
terms ranging from a month-to-month basis to ten years. Rent expense for all
operating leases were (in thousands), approximately $1,401, $1,624 and $2,457
for the years ended December 31, 1999, 2000 and 2001, respectively.






                                       44
<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

NOTE G -- COMMITMENTS AND CONTINGENCIES (CONTINUED)

The future minimum lease payments under these operating leases are as follows
(in thousands):

<TABLE>
<CAPTION>
                 YEAR ENDED
                DECEMBER 31,
                ---------------------------
<S>                              <C>
                    2002           $5,228
                    2003            4,426
                    2004            4,134
                    2005            4,028
                    2006            3,919
                Thereafter         11,624
                                  -------
                                  $33,359
                                  =======
</TABLE>


The Company expects minimum rent payments of approximately $1.2 million per year
for the period 2002 through 2012 related to the sublease of a portion of one of
the Company's manufacturing facilities to a third party. The Company is not a
party to any legal proceedings other than routine litigation incidental to its
business, none of which would have a material adverse impact on the Company's
financial position or results from operations.


NOTE H - INCOME TAXES

The components of earnings from continuing operations before income taxes and
extraordinary items for 1999, 2000 and 2001 are as follows (in thousands):

<TABLE>
<CAPTION>
                        1999            2000           2001
                      ---------------------------------------
<S>                   <C>             <C>           <C>
United States         $ 8,456         $ (110)       $ 5,239
      Foreign           3,073          2,522          1,661
                      ---------------------------------------
                      $11,529         $2,412        $ 6,900
                      ---------------------------------------
</TABLE>




Income taxes have been charged to continuing operations as follows:

<TABLE>
<CAPTION>

                                               DECEMBER 31,
                                1999              2000                 2001
                               ---------------------------------------------
                                              (in thousands)
<S>                            <C>             <C>                    <C>
Current
 Federal                       $2,752            $1,418               $1,236
 State and local                  206                77                   31
                               ---------------------------------------------
                                2,958             1,495                1,267
 Deferred federal               1,277              (299)               1,592
 Deferred state                     -                 -                  (54)
                               ---------------------------------------------
                               $4,235            $1,196               $2,805
                               =============================================
</TABLE>



<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

NOTE H -- INCOME TAXES (CONTINUED)

A reconciliation of the actual federal income tax expense to the expected
amounts computed by applying the statutory tax rate to earnings from continuing
operations before income taxes and extraordinary items is as follows:


<TABLE>
<CAPTION>
                                                           December 31,
                                                1999           2000             2001
                                              ----------------------------------------
                                                          (in thousands)
<S>                                           <C>             <C>             <C>
Expected federal income tax                   $ 3,920         $   820         $ 2,360
Gain on sale of subsidiaries                       --              --           1,054
Foreign tax credit utilization                     --              --            (855)
Difference in Canadian statutory rates            141              50            (235)
Nondeductible items                               117             328             452
State taxes                                       206              77             (23)
Other, net                                       (149)            (79)             52
                                              ----------------------------------------
Actual income tax expense                     $ 4,235         $ 1,196         $ 2,805
                                              ========================================
</TABLE>

The tax effects of temporary differences that give rise to significant deferred
tax assets and liabilities at December 31, 2000 and 2001 are as follows:


<TABLE>
<CAPTION>
                                                            2000                         2001
                                                 -------------------------------------------------------
                                                  DEFERRED       DEFERRED        DEFERRED      DEFERRED
                                                   ASSETS      LIABILITIES        ASSETS     LIABILITIES
                                                 -------------------------------------------------------
                                                                     (in thousands)
<S>                                              <C>             <C>             <C>            <C>
Depreciation and amortization                         --         $ 3,294              --        $ 2,777
Accrued expenses not currently deductible          1,566             (64)            506            (65)
State net operating loss carryovers                  144              --              54             --
                                                 -------------------------------------------------------
                                                   1,710           3,230             560          2,712
Less: valuation allowance                           (144)             --              --             --
                                                 -------------------------------------------------------
                                 Total           $ 1,566         $ 3,230         $   560        $ 2,712
                                                 =======================================================
</TABLE>

Deferred income tax assets and liabilities are computed annually for differences
between the financial statement and tax basis of assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted tax
laws and rates applicable to the periods in which the differences are expected
to affect taxable income. Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be realized.

Realization of the Company's deferred tax assets is dependent on generating
sufficient taxable income. Although realization is not assured, management
believes it is more likely than not that all of the deferred tax assets will be
realized.

                                       46
<PAGE>

                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

NOTE I - RELATED PARTY TRANSACTIONS

At December 31, 1999, the Company had an unsecured term note payable to the
Chief Executive Officer of the Company in the amount of $5 million with interest
at the annual rate of 12%. This note was repaid in its entirety during 2000.

On February 15, 2001, the Company repurchased 160,000 shares of its Common Stock
from its Chief Executive Officer for $880,000 in cash.

As of December 31, 2001, the Company, related to its relationship with SET, has
a note receivable due from SET consisting of a $7.0 million, 12% note due in
2003 including accrued interest of $0.33 million. The note subordinates to SET's
senior debt and interest payments are dependent upon compliance with covenants
of its senior debt. In addition, the Company has an account receivable due from
SET in the amount of $2.1 million related to the arrangement of financing,
management fees and expenses paid on the behalf of SET.

NOTE J - SIGNIFICANT CUSTOMERS

For the year ended December 31, 2001 one customer accounted for 18% of net
sales. The Company had two customers that accounted for 27% of net sales in 2000
and one customer that accounted for 46% of net sales in 1999.

NOTE K -- ACQUISITIONS AND DISPOSITIONS

JEBCO MANUFACTURING, INC.

The Company purchased certain assets of Jebco Manufacturing, Inc. ("JEBCO") on
August 31, 1999 for $4.086 million in cash resulting in goodwill of $2.612
million. The results of operating the purchased assets from August 31, 1999
forward are included in the accompanying financial statements. Proforma
information is not presented as the results of Jebco for the period from January
through August 1999 were not significant.

DSI HOLDINGS, INC.

The Company purchased all of the outstanding stock of DSI (the "DSI
Acquisition") on July 20, 2000 for $20.9 million in cash and 148,422 shares of
the Company's putable Common Stock. The DSI Acquisition was accounted for as a
purchase, and, accordingly, the results of operations of DSI from July 20, 2000
forward are included in the accompanying financial statements.

In connection with the acquisition of DSI the Company issued 148,422 shares of
Common Stock putable to the Company at $13.00 per share in 25% increments
beginning December 31, 2001. During 2001, the Company retired 14,666 shares in
exchange for certain assets of DSI. During January 2002, the Company repurchased
33,996 shares for $0.4 million.

ASSURED TRANSPORTATION & Delivery, Inc. and Central Transportation & Delivery,
Inc.

The Company purchased all of the outstanding stock of ATD and CTD on September
6, 2000 for $8.9 million less assumed liabilities. The acquisitions of ATD and
CTD were accounted for as purchases, and, accordingly, the results of operations
from September 6, 2000 forward are included in the accompanying financial
statements.




                                       47

<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

NOTE K -- ACQUISITIONS AND DISPOSITIONS (CONTINUED)

PRO MOTORCAR PRODUCTS, INC. AND PRO MOTORCAR DISTRIBUTION, INC.

The Company purchased the assets of PMP and PMD on December 16, 2000 for $1.1
million and $0.35 million, respectively. The results of operations from December
16, 2000 through December 31, 2000 were not significant.

NOBLE METAL FORMING, INC., NOBLE METAL PROCESSING -- MIDWEST, INC. AND S.E.T.
STEEL, INC

On February 16, 2001, the Company acquired a 49% interest in S.E.T. Steel, Inc.
("SET") for $3.0 million (the "SET Acquisition"). SET is a Qualified Minority
Business Enterprise, providing metal processing services to original equipment
manufacturers ("OEMs"). Contemporaneously with the SET Acquisition, the Company,
through its wholly owned subsidiary Noble Manufacturing Group, Inc. ("NMG")
formerly known as Noble Technologies, Inc. sold all of the capital stock of NMPM
and NMF to SET for $27.2 million (the "SET Sale"). On February 16, 2001, the
Company received a note for $27.2 million due June 14, 2001. On June 28, 2001,
SET completed bank financing of its purchase of NMF and NMPM and repaid the
$27.2 million note to the Company with $24.7 million in cash and a $4.0 million,
12% subordinated note due in 2003. In addition, the Company is guarantor of
$10.0 million of SET's senior debt. During the quarter ended September 30, 2001,
SET repurchased the Company's 49% interest for $3.0 million. The Company
received a $3.0 million, 12% subordinated note due in 2003. (Note I)

CONSTRUCTION EQUIPMENT DIRECT, INC.

The Company purchased 81% of the outstanding capital stock of NCE on December
18, 2001 for $0.35 million in cash and stock valued at $0.35 million along with
a call option to purchase the remaining capital stock of NCE. The stock was
valued based on the closing price of the Company's Common Stock on December 12,
2001. On December 19, 2001, NCE purchased certain assets and assumed certain
liabilities of Eagle-Picher Industries, Inc.'s construction equipment division
for $6.1 million in cash plus certain post-closing working capital adjustments
to be determined within 180 days of the purchase. The Company completed these
transactions as a vehicle to leverage its manufacturing capabilities. In
addition, as part of the transaction, the Company has agreed to purchase
approximately $2.3 million of inventory used in the production of NCE's products
from Eagle Picher Industries, Inc. On December 21, 2001 the Company exercised
its call option and acquired the remaining capital stock of NCE. In connection
with the purchase, the Company recognized an after-tax extraordinary gain of
$1.6 million. This gain was the result of the implementation of SFAS No. 141,
"Business Combinations" which requires the excess of the fair value of acquired
net assets over the cost associated with an acquisition to be recognized as an
extraordinary gain in the period in which the transaction occurs. The results of
operations from December 14, 2001 forward are included in the accompanying
financial statements.



                                       48
<PAGE>

                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

NOTE K -- ACQUISITIONS AND DISPOSITIONS (CONTINUED)

The following table summarizes the estimated fair values of the assets acquired
and liabilities assumed as of the date of acquisition. At the date of this
report, the final allocation of the purchase price of the assets acquired and
liabilities assumed is not complete.

                              AT DECEMBER 14, 2001
                                 (in thousands)

<TABLE>
<S>                                  <C>
Current assets                       $15,910
Property, plant and equipment             --
                                     -------
   Total assets acquired              15,910
Current liabilities                    9,389
                                     -------
  Net assets acquired                $ 6,521
                                     =======
</TABLE>

The following unaudited consolidated results of operations for the years ended
December 31, 1999, 2000 and 2001 is presented as if the ATD, CTD and DSI
acquisitions had been made effective on January 1, 1999, and the acquisition of
NCE and the sale of NMPM and NMF had been made effective on January 1, 2000. The
unaudited pro forma information is not necessarily indicative of either the
results of operations that would have occurred at the stated dates or the future
results of combined operations.

                                       49
<PAGE>

                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 1999             2000            2001
                                                                                 ----             ----            ----
<S>                                                                         <C>              <C>             <C>
Net sales                                                                   $   138,848      $   188,238     $   198,755

Earnings from continuing operations before extraordinary item                     7,972              758           4,871

Earnings (loss) from discontinued operations                                       (472)           9,929              --

Earnings (loss) from extraordinary item                                              --            1,263              --

Net earnings                                                                      7,500           11,950           4,871

Earnings per share from continuing operations before extraordinary item
  Basic                                                                            1.11             0.11            0.75
  Diluted                                                                          0.94             0.10            0.75

Earnings per share from discontinued operations
  Basic                                                                           (0.07)            1.40              --
  Diluted                                                                         (0.07)            1.37              --

Earnings per share before extraordinary item
  Basic                                                                            1.04             1.50            0.75
  Diluted                                                                          0.89             1.48            0.75

Earnings per share
  Basic                                                                            1.04             1.68            0.75
  Diluted                                                                          0.89             1.65            0.75

</TABLE>



                                       50
<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

NOTE L -- REDEEMABLE PREFERRED STOCK

On April 1, 1997, the Company authorized 150,000 shares of its Series A, 10%
cumulative Preferred Stock. During 1998, the Company issued 7,375 shares of its
Series A, 10% cumulative Preferred Stock pursuant to the conversion of an
equivalent number of NMF preferred shares. The Preferred Stock is redeemable at
the option of the holder at par value plus accrued dividends. There were 2,500
shares issued and outstanding at December 31, 2001 and 4,000 shares issued and
outstanding at December 31, 2000.

NOTE M -- STOCKHOLDERS' EQUITY

In connection with the private offering of Junior Notes, (Note F), the Company
issued 105,000 warrants to purchase shares of Common Stock of the Company at an
exercise price of $10.00 per share or a cashless exercise pursuant to a formula
stipulated which is based on the increase in the market price of the Company's
Common Stock beyond $10.00 per share. The warrants are valued at $1.34 per share
for an aggregate of approximately $141,000. The warrants are exercisable until
expiration on December 1, 2003. In the event the warrants are exercised, the
proceeds of the issuance of the Common Stock will be included in additional
paid-in capital. At December 31, 2001, there were 90,000 warrants outstanding.

During 1999 the Company issued 152,200 warrants to purchase shares of Common
Stock for the Company at exercise prices from $7.86 to $10.00 per share or a
cashless exercise pursuant to a formula stipulated which is based on the
increase in the market price of the Company's Common Stock beyond the exercise
price per share. The warrants are exercisable until expiration, 120,000 warrants
expiring on December 31, 2002, 15,000 warrants expiring on January 4, 2003 and
17,500 warrants expiring on April 1, 2003. In the event the warrants are
exercised, the proceeds of the issuance of Common Stock will be included in
additional paid in capital.

On January 27, 2000 the Board of Directors approved a stock repurchase program
of up to $5.0 million of the Company's Common Stock which was subsequently
increased on January 31, 2001 by an additional $5.0 million. Common Stock may be
repurchased from time to time in the open market, depending upon market
conditions in accordance with Securities and Exchange Commission Rules. The
Company repurchased 625,823 shares of its Common Stock at a cost of $5.136
million during 2000 and 197,800 shares of its Common Stock at a cost of $1.1
million during 2001.

NOTE N -- INDUSTRY SEGMENTS

The Company classifies its operations into four industry segments based on types
of products and services: automotive (NMPM, NMPK, NMPC, NMP, NMF, UPP and Land
Holdings), Heavy Equipment (NCE) logistics (NLS-TX and NLS-CA) and distribution
(Monroe, PMP and PMD). The Automotive Group provides a variety of laser welding,
metal blanking, forming, slitting, cutting and die construction products and
services utilizing proprietary laser weld and light die technology. The Heavy
Equipment Group designs and manufactures sub assemblies and final assemblies of
heavy equipment used primarily in the construction industry. The Logistics Group
provides same day package delivery services to a variety of customers. The
Automotive Group sells direct to automotive OEMs and Tier I suppliers. The
Distribution Group sells tooling components, paint and coatings related products
to end users as well as distributors. The Heavy Equipment Group sells direct to
OEMs and through an established network of dealers.





                                       51
<PAGE>

                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

NOTE N - INDUSTRY SEGMENTS (CONTINUED)

Transactions between the automotive, heavy equipment, logistics and distribution
segments are not significant and have been eliminated. Interest expense is
allocated to each segment based on the segment's actual borrowings from the
corporate headquarters, together with a partial allocation of corporate general
and administrative expenses. Revenues from external customers are identified
geographically based on the customer's shipping destination.

The Company's operations by business segment for the year ended December 31,
2001 follows (in thousands):

<TABLE>
<CAPTION>
                                                                        HEAVY                                 SEGMENT
                                                        AUTOMOTIVE    EQUIPMENT    LOGISTICS   DISTRIBUTION    TOTALS
                                                        -------------------------------------------------------------
<S>                                                     <C>           <C>          <C>         <C>            <C>
Revenues from external customers                         $ 70,769     $  2,180     $ 60,938      $  4,341     $138,228
Interest expense                                            2,234           --        2,309           120        4,663
Depreciation and amortization                               5,172           --        1,584           372        7,128
Segment profit pre tax                                      6,125          122       (2,384)          482        4,345
Segment assets                                             73,524       17,378       30,861         7,734      129,497
Expenditure for segment assets                              8,531           --           81            77        8,689

RECONCILIATION TO CONSOLIDATED AMOUNTS
EARNINGS
Total earnings from reportable segments                  $  4,345
Unallocated corporate headquarters income                   2,555
                                                         --------
Earnings before income taxes and extraordinary item      $  6,900
                                                         ========

ASSETS
Total assets for reportable segments                     $129,497
Corporate headquarters                                     27,442
                                                         --------
                           Total consolidated assets     $156,939
                                                         ========

</TABLE>

<TABLE>
<CAPTION>
                 OTHER SIGNIFICANT ITEMS
                                                        SEGMENT                      CONSOLIDATED
                                                         TOTALS        ADJUSTMENTS       TOTALS
                                                        -------        -----------   ------------
<S>                                                     <C>            <C>           <C>
                 Interest expense                        $4,663           ($77)         $4,586
                 Expenditures for segment assets          8,689             12           8,701
                 Depreciation and amortization            7,128            264           7,392

</TABLE>



                                       52
<PAGE>

                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------


NOTE N -- INDUSTRY SEGMENTS (CONTINUED)

<TABLE>
<CAPTION>
GEOGRAPHIC INFORMATION                                   LONG-LIVED
                                         REVENUES          ASSETS
                                         --------          ------
<S>                                      <C>              <C>
United States                            $122,681         $ 97,794
Canada                                     15,547            1,445
                                         --------         --------
                           Total         $138,228         $ 99,239
                                         ========         ========

</TABLE>

The Company's operations by business segment for the year ended December 31,
2000 follows (in thousands):


<TABLE>
<CAPTION>
                                                                       HEAVY                                             SEGMENT
                                                      AUTOMOTIVE     EQUIPMENT      LOGISTICS         DISTRIBUTION        TOTALS
                                                      ---------------------------------------------------------------------------
<S>                                                    <C>           <C>            <C>               <C>              <C>
Revenues from external customers                       $  83,752          -         $  21,826         $      4,203     $ 109,781
Interest expense                                           5,846          -             1,143                  107         7,096
Depreciation and amortization                              6,769          -               676                  291         7,736
Segment profit pre tax                                     5,023          -              (731)                 933         5,225
Segment assets                                           100,879          -            32,620                7,892       141,391
Expenditure from segment assets                           10,632          -               347                  207        11,186

RECONCILIATION TO CONSOLIDATED AMOUNTS
EARNINGS
Total earnings for reportable segments                 $   5,225
Unallocated corporate headquarters income                 (2,813)
                                                       ---------
Earnings before income taxes and extraordinary item    $   2,412
                                                       =========

ASSETS
Total assets for reportable segments                   $ 141,391
Corporate headquarters                                 $   3,816
                                                       ---------
                    Total consolidated assets          $ 145,207
                                                       =========
</TABLE>






                                       53
<PAGE>

                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------


NOTE N -- INDUSTRY SEGMENTS (CONTINUED)


OTHER SIGNIFICANT ITEMS
<TABLE>
<CAPTION>
                                                     SEGMENT                             CONSOLIDATED
                                                      TOTALS         ADJUSTMENTS            TOTALS
                                                     ----------------------------------------------
<S>                                                 <C>               <C>                <C>
Interest expense                                    $   7,096         ($  4,167)         $   2,929
Expenditures for segment assets                        11,186              (950)            10,236
Depreciation and amortization                           7,736               281              8,017

<CAPTION>

                                                                     LONG-LIVED
GEOGRAPHIC INFORMATION                               REVENUES           ASSETS
                                                     --------           ------
<S>                                                 <C>               <C>
United States                                       $  91,784         $ 106,901
Canada                                                 15,568             1,920
Mexico                                                  2,179                --
Other                                                     250                --
                                                    ---------         ---------
                                      Total         $ 109,781         $ 108,821
                                                    =========         =========

</TABLE>

The Company's operations by business segment for the year ended December 31,
1999 follows (in thousands):

<TABLE>
<CAPTION>
                                                                           HEAVY                        SEGMENT
                                                        MANUFACTURING    EQUIPMENT   DISTRIBUTION        TOTALS
                                                        --------------------------------------------------------
<S>                                                    <C>               <C>        <C>                <C>
Revenues from external customers                            $ 81,263         -         $  4,003         $ 85,266
Interest income                                                    4         -               --                4
Interest expense                                               5,276         -              181            5,457
Depreciation and amortization                                  5,889         -              286            6,175
Segment profit pre tax                                         8,825         -            1,011            9,836
Segment assets                                                95,184         -            6,631          101,815
Expenditure for segment assets                                12,275         -               47           12,322

RECONCILIATION TO CONSOLIDATED AMOUNTS
EARNINGS
Total earnings for reportable segments                      $  9,836
Unallocated corporate headquarters income                      1,693
                                                            --------
Earnings before income taxes and
  extraordinary item                                        $ 11,529
                                                            ========

ASSETS
Total assets for reportable segments                        $101,815
Net assets of discontinued operations held for sale         $ 67,210
Corporate headquarters                                      $  5,780
                                                            --------
                     Total consolidated assets              $174,805
                                                            ========
</TABLE>






                                       54
<PAGE>

                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------


NOTE N -- INDUSTRY SEGMENTS (CONTINUED)


OTHER SIGNIFICANT ITEMS

<TABLE>
<CAPTION>
                                                    SEGMENT                          CONSOLIDATED
                                                     TOTALS        ADJUSTMENTS          TOTALS
                                                    ---------------------------------------------
<S>                                                 <C>              <C>               <C>
Interest expense                                    $  5,457         ($ 3,638)         $  1,819

Expenditures for segment assets                       12,322               28            12,350

Depreciation and amortization                          6,175              454             6,629

<CAPTION>
GEOGRAPHIC INFORMATION                                             LONG-LIVED
                                                    REVENUES         ASSETS
                                                    -------------------------
<S>                                                 <C>              <C>
United States                                       $ 69,152         $ 77,276

Canada                                                14,689            2,068

Mexico                                                 1,352               --

Other                                                     73               --
                                                    -------------------------
                                      Total         $ 85,266         $ 79,344
                                                    =========================
</TABLE>

NOTE O -- EMPLOYEE BENEFIT PLANS

The Company has a deferred compensation plan for substantially all employees of
the Company. Company contributions are voluntary and are established as a
percentage of each participant's salary. Company contributions to the deferred
compensation plan were (in thousands) $271, $323 and $320 in 1999, 2000 and
2001, respectively.

In 1997, the Company adopted a stock option plan which provides for the grant of
non-qualified stock options to employees, officers, directors, consultants and
independent contractors; as well as for the grant to employees of qualified
stock options (the "Stock Option Plan"). The Plan has a ten-year term. Under the
1997 plan, 700,000 shares of the Company's common shares have been reserved for
issuance.

The Stock Option Plan is administered by the Compensation Committee of the Board
of Directors, which has the authority, subject to certain limitations, to grant
options and to establish the terms and conditions for vesting and exercise
thereof. The exercise price of incentive stock options may be no less than the
fair market value of the common stock on the date of grant. The exercise price
of non-qualified options is required to be no less than 85% of the fair market
value of the common stock on the date of grant. The terms of the options may not
exceed ten years from the date of grant.

In 2001, the Board of Directors adopted, and the stockholders approved, the 2001
Stock Incentive Plan (the "Stock Incentive Plan"). The purpose of the Stock
Incentive Plan is to advance the interests of the Company and its subsidiaries
to attract and retain persons of ability to perform services for the Company and
its subsidiaries by providing an incentive to such individuals through equity
participation in the Company and by rewarding such individuals who contribute to
the achievement by the Company of its economic objectives.





                                       56
<PAGE>

                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

NOTE O -- EMPLOYEE BENEFIT PLANS (CONTINUED)

The Stock Incentive Plan is administered by the Board of Directors, which has
the authority to, subject to certain limitations, make grants and modify the
Stock Incentive Plan. Currently, the Stock Incentive Plan allows for the
issuance of up to 400,000 shares of the Company's Common Stock. In connection
with the plan, 16,041 shares of Common Stock were issued in 2001. These shares
have a two-year trading restriction.

The Company accounts for the Stock Option and Stock Incentive Plans (the
"Plans") under APB Opinion No. 25, "Accounting for Stock Issued To Employees,"
and related interpretations. Accordingly, no compensation cost has been
recognized under the Plans. Had compensation cost been determined based on the
fair value at the grant dates for awards under the Plan consistent with the
method of SFAS Statement No. 123, "Accounting for Stock Based Compensation," the
Company's net earnings and earnings per share would have been reduced to the
proforma amounts indicated below for the years ended December 31, 1999, 2000 and
2001 (in thousands, except per share data):


<TABLE>
<CAPTION>
                                                      1999           2000           2001
                                                    -----------------------------------------
<S>                                                  <C>           <C>             <C>
Net earnings
                                 As reported         $6,761        $10,792         $5,635
                                 Pro forma           $6,219        $10,431         $5,397

Basic earnings per share
                                 As reported          $0.94          $1.52          $0.85
                                 Pro forma            $0.87          $1.47          $0.82

Diluted earnings per share       As reported          $0.87          $1.49          $0.85
                                 Pro forma            $0.80          $1.44          $0.82

</TABLE>


A summary of the status of the Stock Option Plan as of December 31, 2001, and
the changes during the years ended December 31, 1999, 2000 and 2001 is presented
below:


                                       57
<PAGE>

                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

NOTE O -- EMPLOYEE BENEFIT PLANS (CONTINUED)

<TABLE>
<CAPTION>
                                                                     WEIGHTED
                                                    SHARES        EXERCISE PRICE
                                                    ------        --------------
<S>                                                <C>            <C>
Outstanding 12/31/98 (0 exercisable)                301,250          $    6.14
Granted                                             234,750          $   11.14
Exercised                                           (10,000)         $    6.23
Forfeited                                           (50,000)         $    6.23
                                                   --------

Outstanding 12/31/99 (42,500 exercisable)           476,000          $    8.60
Granted                                             199,000          $    6.61
Exercised                                                --                 --
Forfeited                                          (103,500)         $   10.19
                                                   --------

Outstanding 12/31/00 (152,250 exercisable)          571,500          $    7.61
Granted                                              60,500          $    6.45
Exercised                                                --                 --
Forfeited                                           (94,500)         $    8.83
                                                   --------

Outstanding 12/31/01 (250,500 exercisable)          537,500          $    7.27
</TABLE>

Options exercisable as of December 31, 2000 were 152,250 shares at an average
exercise price of $8.03. The range of prices was $6.05 to $13.55. Options
exercisable as of December 31, 2001 were 250,500 shares at an average exercise
price of $7.77. The range of exercise prices were $4.78 to $13.55. The weighted
average contractual life of options outstanding at December 31, 2001 was 2.7
years.

Fair values of options granted were determined using the Black-Scholes option
pricing model based on the assumptions of 6.5%, 5.9% and 3.0% risk-free interest
rate for 1999, 2000 and 2001 no dividend yield, expected life of 5 years and
expected volatility of 53.28%, 57.47% and 93.02% for 1999, 2000 and 2001,
respectively. The weighted average fair value of options granted were $10.08,
$5.29 and $3.91 during 1999, 2000 and 2001, respectively.

NOTE P -- EXTRAORDINARY ITEM

During 2000, the Company extinguished $6.376 million of its 6% convertible
debentures for an agreed upon amount of $6.411 million. In addition, the Company
wrote off $.304 million in deferred financing costs, net of income taxes.

In connection with the acquisition of NCE, the Company recognized an after-tax
gain of $1.567 million. This gain was the result of the implementation of SFAS
Statement No. 141, "Business Combinations" which requires the excess of the fair
value of acquired net assets over the cost associated with an acquisition to be
recognized as an extraordinary gain in the period in which the transaction
occurs.





                                       58
<PAGE>

                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

NOTE Q -- RESTRUCTURING CHARGE

During the fourth quarter of 2000, the Company recorded a $3.938 million
restructuring charge for its planned plant consolidation program within the
Company's Automotive Group. The charge is included in accrued liabilities and is
a component of selling, general and administrative expense. The charge includes
approximately $1.2 million for the carrying costs of owned facilities to be sold
and expenses related to exiting leases. The charge also includes approximately
$2.3 million for the write-off of leasehold improvements within leased
facilities and the write-down of owned facilities to reflect anticipated market
values.

During 2001, the Company revised its estimate of the carrying cost and market
value related to certain real estate held for sale. Accordingly, the Company
reduced its restructuring reserve by $0.7 million. At December 31, 2001, $1.5
million remained in the restructuring reserve and relates mainly to lease
obligations on vacated property, repairs to vacated property and real estate
that is being marketed for sale.


                                       59
<PAGE>
                   NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                        DECEMBER 31, 1999, 2000 AND 2001

--------------------------------------------------------------------------------

NOTE R -- UNAUDITED QUARTERLY RESULTS OF OPERATIONS (IN THOUSANDS EXCEPT PER
SHARE DATA)


<TABLE>
<CAPTION>
QUARTER ENDED                                    DECEMBER 31,       SEPTEMBER 30,            JUNE 30,          MARCH 31,
                                                         2001                2001                2001              2001
                                                 -----------------------------------------------------------------------
<S>                                                <C>                 <C>                 <C>                 <C>
  Net Sales                                        $   42,915          $   35,218          $   32,572          $ 27,523

  Cost of sales                                        34,542              27,809              24,634            20,488
                                                 -----------------------------------------------------------------------
  Gross profit                                     $    8,373          $    7,409          $    7,938          $  7,035
                                                 =======================================================================
  Net earnings (loss) applicable to common
      stock                                        $    1,425          $    1,720          $    1,119             ($196)
                                                 =======================================================================

Basic earnings (loss) per common share
  Continuing operations                            $     0.21          $     0.26          $     0.17            ($0.03)

  Extraordinary item                                     0.24                  --                  --                --
                                                   $     0.45          $     0.26          $     0.17            ($0.03)
                                                 =======================================================================
Diluted earnings (loss) per common share

  Continuing operations                            $     0.21          $     0.26          $     0.17            ($0.03)

  Extraordinary item                                     0.24                  --                  --                --
                                                 -----------------------------------------------------------------------
                                                   $     0.45          $     0.26          $     0.17            ($0.03)
                                                 =======================================================================

<CAPTION>
QUARTER ENDED                                    DECEMBER 31,       SEPTEMBER 30,            JUNE 30,          MARCH 31,
                                                         2001                2001                2001              2001
                                                 -----------------------------------------------------------------------
<S>                                                <C>                 <C>                 <C>                 <C>
  Net Sales                                        $   35,126          $   26,320          $   23,271          $ 25,064

  Cost of sales                                        28,234              20,311              16,118            17,013
                                                 -----------------------------------------------------------------------
  Gross profit                                     $    6,892          $    6,009          $    7,153          $  8,051
                                                 =======================================================================

  Net earnings (loss) applicable to common
   stock                                              ($3,272)             ($647)         $    1,726          $  2,294
                                                 =======================================================================
Basic earnings (loss) per common share

  Continuing operations                                ($0.48)         $     0.06          $     0.23          $   0.32

  Extraordinary item                                                         0.01                                 (0.06)

  Discontinued operations                                                   (0.16)                                 1.53
                                                 -----------------------------------------------------------------------
                                                       ($0.48)             ($0.09)         $     0.23          $   1.79
                                                 =======================================================================
Diluted earnings (loss) per common share

  Continuing operations                                ($0.49)         $     0.06          $     0.23          $   0.29

  Extraordinary item                                                         0.01                                 (0.05)

  Discontinued operations                                                   (0.16)                                 1.42
                                                 -----------------------------------------------------------------------
                                                       ($0.49)             ($0.09)         $     0.23          $   1.66
                                                 =======================================================================

</TABLE>



                                       60
<PAGE>

                                    PART III


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         Not applicable.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         Incorporated by reference from the information under the caption "Item
1: Election of Directors" in the 2002 Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION.

         Incorporated by reference from the information under the captions
"Executive Compensation and Other Information," "Report of the Compensation
Committee on Executive Compensation" and "Performance Graph" in the 2002 Proxy
Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         Incorporated by reference from the information under the captions
"Voting Rights and Requirements" and "Common Stock Ownership of Certain
Beneficial Owners and Management" in the 2002 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Incorporated by reference from the information under the caption
"Certain Transactions" in the 2002 Proxy Statement.

                                       61
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)      Financial Statements  [Filed under Item 8 above.]

         Financial Statement Schedules

         Not applicable.

         Exhibits

              4.1**     Indenture between Noble International, Ltd. and American
                        Stock Transfer & Trust Company dated as of July 23,
                        1998.

              10.45*    Form of Non-Compete Agreement between Utilase, Inc. and
                        James Bronce Henderson III.

              10.46*    Form of Non-Compete Agreement between the Company and
                        Jeffrey A. Moss.

              10.47*    Form of Non-Compete Agreement between Utilase, Inc. and
                        DCT, Inc.

              10.48*    Employment Agreement dated April 7, 1997 between
                        Utilase, Inc. and John K. Baysore.

              10.49*    Registration Rights Agreement dated April 7, 1997 among
                        the Company, Utilase, Inc., James Bronce Henderson III
                        and Jeffrey A. Moss.

              10.51**   Share Purchase Agreement between Triam Automotive, Inc.
                        and Tiercon Holdings, Inc. dated July 2, 1998.

              10.52**   Agreement Amending the Share Purchase Agreement by and
                        between Magna International, Inc. and Tiercon Holdings,
                        Inc. dated July 24, 1998.

              10.53**   Stock Purchase Agreement among Noble International,
                        Ltd., Noble Canada, Inc., Tiercon Holdings, Inc. and
                        Wrayter Investments, Inc. dated July 24, 1998.

              10.54**   Share Exchange Agreement among Noble International,
                        Ltd., Noble Canada Holdings, Limited, Noble Canada,
                        Inc., and Wrayter Investments, Inc. dated July 24, 1998.

              10.55**   Registration Rights Agreement among Noble International,
                        Ltd. and Wrayter Investments, Inc. dated July 24, 1998.

              10.56**   Registration Rights Agreement executed and delivered by
                        Noble International, Ltd. in favor of the Holders of
                        Debentures and Registrable Securities dated July 23,
                        1998.

              10.57***  Stock Exchange Agreement by and among Noble Metal
                        Technologies, Inc., Noble International, Ltd., Utilase,
                        Inc., Noble Metal Products, Inc. and Utilase Production
                        Process, Inc. effective as of March 31, 1998.


                                       62
<PAGE>

                                     PART IV



              10.58***  Stock Exchange Agreement by and among Noble Components &
                        Systems, Inc., Noble International, Ltd., Prestolock
                        International, Ltd., Cass River Coatings, Inc. d/b/a
                        Vassar Industries, Monroe Engineering Products, Inc.,
                        and Skandy Corp. effective as of March 31, 1998.

              10.59**** Stock Purchase Agreement among Noble International,
                        Ltd., Noble Canada II, Inc., Centrifugal Coaters, Inc.,
                        Wrayter Investments, Inc., Roynat, Inc., Crosbie &
                        Company, Inc., First Ontario Labour Sponsored Investment
                        Fund, Ltd., 659730 Ontario, Inc. and Robert J. Blake,
                        Jr. dated September 8, 1998.

              10.60**** Share Exchange Agreement among Noble International,
                        Ltd., Noble Canada Holdings, II, Limited, Noble Canada
                        II, Inc., Wrayter Investments, Inc. and Robert Blake,
                        Jr. dated October 1, 1998.

              10.61**** First Amendment to Registration Rights Agreement among
                        Noble International, Ltd., Wrayter Investments, Inc. and
                        Robert Blake, Jr. dated October 1, 1998.

              10.62**** Asset Purchase Agreement by and among Noble
                        International, Ltd., Utilase Blank Welding Technologies,
                        Inc., H&H Steel Processing Company, Inc., Terry Hill and
                        Robert G. Kreiling dated September 30, 1998.

              10.63+    Amended and Restated Share Purchase Agreement among
                        Noble International, Ltd. and Noble Components &
                        Systems, Inc. and 1391295 Ontario Limited and Tiercon
                        Holdings US, Inc. dated December 24, 1999.

              10.64++   Stock Purchase Agreement among Noble International Ltd.,
                        Noble Holdings, Inc. and DSI Holdings, Inc., Stephen Ray
                        Savant, Cyril Ray Yates, Christopher Michael Cassels,
                        James Christopher Delahoussaye, Kevin DeVaughn, Larry
                        Browne and Herbert H. Fields dated July 21, 2000.

              10.65+++  Stock Purchase Agreement among Noble Holdings, Ltd.,
                        Assured Transportation & Delivery, Inc. Central
                        Transportation & Delivery, Inc., Behnam Haeri & Bart
                        Bement dated September 6, 2000.

              10.67++++ Asset Purchase Agreement among Monroe Engineering,
                        Products, Inc., Pro Motor Products, Inc. and John
                        Pfanstiehl dated December 16, 2000.

              10.68#    Stock Purchase Agreement among Noble International,
                        Ltd., S.E.T. Steel, Inc., and Sid E. Taylor dated
                        February 16, 2001.

              10.69#    Stock Purchase Agreement among Noble International, Ltd.
                        Noble Technologies, Inc., Noble Metal Processing, Inc.
                        and S.E.T. Steel, Inc. dated February 16, 2001.

              10.70##   Stock Purchase Agreement among Noble Automotive Group,
                        David J. Langevin and James P. Patton dated December 19,
                        2001.

              10.71##   Asset Purchase Agreement among Construction Equipment
                        Direct, Inc. and Eagle-Picher Industries, Inc. dated
                        December 19, 2001.

              21.1      Subsidiaries of the Registrant.

                                       63
<PAGE>

              23.1      Consent of Deloitte and Touche, LLP.

              23.2      Consent of Grant Thornton, LLP.

---------------

*        Incorporated herein by reference to the Company's Registration
         Statement on Form S-1 (Reg. No. 333-27149).

**       Incorporated herein by reference to the Company's Current Report on
         Form 8-K filed August 10, 1998.

***      Incorporated herein by reference to the Company's Quarterly Report on
         Form 10-Q for the quarter ended March 31, 1998 and filed on May 14,
         1998.

****     Incorporated herein by reference to the Company's Current Report on
         Form 8-K filed October 16, 1998.

+        Incorporated herein by reference to the Company's current report on
         Form 8-K filed January 10, 2000.

++       Incorporated herein by reference to the Company's current report on
         Form 8-K filed August 1, 2000.

+++      Incorporated herein by reference to the Company's current report on
         Form 8-K filed September 6, 2000.

++++     Incorporated herein by reference to the Company's current report on
         Form 8-K dated February 23, 2001.

#        Incorporated herein by reference to the Company's current report on
         Form 8-K filed on March 1, 2001.

##       Incorporated herein by reference to the Company's current report on
         Form 8K filed January 3, 2002.

(b) Reports on Form 8-K.

         None

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: March 30, 2002
NOBLE INTERNATIONAL, LTD.


<TABLE>
<S>                                                                    <C>
By:  /S/ ROBERT J. SKANDALARIS                                         By:  /S/ DAVID V. HARPER
   ------------------------------------------------------                 -----------------------------------------
       Robert J. Skandalaris, Chief Executive Officer                     David V. Harper, Chief Financial Officer

</TABLE>

                                       64
<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Skandalaris and Michael C.
Azar, his attorneys-in-fact, each with the power of substitution, for him in any
and all capacities, to sign any amendments to this Report on Form 10-K, and to
file the same, with Exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or substitute or substitutes may do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the persons on behalf of the Registrant in
the capacities and on the dates indicated.

/S/ ROBERT J. SKANDALARIS                                       March 30, 2002
-----------------------------------------------------
Robert J. Skandalaris, Chairman of the
Board and Chief Executive Officer
(Principal Executive Officer)

/S/ MARK T. BEHRMAN                                             March 30, 2002
-----------------------------------------------------
Mark T. Behrman, Director

/S/ VAN CONWAY                                                  March 30, 2002
-----------------------------------------------------
Van Conway, Director

/S/ LEE M. CANAAN                                               March 30, 2002
-----------------------------------------------------
Lee M. Canaan, Director

/S/ STUART I. GREENBAUM                                         March 30, 2002
-----------------------------------------------------
Stuart I. Greenbaum, Director

/S/ DANIEL J. MCENROE                                           March 30, 2002
-----------------------------------------------------
Daniel J. McEnroe, Director

/S/ JONATHAN P. RYE                                             March 30, 2002
-----------------------------------------------------
Jonathan Rye, Director

/S/ THOMAS L. SAELI                                             March 30, 2002
-----------------------------------------------------
Thomas L. Saeli, Director

/S/ ANTHONY R. TERSIGNI                                         March 30, 2002
-----------------------------------------------------
Anthony R. Tersigni, Director



                                       65
<PAGE>


                                 Exhibit Index
                                 -------------




<TABLE>
<CAPTION>

Exhibit No.             Description
-----------             -----------
<S>                     <C>
21.1                    Subsidiaries of the Registrant.

23.1                    Independent Auditor's Consent.

23.2                    Consent of Independent Certified Public Accountants
</TABLE>


                                       66