##### Table of Contents



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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K




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Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934


|                           |  |                        
|-------------------------- |  | -----------------------
|For the fiscal year ended: |  | Commission file number:
|December 31, 2002          |  | 333-84903              



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J.L. FRENCH AUTOMOTIVE CASTINGS, INC.

(Exact name of Registrant as specified in its charter)


| |                                                                                 |  |  |                                                 | 
| | ------------------------------------------------------------------------------- |  |  | ----------------------------------------------- | 
| | Delaware
(State of Incorporation)                                               |  |  | 13-3983670
(I.R.S. Employer Identification No.)
| |                                                                                 |  |  |                                                
| | 4508 IDS Center
Minneapolis, Minnesota
(Address of Principal
Executive Offices) |  |  | 55402
(Zip Code)                               

Registrants telephone number, including area code: (612) 332-2335



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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None



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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]

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

The number of shares outstanding of the Registrants common stock at March
14, 2003 was 11,554 shares of Class A common stock, 7,124 shares of Class A-1
common stock 20,660 shares of Class B common stock, 5,165 shares of Class C
common stock, 7,054 shares of Class D-1 common stock, 7,314 shares of Class D-2
common stock, 3,592 shares of Class E common stock, 14,248 shares of Class P
common stock, 65,118,328 shares of Class Q-1 common stock and 11,592,672 shares
of Class Q-2 common stock. Registrants common equity is not publicly traded.

DOCUMENTS INCORPORATED BY REFERENCE:
None.








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TABLE OF CONTENTS



|                                                   |                                                                                                         |  |  |  |  |  |  | 
|-------------------------------------------------- | ------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                            
|                                                   | ITEM 1. BUSINESS                                                                                       
|                                                   | ITEM 2. PROPERTIES                                                                                     
|                                                   | ITEM 3. LEGAL PROCEEDINGS                                                                              
|                                                   | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                            
|PART II                                           
|                                                   | ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                          
|                                                   | ITEM 6. SELECTED FINANCIAL DATA                                                                        
|                                                   | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION          
|                                                   | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                    
|                                                   | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                    
|                                                   | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE           
|PART III                                          
|                                                   | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                            
|                                                   | ITEM 11. EXECUTIVE COMPENSATION                                                                        
|                                                   | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|                                                   | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                
|                                                   | ITEM 14. CONTROLS AND PROCEDURES                                                                       
|PART IV                                           
|                                                   | ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K                               
|SIGNATURES                                        
|EXHIBIT INDEX                                     
|EX-18.1 Letter from Independent Public Accountant 
|EX-99.1 Certification Pursuant to 18 USC Sec. 1350
|EX-99.1 Certification Pursuant to 18 USC Sec. 1350



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##### Table of Contents



J.L. French Automotive Castings, Inc.
Annual Report on Form 10-K

Table of Contents

|         |  |          |  |                                                                                                |  |   
|-------- |  | -------- |  | ---------------------------------------------------------------------------------------------- |  | --
|PART I   |  |          |  |                                                                                                |  |   
|         |  | Item 1.  |  | Business                                                                                       |  | 3 
|         |  | Item 2.  |  | Properties                                                                                     |  | 15
|         |  | Item 3.  |  | Legal Proceedings                                                                              |  | 15
|         |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders                                            |  | 16
|PART II  |  |          |  |                                                                                                |  |   
|         |  | Item 5.  |  | Market for Registrants Common Equity and Related Stockholder Matters                          |  | 16
|         |  | Item 6.  |  | Selected Financial Data                                                                        |  | 17
|         |  | Item 7.  |  | Managements Discussion and Analysis of Results of Operations and
Financial Condition          |  | 18
|         |  | Item 7A. |  | Quantitative and Qualitative Disclosure about Market Risk                                      |  | 28
|         |  | Item 8.  |  | Financial Statements and Supplementary Data                                                    |  | 28
|         |  | Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure           |  | 29
|PART III |  |          |  |                                                                                                |  |   
|         |  | Item 10. |  | Directors and Executive Officers of the Registrant                                             |  | 29
|         |  | Item 11. |  | Executive Compensation                                                                         |  | 31
|         |  | Item 12. |  | Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters |  | 32
|         |  | Item 13. |  | Certain Relationships and Related Transactions                                                 |  | 35
|         |  | Item 14. |  | Controls and Procedures                                                                        |  | 37
|PART IV  |  |          |  |                                                                                                |  |   
|         |  | Item 15. |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                               |  | 38

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PART I




ITEM 1.        BUSINESS

(a)     General Development of Business

Overview

J.L. French Automotive Castings, Inc. and its subsidiaries (collectively
referred to as the Company, we, us, or our) are among the worlds
largest independent designers and manufacturers of aluminum die cast components
and assemblies for automotive OEMs. We have facilities located throughout
North America and Europe and we manufacture highly engineered, assembly-line
ready engine and drivetrain components, such as cam covers, bedplates, engine
front covers, front-end accessory drive brackets, oil pans, transmission cases
and water pump housings. Over the past five years, we have grown significantly
by capitalizing on the trend toward the use of lighter-weight, more
fuel-efficient aluminum components in automobiles. During the same period, we
have achieved operating margins that are among the highest in the industry by
leveraging our proprietary processing technologies and highly efficient,
fully-integrated aluminum smelting and casting operations. Unlike most of our
competitors who focus primarily on either aluminum casting or machining, we
machine and assemble over 80% of the components we cast, thereby increasing the
value we provide to our customers while improving our profitability.

We are the leading independent aluminum die cast supplier to three of the
top four selling vehicles and a significant supplier to ten of the top eighteen
selling vehicles in North America. We are a supplier on more than twenty Ford
Motor Company models and have significant content on Fords top selling
vehicles, including the F-Series, Ranger, Escape, Windstar, and Taurus/Sable.
We also have significant content on two of GMs high volume platforms: the C/K
and S10 truck platforms. Recently, we were awarded the DCX world engine block
program utilized across a variety of four cylinder engine platforms. In
addition to our OEM customers, we also sell to leading Tier 1 automotive
suppliers such as Delphi, Robert Bosch, TRW and Visteon. We supply
substantially all of the products we manufacture to our automotive customers on
a sole-source basis. During the last five years, our sales have increased at
a compound annual growth rate of 22.6%, from $161.8 million in 1997 to $550.4
million in 2002, including acquisitions. As of December 31, 2002, we have been
awarded new programs that, based on independent estimates of expected program
volumes and current expectations of program pricing, represent over $120
million in annualized net incremental sales. These programs are scheduled to
launch beginning in 2003 and be in full production by 2006.

We maintain a website at jlfrench.com. Our website, and the information
contained therein, are expressly not included in or as a part of this report.

Competitive Strengths

We are one of a limited number of global, full-service suppliers in the
aluminum components segments of the automotive components supply industry.
Unlike most other segments of the automotive components supply industry, the
aluminum components segment continues to be highly fragmented. Most of our
competitors are either fabricators of aluminum castings, or engage in the
machining and assembly of components. Few suppliers have global reach and
full-service design, engineering and manufacturing capabilities. Consistent
with the trend toward consolidation in other segments of the automotive supply
industry, our market segment is moving towards full-service providers with a
global reach. We believe we are well positioned to capitalize on these trends
as a result of the following competitive strengths:

Low Cost, Vertically-Integrated Operations.Our vertically-integrated
operations and highly efficient machining and assembly processes enable us to
be a low-cost manufacturer of high volume, long production run automotive
aluminum die cast components and assemblies. Among our principal competitors,
we are the only independent automotive aluminum die caster in North America
with captive smelting capabilities, which enable us to reduce our materials
costs and improve product quality and operational efficiency. We work closely

with our equipment vendors to design robust, highly customized high pressure
die casting equipment, which is specifically adapted to our manufacturing
processes. Given our focus on high volume, long production run products, we
are able to continuously enhance the efficiency of our die casting equipment
and improve our manufacturing processes, which has resulted in
industry leading productivity, as measured by factors such as faster cycle
times, reduced scrap rates and equipment down time.

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Extensive Machining and Assembly Capabilities. We believe that we have
the most extensive machining and assembly capabilities among our principal
independent competitors. These services increase the value-added content of
our products and allow us to deliver production line-ready components and
assemblies, which are increasingly required by OEMs. We currently machine and
assemble approximately 80% of the products we manufacture. Since many of our
competitors have limited machining and assembly capabilities, these skills
provide us with a competitive advantage with respect to service and quality,
while enhancing our profitability.

Full-Service, Global Design, Engineering and Manufacturing Capabilities.
Our extensive design and engineering capabilities have resulted in strong,
collaborative customer relationships that typically begin during the initial
design stage. In addition, we have highly-motivated, skilled employees,
proprietary processes and an established track record for handling complex
components with an accelerated timeline to product launch. Our technical
design and engineering capabilities, rapid prototyping, modeling and our
efficient manufacturing operations enable us to secure sole-source supplier
relationships for highly engineered products that require both machining and
assembly. Our global design, engineering and manufacturing capabilities
position us to compete for virtually any automotive aluminum high pressure die
casting business in North America and Europe. These capabilities represent a
competitive advantage, as only a few suppliers can meet the full-service
requirements of OEMs for aluminum die casting in North America and only two
other independent suppliers can meet these requirements globally.

Large Aluminum Casting Expertise.We believe we are one of a few
independent manufacturers in the world able to produce large aluminum die cast
components, such as transmission cases and engine blocks. We currently produce
transmission cases for the Ford F-Series truck, the highest volume vehicle sold
in North America, as well as the Ford Ranger and Explorer. These transmission
cases weigh over 45 pounds and require very precise tolerances because of their
critical performance requirements. Due to our experience producing large
aluminum die cast components, DaimlerChrysler has chosen us to supply the
engine block for its World Engine Program. We will begin production in 2004.
We believe our expertise in designing and manufacturing large aluminum
components will enable us to develop new product applications as the use of
aluminum is expanded to structural, chassis and suspension components.

Market Opportunity

Fragmented Nature of Industry Segment with Few, Full-Service Global
Suppliers.As compared to other segments of the automotive supplier industry,
we believe that the automotive aluminum die casting segment is in the early
stages of consolidation and globalization. We estimate that the North American
automotive aluminum die casting segment had sales of $10.5 billion in 2001. We
estimate that the number of independent aluminum die casting companies in the
United States was over 250 in 2001, implying an average 2001 revenue per
company of approximately $42.0 million. As a result of our global, low cost
manufacturing capabilities and our ability to provide value added machining and
assembly services, we believe we have a significant opportunity to obtain new
business previously provided by non-full service suppliers. In addition, we
continue to evaluate acquiring competitors that could enhance our product,
manufacturing and service capabilities.

Increasing Aluminum Content per Vehicle.The average aluminum content per
vehicle in North America has increased from 165 pounds in 1990 to an estimated
274 pounds in 2002 representing a compound annual growth rate of 4.32%. This
increase is creating significant growth opportunities for us. Growth in demand
for cast aluminum parts in the automotive sector has been favorably impacted
by:



| |  |  | government mandated fuel efficiency requirements, which have driven
OEMs to use lighter weight aluminum components as a means of reducing
vehicle weight;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the favorable strength-to-weight ratio of an aluminum component
versus ferrous cast or stamped metal parts; and                                          
|
| |  |  | the ability to cast complex aluminum components with fewer
secondary manufacturing operations than alternative processing methods.                       

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As a result of these numerous value-enhancing benefits, OEMs are replacing
ferrous metals, such as iron and steel, with aluminum. Increasingly, aluminum
is used in a broader range of applications than its traditional engine and
drive train applications. For example in Europe, aluminum is being used in a
variety of structural, chassis and suspension applications in order to increase
fuel efficiency. We expect this trend to develop in North America as fuel
efficiency requirements become more stringent.

Continued Outsourcing.In order to improve the efficiency of their core
vehicle assembly, marketing and distribution functions, OEMs are increasingly
outsourcing component manufacturing, machining and assembly operations to their
suppliers. This outsourcing trend is evident in the high pressure die casting
segment where the in-house die casting operations of the OEMs are often high
cost, inefficient and utilize outdated technology. All OEMs still have
significant in-house casting, machining or assembly operations that will likely
be rationalized over time affording additional growth opportunities to
full-service, global suppliers like us.

Business Strategy

Our strategy is to leverage our position as a leading global supplier of
highly engineered aluminum components to capitalize on the market opportunity
arising from the fragmented nature of our industry segment, the increasing use
of lightweight aluminum in automobiles and the continued trend in the
automotive industry of OEMs toward outsourcing. Key elements of our operating
and growth strategies are outlined below.

Operating Strategy

Pursue Continuous Operating Improvements.We have sustained margins that
are among the highest in the industry by creating and reinforcing a culture of
continuous improvement. We continue to implement lean manufacturing processes
with a focus on preventative maintenance, uptime, standardized work, first time
quality, visual factory, orderly work cell, working capital management, work
force training and customer service. The areas of ongoing improvement efforts
and measurement include:



| |  |  | maximizing cycle times, product quality, timeliness of delivery,
inventory turns and labor efficiency;
| | - |  | ------------------------------------------------------------------------------------------------------
|
| |  |  | minimizing raw material costs, scrap and equipment down time; and                                     
|
| |  |  | Locating production in our most efficient, low-cost facilities.                                       

To achieve our continuous improvement objectives, our manufacturing and
engineering personnel continually evaluate ways in which new and existing
equipment can be further customized and improved. We believe we invest more
time and capital than many of our competitors in the initial design of new
equipment, the maintenance and improvement of existing equipment and the
leveraging of best practices across our operations. We expect to realize
additional operating improvements from the ongoing implementation of our lean
manufacturing principles at our facilities and the planned relocation in 2003
of certain production from higher-cost facilities to our more efficient, lower
cost facilities. We believe these strategic initiatives, when combined with
our new business awards, will enable us to maintain operating margins that are
among the highest in our industry.

Improve Return on Invested Capital.During 2000, we implemented a new
methodology for evaluating business opportunities and capital expenditures,
using our return on invested capital as the key element in our decision-making.
In addition, we incorporated certain return on invested capital parameters
into our incentive compensation programs in order to encourage the optimization
of employed capital. We believe that these initiatives have enhanced, and will
continue to enhance, our ability to generate attractive profit margins as we
grow and further develop our business.

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Growth Strategy

Increase Market Share in Fragmented Industry Segment.We believe the
large and fragmented nature of the automotive aluminum die casting segment will
create significant opportunities for us to increase our market share and grow
our sales and earnings. Our ability to supply assembly line-ready
components, together with our global scale, and low-cost structure allow
us to deliver a quality and value proposition that we believe differentiates us
from our competitors. As a result of these differentiating strengths, we have
been able to increase our market share and sales by winning approximately $180
million of net new business that will help drive our organic growth. This new
business launches in 2003 through 2005.

Capitalize on Demand for New Aluminum Applications.We intend to leverage
our comprehensive design, engineering and low-cost manufacturing capabilities
to capitalize on the trend toward the use of lightweight aluminum for a variety
of new vehicle applications. Our engineers have been proactively working with
OEMs and Tier 1 suppliers on new applications for lightweight aluminum in
chassis, suspension and structural components. Approximately 45% of our new
program awards represent new product applications.

Capitalize on Outsourcing Trend.The vast majority of automotive OEMs
still have significant in-house casting, machining and assembly operations that
we believe are high-cost and inefficient as compared to our operations. As
OEMs seek to restructure their respective manufacturing operations in order to
focus on design, final-stage vehicle assembly and marketing, we believe that a
large portion of their in-house volume will be outsourced. Given the critical
nature of these components, we believe that OEMs will increasingly award
outsourced business to global, full-service suppliers like us.

Pursue New Customer Relationships.We will also continue to pursue new
customer relationships with leading OEMs on a global basis. We believe that
significant opportunity exists for us to acquire new customers in Europe and
Asia and with their respective transplants operations in North America. We
have added professionals to our sales and engineering staff who are engaged in
current dialogues regarding potential new customer opportunities.

Pursue Strategic Acquisitions, Alliances and Partnerships.Over the
longer term, we believe that there are numerous opportunities for acquisitions,
alliances and partnerships as a result of the large number of high quality
companies in our market segment that lack global scale or full-service
capabilities. In addition to meeting our return on invested capital standards,
any future acquisition, alliance or partnership usually should meet one or more
of the following criteria:



| |  |  | broaden our geographic coverage and strengthen our ability to
supply products on a global basis;
| | - |  | ------------------------------------------------------------------------------------------------
|
| |  |  | add new customers;                                                                              
|
| |  |  | provide additional and complementary product applications; or                                   
|
| |  |  | add new manufacturing or technical capabilities.                                                

We believe that globalization and consolidation trends will provide
further attractive opportunities to either acquire, or invest in, companies
that complement our existing business.

Products

The following table sets forth the percentage of sales from certain
products for the years ended December 31:

Percentage of Sales by Product Category

|                                                  |                     |      |    |      |   |      |    |     |   |  |    |     |   | 
|------------------------------------------------- | ------------------- | ---- | -- | ---- | - | ---- | -- | --- | - |  | -- | --- | - | 
|Product Category                                  |                     | 2002 |    | 2001 |   | 2000
|                                                  |                     |      |    |      |   |     
|Medium to Large Automotive Aluminum Die Castings: |                     |      |    |      |   |      |    |     |   |  |    |    
|                                                  | Oil Pans            |      |    | 32   | % |      |    | 31  | % |  |    | 30  | %
|                                                  | Transmission Cases  |      |    | 13   |   |      |    | 12  |   |  |    | 14  |  
|                                                  | Engine Front Covers |      |    | 10   |   |      |    | 9   |   |  |    | 9   |  
|                                                  | Bedplates           |      |    | 9    |   |      |    | 8   |   |  |    | 6   |  
|Other Medium to Large Aluminum Die Castings       |                     |      | 20 |      |   |      | 24 |     |   |  | 25 |    
|Small Automotive Aluminum Die Castings            |                     |      | 15 |      |   |      | 14 |     |   |  | 13 |    
|Other Products                                    |                     |      | 1  |      |   |      | 2  |     |   |  | 3  |    
|                                                  |                     |      |    |      |   |      |    |     |   |  |    |     |   | 
|                                                  | Total               |      |    | 100  | % |      |    | 100 | % |  |    | 100 | %
|                                                  |                     |      |    |      |   |      |    |     |   |  |    |     |   | 

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For additional information regarding our sales by product category, see
Note 8 to our 2002 Consolidated Financial Statements.

Set forth below is a brief description of our principal products and their
applications:

Oil Pans.An aluminum oil pan is attached to the engine block for the
primary purpose of serving as a reservoir for oil used in the lubrication of
engine galleries and bearings. The oil pan is an example of a product that was
at one time inexpensively stamped from steel but has been converted to a higher
cost aluminum casting due to the multiple benefits provided by aluminum which
offset their higher cost, including: (1) better sealing characteristics; (2)
greater structural integrity; (3) better harmonics resulting in reduced
vibration and a quieter engine; (4) better heat dissipation characteristics;
and (5) integration of parts. Oil pans range in weight from five to 12 pounds.

Transmission Cases.The transmission case houses the clutches, bands,
gearsets and inner ends of the transmission shafts. We began producing
transmission cases in November 1997 and reached our current level of production
in the second half of 1998. Our transmission cases weigh over 45 pounds.

Engine Front Covers.The engine front cover bolts over the crankshaft
snout, holding the oil seal at the front of the crankshaft in place. Engine
front covers range in weight from four to eight pounds.

Bedplates.The bedplate, also called the girdle or lower crankcase, is an
integrated component of the engine block. The bedplate is the lower bulkhead
housing for the crankshaft and provides attachment points for the transmission
and oil pan. Bedplates range in weight from 11 to 25 pounds.

Other Medium to Large Automotive Aluminum Die Castings.The following are
examples of high pressure aluminum die cast products:

Ladderframes. The ladderframe is an intermediate structure between the
engine block and a stamped-steel oil pan. It provides similar structural
integrity and harmonics characteristics as an aluminum oil pan. Our design
incorporates a windage baffle which protects the lubrication of the crankshaft,
replacing a stamped steel component. We began our production of ladderframes
in 1998. Our ladderframes weigh approximately 11 pounds.

Cam Covers. The cam cover is the overhead housing for the camshaft. Cam
covers range in weight from seven to eight pounds.

Water Pump Housings. The water pump housing forms the main body of the
water pump, a mechanism that forces water through the engine block, cylinder
head, intake manifold, hoses and radiator. Our water pump housings weigh
approximately three pounds.

FEAD Brackets. Front end accessory drive brackets connect power steering,
air conditioning and alternator assemblies to the engine block. Our FEAD
brackets weight approximately one to nine pounds.

Small Automotive Aluminum Die Castings.Through our operations in the UK,
Spain and Mexico, we generated approximately 15% of our 2002 sales from
production of over 150 small automotive aluminum die cast components (generally
weighing less than three pounds).

Other Products.Also, through our operations in the UK, Spain and Mexico,
we generated approximately 1% of our 2002 sales from non-automotive aluminum
die cast components, primarily small home appliances and white goods parts.

Customers and Marketing

The North American automotive market is dominated by GM, Ford and
DaimlerChrysler, with Japanese and other foreign manufacturers accounting for
approximately 38% of the market. Our principal customers include OEMs, Tier 1
automotive suppliers and, to a very small extent, European white good
manufacturers. Approximately 87% of our 2002 sales were derived from OEMs,
largely Ford and GM,
which we supply on a global basis. Our second largest category of
customers is Tier 1 automotive suppliers, such as Boge, Robert Bosch,
Continental, Delphi Automotive Systems, Fagor, Perkins, Phoenix, TRW and
Visteon. Sales to Tier 1 customer suppliers are made principally through our
European operations and represented approximately 13% of 2002 sales.

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The following is a summary of our significant customers for each of the
last three years:

|                 |       |      |    |      |   |      |    |     |   |  |    |     |  
|---------------- | ----- | ---- | -- | ---- | - | ---- | -- | --- | - |  | -- | --- | -
|Customer         |       | 2002 |    | 2001 |   | 2000
|                 |       |      |    |      |   |     
|Ford             |       |      | 53 | %    |   |      | 52 | %   |   |  | 52 | %  
|GM               |       |      | 33 |      |   |      | 36 |     |   |  | 36 |    
|Tier 1 Suppliers |       |      | 10 |      |   |      | 10 |     |   |  | 9  |    
|Other            |       |      | 4  |      |   |      | 2  |     |   |  | 3  |    
|                 |       |      |    |      |   |      |    |     |   |  |    |    
|                 | Total |      |    | 100  | % |      |    | 100 | % |  |    | 100 | %
|                 |       |      |    |      |   |      |    |     |   |  |    |    

Largely as a result of our operations in the UK and Spain, we derive a
significant amount of our sales from outside of North America. Set forth below
is a summary of sales to customers located in the following geographic regions
for the years ended December 31:

|              |       |      |    |      |   |      |    |     |   |  |    |     |  
|------------- | ----- | ---- | -- | ---- | - | ---- | -- | --- | - |  | -- | --- | -
|Region        |       | 2002 |    | 2001 |   | 2000
|              |       |      |    |      |   |     
|North America |       |      | 77 | %    |   |      | 80 | %   |   |  | 81 | %  
|Europe        |       |      | 23 |      |   |      | 19 |     |   |  | 18 |    
|Other         |       |      |   |      |   |      | 1  |     |   |  | 1  |    
|              |       |      |    |      |   |      |    |     |   |  |    |    
|              | Total |      |    | 100  | % |      |    | 100 | % |  |    | 100 | %
|              |       |      |    |      |   |      |    |     |   |  |    |    

For additional information regarding sales and long-lived assets by
geographic region, see Note 8 to our 2002 Consolidated Financial Statements.

Our customers award contracts for a particular car or truck platform,
which may include more than one model. Such contracts range from one year to
the life of the platform, which is generally three to seven years, and do not
require the purchase by the customer of any minimum number of units.

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The following table presents an overview of the major models for which we
have orders to supply products on current vehicles:



|                |  |                                                                  |  |                                                                                                                        
|--------------- |  | ---------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------
|Customer        |  | Component or Assembly                                            |  | Vehicle                                                                                                                
|                |  |                                                                  |  |                                                                                                                        
|OEMs:           |  |                                                                  |  |                                                                                                                        
|Ford            |  | I4 Oil Pan, FEAD Bracket
Duratec Oil Pan, FEAD Bracket           |  | FocusMazda MPV, Mazda Tribute, Escape,
Mondeo, Taurus, Sable                                                           
|                |  | 3.8L/4.2L Oil Pan, Front Cover,
Water Pump Housing, FEAD
Bracket |  | Mustang, F-Series, E-Series Van,
Windstar                                                                              
|                |  | Zetec Oil Pan                                                    |  | Mondeo, Fiesta, Ka                                                                                                     
|                |  | Sigma Oil Pan                                                    |  | Fiesta, Ka                                                                                                             
|                |  | 1.3L HCS Oil Pan                                                 |  | Escort, Fiesta, Ka                                                                                                     
|                |  | 4.6L/5.4L/6.8L 2V Front Cover                                    |  | Mustang, Town Car, Grand Marquis,
Crown Victoria, F-Series, E-Series
Van, Excursion, Expedition,
Explorer, Mountaineer 
|                |  | 3.0L 2VFront Cover                                               |  | Taurus, Sable, Ranger                                                                                                  
|                |  | 3.0L 4VFront Cover                                               |  | Jaguar X400                                                                                                            
|                |  | Transmission Case 4R100                                          |  | F-Series, Excursion, Expedition                                                                                        
|                |  | Transmission Case 5R110                                          |  | F-Series                                                                                                               
|                |  | Transmission Case 4R70W                                          |  | Mustang, Crown Victoria, Grand
Marquis, Town Car, F-Series, E
Series Van                                               
|                |  | AX4N Transmission Cover                                          |  | Taurus, Sable, Windstar                                                                                                
|                |  | Duratec Bedplate                                                 |  | Lincoln LS, T-Bird, Jaguar, Mazda 6,
Mazda MPV, Mazda, Tribute,
Escape, Mondeo, Taurus, Sable                          
|                |  | 3.9L Bedplate, Sump                                              |  | Lincoln LS, T-Bird, Jaguar                                                                                             
|                |  | Zetec Ladderframe                                                |  | Mondeo, Fiesta, Ka                                                                                                     
|                |  | 4.6L/5.4L 4V Cam Cover                                           |  | Mustang, Navigator, Aviator                                                                                            
|                |  | 2.0L Zetec FEAD Bracket                                          |  | Focus                                                                                                                  
|                |  | 2.0L/2.4L Cam Carrier                                            |  | Light truck diesel engine                                                                                              
|                |  | Brackets                                                         |  | Various                                                                                                                
|                |  | Bearing Caps                                                     |  | Various                                                                                                                
|                |  | Cam Covers                                                       |  | Various                                                                                                                
|               
|GM              |  | 3.1L/3.4L Oil Pan                                                |  | Century, Grand Prix, Grand Am,
Mailbu, Monte Carlo, Rendezvous,
Aztek, Montana, Venture, Silhouette                    
|                |  | 4.3L Oil Pan, Rocker Arm Support                                 |  | Astro, Blazer, S-10, Safari, Savana,
Sonoma                                                                            
|                |  | 3.8L Oil Pan                                                     |  | Park Avenue, Regal, LeSabre                                                                                            
|                |  | 4.8L/5.3L/6.0L Oil Pan, FEAD
Bracket                             |  | Yukon, Silverado, Sierra, Suburban,
Tahoe, Escalade, Avalanche,
Express, Savana                                        
|                |  | 5.7L Oil Pan, Flywheel Housing                                   |  | Corvette                                                                                                               
|                |  | 4.0L/4.6L Bedplate                                               |  | Deville, Seville, Aurora                                                                                               
|                |  | 4.2L Bearing Stiffener                                           |  | Trailblazer, Envoy, Bravada                                                                                            
|                |  | 4T65 Transmission Cover                                          |  | Century, Regal, Impala, Monte Carlo,
Grand Prix, Malibu, Venture,
Silhouette, Montana, LaSabre, Park
Avenue, Bonneville
|                |  | Brackets                                                         |  | Various Saab                                                                                                           
|DaimlerChrysler |  | Brackets, Water Pumps, Caps                                      |  | Various                                                                                                                
|Audi AG         |  | Ladderframe, Bracket                                             |  | A6, A8                                                                                                                 
|Nissan          |  | Brackets                                                         |  | Micra, MM Project                                                                                                      
|Renault         |  | Brackets                                                         |  | Twingo, Clio                                                                                                           

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|                  |                      |                        |                                       |                       |                              |  |  |  |  | 
|----------------- | -------------------- | ---------------------- | ------------------------------------- | --------------------- | ---------------------------- |  |  |  |  | 
|Customer          |                      | Component or Assembly  |                                       | Vehicle              
|                  |                      |                        |                                       |                      
|Tier 1 Suppliers: |                      |                        |                                       |                       |                              |  |  | 
|                  | Boge                 |                        | Vibration Control Cast Mounts for     |                       | Various                     
|                  |                      | Engines                |                                       |                       |                              | 
|                  | Delphi Automotive    |                        | Steering System Housings and Engine   |                       | Various GM                  
|                  |                      | Systems                |                                       | Covers                |                              |  |  | 
|                  | NSK                  |                        | Steering Column Components            |                       | Various Volkswagen          
|                  | Perkins Engines      |                        | Front Covers                          |                       | Various                     
|                  | Phoenix              |                        | Drive-Shaft Control Mounts            |                       | Various                     
|                  | Phoenix, Continental |                        | Vibration-Control Cast Mounts for     |                       | Opel Astra                  
|                  |                      | Engines and Gear Boxes |                                       |                       |                              | 
|                  | Robert Bosch         |                        | Electronic Circuit Housings (ABS,     |                       | Various                     
|                  |                      | Airbag, etc.)          |                                       |                       |                              | 
|                  | TRW                  |                        | Electronic Power Assist Steering      |                       | Renault Megane, Scenic, Clio
|                  | Visteon (Hungary,    |                        | Housing for 1.1-2.9
KW Starter Motors |                       | Various                     
|                  |                      | Brazil, India)         |                                       |                       |                              |  |  | 
|                  | Visteon (Portugal)   |                        | Housing for Airbag Electronic         |                       | Various                     
|                  |                      | Control Units          |                                       |                       |                              | 
|                  | Visteon (Spain)      |                        | Bottom Covers and Heatsinks for       |                       | Various                     
|                  |                      | Electronic Systems     |                                       |                       |                              | 
|                  |                      | Bearing Caps           |                                       | Mondeo, Focus        
|                  |                      | OFA                    |                                       | Mondeo, Focus        
|                  |                      | FEAD Brackets          |                                       | Mondeo, Focus, Fiesta
|                  | Visteon Swansea      |                        | Cover Axle                            |                       | Jaguar X202                 

We typically pursue new business opportunities that have the three key
characteristics summarized below:



| |  |  | High-Volume Production, Long Production Runs.Production runs for
our targeted parts typically last seven years with desired production
ranging from 16 to 24 hours per day, five to six days a week.                                                                                                                                                                                                                                        
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Highly-Engineered Components with Extensive Machining and Assembly
Requirements.Components requiring extensive machining operations and
engineered assembly provide the opportunity for enhanced profitability
because of the strength and efficiency of our machining and assembly
operations. Our ability to deliver production line-ready components
enhances our role in the production process while increasing our
importance to OEMs.
|
| |  |  | Sole-Source Supply Relationships.We typically do not pursue
contracts which involve more than one supplier or internal OEM
competition.                                                                                                                                                                                                                                                                                                     

Design and Engineering Support

We work with our customers engineering and development teams at the
beginning of the design process for new components and assemblies, or the
redesign process for existing components and assemblies, in order to maximize
production efficiency and quality. These processes may take place from one to
five years prior to the commencement of production. On average, development of
a new component takes 12 to 24 months during the design phase, while the
re-engineering of an existing part may take from one to six months, depending
on the extent of the redesign. Early design involvement can result in a
product that meets or exceeds the customers design and performance
requirements and is more efficient to manufacture. In addition, our extensive
involvement enhances our position for bidding on such business.

Consistent with our value-added engineering focus, we have developed
relationships with the engineering departments of our customers. These
relationships not only help identify new business opportunities, but also
enable us to compete based on the quality of our products and services, rather
than exclusively on price. We are currently involved in the design stage of
several products for our customers and will begin production of these products
in the years 2003 to 2006.

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Manufacturing

The entire production process, from aluminum scrap or ingot to production
line-ready aluminum die cast product, typically takes under four hours,
depending upon the amount of machining and assembly associated with the
particular component. Although our production facilities currently utilize
slightly different processes, we are establishing uniform processes to elevate
the efficiency of all sites to world class levels.

Operations Management.We are in the process of implementing lean
manufacturing processes for our operations management systems. Inefficiencies
in production are detected and remedied quickly. Similarly, factory workers
are highly incentivized to operate efficiently. Workers participate in
innovative incentive systems which reward them for quality, cost reduction,
safety and attendance.

Manufacturing cells use andon displays to reflect real time performance
against targets. In addition, processes in JLF UK are controlled by the use of
proprietary software programs, which monitor the die cast process. This
PC-based system monitors up to 25 critical parameters during each cycle,
compares the results to preset parameters and instructs the robotic extractor
to segregate any castings that are produced outside the process parameters for
further analysis. Information on parameters is accumulated for future use to
correct problems, improve efficiency and implement process designs or
re-designs. This same process control software is being implemented at our
U.S. manufacturing facilities to provide robust process control.

Aluminum Smelting.Our manufacturing process begins with the smelting of
aluminum. Smelting is the process of refining metal and altering its chemical
composition by adding or removing elements. By having this expertise in-house,
we are able to purchase lower grade, less expensive, scrap aluminum and refine
it to the level specified for high quality aluminum die castings. We have aluminum smelting capabilities at our plants in Sheboygan,
Wisconsin; Glasgow, Kentucky; the UK; and Spain.

Casting Process.Once the aluminum has been melted and properly
formulated, our die cast products are made primarily by using the high pressure
die casting process, which is most commonly used for high volume, thin-wall
applications. In this process, molten aluminum alloy is shot into a mold.
Pressure of up to 20,000 pounds per square inch is applied to the aluminum
within the die to maximize consistency and to eliminate air pockets. The
aluminum is then quickly cooled and solidified by chilling the die. The
casting is then removed from the die and the process is repeated. This process
from molten aluminum to solidified casting represents one cycle. We believe
our proprietary casting processes, relentless improvement and attention to
detail have resulted in industry leading cycle times.

Once the castings have cooled, excess aluminum is trimmed from the
components edges and recycled for remelting and use in another casting. The
cast and trimmed component is then visually inspected. If the component
passes this test, it is ready for shot blasting, a process whereby the exterior
surfaces of the component are blasted with steel shot to remove any sharp
edges. Cast and trimmed components are gauged and leak tested prior to
shipment. We sell some cast and trimmed components, but generally seek to
perform additional machining and assembly to add more value and validate the
casting is free of sub-surface defects.

We are known throughout our industry for our ability to manufacture large,
highly complex castings. This ability to efficiently produce these castings in
certain of our North American and European facilities is aided by the use of
robotics. The benefits of robotics include:



| |  |  | the ability to operate in a high temperature or otherwise inhospitable environment;
| | - |  | -----------------------------------------------------------------------------------
|
| |  |  | the ability to handle larger castings without fatigue;                             
|
| |  |  | consistency of motion and time; and                                                
|
| |  |  | labor savings.                                                                     

Management selectively determines which operations should incorporate
robotics based on cost-benefit and return on invested capital analysis.

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Machining.Our machining operations utilize a mix of specially designed,
dedicated machining centers and computer numerically controlled (CNC)
machines. Because of our concentration on high volume programs, we use a large
number of dedicated machining centers in the United States while JLF UK and
Ansola use CNC machines, some of which are dedicated to a specific product.
Machining capabilities differ by facility, but generally our machining
capabilities include: face milling; bore and ream; drill and ream; drill and
tap; drill, ream and burnish; hollow milling; contour milling; slit sawing;
rotary grinding and routing.

Testing.Most of our machined parts are subjected to a pressurized leak
test and dimensionally measured on a proprietary virtual condition gauge to
determine functionality on key features. On a sample basis, some parts undergo
destructive testing to verify casting integrity and freedom from internal
defects.

Assembly.During the assembly process, purchased parts such as drain
plugs, screws, helicoils, baffles, covers and gaskets are assembled onto the
cast part. Once assembled, all parts are again visually inspected. Part
numbers and bar codes are then applied before the part is shipped to the
customer. Management believes that our extensive and efficient machining and
assembly capabilities are a core competency which provides us with an advantage
over our competitors, many of which do not offer machining and assembly
services. Our European operations are increasingly performing assembly
operations on manufactured components and systems.

Product Delivery.As a Tier 1 supplier, we are responsible for
manufacturing our products on a just-in-time basis. Shipments are generally
made by common carrier, as arranged by the customer. To facilitate this
delivery system, we utilize direct computer links to our customers. This
on-line, real time capability enables us to meet just-in-time manufacturing
requirements and to minimize inventories, carrying costs and fixed costs.

Quality.We believe that we are one of the highest quality manufacturers
in the automotive aluminum die casting industry and the number of defective
parts per million pieces shipped to our customers is among the lowest in the
industry. The strength of our overall design, production and delivery
capabilities is reflected in the supplier quality ratings received from our
major customers including Fords Q1 award. Maintenance of high quality
performance ratings at all customers is instrumental in obtaining new business
and maintaining existing programs with our customers. In addition to customer
quality recognition, each of our operations are QS 9000 certified, which is
required to be a Tier 1 supplier. During 2002 each of our locations received
ISO 14001 certification.

Competition

The aluminum die casting industry is highly competitive and fragmented.
We principally compete for new business at the beginning of the development of
new models and upon the redesign of existing models. New model development
generally begins two to five years before marketing of such models to the
public. Once a producer has been designated to supply parts for a new program,
an OEM usually will continue to purchase those parts from the designated
producer for the life of the program. Competitive factors in the market for
our products include product quality and reliability, cost, timely delivery,
technical expertise, development capability, new product innovation and
customer service. Our principal competitors are Ryobi Die Casting (USA), Inc.,
Metaldyne Corporation., Honsel International Technologies, Toralcast, Bocar
Inc. and Intermet Corporation, as well as the internal aluminum casting
operations of General Motors Corporation and DaimlerChrylser AG.

Raw Materials and Suppliers

Our principal raw material is aluminum. We deal with a number of aluminum
suppliers and brokers and limit our dealings to parties who have consistently
delivered aluminum which meets specified levels of quality and grade. As
commodities, aluminum scrap and ingot can be purchased from any number of
sources with relatively small differences in price between suppliers.

Due to our large production volume, we have the necessary scale to
economically operate a captive secondary aluminum processing operation at each
of our two Wisconsin plants as well as in Glasgow, Kentucky; Witham, England;
Prestiegne, Wales; and San Andres de Echevarria, Spain. We purchase less
costly scrap aluminum and off-grade aluminum ingot and refine the metal to
required OEM specifications. Unlike our competitors who lack the ability to
upgrade aluminum alloy, our secondary aluminum smelting capability enables us
to lower raw material costs and to control the quality of our processed
aluminum eliminating machining hard spots. We have the capacity to process and
upgrade approximately 600 million pounds of aluminum per year, which currently
exceeds our production requirements.

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Our contracts with customers typically provide for price adjustments
related to changes in the cost of aluminum alloy, as quoted on the London
Metals Exchange or Platts. As a result, we have limited exposure to aluminum
market price fluctuations.

In the process of manufacturing production line-ready parts, we must
purchase certain sub-components, including helicoils, drain plugs and gaskets,
from manufacturers specified by us or our OEM customers. We seek competitive
bids on the parts we purchase if two or more potential Tier 2 manufacturers of
the part are each approved as a supplier to the OEM.

We employ just-in-time manufacturing and sourcing systems to meet customer
requirements for faster deliveries and to minimize our need to carry
significant inventory levels. We have not experienced any significant
shortages of raw materials and normally do not carry inventories of raw
materials or finished products in excess of those reasonably required to meet
production and shipping schedules.

Employees

As of December 31, 2002, we had 3,297 employees. Overall, approximately
16% of our employees are salaried and the balance are hourly. Our Grandville,
Michigan facility is party to a collective bargaining agreement with the UAW
and its local #19, which covered 110 employees as of December 31, 2002 and
expires in August 2004. In addition, several of our European and our Mexico
operations either recognize a union or have employees that are members of
unions as individuals. We have not experienced any work stoppages and consider
our relationship with our employees to be good.

(b)     Disclosure Regarding Forward-Looking Statements

This report contains forward-looking statements. These statements may be
found throughout this report, particularly under the headings Business,
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 and Managements Discussion and
Analysis of Financial Condition and Results of Operations, among others.
Forward-looking statements typically are identified by the use of terms such as
may, will, should, expect, anticipate, believe, estimate,
intends and similar words, although some forward-looking statements are
expressed differently. You should consider statements that contain these words
carefully because they describe our expectations, plans, strategies and goals
and beliefs concerning future business conditions, our results of operations,
financial position, and our business outlook or state other forward-looking
information based on currently available information. The factors listed below
and in the other sections of this report provide examples of risks,
uncertainties and events that could cause our actual results to differ
materially from the expectations expressed in our forward-looking statements.
These factors include, among other things, the following:



| |  |  | changes in general economic conditions in the United States and Europe;                                                                                                                                                                                                
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | our reliance on major customers and selected models;                                                                                                                                                                                                                   
|
| |  |  | the cyclicality and seasonality of the automotive market;                                                                                                                                                                                                              
|
| |  |  | the failure to complete additional strategic acquisitions or
encounter unseen difficulties in integrating acquisitions;                                                                                                                                                
|
| |  |  | the degree to which we are leveraged, which could, among other
things make us more vulnerable to unfavorable economic conditions and
more difficult to obtain additional financing in the future for working
capital expenditures and other general corporate purposes;
|
| |  |  | obtaining new business on new and redesigned models;                                                                                                                                                                                                                   

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| |  |  | the ability to achieve the anticipated volume of production from
new and planned supply programs;                                                                                        
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | general economic or business conditions affecting the automotive
industry (which is dependent on consumer spending), either nationally
or regionally, being less favorable than expected;
|
| |  |  | our failure to develop new applications of aluminum in automobiles;                                                                                                                      
|
| |  |  | increased competition in the automotive components supply market;                                                                                                                        
|
| |  |  | unforeseen problems associated with international sales, including
gains and losses from foreign currency exchange;                                                                      
|
| |  |  | implementation of or changes in the laws, regulations or policies
governing the automotive industry that could negatively affect the
automotive components supply industry; and          
|
| |  |  | impact of legal proceedings.                                                                                                                                                             

The forward-looking statements made in this report relate only to events
as of the date on which the statements are made. We undertake no obligation to
update beyond that required by law any forward-looking statement to reflect
events or circumstances after the date on which the statement is made or to
reflect the occurrence of unanticipated events.

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ITEM 2.         PROPERTIES

Facilities

Our corporate office is located in Minneapolis, Minnesota and our
operating headquarters are located at our Taylor Drive facility in Sheboygan,
Wisconsin.

The following table provides information regarding
our principal facilities:

|                                |  |                                                                       |  |                 |  |          |       
|------------------------------- |  | --------------------------------------------------------------------- |  | --------------- |  | -------- | ------
|                                |  |                                                                       |  | Approximate     |  |         
|Location                        |  | Type                                                                  |  | Square Footage  |  | Interest
|                                |  |                                                                       |  |                 |  |         
|Sheboygan, Wisconsin            |  | Operating Headquarters/Die Casting
and Machining Plant (Taylor
Drive) |  | 260,000 sq. ft. |  |          | Owned 
|Sheboygan, Wisconsin            |  | Die Casting and Machining Plant
(Gateway)                             |  | 240,000 sq. ft. |  |          | Owned 
|Sheboygan, Wisconsin            |  | Warehouse                                                             |  | 50,000 sq. ft.  |  |          | Leased
|Grandville, Michigan            |  | Die Casting and Machining
Plant                                       |  | 224,000 sq. ft. |  |          | Owned 
|Glasgow, Kentucky               |  | Die Casting Plant                                                     |  | 175,000 sq. ft. |  |          | Owned 
|                                |  | Machining Plant                                                       |  | 172,000 sq. ft. |  |          | Leased
|                                |  | Warehouse                                                             |  | 108,000 sq. ft. |  |          | Leased
|Benton Harbor, Michigan         |  | Die Casting and Machining Plant                                       |  | 50,000 sq. ft.  |  |          | Owned 
|                                |  | Warehouse                                                             |  | 10,000 sq. ft.  |  |          | Owned 
|Witham, England                 |  | Administrative/Die Casting and
Machining Plant                        |  | 328,000 sq. ft. |  |          | Owned 
|Presteigne, Wales               |  | Die Casting Plant                                                     |  | 136,000 sq. ft. |  |          | Owned 
|Cheshunt, England               |  | Die Casting Plant                                                     |  | 44,000 sq. ft.  |  |          | Leased
|Birmingham, England             |  | Toolmaking Plant                                                      |  | 6,000 sq. ft.   |  |          | Owned 
|Brighouse, England              |  | Toolmaking Plant                                                      |  | 11,000 sq. ft.  |  |          | Owned 
|San Andres de Echevarria, Spain |  | Administrative/Die Casting and
Machining Plant and Warehouse          |  | 171,000 sq. ft. |  |          | Owned 
|Saltillo, Mexico                |  | Die Casting and Machining Plant                                       |  | 147,000 sq. ft. |  |          | Owned 

We also have leased sales and service offices located in Dearborn,
Michigan; Indianapolis, Indiana; Bridgend, England; and Darmstadt and
Düsseldorf, Germany.

Utilization of our facilities varies with North American and European
light vehicle production and general economic conditions in such regions. All
locations are principally used for manufacturing. All properties in the United
States and the UK are pledged as collateral to secure the repayment of our
senior credit facility and second lien term loan. In December 2002, we
announced that we will be closing our Grandville, Michigan facility. Upon
closure of the facility in late 2003, we will place it for sale.

The machining facility in Glasgow, Kentucky was financed through
approximately $1.6 million of industrial revenue bonds, which were issued to
Glasgow/Barren County Industrial Development Economic Authority. To secure
repayment of these bonds, we have transferred title of this facility to
Glasgow/Barren County, which leases the facility back to us. Upon the final
lease payment on November 1, 2006, we have the right to purchase this property
from Glasgow/Barren County for $1.00.




ITEM 3.         LEGAL PROCEEDINGS

From time to time, we are involved in various disputes and litigation
matters that arise in the ordinary course of business. The litigation process
is inherently uncertain and it is possible that the resolution of these
disputes and lawsuits could have a material adverse effect on us. We believe,
however, that the ultimate resolution of any pending litigation, individually
or in the aggregate, will not have a material adverse effect on us.

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Environmental Matters

We are subject to the requirements of federal, state, local and foreign
environmental and occupational health and safety laws and regulations.
Although we have made and will continue to make capital and other expenditures
to comply with environmental requirements, we do not expect to incur material
capital expenditures for environmental controls in 2003. Certain of our
operations generate hazardous substances and wastes. If a release of hazardous
substances occurs on or from our properties or any associated offsite disposal
location, or if contamination is discovered at any of our current or former
properties, we may be held liable, and the amount of such liability could be
material.

We are studying how to upgrade the drainage systems at our Cheshunt, UK
facility and address petroleum contamination that may be associated with past
drainage. The cost of this matter is currently not expected to be material,
unless contamination is discovered that is much more extensive than has been
estimated by our environmental consultants.

As part of our acquisition of Ansola, the sellers of Ansola agreed to
indemnify us, subject to certain limitations, for environmental liabilities
resulting from the sellers operation of Ansola, including a specific indemnity
for clean up of certain areas of contamination identified at the San Andres de
Echevarria, Spain facility during our due diligence. At the time we acquired
Ansola, we estimated these costs to be $120,000, based on testing conducted by
an internationally recognized environmental firm. An escrow was established in
the amount of 230 million pesetas (about $1.6 million) to secure the sellers
environmental and other indemnification obligations. Actual clean up work was
completed in 1999 at a cost of approximately $80,000 and a claim for
indemnification was made. The escrow decreases in steps beginning in June 1999
and expires in July 2003, with 43% of the escrow, less our claims for
indemnification, having been released on June 30, 1999, 28% having been
released on April 30, 2000 and the remainder to be released on July 31, 2003.

In connection with our acquisition of Nelson, we are obligated to clean up
contamination at a facility formerly operated by Nelson located in Grand
Rapids, Michigan. An interim response groundwater recovery system is operating
at the facility under the oversight of the Michigan Department of Environmental
Quality, or MDEQ. MDEQ may require additional investigation and cleanup of
soil and groundwater, including any contaminated groundwater that may have
migrated offsite. Prior to the acquisition, Nelson estimated that the cost to
complete the cleanup would be approximately $400,000. Since the acquisition,
we have retained an environmental consultant to investigate the facility and
prepare a plan describing the work that will be necessary to complete the
cleanup and an estimate of the cost of completing the cleanup. Recent
evaluation of the site has shown that our exposure to losses approximates
$100,000 if a cleanup is required. The former stockholders of Nelson agreed to
indemnify us for losses arising out of this matter, to the extent such losses
exceed $400,000. In particular, the stockholders are obligated to indemnify us
for 85% of the next $3.0 million of such losses. The indemnity expires on
October 15, 2003, but does not expire with respect to those losses that we have
committed to pay before the expiration date. There can be no assurances,
however, that the former stockholders will be able or willing to fulfill their
indemnity obligations if we call upon them to do so.




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

During the fourth quarter of 2002, the stockholders of the Company
approved by written consent an amendment to the Companys Certificate of
Incorporation to create new classes of common equity designed as Class Q-1 and
Class Q-2 common stock. Stockholders representing over 90% of the outstanding
voting stock approved the amendment.




PART II




ITEM 5.         MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On December 27, 2002, the Company sold 65.1 million shares of Class Q-1
common stock and 11.6 million shares of Class Q-2 common stock to a partnership
owned by certaining existing stockholders of the Company for an aggregate of
$1.0 million. In addition, the Company issued warrants to purchase 5% of the
fully diluted stockholders equity to the lenders of the second lien term loans.
In each case, the issuance was deemed exempt from registration under the
Securities Act by virture of Section 4(2) thereof.
In each case, the Company received investment representations from each
investor, including representations that such investor was an accredited
investor as defined in Rule 501(a).

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ITEM 6.         SELECTED FINANCIAL DATA

The selected financial data presented below for each of the years in the
five year period ended December 31, 2002 is derived from J.L. French Automotive
Castings, Inc.s audited financial statements. The financial statements at
December 31, 2001 and 2002 and for each of the three years in the period ended
December 31, 2002 and the auditors reports thereon are included elsewhere in
this report. This selected financial data should be read in conjunction with
Managements Discussion and Analysis of Results of Operations and Financial
Condition and the Financial Statements and Notes to Financial Statements,
included elsewhere in this report.

|                              |                                                               |  |                          |          |      |  |         |         |         |  |         |         |   |  |   |         |   |  |   |         | 
|----------------------------- | ------------------------------------------------------------- |  | ------------------------ | -------- | ---- |  | ------- | ------- | ------- |  | ------- | ------- | - |  | - | ------- | - |  | - | ------- | 
|                              |                                                               |  | Years Ended December 31,
|                              |                                                               |  |                         
|                              |                                                               |  | 2002                     |          | 2001 |  | 2000(3) |         | 1999(2) |  | 1998(1)
|                              |                                                               |  |                          |          |      |  |         |         |         |  |        
|                              |                                                               |  | (Dollars in thousands)  
|Statement of Operations Data: |                                                               |  |                          |          |      |  |         |         |         |  |         |         |   |  |   |         |   |  |   |        
|                              | Sales                                                         |  | $                        | 550,447  |      |  | $       | 505,709 |         |  | $       | 557,002 |   |  | $ | 351,829 |   |  | $ | 254,343 | 
|                              | Cost of sales                                                 |  |                          | 467,437  |      |  |         | 414,310 |         |  |         | 470,647 |   |  |   | 267,514 |   |  |   | 179,693 | 
|                              |                                                               |  |                          |          |      |  |         |         |         |  |         |         |   |  |   |         |   |  |   |         | 
|                              | Gross profit                                                  |  |                          | 83,010   |      |  |         | 91,399  |         |  |         | 86,355  |   |  |   | 84,315  |   |  |   | 74,650  | 
|                              | Selling, general and administrative
expenses                  |  |                          | 27,954   |      |  |         | 27,413  |         |  |         | 25,544  |   |  |   | 19,577  |   |  |   | 16,802  | 
|                              | Recapitalization expenses                                     |  |                          |         |      |  |         |        |         |  |         |        |   |  |   | 22,425  |   |  |   |        | 
|                              | Restructuring charge(4)                                       |  |                          | 21,308   |      |  |         |        |         |  |         |        |   |  |   |        |   |  |   |        | 
|                              | Amortization of intangibles(8)                                |  |                          | 57       |      |  |         | 14,735  |         |  |         | 11,289  |   |  |   | 11,167  |   |  |   | 16,861  | 
|                              |                                                               |  |                          |          |      |  |         |         |         |  |         |         |   |  |   |         |   |  |   |         | 
|                              | Operating income                                              |  |                          | 33,691   |      |  |         | 49,251  |         |  |         | 49,522  |   |  |   | 31,146  |   |  |   | 40,987  | 
|                              | Interest expense                                              |  |                          | 51,147   |      |  |         | 53,618  |         |  |         | 62,538  |   |  |   | 37,326  |   |  |   | 20,533  | 
|                              |                                                               |  |                          |          |      |  |         |         |         |  |         |         |   |  |   |         |   |  |   |         | 
|                              | Income (loss) before income
taxes and extraordinary item      |  |                          | (17,456  | )    |  |         | (4,367  | )       |  |         | (13,016 | ) |  |   | (6,180  | ) |  |   | 20,454  | 
|                              | Provision (benefit) for income taxes(5)                       |  |                          | 38,528   |      |  |         | 2,555   |         |  |         | (3,542  | ) |  |   | (595    | ) |  |   | 8,299   | 
|                              |                                                               |  |                          |          |      |  |         |         |         |  |         |         |   |  |   |         |   |  |   |         | 
|                              | Income (loss) before cumulative
effect and extraordinary
item |  |                          | (55,984  | )    |  |         | (6,922  | )       |  |         | (9,474  | ) |  |   | (5,585  | ) |  |   | 12,155  | 
|                              | Cumulative effect of change in
accounting principle(6)        |  |                          | 202,622  |      |  |         |        |         |  |         |        |   |  |   |        |   |  |   |        | 
|                              | Extraordinary item(7)                                         |  |                          | 13,507   |      |  |         |        |         |  |         |        |   |  |   | 8,112   |   |  |   | 805     | 
|                              |                                                               |  |                          |          |      |  |         |         |         |  |         |         |   |  |   |         |   |  |   |         | 
|                              | Net income (loss)                                             |  | $                        | (272,113 | )    |  | $       | (6,922  | )       |  | $       | (9,474  | ) |  | $ | (13,697 | ) |  | $ | 11,350  | 
|                              |                                                               |  |                          |          |      |  |         |         |         |  |         |         |   |  |   |         |   |  |   |         | 

|                                       |                                          |  |                        |          |      |  |      |         |      |  |      |         |   |  |   |         |   |  |   |         | 
|-------------------------------------- | ---------------------------------------- |  | ---------------------- | -------- | ---- |  | ---- | ------- | ---- |  | ---- | ------- | - |  | - | ------- | - |  | - | ------- | 
|                                       |                                          |  | At December 31,       
|                                       |                                          |  |                       
|                                       |                                          |  | 2002                   |          | 2001 |  | 2000 |         | 1999 |  | 1998
|                                       |                                          |  |                        |          |      |  |      |         |      |  |     
|                                       |                                          |  | (Dollars in thousands)
|Balance Sheet Data (at end of period): |                                          |  |                        |          |      |  |      |         |      |  |      |         |   |  |   |         |   |  |   |        
|                                       | Working capital
(deficit)                |  | $                      | 2,069    |      |  | $    | (48,807 | )    |  | $    | (16,723 | ) |  | $ | 15,366  |   |  | $ | 22,233  | 
|                                       | Total assets                             |  |                        | 464,939  |      |  |      | 700,909 |      |  |      | 776,544 |   |  |   | 695,234 |   |  |   | 404,793 | 
|                                       | Total debt                               |  |                        | 585,563  |      |  |      | 551,241 |      |  |      | 555,891 |   |  |   | 606,444 |   |  |   | 211,580 | 
|                                       | Total stockholders investment
(deficit) |  |                        | (294,511 | )    |  |      | (26,696 | )    |  |      | (7,669  | ) |  |   | (41,593 | ) |  |   | 124,688 | 



---

|(1) |  | Includes the results of operations of (i) JLF UK from January 12, 1998
and (ii) Ansola from April 30, 1998.                                                                                                                                           
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes the results of operations of (i) JLF Mexico from August 17,1999
and (ii) Nelson from October 15, 1999.                                                                                                                                       
|   
|(3) |  | Includes the results of operations of JLF Benton Harbor from March 17,
2000.                                                                                                                                                                          
|   
|(4) |  | Represents the costs associated with the closure of our Grandville
facility. See Note 12 to our consolidated financial statements.                                                                                                                    
|   
|(5) |  | In the fourth quarter of 2002, we provided a valuation allowance for our
deferred tax assets. See Note 7 to our consolidated financial statements.                                                                                                    
|   
|(6) |  | In 2002, we adopted the provisions of SFAS No. 142, Accounting for
Goodwill. As a result, we wrote off $202.6 million of goodwill. See
Note 3 to our consolidated financial statements.                                                             
|   
|(7) |  | In connection with our debt financing in December 2002, we wrote off debt
issuance costs of $13.5 million. See Note 4 to our consolidated financial
statements.                                                                                       
|   
|(8) |  | Amortization of debt issuance cost of $2,415 (in thousands) was
reclassified to interest expense for 2002. In prior years it was in
amortization expense. Specifically (in thousands) $2,308 in 2001, $1,972
in 2000, $1,435 in 1999 and $767 in 1998.

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##### Table of Contents






|ITEM 7. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
|------- |  | -------------------------------------------------------------------------------------

Introduction

We are one of the worlds largest independent designers and manufacturers
of aluminum die cast components for automotive OEMs. Over the last five years,
our sales have increased at a compound annual growth rate of 22.6%, from $161.8
million in 1997 to $550.4 million in 2002. This increase has been as a result
of both organic growth and acquisitions. Since 1996, we have substantially
expanded our design, engineering and manufacturing capabilities. Additionally,
we completed several acquisitions that have expanded our operations from a
single facility to thirteen plants located throughout North America and Europe.

Our organic growth has been the result of business awards on new vehicle
platforms for both existing and new customers and the expansion of our
manufacturing capabilities to include large die cast components and machining
and assembly operations. In 1997, we began producing transmission cases for
Ford. These transmission cases weigh over 45 pounds and are the largest
products we manufacture. We believe we are one of only a few independent die
casters that have the ability to manufacture these types of products. During
this time, we also expanded the value-add services we offer our customers by
adding machining and assembling capabilities. Currently, we machine and
assemble over 80% of the components we cast.

Over the same period of time, we completed five strategic acquisitions to
increase our capabilities and expand our global reach. In January 1998, we
acquired Morris Ashby Ltd. (JLF UK), which provided a European manufacturing
base to service our existing customers in Europe. The acquisition also added
new customers, gravity casting capabilities, as well as entry into the market
for medium and smaller die cast components. In April 1998, we expanded our
European presence through the acquisition of Fundiciones Viuda de Ansola, S.A.
(Ansola), a low-cost manufacturer of aluminum die cast automotive components
in Spain. In August 1999, we expanded our North American presence through the
acquisition of Inyecta Alum, S.A. de C.V. and Fundimex Pizzi, S.A. de C.V.
(Mexico). Then, in October 1999, we further expanded our presence in the
market for highly complex, aluminum transmission case castings, while adding
new processing technologies through the acquisition of Nelson Metal Products
Corporation (Nelson). Lastly, in March 2000, the Company formed JLF Benton
Harbor to acquire all of the outstanding common stock of Shoreline Industries,
Inc., a small manufacturer and machiner of automotive die cast components.

We derive substantially all of our sales from automotive OEMs and Tier 1
suppliers. The automotive industry is highly cyclical and dependent upon
consumer spending. During the third and fourth quarters of 2000, OEMs reduced
production levels in response to a decline in consumer demand. This decline
continued throughout 2001. Overall, North American automotive and light truck
production decreased approximately 9.8% in 2001 as compared to the prior year.
In 2002, North American automotive production increased approximately 5.9% from
2001 production levels.

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##### Table of Contents



The following table sets forth the percentage relationship of certain
items to sales for the period indicated:

|                                                                                                     |  |              |       |      |  |      |       |    |  |  |       |   
|---------------------------------------------------------------------------------------------------- |  | ------------ | ----- | ---- |  | ---- | ----- | -- |  |  | ----- | --
|                                                                                                     |  | Years Ended 
|                                                                                                     |  | December 31,
|                                                                                                     |  |             
|                                                                                                     |  | 2002         |       | 2001 |  | 2000
|                                                                                                     |  |              |       |      |  |     
|Sales                                                                                                |  |              | 100.0 | %    |  |      | 100.0 | %  |  |  | 100.0 | % 
|Cost of sales                                                                                        |  |              | 84.9  |      |  |      | 81.9  |    |  |  | 84.5  |   
|                                                                                                     |  |              |       |      |  |      |       |    |  |  |       |   
|Gross profit                                                                                         |  |              | 15.1  |      |  |      | 18.1  |    |  |  | 15.5  |   
|Selling, general and administrative expenses                                                         |  |              | 5.1   |      |  |      | 5.4   |    |  |  | 4.6   |   
|Restructuring charge                                                                                 |  |              | 3.9   |      |  |      |      |    |  |  |      |   
|Amortization of intangibles                                                                          |  |              |      |      |  |      | 2.9   |    |  |  | 2.0   |   
|                                                                                                     |  |              |       |      |  |      |       |    |  |  |       |   
|Operating income                                                                                     |  |              | 6.1   |      |  |      | 9.8   |    |  |  | 8.9   |   
|Interest expense                                                                                     |  |              | 9.3   |      |  |      | 10.6  |    |  |  | 11.2  |   
|                                                                                                     |  |              |       |      |  |      |       |    |  |  |       |   
|Loss before income taxes, cumulative effect of
change in accounting principle and extraordinary item |  |              | (3.2  | )    |  |      | (0.8  | )  |  |  | (2.3  | ) 
|Provision (benefit) for income taxes                                                                 |  |              | 7.0   |      |  |      | 0.5   |    |  |  | (0.6  | ) 
|                                                                                                     |  |              |       |      |  |      |       |    |  |  |       |   
|Loss before cumulative effect of change in accounting
principle and extraordinary item               |  |              | (10.2 | )%   |  |      | (1.3  | )% |  |  | (1.7  | )%
|                                                                                                     |  |              |       |      |  |      |       |    |  |  |       |   

Comparison of Year Ended December 31, 2002 to Year Ended December 31, 2001

Sales.Sales for the year ended December 31, 2002 increased by $44.7
million, or approximately 8.8%, to $550.4 million from $505.7 million for the
year ended December 31, 2001. Sales from our North American operations
increased to $448.3 million in 2002 from $425.6 million in 2001. The North
American operations were positively impacted by stronger Ford and GM production
of automobiles and light trucks, resulting in $28.7 million higher sales. In
addition, higher aluminum prices in 2002, which are passed through to
customers, increased sales by $11.3 million versus 2001. These volume and
aluminum price gains were partially offset by $13.7 million of discontinued,
unprofitable business which the Company no longer produces, and lower selling
prices totaling $3.6 million.

Sales from our European operations increased to $102.1 million in 2002
from $80.1 million in 2001. Changes in currency rates had the effect of
increasing sales by $3.8 million in 2002. The remaining increase was due to
net new business, which began production during 2002, including new programs
with TRW, Ford, and General Motors as well as higher European automotive
production levels in 2002 as compared to 2001.

Cost of Sales.Cost of sales for the year ending December 31, 2002
increased by $53.1 million, to $467.4 million from $414.3 million for the year
ending December 31, 2001. On a percentage of sales basis, costs increased to
84.9% in 2002 from 81.9% in 2001. Lower utilization of loss contract reserves
from $29.4 million in 2001 to $6.2 million in 2002 increased costs as a percent
of sales by 4.2%. Higher aluminum prices (which we passed on to our customers)
had the impact of increasing cost as a percentage of sales by 0.3% in 2002.
Cost reductions and usage control efforts in the areas of labor, scrap,
supplies, assembled components, and other manufacturing costs resulted in cost
improvements approximating $20 million in 2002 (or approximately 3.6% of sales)
as compared to the prior year. These cost savings were offset by customer
price reductions, higher depreciation expense and ramp-up costs associated with
new business.

Selling, General and Administrative Expenses.Selling, general, and
administrative expenses for the year ending December 31, 2002 increased $0.6
million to $28.0 million from $27.4 million for the year ending December 31,
2001. On a percentage of sales basis, costs decreased from 5.4% in 2001 to
5.1% in 2002. The year over year change is attributable to labor and benefit
cost increases offset by a reduction in legal and professional costs.

Restructuring Charge.In the fourth quarter of 2002, we recorded a charge
of $21.3 million related to the closure of our Grandville, Michigan facility.
Included in the charge are costs associated with closing the facility of $3.3
million and asset impairments of $18.0 million. The $3.3 million is comprised
of lease terminations, post shutdown property taxes, employee related costs,
and other exit costs. We expect the Grandville facility closure to be
completed by the end of 2003.

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##### Table of Contents



Amortization Expense. Amortization expense decreased by $14.6 million
from $14.7 million for the year ending December 31, 2001 to $0.1 million for
the year ending December 31, 2002. The adoption of SFAS No. 142, Goodwill and
Other Intangible Assets, which resulted in the discontinuation of goodwill
amortization effective January 1, 2002, accounted for the majority of the
decrease.

Interest Expense.Interest expense for the year ended December 31, 2002
was $51.1 million, a decrease of $2.5 million from $53.6 million in the year
ended December 31, 2001. Interest expense includes $2.4 million of debt
amortization costs in 2002. Excluding the debt amortization cost, interest
expense decreased $4.9 million in 2002. Lower weighted average interest rates
resulted in $6.9 million less interest, slightly offset by $2.0 million in
higher interest due primarily to higher average debt balance and foreign
currency exchange rates.

Income Taxes.Pursuant to the requirements of FAS 109, Accounting for
Income Taxes, we provided a valuation allowance for all of its U.S. Federal
and remaining state deferred tax assets. This resulted in a provision for
income taxes of $38.5 million for the year ended December 31, 2002. For the
year ended December 31, 2001, we recorded an income tax provision of $2.6
million despite a pretax loss of $4.4 million. The provision is the result of
minimum state income taxes in the U.S. and a valuation allowance for tax
benefits associated with foreign losses.

Comparison of Year Ended December 31, 2001 to Year Ended December 31, 2000

Sales. Sales for the year ended December 31, 2001 decreased by $51.3
million, or approximately 9.2%, to $505.7 million from $557.0 million for the
year ended December 31, 2000. Sales from our North American operations
decreased from $473.9 million in 2000 to $425.6 million in 2001. This 10.2%
decrease was due to lower customer production levels on several vehicles we
serve including, Ford Explorer, Ranger and F-Series trucks. Overall, North
American automotive and light truck production decreased approximately 12% in
2001 as compared to the prior year, while GM and Ford output fell nearly 13%
over the same time period. In addition, lower aluminum prices adversely
impacted sales by $4.6 million in 2001 versus sales in 2000.

Sales from our European operations decreased from $83.1 million in 2000 to
$80.1 million in 2001. Changes in currency exchange rates had the effect of
reducing sales from the European operations by $3.8 million in 2001. Excluding
the effects of the change in exchange rates, sales from our European operations
were relatively constant between years. European new business awards in the
year offset any losses of business experienced because of end of life programs,
and our strategy to exit from less profitable non-automotive business.

Cost of Sales. Cost of sales for the year ended December 31, 2001
decreased by $56.3 million, or approximately 12.0%, to $414.3 million from
$470.6 million for the year ended December 31, 2000. As a percentage of sales,
cost of sales was 81.9% in 2001 compared to 84.5% in 2000. The improvement in
gross margins was attributable to our company-wide cost reduction initiatives
that were implemented during 2001. These initiatives included improved labor
productivity, reduction of overtime, freight and scrap expenses at the Nelson
facilities and centralized purchasing management to take advantage of quantity
discounts from suppliers.

Selling, General and Administrative Expenses.Selling, general and
administrative expenses for the year ended December 31, 2001 increased $1.9
million, or approximately 7.5%, to $27.4 million from $25.5 million for the
year ended December 31, 2000. The increase was due primarily to increased
staffing levels in several key areas including executive management, finance
and marketing. As a percentage of sales, SG&A expenses were 5.4% in 2001
compared to 4.6% in 2000.

Amortization Expense.Amortization expense for the year ended December
31, 2001 increased $3.4 million, or approximately 30.1%, to $14.7 million from
$11.3 million for the year ended December 31, 2000. During the fourth quarter
of 2001, we concluded the unamortized balance of goodwill related to our
Mexican operation was not realizable. Accordingly, amortization expense for
2001 includes approximately $4.0 million related to the write-off of this
goodwill. The amortization of goodwill ceased effective January 1, 2002 with the implementation of SFAS No. 142,
Goodwill and Other Intangible Assets.

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##### Table of Contents



Interest Expense.Interest expense for the year ended December 31, 2001
decreased $8.9 million, or approximately 14.2%, to $53.6 million from $62.5
million for the year ended December 31, 2000. Of this $8.9 million reduction,
$2.2 million was due to lower average debt in 2001 compared to 2000. The
remaining $6.7 million reduction was attributed to lower average interest rates
on our floating rate indebtedness. For example, interest rates on our Term A
and B loans in December 2001 were 5.7% and 5.9%, respectively; rates on the
same debt instruments in December 2000 were 10.5% on the Term A debt and 10.3%
on Term B debt. Interest rates on the Companys U.S. revolving line of credit
averaged 7.1% in December 2001 compared to 11.8% in December 2000.

Income Taxes.Our pretax loss for the year ended December 31, 2001
decreased $8.6 million, or approximately 66.2%, to $4.4 million compared to a
pretax loss of $l3.0 million in 2000. Despite the pretax loss, we recorded an
income tax provision of $2.6 million in 2001. The provision relates to minimum
state income taxes for our US operations and from providing a valuation
allowance for tax benefits associated with foreign losses. In 2000, we
recorded an income tax benefit of $3.5 million, representing an effective tax
rate of 27.2%. The effective tax rate is less than the federal statutory rate
due primarily to the effects of non-deductible goodwill amortization.

Liquidity and Capital Resources

Sources of Cash

Our principal sources of cash are cash flow from operations, commercial
borrowings and sale of equity securities. For the year ended December 31, 2002
and 2001, we generated cash from operations of $12.6 million and $37.1 million,
respectively. Cash generated from operations before changes in working capital
items was $49.6 million for 2002 compared to $55.9 million in 2001. Increases
in working capital used cash of $37.0 million during 2002 compared to $18.8
million in 2001. The increases in working capital resulted from changes in
trade receivable, inventory and trade payable levels. Trade receivable
balances increased slightly in 2002, requiring $0.6 million of cash, compared
to a source of cash in 2001. The receivables growth in 2002 was a result of
higher sales as compared to 2001. The reduction in trade receivables in 2001
occurred after the Company began participating in accelerated collection
programs with several of our customers in North America. Inventory growth
needed to support higher sales in 2002 used cash of $3.4 million, compared to
the $9.2 million source of cash realized by inventory reduction in 2001.
Reduced accounts payable, along with changes to other assets and liabilities,
used cash of $33.0 million in 2002 compared to a $61.7 million cash use in
2001. The payables reduction was due to more restrictive trade credit terms
prior to amending the senior credit facility and new borrowing under a new
secured second lien term loan, further discussed below, which was completed on
December 27, 2002.

In April 1999, we entered into a senior credit facility that provided for
aggregate borrowings of approximately $370.0 million. On October 15, 1999, we
amended and restated the senior credit facility in connection with the
acquisitions of Nelson to provide for an additional $100.0 million of available
borrowings. On November 30, 2000, the senior credit facility was amended to
defer certain principal repayments scheduled for 2001 to future years and to
amend certain restrictive covenants included in the senior credit facility.

In May 1999, we completed an offering of $175.0 million of 111⁄2% senior
subordinated notes due 2009. The net proceeds of the offering of approximately
$169.6 million and $0.4 million of cash on hand were used to retire all of the
borrowings under the subordinated bridge financing facility, $2.5 million of
borrowings under the tranche A term loan and $37.5 million of borrowings under
the tranche B term loan of the senior credit facility. We did not make an
interest payment on the notes of approximately $10.1 million on December 2,
2002, the scheduled payment date. We made such payment on December 27, 2002,
within the thirty day grace period allowed by the indenture governing the
notes.

In connection with the October 1999 acquisition of Nelson, we borrowed
$30.0 million from Tower Automotive, Inc. (Tower) through the issuance of a
71⁄2% convertible subordinated promissory note due October 14, 2009. In
November 2000, Tower exchanged its 71⁄2% convertible subordinated promissory
note for a total of 7,124 shares of Class A-1 common stock. The Class A-1
common stock accrues pay-in-kind dividends at an annual rate of 71⁄2%. The dividends
are payable, at the sole election of the holder, in either (i) shares of Class
A-2 common stock equal to the amount of the dividend to be paid divided by
$4,211 or (ii) shares of Class A common stock equal to the amount of the
dividend to be paid divided by $5,897.

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##### Table of Contents



On May 24, 2000, we sold an aggregate of 4,191 shares of our common stock
to certain existing stockholders for approximately $17.9 million, the proceeds
of which were used to repay indebtedness incurred in connection with the Nelson
acquisition.

In October 2002, certain of the Companys stockholders purchased trade
accounts receivable from the Company to provide additional liquidity. The
total discount for all trade receivables purchased by the stockholders was
approximately $15,000. The maximum amount purchased by the stockholders was
approximately $4.2 million. All trade receivables purchased by the
stockholders were collected by October 25, 2002.

On November 30, 2000, we sold 14,248 shares of nonvoting Class P common
stock to certain existing stockholders for an aggregate of $60 million. The
Class P common stock accrued dividends at an annual rate of 8% and the
dividends are payable in cash at the time of redemption of the Class P common
stock.

On December 27, 2002, we amended the senior credit facility and incurred
the additional following indebtedness:



| | (i)  |  | $95.0 million of a Tranche C term loan under the senior
credit facility, which resulted in proceeds of $90.3 million after
payment of certain fees to the lenders. The Tranche C term loan is
part of our senior credit facility and matures in October 2006. The
loan bears interest at the greater of 11% or prime plus 6%, payable
quarterly. There are no scheduled principal payments until
maturity. All principal payments are subject to an exit fee of 5%
of such principal payment.
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | $96.4 million secured second lien term loan, which resulted
in net proceeds of $94.0 million net of debt discount. The second
lien term loan bears 12% cash interest, payable quarterly, and 7%
deferred interest. The principal and deferred interest are due on
December 31, 2007. The term loan is secured by a second lien on
substantially all of our domestic assets. We also issued warrants
to acquire 5% of our authorized Q-1 shares to the lenders of the
second lien term loans. 

Concurrently with the debt issuances, we issued 65.1 million shares of
Class Q-1 and 11.6 million shares of Class Q-2 common stock to a partnership
owned by certain of our stockholders for total proceeds of $1 million.

The net proceeds from the debt and stock issuances described above were
used to retire all tranche A term loan balances of $125.4 million, repay $16.6
million of the tranche B term loan, reduce borrowings under the revolving
credit facility by $33.8 million and pay transaction related costs of $9.5
million.

In connection with the financing described above, we also amended our
senior credit facility to extend the revolving credit facility availability
until June 30, 2006. Our senior credit facility and the secured second lien
notes include certain restrictive financial covenants including minimum
interest coverage and maximum leverage ratios. In July, November and
December of 2002, we and our lenders amended financial covenants and the senior
credit facility. We were in compliance with all covenants as of December 31,
2002.

As of December 31, 2002, our senior credit facility consisted of: (A) a
$132.7 million tranche B term loan that matures in October 2006, bears interest
at prime plus 3.5% or LIBOR plus 4.5% and has no scheduled principal repayments
until maturity; (B) a $95.0 million tranche C term that matures in October
2006, bears interest at greater of 11% or prime plus 6% and has no scheduled
principal repayments until maturity; and (C) a $90.0 million revolving credit
facility. After giving effect to the financing transactions described above,
borrowings under the revolving credit facility totaled $55.0 million as of
December 27, 2002.

As a result of the issuance of the Class Q-1 and Q-2 shares and amendment
to the Companys Articles of Incorporation in December 2002, the Company
concluded that the Class P and Class A-1 accrued dividends will not be paid.
Accordingly, the Company credited to retained earnings the accrued Class P cash
dividends of $10.0 million and the accrued Class A-1 in-kind dividends of $1.9
million. Furthermore, the Class P and A-1 shares will not accrue the
aforementioned dividends in the future.

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Net cash provided by financing activities totaled $18.5 million during
2002 compared with net cash used by financing activities of $3.9 million in
2001. New borrowings under our $95 million tranche C term loan and $96.4
million secured second lien term loan, were used to repay previous borrowings
as of December 27, 2002 of $175.8 million under our tranche A and tranche B
term loans.

Uses of Cash

Net cash used in investing activities was $29.1 million during 2002
compared to $37.2 million during 2001, all of which represent capital
expenditures. Such capital expenditures were primarily for equipment purchases
related to new or replacement programs. In 2002, we entered into a sale
leaseback on certain equipment in the amount of $4.6 million at the Glasgow
facility. We expect that capital expenditures will be in the range of $35
million to $40 million in 2003.

Liquidity

We have a substantial amount of leverage. As of December 31, 2002, we had
outstanding indebtedness of approximately $585.6 million. In addition, cash
interest expense will approximate $56.8 million in 2003. However, the December
27, 2002 financing transactions eliminated all scheduled senior debt principal
repayments until 2006. As of December 31, 2002, we had borrowing availability
under our revolving credit facility and cash on hand of approximately $37.8
million. However, we also had $24.7 million of unsecured sterling loan notes
outstanding at December 31, 2002, that were guaranteed by a letter of credit
that expired in January 2003 under our revolving credit facility. Payment was
made in the first quarter of 2003 through borrowings under our revolving credit
facility. The borrowing availability under the revolving credit facility was
not impacted by this payment.

We believe that cash generated from operations together with available
borrowings under our senior credit facility will provide sufficient liquidity
and capital resources to fund working capital, debt service obligations and
capital expenditures for the foreseeable future. The assumptions underlying
this belief include, among other things, that there will be no material adverse
developments in either our business or the automotive market in general.
There can be no assurances, however, that these assumed events will occur. For
example, the general slowdown in the U.S. economy that resulted in lower
automotive and light truck production during 2001 had a negative impact on our
operations.

Contractual Obligations and Commercial Commitments

Our contractual obligations as of December 31, 2002 were as follows (in
thousands):

|                          |  |                        |         |      |  |      |        |      |  |      |        |      |  |            |       |  |  |   |         |  |  |   |        |  |  |          |         | 
|------------------------- |  | ---------------------- | ------- | ---- |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | ---------- | ----- |  |  | - | ------- |  |  | - | ------ |  |  | -------- | ------- | 
|                          |  | Payments Due by Period
|                          |  |                       
|                          |  |                        |         |      |  |      |        |      |  |      |        |      |  |            |       |  |  |   |         |  |  |   |        |  |  | 2008 and
|Contractual Obligations   |  | Total                  |         | 2003 |  | 2004 |        | 2005 |  | 2006 |        | 2007 |  | thereafter
|                          |  |                        |         |      |  |      |        |      |  |      |        |      |  |           
|Long-term debt            |  | $                      | 568,715 |      |  | $    | 7,295  |      |  | $    | 3,023  |      |  | $          | 2,444 |  |  | $ | 281,478 |  |  | $ | 95,965 |  |  | $        | 178,510 | 
|Capital lease obligations |  |                        | 16,848  |      |  |      | 5,047  |      |  |      | 4,731  |      |  |            | 3,592 |  |  |   | 2,049   |  |  |   | 1,237  |  |  |          | 192     | 
|Operating leases          |  |                        | 20,927  |      |  |      | 7,740  |      |  |      | 5,584  |      |  |            | 3,307 |  |  |   | 2,261   |  |  |   | 1,233  |  |  |          | 802     | 
|                          |  |                        |         |      |  |      |        |      |  |      |        |      |  |            |       |  |  |   |         |  |  |   |        |  |  |          |         | 
|Balance at December 31    |  | $                      | 606,490 |      |  | $    | 20,082 |      |  | $    | 13,338 |      |  | $          | 9,343 |  |  | $ | 285,788 |  |  | $ | 98,435 |  |  | $        | 179,504 | 
|                          |  |                        |         |      |  |      |        |      |  |      |        |      |  |            |       |  |  |   |         |  |  |   |        |  |  |          |         | 

At December 31, 2002, our commercial commitments included $28.6 million of
standby letters of credit which were available under our senior credit
facility.

Pension Plans

The Company maintains two defined benefit pension plans, which cover all
union associates at our Grandville, Michigan facility and pre-acquisition
associates at our United Kingdom facilities. Our policy is to fund each plan
based upon actuarially determined amounts and as required by law.

The assumptions used to account for plan assets include a discount rate of
5.6% to 6.75% for 2002 based upon a review of long-term bonds as reviewed by
our actuaries. The top end of discount rate has decreased from our range of
5.5% to 7.25% in 2001. In developing our expected long-term rate of return
assumption, we evaluated input from our actuaries as well as review of broad
equity and bond indices. We decreased our long-term return assumption from our
2001 range of 8.0% to 9.0% to 8.0%.

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We regularly review our actual asset allocation and periodically balance
our investments to our targeted allocation when considered appropriate. We
will continue to evaluate at least annually our actuarial assumptions,
including our expected rate of return, and will adjust these as necessary. Our
measurement date for both plans is as of October 31, 2002. For both plans, the
Company ensured that it is in compliance with SFAS No. 87, Employers
Accounting for Pensions.

Our actual return on plan assets approximated $(0.3) million and $(5.6)
million for the years ended December 31, 2002 and December 31, 2001,
respectively. The Company contributed $2.6 million and $1.8 million for the
years ended December 31, 2002 and December 31, 2001, respectively. The actual
return on plan assets and contributions are based upon a number of our
actuarial assumptions as described above. The fair value of our Plan assets
has increased from $30.3 million at December 31, 2001 to $33.0 million at
December 31, 2002. The investment performance returns and declining discount
rates have increased our under funded position from $14.5 million at December
31, 2001 to $16.2 million at December 31, 2002. The Company will be making the
required quarterly payments as determined by our actuaries to supply the
continuation of our pension plans. Our total expected payment for 2003 is
expected to be approximately $0.1 million.

Future actual pension expense will depend on future investment
performance, changes in future discount rates and various other factors related
to the populations participating in our pension plans. A discount rate
reduction of 0.5% combined with a decrease in the expected long-term return on
assets of 0.25% will impact net U.S. only benefit plans expense by
approximately $55,000.

The Company also maintains a noncontributory defined contribution plan
that covers certain U.S. based employees after one year of service.
Contributions made by the Company are based upon the number of hours worked for
participants. All investments are self-directed by participants.

Seasonality

We typically experience decreased sales and operating income during the
third calendar quarter of each year due to production shutdowns at OEMs for
model changeovers and vacations.

Effects of Inflation

Inflation affects us in two principal ways. First, a portion of our debt
is tied to prevailing short-term interest rates which may change as a result of
inflation rates, translating into changes in interest expense. Second, general
inflation can impact material purchases, labor and other costs. While the
contracts with customers provides for pass through increases in the price of
aluminum. We do not have the ability to pass through inflation-related cost
increases for labor and other costs. In the past few years, however, inflation
has not significantly affected the operating results.

Market Risk

We are exposed to various market risks arising from adverse changes in
market rates and prices, such as foreign currency exchange and interest rates.
We do not enter into derivatives or other financial instruments for trading or
speculative purposes. The strategy for management of currency risk relies
primarily upon conducting operations in such countries respective currencies
and we may, from time to time, engage in hedging programs intended to reduce
our exposure to currency fluctuations. The counterparties are major financial
institutions.

Interest rate risk is managed by balancing the amount of fixed and
variable debt. For fixed rate debt, interest rate changes affect the fair
market value of such debt but do not impact earnings or cash flows. Conversely
for variable rate debt, interest rate changes generally do not affect the fair
market value of such debt, but do impact future earnings and cash flows, assuming other
factors are held constant. At December 31, 2002, all of our debt other than
the senior subordinate notes and secured second lien notes were variable rate
debt. Holding other variables constant (such as foreign exchange rates and
debt levels), a one percentage point change in interest rates would be expected
to have an estimated impact on pre-tax earnings and cash flows for the next
year of approximately $4.1 million.

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We have entered into an interest rate swap agreement with a bank having a
notional amount of $75 million to reduce the impact of changes in interest
rates on the floating rate long-term debt. This agreement effectively changes
the interest rate exposure on $75 million of floating rate debt from a LIBOR
base rate to a fixed base rate of 6.6%. The interest rate swap agreement
matures December 31, 2003. We are exposed to credit loss in the event of
nonperformance by the other parties to the interest rate swap agreement.
However, we do not anticipate nonperformance by the counterparties. The fair
value of the interest rate swap as of December 31, 2002 was a liability of $1.1
million, which is recorded in the December 31, 2002 balance sheet.

A portion of our sales is derived from manufacturing operations in the UK,
Spain and Mexico. The results of operations and the financial position of the
operations in these countries are principally measured in their respective
currency and translated into U.S. dollars. The effects of foreign currency
fluctuations in such countries are somewhat mitigated by the fact that expenses
are generally incurred in the same currencies in which sales are generated.
The reported income of these operations will be higher or lower depending on a
weakening or strengthening of the U.S. dollar against the respective foreign
currency.

Certain of our assets are located in foreign countries and are translated
into U.S. dollars at currency exchange rates in effect as of the end of each
period, with the effect of such translation reflected as a separate component
of stockholders investment. Accordingly, the consolidated stockholders
investment will fluctuate depending upon the weakening or strengthening of the
U.S. dollar against the respective foreign currency.

New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards No. 141, Business Combinations
(SFAS No. 141) and No. 142, Goodwill and Other Intangible Assets (SFAS No.
142). SFAS No. 141 requires all business combinations initiated after June
30, 2001 to be accounted for using the purchase method of accounting. Under
SFAS No. 142, goodwill and intangible assets with indefinite lives are no
longer amortized but are reviewed annually, or more frequently if impairment
indicators arise. Separable intangible assets that are not deemed to have
indefinite lives will continue to be amortized over their useful lives. See
Critical Accounting Policies below for further discussion.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations. SFAS No. 143 establishes accounting and reporting
standards of obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. It requires that the fair
value of a liability for an asset retirement obligation be recognized in the
period in which it is incurred if a reasonable estimate of the fair value can
be made. The associated asset retirement costs are capitalized as part of the
carrying amount of the long-lived asset. The Company will adopt SFAS No. 143
effective January 1, 2003 and does not expect the adoption to have a material
effect on the Companys financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144, Impairment or Disposal of
Long-Lived Assets, which is effective for fiscal years beginning after
December 15, 2001. The provisions of this Statement provide a single accounting
model for impairment of long-lived assets. The adoption of SFAS No. 144 on
January 1, 2002 did not have a material impact on the Companys financial
position or its results of operations.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. This statement eliminates the automatic classification of gain
or loss on extinguishment of debt as an extraordinary item of income and
requires that such gain or loss be evaluated for extraordinary classification
under the criteria of Accounting Principles Board No. 30, Reporting Results of Operations. This
statement also requires sales-leaseback accounting for certain transactions,
and makes various other technical corrections to existing pronouncements. The
adoption of this statement will be effective for the fiscal year commencing on
January 1, 2003, at which time the loss on early retirement of debt will be
presented as a component of income from continuing operations.

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In July 2002, the Financial Accounting Standards Board issued SFAS No.
146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS
No. 146 addresses financial accounting and reporting for costs associated with
exit or disposal activities and nullifies EITF Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring). The
principal difference between SFAS No. 146 and EITF 94-3 relates to SFAS No.
146s requirements for the timing of recognizing a liability for a cost
associated with an exit or disposal activity. SFAS No. 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. Under EITF 94-3, a liability for an exit cost
was recognized at the date of an entitys commitment to an exit plan. SFAS No.
146 is effective for exit or disposal activities that are initiated after
December 31, 2002. SFAS No. 146 also increases the disclosure requirements
associated with exit or disposal activities. SFAS No. 146 is applied
prospectively. As discussed in Note 12, the Company announced the closure of
its Grandville facility on December 31, 2002. All accruals related to the
closure made in 2002 were in compliance with EITF 94-3. Accounting for the
exit activities related to this closure will be in accordance with SFAS No. 146
commencing in 2003 and any relevant additional liabilities will be recorded
when they are incurred.

In November 2002, the FASB issued Interpretation No. (FIN) 45,
Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. FIN 45 elaborates on the
disclosures to be made by a guarantor about its obligations under certain
guarantees that it has issued. It also clarifies that a guarantor is required
to recognize, at the inception of a guarantee, a liability for the fair value
of the obligation undertaken in issuing the guarantee. The recognition and
measurement provisions of FIN 45 are effective for all guarantees issued or
modified after December 31, 2002. The Company does not have any guarantees
which require disclosure.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most
critical accounting policies in their periodic reports under the caption
Managements Discussion and Analysis of Financial Condition and Results of
Operations. The SEC indicated that a critical accounting policy is one
which is both important to the portrayal of their financial condition and
results and requires managements most difficult, subjective or complex
judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain. Management believes that the following
accounting policies fit this definition.

Critical Accounting Estimates.Preparation of the Corporations financial
statements requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues and expenses. Note 3 to
the Consolidated Financial Statements describes the significant accounting
policies used in preparation of the Consolidated Financial Statements.
Management believes the most complex and sensitive judgments, because of their
significance to the Consolidated Financial Statements, result primarily from
the need to make estimates about the effects of matters that are inherently
uncertain. The most significant areas involving management judgments and
estimates are described below. Actual results in these areas could differ from
managements estimates.

Revenue Recognition. We typically enter into contracts to provide
products for the life of a platform for automotive original equipment
manufacturers. Revenue is recognized when the product is shipped from our
facility as that is the time that title passes to the customer and the selling
price is fixed. We establish reserves as appropriate for any pricing related
disputes.

Reserve for Doubtful Accounts.Senior management reviews the accounts
receivable aging on a monthly basis to determine if any receivables will
potentially be uncollectible. Detailed reviews are conducted on any accounts
significantly in arrears or of material amounts. After all attempts to collect
the receivable have failed, the receivable is written off against the reserve.
Based on the information available, management believes the reserve for doubtful accounts of $1.8 million as
of December 31, 2002 is adequate. However, no assurances can be given that
actual write-offs will not exceed the recorded reserve.

Loss Contracts.We are committed under certain existing agreements to
supply products to our customers at selling prices which are not sufficient to
cover the costs to produce such product. These agreements were part of an
acquisition made by the Company. In such situations, we record a liability for
the estimated future amount of losses. Such losses are recognized at the time
that the loss is probable and reasonably estimatable and are recorded at the
minimum amount necessary to fulfill the obligation to the

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customer. Losses are
estimated based upon information available at the time of the estimate,
including future production volume estimates, length of the program and selling
price and product information, and adjusted as new facts are determined. Any
change in the estimate will result in a change in period income. The reserve
was reduced by $6.1 million for the year ended December 31, 2002 and $29.4
million for the year ended December 31, 2001. The liability was reduced due to
sales of products and also included an adjustment of approximately $1.1 million
due to cost reductions and reductions in estimated future shipments in 2002 and
$8.3 million in 2001. Interest expense recognized related to loss contracts
was $0.2 million for the year ended December 31, 2002 and $1.8 million for the
year ended December 31, 2001.

Valuation of Long-Lived Assets and Investments.We periodically review
the carrying value of our long-lived assets and investments for continued
appropriateness. This review is based upon our projections of anticipated
future cash flows and is performed whenever events or changes in circumstances
indicate that asset carrying value may not be recoverable. Such changes in
circumstances include, but are not limited to, significant adverse changes in
the extent or manner in which a long-lived asset or group of assets is being
used, the accumulation of costs significantly in excess of the amount
originally expected for the acquisition of a long-lived asset or group of
assets, current-period operating or cash flow loss combined with a history of
operating or cash flow losses or a projection or forecast that demonstrates
continuing losses associated with the use of a long-lived asset or group of
assets, and expectations that, more likely than not, a long-lived asset or
group of assets will be sold or otherwise disposed of significantly before the
end of its previously estimated useful life.

The closure of our Grandville production facility, which was announced in
December 2002, prompted our review of the recoverability of long-lived assets
at the Grandville facility. We categorized the Grandville assets by those that
will be transferred to our Sheboygan and Glasgow production facilities, those
that will be sold, and those that will be disposed of. We projected the future
cash flows on the latter two categories of these assets to be less than their
carrying value. Our estimated future cash flows for the Grandville assets
included assumptions regarding the fair value of assets to be sold, based in
part on independent appraisals, and the extent of use and duration of time,
which the assets will continue to be utilized. While management believes that
its estimates of future cash flows are reasonable, different assumptions
regarding such cash flows could materially affect the valuations. See further
discussion of the Grandville closure under Restructuring Costs below.

Goodwill.Upon adoption of SFAS No. 142, we completed step one of the
transitional goodwill impairment test, using a combination of valuation
techniques, including the discounted cash flow approach and the market multiple
approach, for each of our six reporting units (Sheboygan including Allotech;
the Grandville, Michigan, and Glasgow, Kentucky facilities of Nelson; JLF
Benton Harbor; JLF UK; and Ansola). The step one impairment test demonstrated
that the fair market value of our Grandville, Glasgow, Benton Harbor, and JLF
UK reporting units potentially exceeded the carrying value of the related
goodwill. We then completed the step two impairment test for these four
reporting units by utilizing the valuation techniques previously described for
the step one test, and determined the fair value of assets and liabilities,
using independent appraisals for property, plant, and equipment and other
identifiable intangible assets. After comparing the fair value of these assets
and liabilities to the fair value of the reportable units, we concluded that
the goodwill associated with these four reportable units was fully impaired.

Accordingly, we recorded a transitional impairment charge of approximately
$202.6 million, which was recorded as a cumulative effect of a change in
accounting principle in the Companys consolidated statement of operations for
the year ended December 31, 2002.

While management believes that the estimates utilized in our step one and step
two impairment tests are reasonable, different assumptions regarding a) recent
financial performance, market trends, strategic plans and other available
information that management used to estimate the future cash flows; b) the
discount rates used to estimate the present value of future cash flows, c) the market
multiple used to in part to estimate the enterprise value of our reporting
units, and d) the estimates of fair value of identifiable assets, other than
goodwill, could materially affect these valuations. We will continue to assess
the realizability of the remaining goodwill of $95.2 million, which is
associated with our Sheboygan and Ansola reporting units. If the fair value of
the goodwill is determined under the provisions of SFAS 142 to be less than
book value, we will record the appropriate impairment charge.

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In 2001, the current and historical operating and cash flow losses of our
Mexico operating segment combined with forecasts that demonstrated continuing
losses prompted us to assess the recoverability of the long-lived assets of the
Mexico operating segment. Based on our assessment, the carrying value of
Mexicos goodwill exceeded its fair value, and we accordingly recorded an
impairment charge of approximately $4.0 million on the Mexico goodwill asset.
The impairment charge for the Mexico goodwill was evaluated and measured under
SFAS No. 121, portions of which were amended and superceded by SFAS No. 142
effective January 1, 2002, as previously discussed.

Pension and Other Post-Employment Benefits.The determination of the
obligation and expense for pension and other postretirement benefits is
dependent on the selection of certain assumptions used by actuaries in
calculating such amounts. Those assumptions are described in Note 9 to the
Consolidated Financial Statements and include, among others, the discount rate,
expected long-term rate of return on plan assets, as well as expected increases
in compensation and healthcare costs. In accordance with generally accepted
accounting principles, actual results that differ from these assumptions are
accumulated and amortized over future periods and, therefore, generally affect
the recognized expense and recorded obligation in such future periods. While
the Company believes that its current assumptions are appropriate based on
available information, significant differences in the actual experience or
significant changes in the assumptions may materially affect the pension and
other postretirement obligations and the future expense.

Income Tax Accounting.As part of the process of preparing the
consolidated financial statements, management is required to estimate income
taxes in each of the jurisdictions in which it operates. The process involves
estimating actual current tax expense along with assessing temporary
differences resulting from differing treatment of items for book and tax
purposes. These temporary differences result in deferred tax assets and
liabilities, which are included in the consolidated balance sheet. Management
records a valuation allowance to reduce its deferred tax assets to the amount
that is more likely than not to be realized. Management has considered future
taxable income and ongoing tax planning strategies in assessing the need for
the valuation allowance. Increases in the valuation allowance result in
additional expense to be reflected within the tax provision in the consolidated
statement of income. Our historical income has been adversely impacted by the
impairment of goodwill and the restructuring charge previously discussed as
well as other non-recurring events such as integration difficulties involving
the acquisition of Nelson. As a result of accounting charges related to these
events, we have incurred accounting losses on a cumulative basis since 1999.
While management anticipates there will be positive income generated over time
due to significant new business awards and cost reductions that will result
from planned restructuring, the interpretations of SFAS No. 109 place greater
emphasis on historical results and verifiable events than projected future
results. Because SFAS No. 109, Accounting for Income Taxes, requires the
Company to weight historical reported results greater than projections of
future income, the Company increased its valuation allowance on the deferred
tax assets to $93.3 million at the end of 2002. As we potentially realize
positive earnings in the future, we will reassess the need for this valuation
allowance, and based on positive historical earnings and projections that
demonstrate all or a portion of the related tax assets will be utilized, we
will appropriately reduce the valuation allowance and credit the income tax
provision.

Restructuring Costs.In 2002, we recorded a pre-tax restructuring charge
of $21.3 million in regards to the closing of our Grandville, Michigan facility
as described in Note 12 to the Consolidated Financial Statements. Included in
this charge are costs associated with closing the facility of $3.3 million and
asset impairments of $18.0 million. These charges related to the impairment of
property, plant and equipment, lease terminations, employee-related costs and
other exit costs. These actions are expected to result in the net workforce
reduction of approximately 225 salaried and hourly employees, the elimination
of approximately 224,000 square feet of facilities and the disposal of assets
associated with the exited facilities. Shutdown expenses that occur in 2003
will be expensed in accordance with SFAS No. 146.




ITEM 7A.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

See Market Risk section of Item 7.




ITEM 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of the Company are hereby attached to this
document beginning on page 46.

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

On January 6, 2003, the Board of Directors of the Company adopted
resolutions that formally dismissed Arthur Andersen LLP as its independent
auditor and formally engaged Deloitte & Touche LLP as its new independent
auditors. The Company filed a Current Report on Form 8-K/A with the SEC on
February 4, 2003 disclosing the information required by this Item 9.




PART III






|ITEM 10. |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
|-------- |  | --------------------------------------------------

The following table sets forth certain information with respect to our
current directors and executive officers and their ages as of March 14, 2003:

|                      |  |     |    |                       |  |                                                 |  | 
|--------------------- |  | --- | -- | --------------------- |  | ----------------------------------------------- |  | 
|Name                  |  | Age |    | Principal Position(s)
|                      |  |     |    |                      
|Scott D. Rued         |  |     | 46 |                       |  | Chairman and Director                          
|David S. Hoyte        |  |     | 55 |                       |  | President, Chief Executive Officer and Director
|Mark S. Burgess       |  |     | 43 |                       |  | Chief Financial Officer                        
|Charles M. Waldon     |  |     | 53 |                       |  | Chief Technical Officer                        
|Juan Manuel Orbea     |  |     | 50 |                       |  | General Manager of Ansola                      
|Dugald K. Campbell    |  |     | 56 |                       |  | Director                                       
|S.A. (Tony) Johnson |  |     | 62 |                       |  | Director                                       
|Eric J. Rosen         |  |     | 41 |                       |  | Director                                       
|Karl F. Storrie       |  |     | 64 |                       |  | Director                                       
|John L. Thomson       |  |     | 51 |                       |  | Director                                       

Scott D. Ruedhas served as a Director of the Company since April 2001 and
Chairman since March 11, 2003. Mr. Rued has been Chief Executive Officer and
President of Hidden Creek Industries (Hidden Creek) since May 2001. From
January 1994 through May 2001, he served as Executive Vice President and Chief
Financial Officer of Hidden Creek and from June 1989 through 1993 was Vice
President  Finance and Corporate Development of Hidden Creek. Mr. Rued is
also a director of Tower Automotive, Inc., a leading designer and producer of
structural components and assemblies for the global automotive market, and the
Chairman of Dura Automotive Systems, Inc., a manufacturer of driver control
systems, window systems and door systems for the global automotive industry.

David S. Hoytehas served as President and Chief Executive Officer of the
Company since February 7, 2001 and was elected a Director on February 22, 2001.
From 1997 to October 2000, Mr. Hoyte served as President of Arvin Industries
Ride & Motion Control Products. From 1996 to 1997, he served as Vice President
and Chief Improvement Officer of Arvin Industries. From 1995 to 1996, Mr.
Hoyte was employed at IBM Corporation as a Vice President. From 1992 through
1995, he was Executive Vice President, Operations of Frigidaire Company and
from 1987 to 1992 served as Vice President of Cummins Engine Company.

Mark S. Burgesshas served as Executive Vice President and Chief Financial
Officer of the Company since November 6, 2000. From 1999 through October 2000,
Mr. Burgess was President of Trailmobile Canada Limited. From 1990 through
1999, he served as Vice President and Chief Financial Officer of Trailmobile
Corporation. From 1985 to 1990, Mr. Burgess was a Vice President at Chase
Manhattan Bank.

Charles M. Waldonwas named Executive Vice President and Chief Technical
Officer of the Company on February 7, 2001. From April 1996 to February 2001,
he served as President, Chief Executive Officer of the Company. Mr. Waldon
joined J.L. French in 1983 and became Executive Vice President  Manufacturing
in 1987. Prior to joining the Company, Mr. Waldon was employed for 16 years by
GM in its aluminum die casting operation in Bedford, Indiana.

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Juan Manuel Orbeahas served as the General Manager of Ansola since 1977.
From 1993 until 1998, Mr. Orbea served as Chairman of the Spanish Technical
Association for the Development of Pressure Casting.

Dugald K. Campbellhas served as a Director of the Company since May 1999.
Mr. Campbell has also served as President, Chief Executive Officer and a
Director of Tower Automotive, Inc. since December 1993. From 1991 to 1993, Mr.
Campbell has served as a consultant to Hidden Creek. From 1988 to 1991, he
served as Vice President and General Manager of the Sensor Systems Division of
Siemens Automotive, a manufacturer of engine management systems and components.
From 1972 to 1988, Mr. Campbell held various executive, engineering and
marketing positions with Allied Automotive, a manufacturer of vehicle systems
and components and a subsidiary of AlliedSignal, Inc.

S.A. (Tony) Johnsonhas served as a Director of the Company since the
April 1999 recapitalization. He also served as Chairman from the April 1999
recapitalization through March 11, 2003. Mr. Johnson has been the Chairman of
Hidden Creek since May 2001. From 1989 to May 2001, he was Chief Executive
Officer and President of Hidden Creek. Mr. Johnson is also a General Partner
of J2R Partners III. Prior to forming Hidden Creek, Mr. Johnson served from
1985 to 1989 as Chief Operating Officer of Pentair, Inc., a diversified
industrial company. Mr. Johnson served as Chairman and a Director of
Automotive Industries Holding, Inc., a supplier of interior trim components to
the automotive industry, from May 1990 to August 1995. Mr. Johnson is also
Chairman and director of Tower Automotive, Inc. and a director of Dura
Automotive Systems, Inc.

Eric J. Rosenhas served as a Director of the Company since the April 1999
recapitalization. Mr. Rosen is Managing Director of Onex Investment Corp., a
diversified industrial corporation and an affiliate of Onex, and served as a
Vice President of Onex Investment Corp. from 1989 to February 1994. Prior
thereto, Mr. Rosen was employed in the merchant banking group at Kidder,
Peabody & Co. Incorporated from 1987 to 1989. Mr. Rosen is also a director of
Dura Automotive Systems, Inc., and DRS Technologies, Inc.

Karl F. Storriehas served as a Director of the Company since May 1999.
Mr. Storrie served as President and Chief Executive Officer of Dura Automotive
Systems, Inc. from March 1991 until January 2003. Prior to joining Dura
Automotive Systems, Inc. and from 1986, Mr. Storrie was Group President of a
number of aerospace manufacturing companies owned by Coltec Industries, a
multi-divisional public corporation. From 1981 to 1986 and prior to becoming a
Group President, Mr. Storrie was a Division President of two aerospace design
and manufacturing companies for Coltec Industries. During his thirty-five year
career, Mr. Storrie has held a variety of positions in technical and operations
management. Mr. Storrie is also a director of Dura Automotive Systems, Inc.
and Argo-Tech Corporation, a manufacturer of aircraft fuel, boost and transfer
pumps.

John L. Thomsonhas served as a Director of the Company since November
2000. Mr. Thomson is a General Partner of Norwest Equity Partners, a private
equity firm. Prior to joining Norwest Equity Partners in 1984, Mr. Thomson was
with Norwest Bank for 10 years, as an active leader in the management buyout
marketplace.

Each director is elected to serve until the next annual meeting of
stockholders or until a successor is duly elected and qualified. Our executive
officers are duly elected by the board to serve until their respective
successors are elected and qualified. There are no family relationships
between any of our directors or executive officers. Directors are elected
pursuant to the terms of an investor stockholders agreement. See Certain
Relationships and Related Transactions  Investor Stockholders Agreement.

Our directors are currently not entitled to receive any compensation for
serving on the board. Directors are reimbursed for their out-of-pocket
expenses incurred in connection with such services.

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ITEM 11.         EXECUTIVE COMPENSATION

The following table sets forth compensation information for 2002, 2001 and
2000 for our chief executive officer and the four other executive officers who
were the most highly compensated executive officers for that year (Named
Executive Officers).

Summary Compensation Table

|                            |                                              |                      |      |                     |      |         |         |         |         |         |         |              |         |              |       |              |       |           |        |         |       | 
|--------------------------- | -------------------------------------------- | -------------------- | ---- | ------------------- | ---- | ------- | ------- | ------- | ------- | ------- | ------- | ------------ | ------- | ------------ | ----- | ------------ | ----- | --------- | ------ | ------- | ----- | 
|                            |                                              |                      |      | Annual Compensation
|                            |                                              |                      |      |                    
|                            |                                              |                      |      |                     |      |         |         |         |         |         |         |              |         |              |       | Other Annual |       | All Other
|                            |                                              |                      |      |                     |      |         |         | Salary  |         | Bonus   |         | Compensation |         | Compensation
|Name and Principal Position |                                              |                      |      |                     |      | ($) (5) |         | ($) (5) |         | ($) (6) |         | ($) (7)     
|                            |                                              |                      |      |                     |      |         |         |         |         |         |         |             
|David S. Hoyte              |                                              |                      | 2002 |                     |      | $       | 419,711 |         |         | $       | 167,918 |              |         | $            | 4,541 |              |       | $         | 41,716 |        
|                            | President, Chief Executive Officer(1)        |                      |      | 2001                |      |         |         | 328,846 |         |         |         | 371,000      |         |              |       |             |       |           |        | 152,924 |      
|                            |                                              |                      | 2000 |                     |      |         |        |         |         |         |        |              |         |              |      |              |       |           |       |        
|Mark S. Burgess             |                                              |                      | 2002 |                     |      |         | 357,500 |         |         |         | 141,530 |              |         |              | 3,917 |              |       |           | 81,753 |        
|                            | Executive Vice President, Chief Financial    |                      |      | 2001                |      |         |         | 325,000 |         |         |         | 73,125       |         |              |       |             |       |           |        | 9,524   |      
|                            |                                              | Officer(2)           |      |                     | 2000 |         |         |         | 43,561  |         |         |              | 100,000 |              |       |              |      |           |        |         |      | 
|Charles M. Waldon           |                                              |                      | 2002 |                     |      |         | 356,730 |         |         |         | 115,238 |              |         |              | 4,828 |              |       |           | 4,232  |        
|                            | Executive Vice President, Chief              |                      |      | 2001                |      |         |         | 350,000 |         |         |         | 78,750       |         |              |       | 2,080        |       |           |        | 2,889   |      
|                            |                                              | Technical Officer(3) |      |                     | 2000 |         |         |         | 350,000 |         |         |              |        |              |       |              | 2,286 |           |        |         | 2,080 | 
|William J. Miller           |                                              |                      | 2002 |                     |      |         | 244,423 |         |         |         | 64,172  |              |         |              | 2,985 |              |       |           | 6,000  |        
|                            | Managing Director of Wisconsin Operations(4) |                      |      | 2001                |      |         |         | 46,538  |         |         |         | 40,000       |         |              |       |             |       |           |        | 1,269   |      
|                            |                                              |                      | 2000 |                     |      |         |        |         |         |         |        |              |         |              |      |              |       |           |       |        
|Steven Moore                |                                              |                      | 2002 |                     |      |         | 190,024 |         |         |         | 69,436  |              |         |              | 2,080 |              |       |           | 4,494  |        
|                            | Managing Director of Michigan                |                      |      | 2001                |      |         |         | 180,000 |         |         |         | 36,600       |         |              |       |             |       |           |        |        |      
|                            |                                              | Operations           |      |                     | 2000 |         |         |         | 160,000 |         |         |              |        |              |       |              |      |           |        |         |      | 



|(1) |  | Mr. Hoyte was appointed president and chief executive officer on February
7, 2001.                                                                                                                                                   
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Mr. Burgess was appointed executive vice president and chief financial
officer on November 6, 2000.                                                                                                                                  
|   
|(3) |  | Mr. Waldon served as president and chief executive officer through
February 7, 2001.                                                                                                                                                 
|   
|(4) |  | Mr. Miller was appointed managing director of Wisconsin operations on
January 30, 2002.                                                                                                                                              
|   
|(5) |  | Includes amounts deferred by employees under our 401(k) employee savings
plan.                                                                                                                                                       
|   
|(6) |  | The amounts disclosed in this column include amounts contributed to our
401(k) employees savings plan and profit sharing plan and dollar value of
premiums we paid for term life insurance on behalf of the Named Executive
Officers.
|   
|(7) |  | Includes the value of personal benefits and prerequisites, and relocation
expenses.                                                                                                                                                  

Option Grants in Last Fiscal Year

We did not grant any options during our last completed fiscal year.

Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values



Our Named Executive Officers did not exercise any options during our last
fiscal year and did not hold any unexercised options as of December 31,
2002.


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|ITEM 12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
|-------- |  | ----------------------------------------------------------------------------------------------

Our authorized capital stock consists of eleven classes of common stock
designated as class A common stock, class A-1 common stock, class A-2 common
stock, class B common stock, class C common stock, class D-1 common stock,
class D-2 common stock, class E common stock, class P common stock, class Q-1
common stock and class Q-2 common stock. As of December 31, 2002, we had the
following shares issued and outstanding (in each case, rounded to the nearest
share): 11,554 shares of class A common stock, 7,124 shares of class A-1
common stock, 20,660 shares of class B common stock, 5,165 shares of class C
common stock, 7,054 shares of class D-1 common stock, 7,314 shares of class D-2
common stock, 3,592 shares of class E common stock, 14,248 shares of class P
common stock, 65,118,328 shares of class Q-1 common stock and 11,592,672 shares
of class Q-2 common stock. The outstanding classes of common stock generally
differ with respect to dividend, liquidation preference and voting rights. The
holders of each of the outstanding classes of common stock are entitled to
receive distributions, whether as a dividend, liquidating distribution or
otherwise and whether in cash, property or securities, based on the relative
priority of, and the aggregate number of shares of such class outstanding as a
percentage of the total number of shares of common stock outstanding. These
distributions will be allocated between the various classes as set forth in our
certificate of incorporation. Each outstanding share of common stock (other
than shares of class D-2 common stock, class P common stock and class Q-2
common stock, which are non-voting) is entitled to one vote on all matters
submitted to a vote of stockholders. Except as otherwise required by our
certificate of incorporation or applicable law, all classes of voting common
stock (other than the class D-2 common stock, the class P common stock and the
class Q-2 common stock) vote together as a single class on all matters
submitted to a vote of the stockholders, including the election of directors.

The table below sets forth certain information regarding the equity
ownership of the Company as of March 14, 2003 by: (1) each person or entity
known by the Company to beneficially own five percent or more of a class of our
voting common stock, (2) each director and Named Executive Officer and (3) all
of the Companys directors and executive officers as a group. Unless otherwise
stated, each of the persons named in the table has sole voting and investment
power with respect to the securities beneficially owned by it or him as set
forth opposite its or his name. Beneficial ownership of the common stock
listed in he table has been determined in accordance with the applicable rules and
regulations promulgated under the Securities Exchange Act of 1934.

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|                                                  |  |           |   |        |            |           |   |            |     |        |   |  |      |            |   | 
|------------------------------------------------- |  | --------- | - | ------ | ---------- | --------- | - | ---------- | --- | ------ | - |  | ---- | ---------- | - | 
|                                                  |  |           |   |        |            |           |   |            |     |        |   |  |      | Percent of
|                                                  |  |           |   |        |            | Number of |   | Percent of |     | Voting
|Directors, Officers and 5% Stockholders           |  | Class     |   | Shares |            | Class     |   | Power(1)  
|                                                  |  |           |   |        |            |           |   |           
|Onex Corporation(2)(3)(4)(5)                      |  | Class A   |   |        | 24         |           |   |            | *   |        |   |  | (3   | )         
|                                                  |  | Class B   |   |        | 18,626     |           |   |            | 90  | %      |   |  | *    |           
|                                                  |  | Class P   |   |        | 6,251      |           |   |            | 44  | %      |   |  | (14  | )         
|                                                  |  | Class Q-1 |   |        | 42,779,050 |           |   |            | 66  | %      |   |  | 65.6 | %         
|J2R Partners III(6)                               |  | Class C   |   |        | 5,165      |           |   |            | 100 | %      |   |  | (3   | )         
|                                                  |  | Class E   |   |        | 3,592      |           |   |            | 100 | %      |   |  | (3   | )         
|Windward Entities(7)                              |  | Class A   |   |        | 6,093      |           |   |            | 53  | %      |   |  | *    |           
|                                                  |  | Class P   |   |        | 1,635      |           |   |            | 12  | %      |   |  | (14  | )         
|The Northwestern Mutual Life Insurance
Company(8) |  | Class D-1 |   |        | 4,876      |           |   |            | 69  | %      |   |  | (3   | )         
|                                                  |  | Class P   |   |        | 1,636      |           |   |            | 12  | %      |   |  | (14  | )         
|Robert W. Baird & Co. Entities(9)                 |  | Class D-1 |   |        | 1,950      |           |   |            | 28  | %      |   |  | (3   | )         
|                                                  |  | Class P   |   |        | 654        |           |   |            | 5   | %      |   |  | (14  | )         
|Norwest Equity Capital, L.L.C.(10)                |  | Class D-2 |   |        | 4,388      |           |   |            | 60  | %      |   |  | (14  | )         
|                                                  |  | Class P   |   |        | 1,472      |           |   |            | 10  | %      |   |  | (14  | )         
|BancAmerica Capital Investors II, L.P.(11)        |  | Class D-2 |   |        | 2,926      |           |   |            | 40  | %      |   |  | (14  | )         
|                                                  |  | Class P   |   |        | 981        |           |   |            | 7   | %      |   |  | (14  | )         
|Tower Automotive, Inc.(12)                        |  | Class A   |   |        | 2,578      |           |   |            | 22  | %      |   |  | (3   | )         
|                                                  |  | Class A-1 |   |        | 7,124      |           |   |            | 100 | %      |   |  | *    |           
|                                                  |  | Class P   |   |        | 692        |           |   |            | 5   | %      |   |  | (14  | )         
|S.A. Johnson(12)(13)                              |  | Class C   |   |        | 5,165      |           |   |            | 100 | %      |   |  | (3   | )         
|                                                  |  | Class E   |   |        | 3,592      |           |   |            | 100 | %      |   |  | (3   | )         
|                                                  |  | Class P   |   |        | 173        |           |   |            | 1   | %      |   |  | (14  | )         
|Charles M. Waldon(3)                              |  | Class A   |   |        | 757        |           |   |            | 7   | %      |   |  | (3   | )         
|David S. Hoyte                                    |  |           |  |        |            |           |  |            |     |        |  |  |      |            |  | 
|Mark S. Burgess                                   |  |           |  |        |            |           |  |            |     |        |  |  |      |            |  | 
|Dugald K. Campbell(13)                            |  | Class A   |   |        | 112        |           |   |            | *   |        |   |  | (3   | )         
|                                                  |  | Class C   |   |        | 5,165      |           |   |            | 100 | %      |   |  | (3   | )         
|                                                  |  | Class E   |   |        | 3,592      |           |   |            | 100 | %      |   |  | (3   | )         
|John L. Thomson(14)(15)                           |  | Class D-2 |   |        | 4,388      |           |   |            | 60  | %      |   |  | (14  | )         
|                                                  |  | Class P   |   |        | 1,472      |           |   |            | 10  | %      |   |  | (14  | )         
|Scott D. Rued(15)                                 |  | Class C   |   |        | 5,165      |           |   |            | 100 | %      |   |  | (3   | )         
|                                                  |  | Class E   |   |        | 3,592      |           |   |            | 100 | %      |   |  | (3   | )         
|                                                  |  | Class P   |   |        | 45         |           |   |            | *   |        |   |  | (14  | )         
|Eric J. Rosen(2)                                  |  | Class Q-1 |   |        | 62,059     |           |   |            | *   |        |   |  | *    |           
|Karl F. Storrie(15)                               |  | Class C   |   |        | 5,165      |           |   |            | 100 | %      |   |  | (3   | )         
|                                                  |  | Class E   |   |        | 3,592      |           |   |            | 100 | %      |   |  | (3   | )         
|JLF/AR I LLC(17)                                 |  | Class Q-1 |   |        | 17,403,537 |           |   |            | 27  | %      |   |  | 26.7 | %         
|                                                  |  | Class Q-2 |   |        | 11,592,672 |           |   |            | 100 | %      |   |  | (14  | )         
|Christopher A. Govan(18)                          |  | Class B   |   |        | 1,220      |           |   |            | 6   | %      |   |  | *    |           
|                                                  |  | Class P   |   |        | 411        |           |   |            | 3   | %      |   |  | (14  | )         
|All directors and officers as a group
(9 persons) |  | All       |   |        | 84,281     |           |   |            |    |        |   |  | *    |           



---

|*   |  | Denotes less than one percent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Except as otherwise required by our certificate of incorporation or
applicable law, all classes of voting common stock vote together as a
single class on all matters submitted to a vote of the stockholders,
including the election of directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(2) |  | Onex Corporation (Onex) has shared voting power over 65,156,668 shares
of common stock (see footnote (3)). Mr. Rosen, a Director of French, is
Managing Director of Onex Investment Corp., a wholly owned subsidiary of
Onex. The address for Onex and Mr. Rosen is c/o Onex Investment Corp.,
712 Fifth Avenue, 40th Floor, New York, New York 10019.                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(3) |  | Onex, J2R Partners III, The Northwestern Mutual Life Insurance Company,
Robert W. Baird & Co. Entities (as defined below), JLF/AR-I LLC, Messrs.
Johnson, Waldon and Rued and all of Frenchs other existing stockholders
(other than the Windward Entities (as defined below)) have entered into a
stockholders agreement pursuant to which such stockholders agreed to vote
their shares of common stock in the same manner as Onex votes its shares
on the election of directors and, with the exception of Northwestern
Mutual Life, on all other matters presented to Frenchs stockholders for a vote and, to the extent
permitted by law, granted to Onex a proxy to effectuate such agreement. As
a result, Onex has voting control of approximately 99% of the Companys
common stock.

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##### Table of Contents



|(4) |  | Class B includes 18,429 shares owned by Onex and 197 shares owned by J.L.
French Partners, LP, a partnership controlled by Onex. Class P includes
6,174 shares owned by Onex and 77 shares owned by J.L. French Partners,
LP. The address for J.L. French Partners, LP is 421 Leader Street,
Marion, OH 43302.                                                                                                                                                                                                                                                                                            
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(5) |  | Includes 42,779,050 shares of Class Q-1 common stock owned by Onex
American Holdings II LLC (OAH II), a wholly owned subsidiary of Onex
Corporation. The address for OAH II is 421 Leader Street, Marion, Ohio
43302.                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(6) |  | The general partners of J2R Partners III are S.A. Johnson, Dugald K.
Campbell, Karl F. Storrie, Scott D. Rued, Carl E. Nelson, David J. Huls,
Mary L. Johnson, Judith A. Vijums and Daniel F. Moorse. The address for
J2R Partners III is c/o Hidden Creek, 4508 IDS Center, Minneapolis,
Minnesota 55402.                                                                                                                                                                                                                                                                                                
|   
|(7) |  | Includes 477 shares of class A common stock and 128 shares of class P
common stock owned by Windward/Metropolitan, L.L.C. and 5,616 shares of
class A common stock and 1,507 shares of class P common stock held by
Windward/Park WACI, L.L.C. (collectively, the Windward Entities). The
Windward Entities, due to their common control, may be deemed to
beneficially own each others shares, but each disclaims such beneficial
ownership. The address for each of the Windward Entities is c/o Windward
Capital Partners, L.P., 1177 Avenues of the Americas, 42nd Floor, New
York, New York 10036.
|   
|(8) |  | The address for Northwestern Mutual Life is 720 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202. NML indirectly owns 58% of the outstanding
capital stock of Robert W. Baird & Co. Incorporated.                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(9) |  | Shares of class D-1 common stock and class P common stock are owned by
the following Robert W. Baird & Co. Entities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

|                                |  |              |       |              |  |  |     | 
|------------------------------- |  | ------------ | ----- | ------------ |  |  | --- | 
|                                |  | Class D-1    |       | Class P     
|                                |  | Common Stock |       | Common Stock
|                                |  |              |       |             
|Robert W. Baird & Co.           |  |              | 583   |              |  |  |    | 
|BCP II Affiliates Fund L.P.     |  |              | 301   |              |  |  | 43  | 
|BCP II L.P.                     |  |              | 934   |              |  |  | 135 | 
|BCP III Affiliates Fund L.P.    |  |              | 20    |              |  |  | 71  | 
|BCP III Special Affiliates L.P. |  |              | 14    |              |  |  | 50  | 
|BCP III L.P.                    |  |              | 98    |              |  |  | 355 | 
|                                |  |              |       |              |  |  |     | 
|                                |  |              | 1,950 |              |  |  | 654 | 
|                                |  |              |       |              |  |  |     | 



|     |  | Collectively, the Robert W. Baird & Co. Entities, due to their common
control, may be deemed to beneficially own each others shares, but each
disclaims such beneficial ownership. The address for the Robert W. Baird &
Co. Entities is c/o Robert W. Baird & Co., 277 W. Monroe St., Suite 2100,
Chicago, Illinois 60606.                                                                                          
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(10) |  | Norwest Equity Capital, L.L.C. is an affiliate of Norwest Equity
Partners. The address for Norwest Equity Capital, L.L.C. is 3600 IDS
Center, 80 South 8th Street, Minneapolis, Minnesota 55402.                                                                                                                                                                                                                      
|    
|(11) |  | The address for BancAmerica Capital Investors II, L.P. is 231 South
LaSalle Street, 19th Floor, Chicago, Illinois 60697.                                                                                                                                                                                                                                                                                              
|    
|(12) |  | The address for Tower is 5211 Cascade Road S.E., Suite 300, Grand Rapids,
Michigan 49546. Messrs. Campbell, Johnson and Rued are members of the
board of directors of Tower. Each of Messrs. Campbell, Johnson and Rued
disclaims beneficial ownership of the shares owned by Tower.                                                                                                                                  
|    
|(13) |  | Includes 5,165 shares of class C common stock and 3,592 shares of class E
common stock owned by J2R Partners III, of which Mr. Johnson is a general
partner and 173 shares of class P common stock owned by Mr. Johnson. The
address for Mr. Johnson is c/o Hidden Creek, 4508 IDS Center, Minneapolis,
Minnesota 55402.                                                                                              
|    
|(14) |  | Includes 4,388 shares of class D-2 common stock and 1,472 shares of class
P common stock owned by Norwest Equity Capital, L.L.C., an affiliate of
Norwest Equity Partners, of which Mr. Thomson is a General Partner. The
address for Mr. Thomson is c/o Norwest Equity Partners, 3600 IDS Center,
80 South 8th Street, Minneapolis, Minnesota 55402.                                                                 
|    
|(15) |  | Includes 5,165 shares of class C common stock and 3,592 shares of class E
common stock owned by J2R Partners III, of which Messrs. Rued, Campbell
and Storrie are general partners. Each of Messrs. Rued, Campbell and
Storrie disclaims beneficial ownership of the shares owned by J2R Partners
III. The address of each of them is c/o Hidden Creek, 4508 IDS Center,
Minneapolis, Minnesota 55402.                
|    
|(16) |  | Class D-2, class P,and class Q-2 common stock are non-voting.                                                                                                                                                                                                                                                                                                                                                         
|    
|(17) |  | JLF/AR-I LLC is a limited liability company whose members are OMI
Partnership Holdings Ltd., a wholly owned subsidiary of Onex, the Baird
entities, Hidden Creek Industries, Northwestern Mutual Life Insurance
Company, Norwest Equity Capital, L.L.C., BancAmerica Capital Investors II,
L.P. and S.A. Johnson. The address for JLF/AR-I LLC is c/o Hidden Creek
Industries, 4508 IDS Center, Minneapolis, MN 55402.
|    
|(18) |  | Christopher A. Govan is Managing Director-Taxation of Onex. The address
for Mr. Govan is 161 Bay Street, P.O. Box 700, Toronto, Ontario, Canada
M5J 251.                                                                                                                                                                                                                                                              

Equity Compensation Plans

The Company currently does not maintain any equity compensation plans.

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ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Investor Stockholders Agreement

In connection with the April 1999 recapitalization, French and each of its
stockholders entered into an investor stockholders agreement, dated as of April
21, 1999. Tower Automotive and Onex Advisor LLC and the other employees and
affiliates of Onex who purchased shares of the Companys class A common stock
in connection with Frenchs financing of the acquisition of Nelson became
parties to this stockholders agreement by executing joinder and rights
agreements dated as of October 15, 1999. The stockholders agreement provides
that the Companys board of directors will be established at seven directors
and will be comprised of: (1) three representatives designated by J2R, two of
whom shall be S.A. Johnson and Scott D. Rued, (2) two representatives
designated by Onex, which representatives shall be Eric J. Rosen and David S.
Hoyte, (3) one representative designated by Windward, which shall be Gary L.
Swenson and (4) one representative designated by Northwestern Mutual Life,
which shall be A. Kipp Koester. In 2002, Mr. Swenson and Mr. Koester resigned
from the board. Windward and Northwestern Mutual Life have not yet designated
replacement directors. The parties to the stockholders agreement subsequently
voted to increase the size of the Companys board of directors to up to eleven
directors and have appointed Karl F. Storrie and Dugald K. Campbell to the
board. In addition, each party to the stockholders agreement has agreed to
consent to a sale of French if such sale is approved by our board of directors.

Except for Windward, each of the parties to the stockholders agreement has
also agreed to vote their common stock as directed by Onex on the election of
directors and, with the exception of Northwestern Mutual Life, on all other
matters submitted to a vote of stockholders, and has granted the person who is
at any time the president of Onex a proxy to vote its common stock. The voting
provision of the stockholders agreement automatically terminate upon the sale
by French of at least 20% of its common stock, on a fully diluted basis, in an
underwritten public offering.

The stockholders agreement generally restricts the transfer of any shares
of common stock held by the parties to the stockholders agreement by granting
certain parties thereto rights of first offer and participation rights in
connection with any proposed transfer by any other party, with certain
exceptions. In addition, French has agreed not to issue to any person at any
time prior to an initial public offering of equity securities, any shares of
common stock or any other securities entitled to participate in distributions
or to vote (or securities convertible or exercisable for any of the foregoing)
unless the parties to the stockholders agreement are given the opportunity to
purchase their pro rata share at the same price and on the same terms, subject
to certain exceptions.

Registration Agreement

In connection with the April 1999 recapitalization, each of our
stockholders entered into a registration agreement. Tower Automotive and Onex
Advisor LLC and the other employees and affiliates of Onex who purchased shares
of our class A common stock in connection with the financing of the acquisition
of Nelson became parties to this registration agreement by executing joinder
and rights agreements dated as of October 15, 1999. Pursuant to the
registration agreement, the holders of a majority of (1) the shares of class B
common stock issued pursuant to the recapitalization, or issued or issuable in
respect of such securities, and (2) any other shares of common stock held by
persons holding any of the foregoing may request, at any time, up to five
registrations of all or any part of their common stock on Form S-1 or any
similar ling-form registration statement or, if available, an unlimited number
of registrations on Form S-2 or S-3 or any similar short-form registration
statement, each at the Companys expense. At present, ONEX AH LLC owns all of
the outstanding class B common stock. In the event that the holders of these
securities make such a demand registration request, all other parties to the
registration agreement will be entitled to participate in such registration.
In the event that none of these securities are outstanding, the holders of a
majority of (1) the common stock issued pursuant to the recapitalization, or
issued or issuable with respect thereto, and (2) any common stock held by
persons holding any of the foregoing will be entitled to exercise these demand
registration rights. The registration agreement also grants to the parties
thereto piggyback registration rights with respect to all other registrations
by us and we will pay all expenses related to such piggyback registrations.

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Management Stockholders Agreement

On July 16, 1999, the Company, Onex and members management who own shares
of the Companys common stock, including Mr. Waldon entered into a management
stockholders agreement. In July 1999 and December 1999, the Company sold 2,138
shares of Frenchs class A common stock to its managers, representing
approximately 4.0% of its outstanding common stock. The amount of management
stock held by each of the Companys executive officers is as set forth in
Security Ownership of Certain Beneficial Owners and Management. Each
management stockholder purchased such stock at a price of $4,212 per share,
which is the per share amount paid by the equity investors in connection with
the recapitalization. The agreement permits the management stockholders to
borrow up to half of the purchase price of their stock being pledged to secure
repayment of the loan.

Pursuant to this agreement, each management stockholder granted a right of
first refusal to the Company, and, if the Company does not exercise such right,
to Onex, to purchase such management stockholders stock. In the event neither
French nor Onex exercises their rights of first refusal, at any time after the
Company has become a public company, a management stockholder desiring to sell
his stock may sell up to 5% of his stock in the public market during any 90-day
period, up to a maximum of one-third of the stock acquired by the management
stockholder prior to such date.

The Company, Onex and each of the management stockholders have agreed that
either the Company or Onex will purchase at book value, and each management
stockholder will sell, the stock held by such management stockholder in the
event such management stockholders employment is terminated for any reason at
any time prior to Frenchs initial public offering. After such time as the
Company becomes a public company, a management stockholder may sell his stock
in the public market, provided that, in the event the management stockholders
employment terminates due to: (1) retirement, he can sell his stock so long as
he does not sell more than 75% of his stock during the year following his
termination; (2) his death or disability, he may sell without restriction; and
(3) in all other cases, he can sell his stock so long as he does not sell more
than half in the year following his termination.

The agreement further provides that, in the event the Companys board of
directors approves a sale of the Company, French has a right to require each
management stockholder to sell such management stockholders stock to the
proposed purchaser. In addition, in the event the Company effects a public
offering, French has agreed to include each management stockholders stock in
such offering, provided that each management stockholder may not register a
greater proportion of his stock than the proportion of Onexs stock being
registered by Onex in such offering.

The terms of the agreement govern all common stock owned or later acquired
by the management stockholders other than any stock purchased in the open
market at any time after the Company has consummated an initial public
offering.

Management Agreement with Hidden Creek

Pursuant to the terms of a management agreement dated as of April 21,
1999, Hidden Creek has agreed to provide strategic direction and management
financial and administrative services to French. In exchange for such
services, the Company has contracted to pay Hidden Creek an annual management
fee in the amount of $500,000. This management agreement is for an initial
term of five years, but may be canceled by Hidden Creek upon 30 days notice.
The agreement is automatically renewable after five years on a year-to-year
basis unless the Company gives Hidden Creek 30 days notice of its intent to
terminate the agreement. The agreement will terminate in any event upon a sale
of French. The Company was charged by Hidden Creek approximately $2.4 million
in 2002 for services rendered for the refinancing of our debt 2002.

Transactions with Significant Stockholders

In October 2002, JLF/AR-I LLC purchased trade accounts receivable from the
Company. JLF/AR-I LLC is a limited liability company whose members include OMI
Partnership Holdings Ltd., a wholly owned subsidiary of Onex, the Baird
Entities, Hidden Creek, Northwestern Mutual Life Insurance Company, Norwest
Equity Capital, L.L.C., BancAmerica Capital Investors II L.P. and S. A.
Johnson. The total discount for all trade receivables purchased was
approximately $15,000. The maximum amount purchased was approximately $4.2 million. All amounts were collected by the
partnership by October 25, 2002.

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In December 2002, the Company issued approximately $9.9 million of the
secured second lien term loan to JLF/AR-I LLC. In addition, the Company issued
65,118,328 shares of Class Q-1 and 11,592,672 shares of Class Q-2 common stock
to JLF/AR-I LLC for consideration of $1.0 million.




ITEM 14.         CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Companys principal executive officer and principal financial officer
evaluated the Companys disclosure controls and procedures (as defined in rule
13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended)
as of a date within 90 days before the filing of this annual report (the
Evaluation Date). Based on that evaluation, the principal executive officer
and principal financial officer of the Company concluded that, as of the
Evaluation Date, the disclosure controls and procedures in place at the Company
were adequate to ensure that information required to be disclosed by the
Company, including its consolidated subsidiaries, in reports that the company
files or submits under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.
Although the Companys principal executive officer and principal financial
officer believe the Companys existing disclosure controls and procedures are
adequate to enable the Company to comply with its disclosure obligations, the
Company intends to formalize and document the procedures already in place.

Changes in Internal Controls

The Company has not made any significant changes to its internal controls
subsequent to the Evaluation Date. The Company has not identified any
significant deficiencies or material weaknesses or other factors that could
significantly affect these controls, and therefore, no correction action was
taken.

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PART IV




ITEM 15.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K



| | (a) |  | Documents Filed as Part of this Report on Form 10-K
| | --- |  | ---------------------------------------------------



| |                              
| | -----------------------------
| | (1)     Financial Statements:



| |                                                                                                           
| | ----------------------------------------------------------------------------------------------------------
| | - Report of Independent Public Accountants by Deloitte &
Touche LLP for 2002                              
|
| | - Report of Independent Public Accountants by Arthur Andersen LLP for 2001                                
|
| | - Consolidated Balance Sheets as of December 31, 2002 and 2001                                            
|
| | - Consolidated Statements of Operations
for the Years Ended December 31, 2002, 2001 and 2000              
|
| | - Consolidated Statements of
Stockholders Investment for the Years Ended December
31, 2002, 2001 and 2000
|
| | - Consolidated Statements of Cash Flows
for the Years Ended December 31, 2002, 2001 and 2000              
|
| | - Notes to Consolidated Financial
Statements                                                              



| |                                       
| | --------------------------------------
| | (2)     Financial Statement Schedules:



| |                                                                      
| | ---------------------------------------------------------------------
| | - Financial Statement Schedule II 
Valuation and Qualifying Accounts



| |                                                            
| | -----------------------------------------------------------
| | (3)     Exhibits: See Exhibit Index beginning on
page 40.



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------



| |                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | On December 3, 2002 the Company filed a Current Report on Form 8-K
related to the interest payment on the Companys 111⁄2% senior
subordinated notes.

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SIGNATURES

Pursuant to the requirements of Section 13 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.

|                     |  |                                      
|-------------------- |  | -------------------------------------
|                     |  | J.L. FRENCH AUTOMOTIVE CASTINGS,
INC.
|                     |  |                                      
|Date: March 24, 2003 |  | By/s/ S.D. Rued

S.D. Rued, Chairman 

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

|                                           |  |                                                                               |  |               
|------------------------------------------ |  | ----------------------------------------------------------------------------- |  | --------------
|Signature                                  |  | Title                                                                         |  | Date          
|                                           |  |                                                                               |  |               
|/s/ Scott D. Rued

Scott D. Rued           |  | Chairman and Director                                                         |  | March 24, 2003
|                                           |  |                                                                               |  |               
|/s/ David S. Hoyte

David S. Hoyte         |  | President, Chief Executive
Officer (Principal Executive
Officer) and Director |  | March 24, 2003
|                                           |  |                                                                               |  |               
|/s/ Dugald K. Campbell

Dugald K. Campbell |  | Director                                                                      |  | March 24, 2003
|                                           |  |                                                                               |  |               
|/s/ John L. Thomson

John L. Thomson       |  | Director                                                                      |  | March 24, 2003
|                                           |  |                                                                               |  |               
|/s/ S.A. Johnson

S.A. Johnson             |  | Director                                                                      |  | March 24, 2003
|                                           |  |                                                                               |  |               
|/s/ Eric J. Rosen

Eric J. Rosen           |  | Director                                                                      |  | March 24, 2003
|                                           |  |                                                                               |  |               
|/s/ Karl F. Storrie

Karl F. Storrie       |  | Director                                                                      |  | March 24, 2003
|                                           |  |                                                                               |  |               
|/s/ Mark S. Burgess

Mark S. Burgess       |  | Chief Financial Officer
(Principal Financial and
Accounting Officer)          |  | March 24, 2003

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CERTIFICATIONS

I, David S. Hoyte, certify that:

1.     I have reviewed this annual report on Form 10-K of J.L. French Automotive
Castings, Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



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

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

a)          all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weakness in internal controls; and

b)          any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;



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

March 24, 2003

| |                                                          
| | ---------------------------------------------------------
| | /s/ David S. Hoyte
David S. Hoyte
Chief Executive Officer

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I, Mark S. Burgess, certify that:

1.     I have reviewed this annual report on Form 10-K of J.L. French Automotive
Castings, Inc.;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)    designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b)    evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing of this annual
report (the Evaluation Date); and

c)    presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

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

a)    all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weakness in internal controls; and

b)    any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;

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

March 24, 2003

| |                                        
| | ---------------------------------------
| | /s/ Mark S. Burgess                    
| |                                        
| | Mark S. Burgess
Chief Financial Officer

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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH

REPORTS FILED PURSUANT TO SECTION 15(d) OF THE
EXCHANGE ACT BY NON-REPORTING ISSUERS


None

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J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
For The Fiscal Year Ended December 31, 2002

|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Page Number in   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Sequential       
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Numbering        
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | of all Form 10-K 
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | and Exhibit Pages
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|3.1  |  | Amended Certificate of Incorporation of J.L. French Automotive Castings, Inc.,
incorporated by reference to Exhibit 10.1 of the Registrants Form 10-Q for the
quarterly period ended June 30, 2002 (the June 2002 10-Q).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | *                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|3.2  |  | By-laws of J.L. French Automotive Castings, Inc., incorporated by reference
to Exhibit 3.2 of the S-4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | *                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|3.3  |  | Restated Certificate of Incorporation of French Holdings, Inc., incorporated by
reference to Exhibit 3.3 of the S-4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | *                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|3.4  |  | Amended and Restated By-laws of French Holdings, Inc., incorporated by
reference to Exhibit 3.4 of the S-4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | *                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|3.5  |  | Articles of Incorporation of J.L. French Corporation, incorporated by
reference to Exhibit 3.5 of the S-4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | *                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|3.6  |  | By-laws of J.L. French Corporation, incorporated by reference to
Exhibit 3.6 of the S-4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | *                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|3.7  |  | Articles of Incorporation of Allotech International, Inc., incorporated by
reference to Exhibit 3.7 of the S-4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | *                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|3.8  |  | By-laws of Allotech International, Inc., incorporated by reference to
Exhibit 3.8 of the S-4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | *                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|4.1  |  | Indenture, dated May 28, 1999, by and among J.L. French Automotive
Castings, Inc., the Subsidiary Guarantors and U.S. Bank Trust National Association,
as trustee, incorporated by reference to Exhibit 4.1 of the S-4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | *                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|4.2  |  | Registration Rights Agreement, dated May 28, 1999, by and among J.L. French
Automotive Castings, Inc., the Subsidiary Guarantors and the Initial
Purchasers, incorporated by reference to Exhibit 4.2 of the S-4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | *                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|10.1 |  | Amended and Restated Credit Agreement, dated October 15, 1999, among
J.L. French Automotive Castings, Inc., Automotive Components Investments
Limited, Morris Ashby Limited, the several banks and other financial
institutions from time to time parties to the agreement (the Lenders),
Bank of America NT&SA, as syndication agent for the Lenders, Chase
Manhattan International Limited, as administrative agent for the English
Lenders, and the Chase Manhattan Bank, as administrative agent for the
Lenders, incorporated by reference to Exhibit 10.1 of the S-4, as amended
pursuant to the First Amendment dated as of November 27, 2000, incorporated
by reference to Exhibit 10.1 of the December 2000 8-K. |  | *                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|10.2 |  | Investor Stockholders Agreement, dated April 21, 1999, by and among
J.L. French Automotive Castings, Inc., Onex American Holdings LLC, J2R
Partners III and the stockholders listed on the signature pages thereto (the
Stockholders Agreement), incorporated by reference to Exhibit 10.2 of the
S-4.                                                                                                                                                                                                                                                                                                                                                                                                                    |  | *                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|10.3 |  | Registration Agreement, dated April 21, 1999, by and among J.L. French
Automotive Castings, Inc. and the investors listed on the signature pages
thereto (the Registration Agreement), incorporated by reference to Exhibit
10.3 of the S-4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | *                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|10.4 |  | Management Agreement, dated April 21, 1999, by and between J.L. French
Automotive Castings, Inc. and Hidden Creek Industries, incorporated by reference
to Exhibit 10.4 of the S-4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | *                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                  
|10.5 |  | Joinder and Rights Agreement, dated October 15, 1999, by and between J.L.
French Automotive Castings, Inc., Onex Advisor LLC and each of the other persons
listed on the signature pages thereto, relating to the Stockholders
Agreement and the Registration Agreement, incorporated by reference to Exhibit 10.5
of the S-4.                                                                                                                                                                                                                                                                                                                                                                                              |  | *                

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|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --
|10.6    |  | Joinder and Rights Agreement, dated October 15, 1999, by and between J.L.
French Automotive Castings, Inc. and Tower Automotive, Inc., relating to the
Stockholders Agreement and the Registration Agreement, incorporated by
reference to Exhibit 10.6 of the S-4.                                                                                                                                  |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.7    |  | Sublease Agreement, dated March 25, 1998, by and between J.L. French
Corporation and American Bumper & Mfg. Co., incorporated by reference to
Exhibit 10.7 of the S-4.                                                                                                                                                                                                                               |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.9**  |  | Employment Agreement, dated April 30, 1998, by and between Fundiciones
Viuda de Ansola S.A. and Juan Manuel Orbea, incorporated by reference to Exhibit
10.9 of the S-4.                                                                                                                                                                                                                             |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.10** |  | Employment Agreement, dated April 30, 1998, by and between Ansola
Acquisition Corporation, S.R.L. and Juan Manuel Orbea, incorporated by
reference to Exhibit 10.10 of the S-4.                                                                                                                                                                                                                      |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.11   |  | Management Stockholders Agreement, dated July 16, 1999, by and between
J.L. French Automotive Castings, Inc., Onex American Holdings LLC and the
individuals named on Schedule I thereto, incorporated by reference to Exhibit
10.11 of the S-4.                                                                                                                                                     |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.12   |  | Form of Stock Subscription Agreement by and between J.L. French Automotive
Castings, Inc. and certain members of management purchasing common stock
(including a schedule identifying Subscription Agreements executed by Charles M.
Waldon, Paul A. Buckley, Thomas C. Dinolfo, Donald W. Porritt, Lowell E. Shoaf and
Stephen R. Southern), incorporated by reference to Exhibit 10.12 of the S-4. |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.14   |  | Stock Purchase Agreement, dated October 14, 1999, by and among J.L. French
Automotive Castings, Inc., Onex American Holdings LLC, J2R Partners III and
the persons set forth on Schedule A attached thereto, incorporated by
reference to Exhibit 10.14 of the S-4.                                                                                                                                  |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.15   |  | Stock Purchase Agreement, dated May 24, 2000, by and among J.L. French
Automotive Castings, Inc., J2R Partners III and the stockholders listed on
the signature pages thereto.                                                                                                                                                                                                                       |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.16   |  | Stock Purchase Agreement, dated November 30, 2000, by and among J.L.
French Automotive Castings, Inc., Tower Automotive and the stockholders liste
d on the signature pages thereto.                                                                                                                                                                                                                 |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.17   |  | Second Amendment, dated as of July 15, 2002, to the Amended and Restated
Credit Agreement dated as of October 15, 1999, incorporated by reference to
Exhibit 10.2 of the June 2002 10-Q.                                                                                                                                                                                                             |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.18   |  | Third Amendment, dated as of November 19, 2002, to the Amended and
Restated Credit Agreement dated as of October 15, 1999, incorporated by
reference to Exhibit 10.3 of the June 2002 10-Q.                                                                                                                                                                                                          |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.19   |  | Fourth Amendment, dated as of November 22, 2002, to the Amended and
Restated Credit Agreement dated as of October 15, 1999, incorporated by
reference to Exhibit 10.4 of the June 2000 10-Q.                                                                                                                                                                                                         |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.20   |  | Fifth Amendment, dated as of December 26, 2002, to the Amended and Restated
Credit Agreement dated as of October 15, 1999, incorporated by reference to
Exhibit 10.5 of the June 2002 10-Q.                                                                                                                                                                                                          |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.21   |  | Securities Purchase Agreement, dated December 27, 2002, $96,410,256.41
19% Senior Secured Notes due December 31, 2007, incorporated by reference to
Exhibit 10.6 of the June 2002 10-Q.                                                                                                                                                                                                              |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.22   |  | Amendment No. 3, dated December 27, 2002, to the Investor Stockholders
Agreement dated April 21, 1999, incorporated by reference to Exhibit 10.7
of the June 2002 10-Q.                                                                                                                                                                                                                              |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|10.23   |  | Amendment No. 2, dated December 27, 2002, to Registration Agreement and
Joinder and Rights Agreement dated April 21, 1999, incorporated by reference
to Exhibit 10.8 of the June 2002 10-Q.                                                                                                                                                                                                          |  | * 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                      |  |   
|18.1    |  | Letter from independent public accountant related to change in application of
accounting principle, filed herewith.                                                                                                                                                                                                                                                                                  |  | 81

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|     |  |                                                                                                                |  |   
|---- |  | -------------------------------------------------------------------------------------------------------------- |  | --
|99.1 |  | Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |  | 82
|     |  |                                                                                                                |  |   
|99.2 |  | Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |  | 83



---

|*  |  | Incorporated by reference.         
|-- |  | -----------------------------------
|  
|** |  | Indicates compensatory arrangement.

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INDEPENDENT AUDITORS REPORT

To the Board of Directors and Stockholders of
J.L. French Automotive Castings, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of J.L. French
Automotive Castings, Inc. (a Delaware corporation) and Subsidiaries (the
Company) as of December 31, 2002 and the related consolidated statements of
operations, stockholders deficit and comprehensive income (loss), and cash
flows for the year ended December 31, 2002. These consolidated financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit. The consolidated financial statements of the
Company as of December 31, 2001 and for each of the two years in the period
ended December 31, 2001, prior to the addition of the transitional disclosures
discussed in Note 3, were audited by other auditors who have ceased operations.
Those auditors expressed an unqualified opinion on those financial statements
in their report dated February 6, 2002.

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 that our audit provides a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of J.L. French Automotive Castings,
Inc. and Subsidiaries as of December 31, 2002 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.

Our audit was conducted for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The Schedule II:
Valuation and Qualifying Accounts is presented for the purpose of complying
with the Securities and Exchange Commissions rules and is not a required part
of the basic consolidated financial statements. This schedule is the
responsibility of the Companys management. Such schedule for 2002 has been
subjected to the auditing procedures applied in our audit of the basic
consolidated financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic 2002 consolidated
financial statements taken as a whole. Such schedule for 2001 and 2000 was
subjected to auditing procedures by other auditors who have ceased operations.
Those auditors stated, in their report dated February 6, 2002, that such
schedule for 2001 and 2000 is fairly stated in all material respects when
considered in relation to the basic consolidated financial statements as of
December 31, 2001 and for each of the two years in the period ended December
31, 2001, taken as a whole.

As discussed in Note 3 to the consolidated financial statements, the Company
changed its method of accounting for goodwill and other intangible assets in
2002.

As discussed above, the consolidated financial statements of the Company as of
December 31, 2001 and for each of the two years in the period ended December
31, 2001, were audited by other auditors who have ceased operations. As
described in Note 3, those consolidated financial statements have been revised
to include the transitional disclosures required by Statement of Financial
Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets,
which was adopted by the Company as of January 1, 2002. Our audit procedures
with respect to the transitional disclosures in Note 3 for 2001 and 2000
included (i) agreeing the previously reported net income to the previously
issued consolidated financial statements and the adjustments to reported net
income representing amortization expense (including any related tax effects)
recognized in those periods related to goodwill to the Companys underlying
records obtained from management, and (ii) testing the mathematical accuracy of
the reconciliation of adjusted consolidated net

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income to reported consolidated net income. In our opinion, the transitional
disclosures for 2001 and 2000 in Note 3 are appropriate. However, we were not
engaged to audit, review, or apply any procedures to the 2001 and 2000
consolidated financial statements of the Company other than with respect to
such disclosures and, accordingly, we do not express an opinion or any other
form of assurance on the 2001 and 2000 consolidated financial statements taken
as a whole.

Deloitte & Touche LLP

Minneapolis, Minnesota
February 14, 2003

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The following report is a copy of a report previously issued by Arthur Andersen
LLP (Andersen), which report has not been reissued by Andersen. Certain
financial information for each of the two years in the period ended December
31, 2001 was not reviewed by Andersen and includes:



| | (ii) |  | reclassifications to conform to our fiscal 2002 financial
statement presentation and                                             
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | additional disclosure to conform with new accounting
pronouncements and SEC rules and regulations issued during such
fiscal year.

Report of independent public accountants

To J. L. French Automotive Castings, Inc. and Subsidiaries:

We have audited the accompanying consolidated balance sheets of J. L. French
Automotive Castings, Inc. (a Delaware corporation) and Subsidiaries as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, stockholders investment and comprehensive income (loss) and cash
flows for each of the three years in the period ended December 31, 2001. These
consolidated 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. 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 that 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 financial position of J. L. French
Automotive Castings, Inc. and Subsidiaries as of December 31, 2001 and 2000,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.

Arthur Andersen LLP

Minneapolis, Minnesota,
February 6, 2002

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J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31


(in thousands, except share and per share amounts)

|                                                                                                                                                     |                                                                                                                                  |                             |         |          |          |      |         |          |         |   |  | 
|---------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ------- | -------- | -------- | ---- | ------- | -------- | ------- | - |  | 
|                                                                                                                                                     |                                                                                                                                  |                             |         |          |          | 2002 |         | 2001    
|                                                                                                                                                     |                                                                                                                                  |                             |         |          |          |      |         |         
|ASSETS                                                                                                                                               |                                                                                                                                  |                             |         |          |          |      |         |         
|CURRENT ASSETS:                                                                                                                                      |                                                                                                                                  |                             |         |          |          |      |         |         
|                                                                                                                                                     | Cash and cash equivalents                                                                                                        |                             | $       | 3,337    |          |      | $       | 1,055    |        
|                                                                                                                                                     | Accounts receivable, less allowance for doubtful accounts of $1,777
and $2,081                                                   |                             |         | 49,574   |          |      |         | 43,713   |        
|                                                                                                                                                     | Inventories                                                                                                                      |                             |         | 35,357   |          |      |         | 31,097   |        
|                                                                                                                                                     | Other current assets                                                                                                             |                             |         | 13,437   |          |      |         | 17,479   |        
|                                                                                                                                                     |                                                                                                                                  |                             |         |          |          |      |         |         
|                                                                                                                                                     |                                                                                                                                  | Total current assets        |         |          | 101,705  |      |         |          | 93,344  |  
|PROPERTY, PLANT AND EQUIPMENT, NET                                                                                                                   |                                                                                                                                  |                             | 250,969 |          |          |      | 275,142 |         
|GOODWILL, NET OF ACCUMULATED AMORTIZATION OF $15,438
AND $28,958                                                                                     |                                                                                                                                  |                             | 95,171  |          |          |      | 292,157 |         
|OTHER INTANGIBLES AND OTHER ASSETS, NET OF ACCUMULATED
AMORTIZATION OF $8,047 AND $5,496                                                             |                                                                                                                                  |                             | 17,094  |          |          |      | 40,266  |         
|                                                                                                                                                     |                                                                                                                                  |                             |         |          |          |      |         |         
|                                                                                                                                                     |                                                                                                                                  | $                           | 464,939 |          |          | $    | 700,909 |         
|                                                                                                                                                     |                                                                                                                                  |                             |         |          |          |      |         |         
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                                                |                                                                                                                                  |                             |         |          |          |      |         |         
|CURRENT LIABILITIES:                                                                                                                                 |                                                                                                                                  |                             |         |          |          |      |         |         
|                                                                                                                                                     | Accounts payable                                                                                                                 |                             | $       | 56,187   |          |      | $       | 61,678   |        
|                                                                                                                                                     | Accrued liabilities                                                                                                              |                             |         | 31,107   |          |      |         | 33,167   |        
|                                                                                                                                                     | Current portion of long-term debt                                                                                                |                             |         | 12,342   |          |      |         | 47,306   |        
|                                                                                                                                                     |                                                                                                                                  |                             |         |          |          |      |         |         
|                                                                                                                                                     |                                                                                                                                  | Total current liabilities   |         |          | 99,636   |      |         |          | 142,151 |  
|LONG-TERM DEBT, NET OF CURRENT PORTION                                                                                                               |                                                                                                                                  |                             | 398,221 |          |          |      | 328,935 |         
|SUBORDINATED NOTES                                                                                                                                   |                                                                                                                                  |                             | 175,000 |          |          |      | 175,000 |         
|OTHER NONCURRENT LIABILITIES                                                                                                                         |                                                                                                                                  |                             | 26,593  |          |          |      | 21,519  |         
|                                                                                                                                                     |                                                                                                                                  |                             |         |          |          |      |         |         
|                                                                                                                                                     |                                                                                                                                  | Total liabilities           |         |          | 699,450  |      |         |          | 667,605 |  
|COMMITMENTS AND CONTINGENCIES (Notes 9 and 10)                                                                                                       |                                                                                                                                  |                             |         |          |          |      |         |         
|COMMON STOCK, CLASS P non-voting; par value $0.01; 20,000 shares
authorized; 14,248 and 14,248 shares issued and outstanding, mandatorily
redeemable |                                                                                                                                  |                             | 60,000  |          |          |      | 60,000  |         
|STOCKHOLDERS DEFICIT:                                                                                                                               |                                                                                                                                  |                             |         |          |          |      |         |         
|                                                                                                                                                     | Common stock, Class A; par value $0.01; 20,000 shares
Authorized; 11,554 and 12,408 shares issued and outstanding                |                             |         |         |          |      |         |         |        
|                                                                                                                                                     | Common stock, Class A-1; par value $0.01; 10,000 shares
Authorized; 7,124 and 7,124 shares issued and outstanding                |                             |         |         |          |      |         |         |        
|                                                                                                                                                     | Common stock, Class A-2; par value $0.01; 5,000 shares
Authorized; 0 shares issued and outstanding                               |                             |         |         |          |      |         |         |        
|                                                                                                                                                     | Common stock, Class B; par value $0.01; 30,000 shares
Authorized; 20,660 and 20,660 shares issued and outstanding                |                             |         |         |          |      |         |         |        
|                                                                                                                                                     | Common stock, Class C; par value $0.01; 6,000 shares authorized;
5,165 and 5,165 shares issued and outstanding                   |                             |         |         |          |      |         |         |        
|                                                                                                                                                     | Common stock, Class D-1; par value $0.01; 15,000 shares authorized;
7,054 and 7,054 shares issued and outstanding                |                             |         |         |          |      |         |         |        
|                                                                                                                                                     | Common stock, Class D-2 non-voting; par value $0.01; 7,500 shares
Authorized; 7,314 and 7,314 shares issued and outstanding      |                             |         |         |          |      |         |         |        
|                                                                                                                                                     | Common stock, Class E; par value $0.01; 4,000 shares authorized;
3,592 and 3,592 shares issued and outstanding                   |                             |         |         |          |      |         |         |        
|                                                                                                                                                     | Common stock, Class Q-1; par value $0.01; 97,845,000 shares authorized;
65,118,328 and 0 shares issued and outstanding           |                             |         |         |          |      |         |         |        
|                                                                                                                                                     | Common stock, Class Q-2 non-voting; par value $0.01; 12,000,000 shares
authorized
11,592,672 and 0 shares issued and outstanding |                             |         |         |          |      |         |         |        
|                                                                                                                                                     | Additional paid-in capital                                                                                                       |                             |         | 87,538   |          |      |         | 90,476   |        
|                                                                                                                                                     | Accumulated deficit                                                                                                              |                             |         | (371,333 | )        |      |         | (106,295 | )      
|                                                                                                                                                     | Accumulated other comprehensive loss                                                                                             |                             |         | (10,716  | )        |      |         | (10,877  | )      
|                                                                                                                                                     |                                                                                                                                  |                             |         |          |          |      |         |         
|                                                                                                                                                     |                                                                                                                                  | Total stockholders deficit |         |          | (294,511 | )    |         |          | (26,696 | )
|                                                                                                                                                     |                                                                                                                                  |                             |         |          |          |      |         |         
|                                                                                                                                                     |                                                                                                                                  | $                           | 464,939 |          |          | $    | 700,909 |         
|                                                                                                                                                     |                                                                                                                                  |                             |         |          |          |      |         |         

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

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J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS


(in thousands)

|                                                                                   |                                                                                                         |          |         |                          |          |      |         |        |        |   |         |         |        |  
|---------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | -------- | ------- | ------------------------ | -------- | ---- | ------- | ------ | ------ | - | ------- | ------- | ------ | -
|                                                                                   |                                                                                                         |          |         | Years Ended December 31,
|                                                                                   |                                                                                                         |          |         |                         
|                                                                                   |                                                                                                         |          |         | 2002                     |          | 2001 |         | 2000  
|                                                                                   |                                                                                                         |          |         |                          |          |      |         |       
|Sales                                                                              |                                                                                                         | $        | 550,447 |                          |          | $    | 505,709 |        |        | $ | 557,002 |        
|Cost of sales                                                                      |                                                                                                         |          | 467,437 |                          |          |      | 414,310 |        |        |   | 470,647 |        
|                                                                                   |                                                                                                         |          |         |                          |          |      |         |        |        |   |         |        
|                                                                                   | Gross profit                                                                                            |          |         | 83,010                   |          |      |         | 91,399 |        |   |         | 86,355  |       
|Selling, general and administrative expenses                                       |                                                                                                         |          | 27,954  |                          |          |      | 27,413  |        |        |   | 25,544  |        
|Restructuring charge (Note 12)                                                     |                                                                                                         |          | 21,308  |                          |          |      |        |        |        |   |        |        
|Amortization of intangible assets                                                  |                                                                                                         |          | 57      |                          |          |      | 14,735  |        |        |   | 11,289  |        
|                                                                                   |                                                                                                         |          |         |                          |          |      |         |        |        |   |         |        
|                                                                                   | Operating income                                                                                        |          |         | 33,691                   |          |      |         | 49,251 |        |   |         | 49,522  |       
|Interest expense                                                                   |                                                                                                         |          | 51,147  |                          |          |      | 53,618  |        |        |   | 62,538  |        
|                                                                                   |                                                                                                         |          |         |                          |          |      |         |        |        |   |         |        
|                                                                                   | Loss before income taxes and cumulative effect of change
in accounting principle and extraordinary loss |          |         | (17,456                  | )        |      |         | (4,367 | )      |   |         | (13,016 | )     
|Income tax provision (benefit)                                                     |                                                                                                         |          | 38,528  |                          |          |      | 2,555   |        |        |   | (3,542  | )      
|                                                                                   |                                                                                                         |          |         |                          |          |      |         |        |        |   |         |        
|                                                                                   | Loss before cumulative effect of change in accounting
principle and extraordinary loss                  |          |         | (55,984                  | )        |      |         | (6,922 | )      |   |         | (9,474  | )     
|Cumulative effect of change in accounting principle 
goodwill impairment (Note 3) |                                                                                                         |          | 202,622 |                          |          |      |        |        |        |   |        |        
|Extraordinary loss on early retirement of debt (Note 4)                            |                                                                                                         |          | 13,507  |                          |          |      |        |        |        |   |        |        
|                                                                                   |                                                                                                         |          |         |                          |          |      |         |        |        |   |         |        
|                                                                                   |                                                                                                         | Net loss |         | $                        | (272,113 | )    |         | $      | (6,922 | ) |         | $       | (9,474 | )
|                                                                                   |                                                                                                         |          |         |                          |          |      |         |        |        |   |         |        

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

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J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT AND COMPREHENSIVE INCOME (LOSS)
(in thousands, except share data)


|                                                                  |                                                                           |                          |            |   |                       |   |            |   |             |   |               |   |               |   |          |          |   |   |         |        |   |   |          |   |          |   | 
|----------------------------------------------------------------- | ------------------------------------------------------------------------- | ------------------------ | ---------- | - | --------------------- | - | ---------- | - | ----------- | - | ------------- | - | ------------- | - | -------- | -------- | - | - | ------- | ------ | - | - | -------- | - | -------- | - | 
|                                                                  |                                                                           |                          |            |   |                       |   |            |   |             |   | Accumulated   |   |               |   |         
|                                                                  |                                                                           |                          |            |   | Common Stock (Note 2) |   | Additional |   |             |   | Other         |   |               |   |         
|                                                                  |                                                                           |                          |            |   |                       |   | Paid-In    |   | Accumulated |   | Comprehensive |   |               |   |         
|                                                                  |                                                                           |                          |            |   | Shares                |   | Amount     |   | Capital     |   | Deficit       |   | Income (Loss) |   | Total   
|                                                                  |                                                                           |                          |            |   |                       |   |            |   |             |   |               |   |               |   |         
|BALANCE, December 31, 1999                                        |                                                                           |                          | 52,834     |   |                       | $ |           |   |             | $ | 42,589        |   |               | $ | (82,824  | )        |   | $ | (1,358  | )      |   | $ | (41,593  | )
|Comprehensive loss -                                              |                                                                           |                          |            |   |                       |   |            |   |             |   |               |   |               |   |          |          |   |   |         |        |   |   |          |  
|                                                                  | Net loss                                                                  |                          |            |  |                       |   |            |  |             |   |               |  |               |   |          | (9,474   | ) |   |         |        |   |   |          |   |         
|                                                                  | Foreign currency translation adjustment                                   |                          |            |  |                       |   |            |  |             |   |               |  |               |   |          |         |   |   |         | (4,302 | ) |   |          |   |         
|                                                                  |                                                                           | Total comprehensive loss |            |   |                       |   |            |   |             |   |               |   |               |   |          |          |   |   |         |        |   |   |          |   | (13,776  | )
|Employee stock offering, net of subscriptions receivable
(Note 2) |                                                                           |                          | 86         |   |                       |   |           |   |             |   | 360           |   |               |   |         |          |   |   |        |        |   |   | 360      |  
|Issuance of common stock                                          |                                                                           |                          | 11,315     |   |                       |   |           |   |             |   | 47,886        |   |               |   |         |          |   |   |        |        |   |   | 47,886   |  
|Repurchase of common stock, net of loan payments                  |                                                                           |                          | (50        | ) |                       |   |           |   |             |   | (146          | ) |               |   |         |          |   |   |        |        |   |   | (146     | )
|Dividends on Class A-1 and Class P stock                          |                                                                           |                          |           |   |                       |   |           |   |             |   | 188           |   |               |   | (588     | )        |   |   |        |        |   |   | (400     | )
|                                                                  |                                                                           |                          |            |   |                       |   |            |   |             |   |               |   |               |   |          |          |   |   |         |        |   |   |          |  
|BALANCE, December 31, 2000                                        |                                                                           |                          | 64,185     |   |                       |   |           |   |             |   | 90,877        |   |               |   | (92,886  | )        |   |   | (5,660  | )      |   |   | (7,669   | )
|Comprehensive loss -                                              |                                                                           |                          |            |   |                       |   |            |   |             |   |               |   |               |   |          |          |   |   |         |        |   |   |          |  
|                                                                  | Net loss                                                                  |                          |            |  |                       |   |            |  |             |   |               |  |               |   |          | (6,922   | ) |   |         |        |   |   |          |   |         
|                                                                  | Initial effect of adoption of SFAS No. 133, net of
tax                    |                          |            |  |                       |   |            |  |             |   |               |  |               |   |          |         |   |   |         | (1,223 | ) |   |          |   |         
|                                                                  | Change in unrealized loss on derivative financial instruments, net of tax |                          |            |  |                       |   |            |  |             |   |               |  |               |   |          |         |   |   |         | (864   | ) |   |          |   |         
|                                                                  | Foreign currency translation adjustment                                   |                          |            |  |                       |   |            |  |             |   |               |  |               |   |          |         |   |   |         | (2,356 | ) |   |          |   |         
|                                                                  | Minimum pension liability, net of tax                                     |                          |            |  |                       |   |            |  |             |   |               |  |               |   |          |         |   |   |         | (774   | ) |   |          |   |         
|                                                                  |                                                                           | Total comprehensive loss |            |   |                       |   |            |   |             |   |               |   |               |   |          |          |   |   |         |        |   |   |          |   | (12,139  | )
|Repurchase of common stock, net of loan repayments                |                                                                           |                          | (868       | ) |                       |   |           |   |             |   | (2,212        | ) |               |   |         |          |   |   |        |        |   |   | (2,212   | )
|Dividends on Class A-1 and Class P stock (Note 2)                 |                                                                           |                          |           |   |                       |   |           |   |             |   | 1,687         |   |               |   | (6,487   | )        |   |   |        |        |   |   | (4,800   | )
|Collection of common stock subscription receivables               |                                                                           |                          |           |   |                       |   |           |   |             |   | 124           |   |               |   |         |          |   |   |        |        |   |   | 124      |  
|                                                                  |                                                                           |                          |            |   |                       |   |            |   |             |   |               |   |               |   |          |          |   |   |         |        |   |   |          |  
|BALANCE, December 31, 2001                                        |                                                                           |                          | 63,317     |   |                       |   |           |   |             |   | 90,476        |   |               |   | (106,295 | )        |   |   | (10,877 | )      |   |   | (26,696  | )
|Comprehensive loss -                                              |                                                                           |                          |            |   |                       |   |            |   |             |   |               |   |               |   |          |          |   |   |         |        |   |   |          |  
|                                                                  | Net loss                                                                  |                          |            |  |                       |   |            |  |             |   |               |  |               |   |          | (272,113 | ) |   |         |        |   |   |          |   |         
|                                                                  | Change in unrealized loss on derivative financial
instruments, net of tax |                          |            |  |                       |   |            |  |             |   |               |  |               |   |          |         |   |   |         | 1,464  |   |   |          |   |         
|                                                                  | Foreign currency translation adjustment                                   |                          |            |  |                       |   |            |  |             |   |               |  |               |   |          |         |   |   |         | 6,007  |   |   |          |   |         
|                                                                  | Minimum pension liability, net of tax                                     |                          |            |  |                       |   |            |  |             |   |               |  |               |   |          |         |   |   |         | (7,310 | ) |   |          |   |         
|                                                                  |                                                                           | Total comprehensive loss |            |   |                       |   |            |   |             |   |               |   |               |   |          |          |   |   |         |        |   |   |          |   | (271,952 | )
|Repurchase of common stock                                        |                                                                           |                          | (854       | ) |                       |   |           |   |             |   | (2,676        | ) |               |   |         |          |   |   |        |        |   |   | (2,676   | )
|Issuance of common stock                                          |                                                                           |                          | 76,711,000 |   |                       |   |            |   |             |   | 1,000         |   |               |   |         |          |   |   |        |        |   |   | 1,000    |  
|Issuance of warrants                                              |                                                                           |                          |           |   |                       |   |            |   |             |   | 50            |   |               |   |         |          |   |   |        |        |   |   | 50       |  
|Dividends on Class A-1 and Class P stock                          |                                                                           |                          |           |   |                       |   |           |   |             |   |              |   |               |   | (4,800   | )        |   |   |        |        |   |   | (4,800   | )
|Reversal of dividends on Class A-1 and Class P stock (Note 2)     |                                                                           |                          |           |   |                       |   |           |   |             |   | (1,875        | ) |               |   | 11,875   |          |   |   |        |        |   |   | 10,000   |  
|Collection of common stock subscription receivables               |                                                                           |                          |           |   |                       |   |           |   |             |   | 563           |   |               |   |         |          |   |   |        |        |   |   | 563      |  
|                                                                  |                                                                           |                          |            |   |                       |   |            |   |             |   |               |   |               |   |          |          |   |   |         |        |   |   |          |  
|BALANCE, December 31, 2002                                        |                                                                           |                          | 76,773,463 |   |                       | $ |           |   |             | $ | 87,538        |   |               | $ | (371,333 | )        |   | $ | (10,716 | )      |   | $ | (294,511 | )
|                                                                  |                                                                           |                          |            |   |                       |   |            |   |             |   |               |   |               |   |          |          |   |   |         |        |   |   |          |  

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

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J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |          |        |        |          |  
|------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------- | ------------------------------------- | ---------------------------------------------- | ---------------------------------------------------- | ------ | ------------------------ | ------- | ------- | ------ | ------ | ------- | -------- | ------ | ------ | -------- | -
|(in thousands)                                               |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |         
|                                                             |                                                                                                            |                                       |                                                |                                                      |        | Years Ended December 31,
|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                         
|                                                             |                                                                                                            |                                       |                                                |                                                      |        | 2002                     |         | 2001    |        | 2000  
|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |       
|OPERATING ACTIVITIES:                                        |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |         
|                                                             | Net loss                                                                                                   |                                       | $                                              | (272,113                                             | )      |                          | $       | (6,922  | )      |        | $       | (9,474   | )     
|                                                             | Adjustments to reconcile net loss to net cash                                                              |                                       |                                                |                                                      |        |                          |         |         |        |        |         |          |       
|                                                             | Provided by operating activities-Cumulative effect of change in accounting principle  goodwill
impairment |                                       |                                                | 202,622                                              |        |                          |         |        |        |        |         |         |       
|                                                             |                                                                                                            |                                       | Extraordinary loss on early retirement of debt |                                                      |        | 13,507                   |         |         |        |       |         |          |        |       |         
|                                                             |                                                                                                            |                                       | Restructuring charge                           |                                                      |        | 21,308                   |         |         |        |       |         |          |        |       |         
|                                                             |                                                                                                            |                                       | Depreciation and amortization                  |                                                      |        | 46,228                   |         |         |        | 56,847 |         |          |        | 48,439 |         
|                                                             |                                                                                                            |                                       | Deferred income taxes                          |                                                      |        | 38,047                   |         |         |        | 5,971  |         |          |        | (355   | )       
|                                                             |                                                                                                            |                                       | Change in other operating items:               |                                                      |        |                          |         |         |        |        |         |          |        |        |         
|                                                             |                                                                                                            |                                       |                                                | Accounts receivable                                  |        |                          | (560    | )       |        |        | 33,738  |          |        |        | 3,160    |  
|                                                             |                                                                                                            |                                       |                                                | Inventories                                          |        |                          | (3,388  | )       |        |        | 9,151   |          |        |        | (4,200   | )
|                                                             |                                                                                                            |                                       |                                                | Other assets                                         |        |                          | (9,139  | )       |        |        | (14,156 | )        |        |        | (289     | )
|                                                             |                                                                                                            |                                       |                                                | Accounts payable and accrued liabilities             |        |                          | (23,884 | )       |        |        | (47,574 | )        |        |        | 12,269   |  
|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |          |       
|                                                             |                                                                                                            |                                       |                                                | Net cash provided by operating activities            |        |                          | 12,628  |         |        |        | 37,055  |          |        |        | 49,550   |  
|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |          |       
|INVESTING ACTIVITIES:                                        |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |         
|                                                             | Acquisitions, net of cash acquired                                                                         |                                       |                                                |                                                     |        |                          |         |        |        |        |         | (5,614   | )     
|                                                             | Capital expenditures                                                                                       |                                       |                                                | (29,067                                              | )      |                          |         | (37,215 | )      |        |         | (102,948 | )     
|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |          |       
|                                                             |                                                                                                            |                                       |                                                | Net cash used for investing activities               |        |                          | (29,067 | )       |        |        | (37,215 | )        |        |        | (108,562 | )
|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |          |       
|FINANCING ACTIVITIES:                                        |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |         
|                                                             | Borrowings under revolving credit facilities                                                               |                                       |                                                | 58,213                                               |        |                          |         | 30,216  |        |        |         | 138,058  |       
|                                                             | Repayments of revolving credit facilities                                                                  |                                       |                                                | (58,996                                              | )      |                          |         | (21,740 | )      |        |         | (142,766 | )     
|                                                             | Long-term borrowings                                                                                       |                                       |                                                | 229,366                                              |        |                          |         | 8,996   |        |        |         | 19,967   |       
|                                                             | Repayment of long-term borrowings                                                                          |                                       |                                                | (205,551                                             | )      |                          |         | (19,270 | )      |        |         | (29,216  | )     
|                                                             | Debt issuance costs                                                                                        |                                       |                                                | (3,431                                               | )      |                          |         |        |        |        |         | (1,287   | )     
|                                                             | Borrowings under receivables financing                                                                     |                                       |                                                | 8,287                                                |        |                          |         |        |        |        |         |         |       
|                                                             | Repayment of receivables financing                                                                         |                                       |                                                | (8,287                                               | )      |                          |         |        |        |        |         |         |       
|                                                             | Proceeds from sale of common stock and warrants                                                            |                                       |                                                | 1,050                                                |        |                          |         |        |        |        |         | 77,740   |       
|                                                             | Repurchase of common stock, net of subscription receivable
collections                                     |                                       |                                                | (2,113                                               | )      |                          |         | (2,088  | )      |        |         |         |       
|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |          |       
|                                                             |                                                                                                            |                                       |                                                | Net cash provided by (used for) financing activities |        |                          | 18,538  |         |        |        | (3,886  | )        |        |        | 62,496   |  
|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |          |       
|EFFECT OF EXCHANGE RATE CHANGES
ON CASH AND CASH EQUIVALENTS |                                                                                                            |                                       | 183                                            |                                                      |        |                          | (952    | )       |        |        | (2,331  | )       
|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |          |       
|NET CHANGE IN CASH AND CASH EQUIVALENTS                      |                                                                                                            |                                       | 2,282                                          |                                                      |        |                          | (4,998  | )       |        |        | 1,153   |         
|CASH AND CASH EQUIVALENTS, beginning of period               |                                                                                                            |                                       | 1,055                                          |                                                      |        |                          | 6,053   |         |        |        | 4,900   |         
|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |          |       
|CASH AND CASH EQUIVALENTS, end of period                     |                                                                                                            | $                                     | 3,337                                          |                                                      |        | $                        | 1,055   |         |        | $      | 6,053   |         
|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |          |       
|SUPPLEMENTAL CASH FLOW INFORMATION:                          |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |         
|                                                             | Cash paid for-                                                                                             |                                      
|                                                             |                                                                                                            | Interest                              |                                                | $                                                    | 49,641 |                          |         | $       | 55,326 |        |         | $        | 64,168 |       
|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |          |       
|                                                             |                                                                                                            | Income taxes, net of refunds received |                                                | $                                                    | (2,465 | )                        |         | $       | 454    |        |         | $        | 2,149  |       
|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |          |       
|NON-CASH FINANCING TRANSACTION:                              |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |         
|                                                             | Conversion of convertible subordinated notes into Class A-1
common stock                                   |                                       | $                                              |                                                     |        |                          | $       |        |        |        | $       | 30,000   |       
|                                                             |                                                                                                            |                                       |                                                |                                                      |        |                          |         |         |        |        |         |          |       

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

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J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Organization and Basis of Presentation:

J. L. French Automotive Castings, Inc. (the Company) is an international
designer and manufacturer of aluminum die cast components and assemblies for
the global automotive industry. The Companys primary operating subsidiaries
are J. L. French Corporation (Sheboygan), Allotech International (Allotech),
Nelson Metal Products Corporation (Nelson), Shoreline Industries, Inc. (JLF
Benton Harbor), J. L. French U.K. Ltd., formerly known as Morris Ashby Ltd.
(JLF UK), Fundiciones Viuda de Ansola, S.A. (Ansola), and J. L. French S. de
R.L. de C.V. (JLF Mexico), all of which are wholly-owned. The Company has
manufacturing facilities located in Kentucky, Michigan, Wisconsin, Mexico,
Spain and the United Kingdom.

The Company has a substantial amount of leverage. As of December 31, 2002,
outstanding indebtedness was approximately $585.6 million. In addition, cash
interest expense will approximate $56.8 million in 2003. However, the December
27, 2002 financing transactions (see Note 4) eliminated all scheduled senior
debt principal repayments until 2006. As of December 31, 2002, we had
borrowing availability under our revolving credit facility and cash on hand of
approximately $37.8 million. Management believes that cash generated from
operations together with available borrowings under our senior credit facility
will provide sufficient liquidity and capital resources to fund working
capital, debt service obligations and capital expenditures for the foreseeable
future. The assumptions underlying this belief include, among other things,
that there will be no material adverse developments in either our business or
the automotive market in general. There can be no assurances, however, that
these assumed events will occur. For example, the general slowdown in the U.S.
economy that resulted in lower automotive and light truck production during
2001 had a negative impact on our operations.

2. Common Stock:

The Company has 11 classes of common stock authorized and 10 classes
outstanding. Each share of common stock is entitled to one vote, except
classes D-2, P and Q-2, which are non-voting. Following is a summary of common
stock transactions for the period from December 31, 1999 through December 31,
2002.

|                                      |  |                  |        |       |  |       |       |       |  |       |       |       |  |       |       |       |  |  |       |  |  |  |        |  |  |  |            |  |  |  |            | 
|------------------------------------- |  | ---------------- | ------ | ----- |  | ----- | ----- | ----- |  | ----- | ----- | ----- |  | ----- | ----- | ----- |  |  | ----- |  |  |  | ------ |  |  |  | ---------- |  |  |  | ---------- | 
|                                      |  | Number of Shares
|                                      |  |                 
|                                      |  | Class            |        | Class |  | Class |       | Class |  | Class |       | Class |  | Class |       | Class
|                                      |  | A                |        | A-1   |  | D-1   |       | D-2   |  | E     |       | P     |  | Q-1   |       | Q-2  
|                                      |  |                  |        |       |  |       |       |       |  |       |       |       |  |       |       |      
|Shares outstanding,
December 31, 1999 |  |                  | 10,249 |       |  |       |      |       |  |       | 6,590 |       |  |       | 6,817 |       |  |  | 3,352 |  |  |  |       |  |  |  |            |  |  |  |           | 
|Repurchase of
common stock            |  |                  | (50    | )     |  |       |      |       |  |       |      |       |  |       |      |       |  |  |      |  |  |  |       |  |  |  |           |  |  |  |           | 
|Sale of common stock                  |  |                  | 3,077  |       |  |       | 7,124 |       |  |       | 464   |       |  |       | 497   |       |  |  | 240   |  |  |  | 14,248 |  |  |  |            |  |  |  |            | 
|                                      |  |                  |        |       |  |       |       |       |  |       |       |       |  |       |       |       |  |  |       |  |  |  |        |  |  |  |            |  |  |  |            | 
|Shares outstanding,
December 31, 2000 |  |                  | 13,276 |       |  |       | 7,124 |       |  |       | 7,054 |       |  |       | 7,314 |       |  |  | 3,592 |  |  |  | 14,248 |  |  |  |            |  |  |  |            | 
|Repurchase of
common stock            |  |                  | (868   | )     |  |       |      |       |  |       |      |       |  |       |      |       |  |  |      |  |  |  |       |  |  |  |           |  |  |  |           | 
|                                      |  |                  |        |       |  |       |       |       |  |       |       |       |  |       |       |       |  |  |       |  |  |  |        |  |  |  |            |  |  |  |            | 
|Shares outstanding,
December 31, 2001 |  |                  | 12,408 |       |  |       | 7,124 |       |  |       | 7,054 |       |  |       | 7,314 |       |  |  | 3,592 |  |  |  | 14,248 |  |  |  |            |  |  |  |            | 
|Repurchase of
common stock            |  |                  | (854   | )     |  |       |      |       |  |       |      |       |  |       |      |       |  |  |      |  |  |  |       |  |  |  |           |  |  |  |           | 
|Issuance of common stock              |  |                  |       |       |  |       |      |       |  |       |      |       |  |       |      |       |  |  |      |  |  |  |       |  |  |  | 65,118,328 |  |  |  | 11,592,672 | 
|                                      |  |                  |        |       |  |       |       |       |  |       |       |       |  |       |       |       |  |  |       |  |  |  |        |  |  |  |            |  |  |  |            | 
|Shares outstanding,
December 31, 2002 |  |                  | 11,554 |       |  |       | 7,124 |       |  |       | 7,054 |       |  |       | 7,314 |       |  |  | 3,592 |  |  |  | 14,248 |  |  |  | 65,118,328 |  |  |  | 11,592,672 | 
|                                      |  |                  |        |       |  |       |       |       |  |       |       |       |  |       |       |       |  |  |       |  |  |  |        |  |  |  |            |  |  |  |            | 

There were no Class A-2, Class B or Class C transactions for the period
December 31, 1999 through December 31, 2002.

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On May 24, 2000, certain stockholders acquired 3,077 shares of Class A common
stock, 464 shares of Class D-1 common stock, 497 shares of Class D-2 common
stock and 240 shares of Class E stock. Total consideration to the Company was
approximately $17.9 million.

On November 30, 2000, certain stockholders acquired 14,248 shares of nonvoting
Class P common stock for total consideration to the Company of $60 million.
Prior to the issuance of Class Q-1 and Q-2 shares discussed below, the Class P
common stock accrued dividends at an annual rate of 8% and the dividends were
to be paid in cash at the time of redemption of the Class P common stock.

Concurrent with the November 30, 2000 transaction described above, the holder
of the Companys 71⁄2% Convertible Subordinated Note exchanged the note for
7,124 shares of Class A-1 common stock. Prior to the issuance of class Q-1 and
Q-2 shares discussed below, the Class A-1 common stock accrued pay-in-kind
dividends at an annual rate of 71⁄2%. The dividends were to be paid in kind,
at the sole election of the holder, in either (i) shares of Class A-2 common
stock equal to the amount of the dividend to be paid divided by $4,211 or (ii)
shares of Class A common stock equal to the amount of the dividend to be paid
divided by $5,896.75.

In December 2002, the Companys stockholders authorized an amendment to the
Companys Articles of Incorporation to provide for the issuance of up to 97.8
million shares of Class Q-1 and 12.0 million of Class Q-2 common shares. On
December 27, 2002, the Company issued 65.1 million shares of Class Q-1 and 11.6
million shares of Class Q-2 common stock for proceeds of $1.0 million. The
Class Q-1 and Class Q-2 shares are entitled to 99.9% of all future equity
distributions, as defined in the amended Articles of Incorporation.

In connection with the issuance of the secured second lien term loan (see Note
4) also in December 2002, the Company issued warrants to the lenders to acquire
4,041,000 shares of Class Q-1 common stock. The warrants have an exercise
price of $.01 per share and are exercisable at the option of the holder anytime
before their expiration in December 2009. The Company assigned a value of
$50,000 to the warrants at the time of the issuance, which represents fair
value. The holders of the warrants may put them to the Company at the earlier
of December 31, 2007, a sale of the Company or a change of control, as defined.
The purchase price will be the fair value of the underlying common stock as
determined by the Companys board of directors at the time such event occurs.
At anytime after December 31, 2008, the Company may repurchase the warrants.
The repurchase price will be the fair value of the underlying common stock as
determined by the Companys board of directors at that time. The warrants will
be accreted in the future to their fair value through a charge to retained
earnings.

As a result of the issuance of the Class Q-1 and Q-2 shares and amendment to
the Companys Articles of Incorporation in December 2002, the Company concluded
that the Class P and Class A-1 shares and related dividends had no value.
Accordingly, the Company credited to retained earnings the accrued Class P
dividends of $10.0 million and the accrued Class A-1 dividends of $1.9 million.

3. Significant Accounting Policies:

Principles of Consolidation and Presentation

The consolidated financial statements include the financial statements of the
Company and its wholly owned subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.

Accounting for Derivative Instruments and Hedging Activities

Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and
Hedging Activities, as amended by SFAS No. 137, Accounting for Derivative
Instruments and Hedging Activities-Deferral of the Effective Date of FASB
Statement No. 133 and by SFAS No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities (collectively, SFAS No. 133). SFAS
No. 133 establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value.

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The statement requires that changes in the derivatives fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. Special accounting for qualifying hedges allows a derivatives gains and
losses to offset related results on the hedged item and requires that a company
must formally document, designate and assess the effectiveness of transactions
that receive hedge accounting.

The Company entered into an interest rate swap agreement during 2000 with a
bank, having a notional amount of $75 million, to reduce the impact of changes
in interest rates on its floating rate long-term debt. This agreement
effectively changes the Companys interest rate exposure on $75 million of
floating rate debt from a LIBOR base rate to a fixed base rate of 6.6% amended
swap. The Company is required to prepay interest if the fair market value
exceeds a certain amount, as defined in the agreement. Prepayment of interest
as of December 31, 2002 was $2.8 million. The interest rate swap agreement,
which matures December 31, 2003, has been designated as, and meets the criteria
for a cash flow hedge. Initial adoption of SFAS No. 133 on January 1, 2001,
resulted in the recording of a liability for the fair value of the swap
agreement, net of taxes, of $1.2 million as a component of accumulated other
comprehensive loss. The Company is exposed to credit loss in the event of
nonperformance by the other parties to the interest rate swap agreement.
However, the Company does not anticipate nonperformance by the counterparties.
The fair value of the interest rate swap as of December 31, 2002 and 2001 was a
liability of $1.1 million and $3.4 million, respectively.

Business Combinations, Goodwill and Intangible Assets

In June 2001, the Financial Accounting Standards Board (the FASB) issued SFAS
No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 requires all business combinations initiated
after June 30, 2001 to be accounted for using the purchase method of
accounting. Under SFAS No. 142, goodwill and intangible assets with indefinite
lives are no longer amortized, but reviewed annually, or more frequently if
impairment indicators arise. Separable intangible assets that are not deemed
to have indefinite lives will continue to be amortized over their useful lives,
but with no maximum life. The amortization provisions of SFAS No. 142 apply to
goodwill and intangible assets acquired after June 30, 2001. With respect to
goodwill and intangible assets acquired prior to July 1, 2001, the Company was
required to adopt SFAS No. 142 effective January 1, 2002.

Upon adoption of SFAS No. 142, the Company completed step one of the
transitional goodwill impairment test, using a combination of valuation
techniques, including the discounted cash flow approach and the market multiple
approach, for each of its six reporting units (Sheboygan including Allotech,
the Grandville, Michigan and Glasgow, Kentucky facilities of Nelson, JLF Benton
Harbor, JLF UK, and Ansola). Upon completion of the required assessments under
SFAS No. 142, it was determined that the fair market value of the goodwill
assigned to its Nelson, Benton Harbor, and JLF UK reporting units was lower
than the book value of those particular reporting units, resulting in a
transitional impairment charge of approximately $202.6 million. This change
represents the entire write-off for the Nelson, Benton Harbor, and JLF UK
reporting units goodwill. The write-off was recorded as a cumulative effect
of a change in accounting principle in the Companys consolidated statement of
operations for the year ended December 31, 2002.

The Company will also perform impairment tests annually and whenever events or
circumstances occur indicating that goodwill or other intangible assets might
be impaired. The following transitional disclosures reflect the
non-amortization provision of SFAS No. 142 as if they had been adopted January
1, 2000:

|                                                    |  |              |        |      |  |   |        |  
|--------------------------------------------------- |  | ------------ | ------ | ---- |  | - | ------ | -
|                                                    |  | Years Ended 
|                                                    |  | December 31,
|                                                    |  |             
|                                                    |  | 2001         |        | 2000
|                                                    |  |              |        |     
|Reported net loss                                   |  | $            | (6,922 | )    |  | $ | (9,474 | )
|Add back goodwill amortization, net of
income taxes |  |              | 7,727  |      |  |   | 5,327  |  
|                                                    |  |              |        |      |  |   |        |  
|Adjusted net income (loss)                          |  | $            | 805    |      |  | $ | (4,147 | )
|                                                    |  |              |        |      |  |   |        |  

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The change in the carrying amount of goodwill for the year ended December 31,
2002, by reporting units, are as follows (in thousands):

|                                |  |           |        |        |  |        |          |    |  |        |        |       |  |   |         |   |  |   |        |  |  |   |          |  
|------------------------------- |  | --------- | ------ | ------ |  | ------ | -------- | -- |  | ------ | ------ | ----- |  | - | ------- | - |  | - | ------ |  |  | - | -------- | -
|                                |  |           |        |        |  |        |          |    |  | Benton |        |       |  |   |         |   |  |   |        |  |  |  
|                                |  | Sheboygan |        | Nelson |  | Harbor |          | UK |  | Ansola |        | Total
|                                |  |           |        |        |  |        |          |    |  |        |        |      
|Balance at December
31, 2001    |  | $         | 84,647 |        |  | $      | 150,095  |    |  | $      | 3,566  |       |  | $ | 44,913  |   |  | $ | 8,936  |  |  | $ | 292,157  |  
|Transitional
impairment loss    |  |           |       |        |  |        | (150,095 | )  |  |        | (3,566 | )     |  |   | (48,961 | ) |  |   |       |  |  |   | (202,622 | )
|Currency translation
adjustment |  |           |       |        |  |        |         |    |  |        |       |       |  |   | 4,048   |   |  |   | 1,588  |  |  |   | 5,636    |  
|                                |  |           |        |        |  |        |          |    |  |        |        |       |  |   |         |   |  |   |        |  |  |   |          |  
|Balance at December
31, 2002    |  | $         | 84,647 |        |  | $      |         |    |  | $      |       |       |  | $ |        |   |  | $ | 10,524 |  |  | $ | 95,171   |  
|                                |  |           |        |        |  |        |          |    |  |        |        |       |  |   |         |   |  |   |        |  |  |   |          |  

New Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. SFAS No. 143 establishes accounting and reporting standards of
obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. It requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of the fair value can be made.
The associated asset retirement costs are capitalized as part of the carrying
amount of the long-lived asset. The Company will adopt SFAS No. 143 effective
January 1, 2003 and does not expect the adoption to have a material effect on
the Companys financial position or results of operations.

In July 2001, the FASB issued SFAS No. 144, Impairment or Disposal of
Long-Lived Assets, which is effective for fiscal years beginning after
December 15, 2001. The provisions of this Statement provide a single accounting
model for impairment of long-lived assets. The adoption of SFAS No. 144 on
January 1, 2002 did not have a material impact on the Companys financial
position or its results of operations.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
This statement eliminates the automatic classification of gain or loss on
extinguishment of debt as an extraordinary item of income and requires that
such gain or loss be evaluated for extraordinary classification under the
criteria of Accounting Principles Board No. 30, Reporting Results of
Operations. This statement also requires sales-leaseback accounting for
certain transactions, and makes various other technical corrections to existing
pronouncements. The adoption of this statement will be effective for the
fiscal year commencing on January 1, 2003, at which time the loss on early
retirement of debt will be presented as a component of income from continuing
operations.

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal activities and
nullifies EITF Issue No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring). The principal difference between SFAS No.
146 and EITF 94-3 relates to SFAS No. 146s requirements for the timing of
recognizing a liability for a cost associated with an exit or disposal
activity. SFAS No. 146 requires that a liability for a cost associated with an
exit or disposal activity be recognized when the liability is incurred. Under
EITF 94-3, a liability for an exit cost was recognized at the date of an
entitys commitment to an exit plan. SFAS No. 146 is effective for exit or
disposal activities that are initiated after December 31, 2002. SFAS No. 146
also increases the disclosure requirements associated with exit or disposal
activities. SFAS No. 146 is applied prospectively. As discussed in Note 12,
the Company announced the closure of its Grandville facility on December 31,
2002. All accruals related to the closure made in 2002 were in compliance with
EITF 94-3. Accounting for the exit activities related to this closure will be
in accordance with SFAS No. 146 commencing in 2003 and any relevant additional
liabilities will be recorded when they are incurred.

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In November 2002, the FASB issued Interpretation No. (FIN) 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. FIN 45 elaborates on the disclosures to
be made by a guarantor about its obligations under certain guarantees that it
has issued. It also clarifies that a guarantor is required to recognize, at
the inception of a guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. The recognition and measurement
provisions of FIN 45 are effective for all guarantees issued or modified after
December 31, 2002. The Company does not have any guarantees which require
disclosure.

Financial Instruments

The carrying amount of cash and cash equivalents, accounts receivable, accounts
payable and accrued liabilities approximate fair value, because of the short
maturity of these instruments. The fair value of long-term debt is based on
quoted market prices for the same or similar issues or on the current rates
offered to the Company for a term equal to the same remaining maturities. As
of December 31, 2002 and 2001, the fair value of the Companys long-term senior
debt was determined to be the same as the carrying amount. Based on quoted
market values, the fair value of the Subordinated Notes (see Note 5) was
determined to be $84.0 million at December 31, 2002 and $58.8 million at
December 31, 2001.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments with an original
maturity of three months or less. Cash equivalents consist primarily of
short-term money market instruments with Spanish and United States financial
institutions. Cash equivalents are stated at cost, which approximates fair
value.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined by
the first-in, first-out (FIFO) or average cost methods, which approximate
current cost. Market is determined by the quoted price for comparable raw
materials.

Inventories consisted of the following (in thousands):

|                |  |              |        |      |  |   |        | 
|--------------- |  | ------------ | ------ | ---- |  | - | ------ | 
|                |  | December 31,
|                |  |             
|                |  | 2002         |        | 2001
|                |  |              |        |     
|Raw materials   |  | $            | 15,005 |      |  | $ | 15,530 | 
|Work-in-process |  |              | 9,407  |      |  |   | 7,314  | 
|Finished goods  |  |              | 10,945 |      |  |   | 8,253  | 
|                |  |              |        |      |  |   |        | 
|                |  | $            | 35,357 |      |  | $ | 31,097 | 
|                |  |              |        |      |  |   |        | 

Other Current Assets

Other current assets consisted of the following (in thousands):

|                             |  |              |        |      |  |   |        | 
|---------------------------- |  | ------------ | ------ | ---- |  | - | ------ | 
|                             |  | December 31,
|                             |  |             
|                             |  | 2002         |        | 2001
|                             |  |              |        |     
|Customer tooling-in-progress |  | $            | 6,408  |      |  | $ | 9,365  | 
|Deferred income tax assets   |  |              |       |      |  |   | 4,121  | 
|Other                        |  |              | 7,029  |      |  |   | 3,993  | 
|                             |  |              |        |      |  |   |        | 
|                             |  | $            | 13,437 |      |  | $ | 17,479 | 
|                             |  |              |        |      |  |   |        | 

Customer tooling-in-progress represents costs incurred by the Company in the
production of customer-owned tooling to be used by the Company in the
manufacture of its products. The Company receives a specific purchase order
for this tooling and is reimbursed by the customer for the cost of such tooling
within one operating cycle. Costs are deferred until reimbursed by the
customer. Forecasted losses on incomplete projects are recognized currently.

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Property, Plant and Equipment

Property, plant and equipment consisted of the following, net of asset
impairments due to plant closings in 2002 (see Note 12) (in thousands):

|                                                 |  |              |          |      |  |   |          |  
|------------------------------------------------ |  | ------------ | -------- | ---- |  | - | -------- | -
|                                                 |  | December 31,
|                                                 |  |             
|                                                 |  | 2002         |          | 2001
|                                                 |  |              |          |     
|Land and land improvements                       |  | $            | 6,373    |      |  | $ | 6,596    |  
|Buildings                                        |  |              | 88,545   |      |  |   | 81,294   |  
|Machinery and equipment                          |  |              | 304,432  |      |  |   | 301,646  |  
|Furniture, fixtures and other                    |  |              | 5,358    |      |  |   | 5,483    |  
|Construction in progress                         |  |              | 9,660    |      |  |   | 14,084   |  
|                                                 |  |              |          |      |  |   |          |  
|                                                 |  |              | 414,368  |      |  |   | 409,103  |  
|Less - Accumulated depreciation and amortization |  |              | (163,399 | )    |  |   | (133,961 | )
|                                                 |  |              |          |      |  |   |          |  
|Net property, plant and equipment                |  | $            | 250,969  |      |  | $ | 275,142  |  
|                                                 |  |              |          |      |  |   |          |  

Property, plant and equipment are stated at cost. Depreciation of plant and
equipment is calculated on the straight-line method over the following
estimated useful lives:

|                                |  |    |    |         
|------------------------------- |  | -- | -- | --------
|Buildings and land improvements |  | 15 | to | 39 years
|Machinery and equipment         |  | 5  | to | 13 years
|Furniture, fixtures and other   |  | 3  | to | 10 years

Depreciation and amortization expense was approximately $46.2 million, $56.8
million, and $48.5 million for the years ended December 31, 2002, 2001, and
2000, respectively.

The Company capitalizes interest cost as a component of the cost of
construction in progress. Interest costs of $484,000, $1,210,000, and
$1,391,000 were capitalized for the years ended December 31, 2002, 2001, and
2000, respectively. The Company had buildings and machinery under capital
leases of $21.2 million as of December 31, 2002 and $16.5 million as of
December 31, 2001. Accumulated amortization of these assets was $7.6 million
as of December 31, 2002 and $4.1 million as of December 31, 2001. These assets
and accumulated amortization are included in the table above.

Maintenance and repairs are charged to expense as incurred. Major betterments
and improvements, which extend the useful life of the item, are capitalized and
depreciated. The cost and accumulated depreciation of property, plant and
equipment retired or otherwise disposed of are removed from the related
accounts, and any residual values are charged or credited to income.

Other intangible and Other Assets

Other intangible and other assets consisted of the following (in thousands):

|                                        |  |              |        |      |  |   |        |  
|--------------------------------------- |  | ------------ | ------ | ---- |  | - | ------ | -
|                                        |  | December 31,
|                                        |  |             
|                                        |  | 2002         |        | 2001
|                                        |  |              |        |     
|Debt issuance costs and other           |  | $            | 25,141 |      |  | $ | 18,007 |  
|Less - Accumulated amortization         |  |              | (8,047 | )    |  |   | (5,496 | )
|                                        |  |              |        |      |  |   |        |  
|Net other intangible assets             |  |              | 17,094 |      |  |   | 12,511 |  
|Deferred income tax assets, net         |  |              |       |      |  |   | 27,755 |  
|                                        |  |              |        |      |  |   |        |  
|Other intangibles and other assets, net |  | $            | 17,094 |      |  | $ | 40,266 |  
|                                        |  |              |        |      |  |   |        |  

Debt issuance and financing costs are amortized over the term of the applicable
agreement, except as otherwise required under Emerging Issues Task Force
Abstract No. 96-19, Debtors Accounting for a Modification or Exchange of Debt
Instruments.

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Recoverability of Long-Lived Assets

The Company periodically evaluates whether events and circumstances have
occurred which may affect the estimated useful life or the recoverability of
the remaining balance of its long-lived assets. If such events or
circumstances were to indicate that the carrying amount of these assets would
not be recoverable, the Company would estimate the future cash flows expected
to result from the use of the assets and their eventual disposition. If the
sum of the expected future cash flows (undiscounted and without interest
charges) were less than the carrying amount of long-lived assets, the Company
would estimate fair value of such long-lived assets, and would recognize an
impairment to the extent that carrying value exceeded fair value. See also
Note 12 regarding impairments of long-lived assets recognized in 2002. In
2001, the current and historical operating and cash flow losses of certain
operating segments combined with forecasts that demonstrate continuing losses
prompted the Company to assess the recoverability of the goodwill and other
long-lived assets of these operating segments. Based on the Companys
assessment, the carrying value of JLF Mexicos goodwill exceeded its fair
value. Accordingly, the Company recorded a 2001 impairment charge of
approximately $4.0 million to write down the goodwill. The impairment charge is
reflected in amortization of intangible assets as a non-cash charge in the
accompanying 2001 consolidated statements of operations.

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

|                          |  |              |        |      |  |   |        | 
|------------------------- |  | ------------ | ------ | ---- |  | - | ------ | 
|                          |  | December 31,
|                          |  |             
|                          |  | 2002         |        | 2001
|                          |  |              |        |     
|Compensation and benefits |  | $            | 14,563 |      |  | $ | 14,160 | 
|Loss contracts            |  |              | 1,547  |      |  |   | 5,113  | 
|Interest                  |  |              | 4,409  |      |  |   | 6,034  | 
|Other                     |  |              | 10,588 |      |  |   | 7,860  | 
|                          |  |              |        |      |  |   |        | 
|                          |  | $            | 31,107 |      |  | $ | 33,167 | 
|                          |  |              |        |      |  |   |        | 

Interest Expense

Interest expense includes amortization of debt issuance costs of $2.4 million
for the year ended December 31, 2002. Amortization of debt issuance costs of
$2.3 million and $2.0 million for the years ended December 31, 2001 and
December 31, 2000, respectively, is included in amortization expense.

Income Taxes

The Company recognizes deferred income tax assets and liabilities for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Deferred income tax assets and liabilities
are determined based on the difference between the financial statement and tax
bases of assets and liabilities using currently enacted tax rates. The Company
regularly assesses the likelihood that the deferred tax assets will be
recovered from future taxable income, and records a valuation allowance to
reduce the deferred tax assets to the amounts believed to be realizable. As
further discussed in Note 7, the Company established a valuation allowance for
its U.S. Federal and remaining state deferred tax assets during the year ended
December 31, 2002.

Revenue Recognition and Sales Commitments

The Company recognizes revenue as its products are shipped to its customers,
which coincides with passage of legal title and the transfer of risk of
ownership. The Company enters into agreements to produce products for its
customers at the beginning of a given vehicles production cycle. Once such
agreements are entered into by the Company, fulfillment of the customers
purchasing requirements is the obligation of the Company for the entire
production cycle of the vehicle, with terms averaging seven years. The Company
has no intention to terminate such contracts. In certain instances, the
Company is committed under existing agreements to supply products to its
customers at selling prices which are not sufficient to cover the costs to

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produce such product. In such situations, the Company records a liability for
the estimated future amount of losses. Such losses are recognized at the time
that the loss is probable and reasonably estimatable and are recorded at the
minimum amount necessary to fulfill the Companys obligation to the customer.
Losses are estimated based upon information available at the time of the
estimate, including future production volume estimates, length of the program
and selling price and product information, and adjusted as new facts are
determined. The remaining liability was approximately $2.8 million as of
December 31, 2002 and $8.9 million as of December 31, 2001. Of these amounts,
$1.2 million and $3.8 million are included in other noncurrent liabilities in
the accompanying consolidated balance sheets as of December 31, 2002 and 2001,
respectively.

Foreign Currency Translation

Assets and liabilities of foreign operations are translated into U.S. dollars
using the year-end rates of exchange. Results of operations are translated at
average rates prevailing throughout the period. Translation gains and losses
are accumulated as a separate component of accumulated other comprehensive
loss. Gains and losses resulting from foreign currency transactions are
included in net income.

Comprehensive Income (Loss)

Comprehensive income (loss) reflects the change in equity of a business
enterprise during a period from transactions and other events and circumstances
from nonowner sources. For the Company, comprehensive loss represents net loss
adjusted for foreign currency translation adjustments, cumulative effect of
adoption of SFAS No. 133, unrealized gain (loss) on derivative instruments and
minimum pension liability. The Company has chosen to disclose comprehensive
income (loss) in the accompanying consolidated statements of stockholders
deficit and comprehensive income (loss).

Use of Estimates

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts of revenues
and expenses during the reported period. Ultimate results could differ from
those estimates.

Reclassifications

Certain amounts previously reported in the 2001 and 2002 consolidated financial
statements have been reclassified to conform to the 2002 presentation. These
reclassifications had no effect on previously reported net loss or
stockholders deficit.

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4. Long-Term Debt:

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

|                                                                      |                           |                              |         |              |         |      |         |         |         | 
|--------------------------------------------------------------------- | ------------------------- | ---------------------------- | ------- | ------------ | ------- | ---- | ------- | ------- | ------- | 
|                                                                      |                           |                              |         | December 31,
|                                                                      |                           |                              |         |             
|                                                                      |                           |                              |         | 2002         |         | 2001
|                                                                      |                           |                              |         |              |         |     
|Senior credit facility:                                               |                           |                              |         |              |         |      |         |        
|                                                                      | Revolving credit facility |                              | $       | 26,902       |         |      | $       | 25,213  |        
|                                                                      | Tranche A term loan       |                              |         |             |         |      |         | 149,881 |        
|                                                                      | Tranche B term loan       |                              |         | 132,707      |         |      |         | 149,904 |        
|                                                                      | Tranche C term loan       |                              |         | 95,000       |         |      |         |        |        
|                                                                      |                           |                              |         |              |         |      |         |         |        
|                                                                      |                           | Total senior credit facility |         |              | 254,609 |      |         |         | 324,998 | 
|Secured second lien term loans, net of unamortized
discount of $2,455 |                           |                              | 93,955  |              |         |      |        |        
|Unsecured sterling loan notes                                         |                           |                              | 24,730  |              |         |      | 22,599  |        
|Peseta term loans                                                     |                           |                              | 14,359  |              |         |      | 10,761  |        
|Obligations under capital leases (Note 10) and other                  |                           |                              | 22,910  |              |         |      | 17,883  |        
|                                                                      |                           |                              |         |              |         |      |         |         |        
|                                                                      |                           |                              | 410,563 |              |         |      | 376,241 |        
|Less
- current portion                                                |                           |                              | (12,342 | )            |         |      | (47,306 | )      
|                                                                      |                           |                              |         |              |         |      |         |         |        
|                                                                      |                           | $                            | 398,221 |              |         | $    | 328,935 |        
|                                                                      |                           |                              |         |              |         |      |         |         |        

Senior Credit Facility

The Company and certain of its direct and indirect subsidiaries had a senior
credit facility that originally provided for a tranche A term loan, a tranche B
term loan and a $90 million revolving credit facility. On December 27, 2002
the credit facility was amended to extend the revolving credit facility, amend
certain financial covenants and provide for a $95 million tranche C term loan.
Net proceeds from the tranche C term loan and the secured second lien term loan
described below, were used to retire all of the borrowings outstanding under
the tranche A term loan, $16.6 million outstanding under the tranche B term
loan and $33.8 million outstanding under the revolving credit facility. As of
December 31, 2002, the Companys senior credit facility, as amended, consisted
of the following:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Tranche B term loan Following the $16.6 million principal retirement on
December 27, 2002, the tranche B term loan has no scheduled amortization
payments until its maturity in October 2006. Interest, which is payable
quarterly, is at prime plus 3.5% or a minimum LIBOR of 2.5% plus 4.5%
(7.0% at December 31, 2002). Principal payments on the tranche B term
loan are subject to an exit fee of 1% in 2003, 2% in 2004 and 3% in 2005
and thereafter. This exit fee is being accrued as additional interest
expense over the term of the loan.                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Tranche C term loan The $95 million tranche C term loan was issued on
December 27, 2002 resulting in net proceeds after payment of certain
issuance costs of $90.3 million and has no scheduled amortization
payments until its maturity in October 2006. Interest, which is payable
quarterly, is at the greater of 11% or prime plus 6% (11% at December 31,
2002). Principal payments on the tranche C term loan are subject to an
exit fee of 5%. This exit fee is being accrued as additional interest
expense over the term of the loan.                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Revolving credit facility The revolving credit facility provides for
total borrowings and letters of credit of $90 million through June 2006.
Interest, which is payable quarterly, is at prime plus 3% or LIBOR plus
4% (5.4% at December 31, 2002). As of December 31, 2002 the Company had
outstanding standby letters of credit of $28.6 million, which reduce the
borrowing availability of the line of credit and expire at various dates
through 2003. As of December 31, 2002, the total borrowing availability
under the revolving credit facility was $34.5 million.

Borrowings under the tranche B and tranche C term loans are subject to
mandatory prepayments based on excess cash flow and proceeds from asset sales,
as defined in the senior credit agreement. No such prepayments were required
based on cash flows for the years ended December 31, 2002 or 2001.

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Borrowings under the senior credit facility are secured by all of the assets of
and guaranteed by all material present and future subsidiaries of the Company,
in each case with exceptions for certain foreign subsidiaries and to the extent
permitted by applicable law.

The senior credit facility, as amended, requires the Company to maintain
certain financial ratios including minimum interest coverage ratios and maximum
leverage ratios. The senior credit facility also limits capital expenditures
and cash dividends, among other restrictions. The Company and its lenders
amended such covenants in November 2000, and in July, November and December
2002. The Company was in compliance with all financial covenants as of
December 31, 2002 and 2001.

The modification of the terms of the senior credit facility was considered
significant under the definition provided in Emerging Issues Task Force
Abstract No. 96-19, Debtors Accounting for a Modification or Exchange of Debt
Instruments. Accordingly, the Company expensed previously capitalized debt
issuance costs of $4.8 million and $8.7 million of payments made to the senior
credit facility lenders in conjunction with the December 27, 2002 amendment.
This total charge of $13.5 million is reflected as an extraordinary loss for
the year ended December 31, 2002 in the accompanying consolidated statement of
operations.

Secured Second Lien Term Loan

On December 27, 2002, the Company issued a secured second lien term loan of
$96.4 million, resulting in net proceeds of $94.0 million. The second lien
term loan has no scheduled amortization payments and matures in December 2007.
Cash interest, which is payable quarterly, is at 12% and deferred interest,
which is due at the maturity of the loan, accrues at a 7% annualized rate .
Borrowings under the second lien term loan are subject to mandatory prepayments
based on excess cash flow and proceeds from asset sales, as defined in the loan
agreement. No such prepayments were required based on cash flows for the year
ended December 31, 2002. Borrowings under the loan are secured by a second
lien on all of the assets of and guaranteed by all material present and future
subsidiaries of the Company, in each case with exceptions for certain foreign
subsidiaries and to the extent permitted by applicable law. The second lien
term loan requires the Company to maintain certain financial ratios including
minimum interest coverage ratios and maximum leverage ratios. The second lien
term loan also limits cash dividends, among other restrictions. The Company was
in compliance with all financial covenants as of December 31, 2002.

The Company may, at its option, redeem the notes prior to maturity. Such
redemptions are subject to a premium of 12% in 2003, 9% in 2004, 6% in 2005, 3%
in 2006 and 2% thereafter. Upon a change of control, as defined, the Company is
required to make an offer to redeem the notes. Such redemptions are subject to
a premium of 9% through 2005 and 1% thereafter.

In conjunction with the secured second lien term loan, the Company issued 65.1
million shares of Class Q-1 and 11.6 million shares of Class Q-2 common stock
to a partnership owned by certain stockholders of the Company for total
proceeds of $1.0 million. In addition, the Company issued warrants to acquire
4.0 million shares of Class Q-1 common stock at an exercise price of $.01 per
share. The warrants are exercisable anytime through December 2009 (see Note
2).

Unsecured Sterling Loan Notes

In conjunction with the acquisition of JLF UK, unsecured Sterling loan notes
were issued in exchange for certain shares acquired by the Company. The notes
bear interest at 1% below LIBOR, with a minimum of 6.75%, and are payable in
January 2003. The applicable interest rate was 6.75% at December 31, 2002.
Each note holder may, as provided by British regulations, exercise an annual
option to have the Company redeem the notes in the increments of £10,000. The
loan notes are guaranteed by a letter of credit that expires in January 2003
under the Companys revolving credit facility. Payment will be made utilizing
the Companys borrowing capacity under the revolving credit facility, which
matures in June 2006, and therefore the sterling loan has been classified as
long-term.

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Peseta Term Loans

Peseta term loans represent borrowings by Ansola from Spanish banks. The loans
were used by Ansola to finance capital expenditures and generally have
restrictions that require approval prior to the disposal of assets. The loans
have various payment terms and maturity dates through 2005. The effective
interest rate in 2002 was approximately 4.2%.

Aggregate Maturities

The aggregate maturities of long-term debt, including obligations under capital
leases, for each of the five years subsequent to December 31, 2002 are as
follows (in thousands):

|                    |  |        |         | 
|------------------- |  | ------ | ------- | 
|                    |  | Amount
|                    |  |       
|2003                |  | $      | 12,342  | 
|2004                |  |        | 7,754   | 
|2005                |  |        | 6,036   | 
|2006                |  |        | 283,527 | 
|2007                |  |        | 97,202  | 
|2008 and thereafter |  |        | 3,702   | 
|                    |  |        |         | 
|                    |  | $      | 410,563 | 
|                    |  |        |         | 

5. Subordinated Notes:

In May 1999, the Company completed an offering of $175.0 million of 111/2%
Senior Subordinated Notes due 2009 (Subordinated Notes). Net proceeds of the
offering, approximately $169.6 million, combined with $0.4 million of cash were
used in part to retire $2.5 million of borrowings under the tranche A term loan
and $37.5 million of borrowings under the tranche B term loan. The Company did
not make a $10.1 million interest payment on the notes on December 2, 2002, the
scheduled payment date. The payment was made on December 27, 2002, within the
thirty day grace period allowed by the indenture governing the notes.

6. Acquisitions:

In October 1999, the Company acquired all of the outstanding stock of Nelson.
During 2000, the Company continued to gather information necessary to allocate
the Nelson purchase price. In doing so, management determined that certain
customer contract commitments that were in existence at the acquisition date
would result in losses for a longer time frame than initially projected, as
efforts to reduce or mitigate these losses had not been successful to date. As
a result, the initial estimate of the required reserve for loss contracts was
increased by $32.7 million based on discounting expected future losses at 5%.
As shipments of parts under these contracts are made, the loss contract reserve
is reduced based on the per part loss. The reserve was reduced by $6.1 million
for the year ended December 31, 2002 and $29.4 million for the year ended
December 31, 2001. The liability was reduced due to sales of products and also
included an adjustment of approximately $1.1 million due to cost reductions and
reductions in estimated future shipments in 2002 and $8.3 million in 2001.
Interest expense recognized related to loss contracts was $0.2 million for the
year ended December 31, 2002 and $1.8 million for the year ended December 31,
2001.

In March 2000, the Company formed JLF Benton Harbor to acquire all of the
outstanding common stock of Shoreline Industries, Inc. and its affiliate,
Generation Machine, LLC. JLF Benton Harbor manufactures high pressure aluminum
die cast components, principally for the automotive industry, from a facility
in Benton Harbor, Michigan. Total consideration was approximately $5.6
million.
The acquisitions noted above have been accounted for using the purchase method
of accounting and, accordingly, the assets acquired and liabilities assumed
have been recorded at their fair value as of the respective dates of
acquisition. The excess of the purchase price over the fair value of the assets
acquired and liabilities assumed was recorded as goodwill. Results of
operations for the acquisitions noted above have been included in the
accompanying consolidated financial statements since the respective dates of
acquisition.

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7. Income Taxes:

Income (loss) before income taxes, cumulative effect of change in accounting
principle and extraordinary loss consists of the following (in thousands):

|         |  |       |  |   |         |                          |         |      |        |      |         |   |         |   |        |  
|-------- |  | ----- |  | - | ------- | ------------------------ | ------- | ---- | ------ | ---- | ------- | - | ------- | - | ------ | -
|         |  |       |  |   |         | Years Ended December 31,
|         |  |       |  |   |         |                         
|         |  |       |  |   |         | 2002                     |         | 2001 |        | 2000
|         |  |       |  |   |         |                          |         |      |        |     
|Domestic |  |       |  |   |         | $                        | (15,481 | )    |        | $    | 7,034   |   |         | $ | (7,985 | )
|Foreign  |  |       |  |   |         |                          | (1,975  | )    |        |      | (11,401 | ) |         |   | (5,031 | )
|         |  |       |  |   |         |                          |         |      |        |      |         |   |         |   |        |  
|         |  | Total |  | $ | (17,456 | )                        |         | $    | (4,367 | )    |         | $ | (13,016 | )
|         |  |       |  |   |         |                          |         |      |        |      |         |   |         |   |        |  

The provision (benefit) for income taxes consisted of the following (in
thousands):

|         |  |       |  |   |        |                          |        |      |       |      |         |   |        |   |        |  
|-------- |  | ----- |  | - | ------ | ------------------------ | ------ | ---- | ----- | ---- | ------- | - | ------ | - | ------ | -
|         |  |       |  |   |        | Years Ended December 31,
|         |  |       |  |   |        |                         
|         |  |       |  |   |        | 2002                     |        | 2001 |       | 2000
|         |  |       |  |   |        |                          |        |      |       |     
|Current  |  |       |  |   |        | $                        | 481    |      |       | $    | (10,324 | ) |        | $ | (2,615 | )
|Deferred |  |       |  |   |        |                          | 38,047 |      |       |      | 12,879  |   |        |   | (355   | )
|Foreign  |  |       |  |   |        |                          |       |      |       |      |        |   |        |   | (572   | )
|         |  |       |  |   |        |                          |        |      |       |      |         |   |        |   |        |  
|         |  | Total |  | $ | 38,528 |                          |        | $    | 2,555 |      |         | $ | (3,542 | )
|         |  |       |  |   |        |                          |        |      |       |      |         |   |        |   |        |  

A summary of deferred income tax assets and liabilities is as follows (in
thousands):

|                                                      |                                                          |          |   |              |        |      |   |         |        | 
|----------------------------------------------------- | -------------------------------------------------------- | -------- | - | ------------ | ------ | ---- | - | ------- | ------ | 
|                                                      |                                                          |          |   | December 31,
|                                                      |                                                          |          |   |             
|                                                      |                                                          |          |   | 2002         |        | 2001
|                                                      |                                                          |          |   |              |        |     
|Current deferred income tax assets:                   |                                                          |          |   |              |        |      |   |        
|                                                      | Accounts receivable                                      |          | $ | 296          |        |      | $ | 1,003   |       
|                                                      | Inventories                                              |          |   | 259          |        |      |   | 442     |       
|                                                      | Accrued vacation and other                               |          |   | 4,119        |        |      |   | 743     |       
|                                                      | Loss contracts                                           |          |   | 538          |        |      |   | 1,933   |       
|                                                      |                                                          |          |   |              |        |      |   |         |       
|                                                      |                                                          | Subtotal |   |              | 5,212  |      |   |         | 4,121  | 
|                                                      | Valuation allowance                                      |          |   | (5,212       | )      |      |   |        |       
|                                                      |                                                          |          |   |              |        |      |   |         |       
|                                                      |                                                          | Total    |   | $            |       |      |   | $       | 4,121  | 
|                                                      |                                                          |          |   |              |        |      |   |         |       
|Non-current deferred income tax assets (liabilities): |                                                          |          |   |              |        |      |   |        
|                                                      | Employee benefit plans                                   |          | $ | 3,195        |        |      | $ | 2,898   |       
|                                                      | Loss contracts                                           |          |   | 440          |        |      |   | 1,494   |       
|                                                      | Other liabilities                                        |          |   | (1,096       | )      |      |   | 233     |       
|                                                      | Cash flow hedge                                          |          |   | 341          |        |      |   | 1,524   |       
|                                                      | Foreign net operating loss carry forwards                |          |   | 3,135        |        |      |   | 4,340   |       
|                                                      | State tax credit and net operating loss carry forwards   |          |   | 14,096       |        |      |   | 10,079  |       
|                                                      | Federal tax credit and net operating loss carry forwards |          |   | 49,197       |        |      |   | 36,059  |       
|                                                      | Depreciation                                             |          |   | (10,875      | )      |      |   | (13,683 | )     
|                                                      | Intangible assets                                        |          |   | 26,573       |        |      |   | (1,813  | )     
|                                                      |                                                          |          |   |              |        |      |   |         |       
|                                                      |                                                          | Subtotal |   |              | 85,006 |      |   |         | 41,131 | 
|                                                      | Valuation allowance                                      |          |   | (88,106      | )      |      |   | (13,376 | )     
|                                                      |                                                          |          |   |              |        |      |   |         |       
|                                                      |                                                          | Total    |   | $            | (3,100 | )    |   | $       | 27,755 | 
|                                                      |                                                          |          |   |              |        |      |   |         |       

In the fourth quarter of 2002, the Company recorded a valuation allowance for
its U.S. Federal and all state deferred tax assets. In prior years the Company
recorded a valuation allowance for its foreign deferred tax assets and certain
state deferred tax assets. SFAS No. 109 Accounting for Income Taxes and
relevant interpretations of SFAS No. 109, require a valuation allowance be
provided when it is more probable than not that the related income tax assets
will not be utilized. Reported historical income has been adversely impacted
by the write-off of goodwill (see Note 3), the restructuring charge (see Note
12) and other non-recurring events such as integration difficulties involving
the acquisition of Nelson Metal Products. As a

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result of accounting charges related to these events, the Company has incurred
accounting losses on a cumulative basis since 1999. While management
anticipates there will be positive income generated over time due to
significant new business awards and cost reductions that will result from
planned restructuring (see Note 12), the interpretations of SFAS No. 109 place
greater emphasis on historical results and verifiable events than projected
future results. Because SFAS No. 109 requires the Company to weight historical
reported results greater than projections of future income, the Company
increased the valuation allowance on the deferred tax assets. The Company will
continue to assess the need for a valuation allowance on these assets in the
future.

A reconciliation of income taxes computed at the statutory rates to the
reported income tax provisions is as follows:

|                                            |  |                          |       |      |  |      |       |    |  |  |       |   
|------------------------------------------- |  | ------------------------ | ----- | ---- |  | ---- | ----- | -- |  |  | ----- | --
|                                            |  | Years Ended December 31,
|                                            |  |                         
|                                            |  | 2002                     |       | 2001 |  | 2000
|                                            |  |                          |       |      |  |     
|Federal benefit at statutory rates          |  |                          | (34.0 | )%   |  |      | (35.0 | )% |  |  | (35.0 | )%
|State tax provision, net of federal benefit |  |                          | 2.8   |      |  |      | 7.6   |    |  |  | (1.8  | ) 
|Non-deductible goodwill                     |  |                          |      |      |  |      | 14.7  |    |  |  | 8.0   |   
|Foreign sales corporation                   |  |                          |      |      |  |      | (16.1 | )  |  |  | (4.7  | ) 
|Valuation allowance                         |  |                          | 251.7 |      |  |      | 86.3  |    |  |  | 7.0   |   
|Other, net                                  |  |                          | 0.2   |      |  |      | 1.0   |    |  |  | (0.7  | ) 
|                                            |  |                          |       |      |  |      |       |    |  |  |       |   
|                                            |  |                          | 220.7 | %    |  |      | 58.5  | %  |  |  | (27.2 | )%
|                                            |  |                          |       |      |  |      |       |    |  |  |       |   

The Company has approximately $15.4 million of state tax credit carry forwards
which expire through 2017, $77.7 million of state net operating loss carry
forwards which expire between 2014 and 2022, $9.0 million of foreign net
operating loss carry forwards which expire in 2017 and $144.0 million of
federal net operating loss carry forwards which expire between 2018 and 2022.
No provision has been made for U.S. income taxes related to undistributed
earnings of foreign subsidiaries that are intended to be permanently
reinvested.

8. Geographic and Product Line Information:

The Company designs and manufactures aluminum die cast components and
assemblies for the global automotive industry and operates in a single
reportable business segment, automotive products. The Company internally
evaluates its business principally based upon critical performance measures
established by the Company; because of similar economic characteristics of the
operations, including the nature of products, production process and customers,
those operations have been aggregated following the provisions of SFAS No. 131
Disclosures about Segments of an Enterprise and Related Information for
segment reporting purposes.

The following is a summary of sales, based on location of production, and
long-lived assets by geographic location (in thousands):

|               |  |                          |         |        |  |       |         |        |  |       |         |        |  |   |         |  |  |       |         |  |  |   |         | 
|-------------- |  | ------------------------ | ------- | ------ |  | ----- | ------- | ------ |  | ----- | ------- | ------ |  | - | ------- |  |  | ----- | ------- |  |  | - | ------- | 
|               |  | Years Ended December 31,
|               |  |                         
|               |  | 2002                     |         | 2001   |  | 2000 
|               |  |                          |         |        |  |      
|               |  |                          |         |        |  | Long- |         |        |  |       |         | Long-  |  |   |         |  |  | Long-
|               |  |                          |         |        |  | Lived |         |        |  |       |         | Lived  |  |   |         |  |  | Lived
|               |  | Sales                    |         | Assets |  | Sales |         | Assets |  | Sales |         | Assets
|               |  |                          |         |        |  |       |         |        |  |       |         |       
|United States  |  | $                        | 443,320 |        |  | $     | 140,720 |        |  | $     | 420,524 |        |  | $ | 175,534 |  |  | $     | 467,803 |  |  | $ | 185,208 | 
|Mexico         |  |                          | 4,985   |        |  |       | 7,522   |        |  |       | 5,064   |        |  |   | 9,477   |  |  |       | 6,059   |  |  |   | 9,142   | 
|United Kingdom |  |                          | 78,211  |        |  |       | 73,413  |        |  |       | 59,910  |        |  |   | 69,779  |  |  |       | 63,022  |  |  |   | 71,063  | 
|Spain          |  |                          | 23,931  |        |  |       | 29,314  |        |  |       | 20,211  |        |  |   | 20,352  |  |  |       | 20,118  |  |  |   | 17,933  | 
|               |  |                          |         |        |  |       |         |        |  |       |         |        |  |   |         |  |  |       |         |  |  |   |         | 
|               |  | $                        | 550,447 |        |  | $     | 250,969 |        |  | $     | 505,709 |        |  | $ | 275,142 |  |  | $     | 557,002 |  |  | $ | 283,346 | 
|               |  |                          |         |        |  |       |         |        |  |       |         |        |  |   |         |  |  |       |         |  |  |   |         | 

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Sales to customers in various geographic locations were as follows (in
thousands):

|                        |  |                          |  |  |  |      |         |      |  |      |         |  |  |   |         | 
|----------------------- |  | ------------------------ |  |  |  | ---- | ------- | ---- |  | ---- | ------- |  |  | - | ------- | 
|                        |  | Years Ended December 31,
|                        |  |                          |  |  |  |     
|                        |  |                          |  |  |  | 2002 |         | 2001 |  | 2000
|                        |  |                          |  |  |  |      |         |      |  |     
|North America           |  |                          |  |  |  | $    | 424,580 |      |  | $    | 406,541 |  |  | $ | 452,964 | 
|Europe                  |  |                          |  |  |  |      | 125,071 |      |  |      | 94,233  |  |  |   | 102,546 | 
|Other foreign locations |  |                          |  |  |  |      | 796     |      |  |      | 4,935   |  |  |   | 1,492   | 
|                        |  |                          |  |  |  |      |         |      |  |      |         |  |  |   |         | 
|                        |  |                          |  |  |  | $    | 550,447 |      |  | $    | 505,709 |  |  | $ | 557,002 | 
|                        |  |                          |  |  |  |      |         |      |  |      |         |  |  |   |         | 

The following is a summary of the approximate composition by product category
of the Companys sales (in thousands):

|                                                 |                                    |  |                          |  |      |   |         |         |  |   |         |         |  |   |         |         | 
|------------------------------------------------ | ---------------------------------- |  | ------------------------ |  | ---- | - | ------- | ------- |  | - | ------- | ------- |  | - | ------- | ------- | 
|                                                 |                                    |  | Years Ended December 31,
|                                                 |                                    |  |                         
|                                                 |                                    |  | 2002                     |  | 2001 |   | 2000   
|                                                 |                                    |  |                          |  |      |   |        
|Medium to large automotive aluminum die castings |                                    |  |                          |  |      |   |         |         |  |   |         |         |  |   |         |        
|                                                 | Oil pans                           |  |                          |  |      |   | $       | 174,696 |  |   | $       | 155,525 |  |   | $       | 167,535 | 
|                                                 | Engine front covers                |  |                          |  |      |   |         | 54,356  |  |   |         | 46,038  |  |   |         | 48,023  | 
|                                                 | Transmission cases                 |  |                          |  |      |   |         | 73,745  |  |   |         | 62,697  |  |   |         | 75,969  | 
|                                                 | Bedplates                          |  |                          |  |      |   |         | 47,967  |  |   |         | 42,947  |  |   |         | 33,800  | 
|                                                 | Other medium to large die castings |  |                          |  |      |   |         | 113,164 |  |   |         | 116,174 |  |   |         | 142,525 | 
|Small automotive aluminum die castings           |                                    |  |                          |  |      |   | 81,328  |         |  |   | 72,653  |         |  |   | 71,311  |        
|Other products                                   |                                    |  |                          |  |      |   | 5,191   |         |  |   | 9,675   |         |  |   | 17,839  |        
|                                                 |                                    |  |                          |  |      |   |         |         |  |   |         |         |  |   |         |         | 
|Total                                            |                                    |  |                          |  |      | $ | 550,447 |         |  | $ | 505,709 |         |  | $ | 557,002 |        
|                                                 |                                    |  |                          |  |      |   |         |         |  |   |         |         |  |   |         |         | 

The Company sells its products directly to automobile manufacturers. Customers
that accounted for a significant portion of consolidated sales for each of the
three years in the period ended December 31, 2002 were as follows:

|     |  |                          |  |      |    |      |  |  |  |  |    |   |  |  |    |  
|---- |  | ------------------------ |  | ---- | -- | ---- |  |  |  |  | -- | - |  |  | -- | -
|     |  | Years Ended December 31,
|     |  |                         
|     |  | 2002                     |  | 2001 |    | 2000
|     |  |                          |  |      |    |      |  |  |  | 
|Ford |  |                          |  |      | 53 | %    |  |  |  |  | 52 | % |  |  | 52 | %
|GM   |  |                          |  |      | 33 | %    |  |  |  |  | 36 | % |  |  | 36 | %

As of December 31, 2002 and 2001, receivables from these customers represented
61% and 62% of total accounts receivable, respectively.

9. Employee Benefit Plans:

The Company has a noncontributory defined contribution retirement plan covering
certain U.S. employees after one year of service. Under the terms of the plan,
contributions made by the Company are based on the number of hours worked by
each participant. The Companys rate is $1.00 per hour of qualified service.
The expense for the years ended December 31, 2002, 2001 and 2000 was $2.1
million, $2.0 million and $1.9 million, respectively.

The Company also sponsors several 401(k) savings plans covering substantially
all U.S. employees. Company contributions under the hourly 401(k) plan are
equal to 50% of the first $550 contributed by each employee in 2002, 50% of the
first $300 contributed by each employee in 2001 and 50% of the first $150
contributed by each employee in 2000. For the salaried 401(k) plan, the Company
contributes 0.25% of gross pay for every 1% of employee contributions up to 4%
for 2002. In prior years the salary plan had a contribution scheme that was
the same as the hourly 401(k) plan. The Companys total 401(k) expense for the
years ended December 31, 2002, 2001 and 2000 was $230,000, $91,000 and $38,000,
respectively.

The Company sponsors defined benefit pension plans covering certain employee
groups at JLF UK and Nelson. The Companys policy is to fund the amounts which
are actuarially determined and as required by applicable law. In addition, the
Company has a postretirement medical benefit plan for certain employee
groups and has recorded a liability for its estimated obligation under that
plan. The Company has the right to modify or terminate certain of these
benefits in the future.

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The change in benefit obligation and plan assets consisted of the following (in
thousands):

|                                                   |  |      |                    |      |                     |      |        |      |  |   |                         |   |  |   |       |   |  |  |  |  | 
|-------------------------------------------------- |  | ---- | ------------------ | ---- | ------------------- | ---- | ------ | ---- |  | - | ----------------------- | - |  | - | ----- | - |  |  |  |  | 
|                                                   |  |      |                    |      |                     |      |        |      |  |   | Postretirement Benefits |   |  |   |      
|                                                   |  |      | Pension Benefits   |      | Other Than Pensions |      |        |      | 
|                                                   |  |      | as of December 31, |      | as of December 31,  |      |        |      | 
|                                                   |  |      |                    |      |                     |      |        |      | 
|Change in Benefit Obligation                       |  | 2002 |                    | 2001 |                     | 2002 |        | 2001 |  |   |                         |  
|                                                   |  |      |                    |      |                     |      |        |      |  |   |                         |  
|Benefit obligation at beginning of the year        |  | $    | 44,751             |      |                     | $    | 41,322 |      |  | $ | 7,306                   |   |  | $ | 6,831 |  
|Service cost                                       |  |      | 1,782              |      |                     |      | 1,620  |      |  |   | 252                     |   |  |   | 242   |  
|Interest cost                                      |  |      | 2,680              |      |                     |      | 2,443  |      |  |   | 459                     |   |  |   | 531   |  
|Actuarial loss/(gain)                              |  |      | (1,809             | )    |                     |      | 794    |      |  |   | (12                     | ) |  |   |      |  
|Plan participants contributions                   |  |      | 488                |      |                     |      | 503    |      |  |   |                        |   |  |   |      |  
|Benefits paid                                      |  |      | (2,720             | )    |                     |      | (1,083 | )    |  |   | (413                    | ) |  |   | (298  | )
|Foreign currency exchange rate changes             |  |      | 4,058              |      |                     |      | (1,014 | )    |  |   |                        |   |  |   |      |  
|Other                                              |  |      |                   |      |                     |      | 166    |      |  |   | (384                    | ) |  |   |      |  
|                                                   |  |      |                    |      |                     |      |        |      |  |   |                         |   |  |   |       |  
|Benefit obligation at end of the year              |  | $    | 49,230             |      |                     | $    | 44,751 |      |  | $ | 7,208                   |   |  | $ | 7,306 |  
|                                                   |  |      |                    |      |                     |      |        |      |  |   |                         |   |  |   |       |  
|Change in Plan Assets                              |  |      |                    |      |                     |      |        |      |  |   |                         |   |  |   |       |  
|Fair value of plan assets at beginning of the year |  | $    | 30,273             |      |                     | $    | 35,496 |      |  | $ |                        |   |  | $ |      |  
|Actual return on plan assets                       |  |      | (301               | )    |                     |      | (5,612 | )    |  |   |                        |   |  |   |      |  
|Employer contributions                             |  |      | 2,608              |      |                     |      | 1,819  |      |  |   | 413                     |   |  |   | 298   |  
|Plan participants contributions                   |  |      | 488                |      |                     |      | 503    |      |  |   |                        |   |  |   |      |  
|Benefits paid                                      |  |      | (2,720             | )    |                     |      | (1,083 | )    |  |   | (413                    | ) |  |   | (298  | )
|Foreign currency exchange rate changes             |  |      | 2,641              |      |                     |      | (850   | )    |  |   |                        |   |  |   |      |  
|                                                   |  |      |                    |      |                     |      |        |      |  |   |                         |   |  |   |       |  
|Fair value of plan assets at end of the year       |  | $    | 32,989             |      |                     | $    | 30,273 |      |  | $ |                        |   |  | $ |      |  
|                                                   |  |      |                    |      |                     |      |        |      |  |   |                         |   |  |   |       |  

The funded status of the Companys plans is as follows (amounts in thousands):

|                                                      |  |                    |         |                     |  |      |         |      |  |                         |        |   |  |   |        |  
|----------------------------------------------------- |  | ------------------ | ------- | ------------------- |  | ---- | ------- | ---- |  | ----------------------- | ------ | - |  | - | ------ | -
|                                                      |  |                    |         |                     |  |      |         |      |  | Postretirement Benefits
|                                                      |  | Pension Benefits   |         | Other Than Pensions
|                                                      |  | as of December 31, |         | as of December 31, 
|                                                      |  |                    |         |                    
|                                                      |  | 2002               |         | 2001                |  | 2002 |         | 2001
|                                                      |  |                    |         |                     |  |      |         |     
|Funded status                                         |  | $                  | (16,241 | )                   |  | $    | (14,478 | )    |  | $                       | (7,525 | ) |  | $ | (7,907 | )
|Unrecognized actuarial loss                           |  |                    | 16,232  |                     |  |      | 14,066  |      |  |                         | (67    | ) |  |   | 601    |  
|Unrecognized transition amount                        |  |                    |        |                     |  |      |        |      |  |                         | 384    |   |  |   |       |  
|Unrecognized prior service cost                       |  |                    | 155     |                     |  |      | 166     |      |  |                         |       |   |  |   |       |  
|                                                      |  |                    |         |                     |  |      |         |      |  |                         |        |   |  |   |        |  
|Prepaid (Accrued) benefit cost                        |  | $                  | 146     |                     |  | $    | (246    | )    |  | $                       | (7,208 | ) |  | $ | (7,306 | )
|                                                      |  |                    |         |                     |  |      |         |      |  |                         |        |   |  |   |        |  
|Amounts recognized in the consolidated balance sheet: |  |                    |         |                     |  |      |         |      |  |                         |        |   |  |   |        |  
|Accrued benefit liability                             |  | $                  | (10,963 | )                   |  | $    | (1,735  | )    |  | $                       | (7,208 | ) |  | $ | (7,306 | )
|Intangible asset                                      |  |                    | 156     |                     |  |      | 166     |      |  |                         |       |   |  |   |       |  
|Accumulated other comprehensive loss                  |  |                    | 10,953  |                     |  |      | 1,323   |      |  |                         |       |   |  |   |       |  
|                                                      |  |                    |         |                     |  |      |         |      |  |                         |        |   |  |   |        |  
|Net amount recognized                                 |  | $                  | 146     |                     |  | $    | (246    | )    |  | $                       | (7,208 | ) |  | $ | (7,306 | )
|                                                      |  |                    |         |                     |  |      |         |      |  |                         |        |   |  |   |        |  

The following assumptions were used to account for the plan assets:

|                               |  |                          |          |                             |  |      |          |      |  |                         |          |   |  |  |          |  
|------------------------------ |  | ------------------------ | -------- | --------------------------- |  | ---- | -------- | ---- |  | ----------------------- | -------- | - |  |  | -------- | -
|                               |  |                          |          |                             |  |      |          |      |  | Postretirement Benefits
|                               |  | Pension Benefits for the |          | Other Than Pensions for the
|                               |  | Years Ended December 31, |          | Years Ended December 31,   
|                               |  |                          |          |                            
|                               |  | 2002                     |          | 2001                        |  | 2002 |          | 2001
|                               |  |                          |          |                             |  |      |          |     
|Discount rate                  |  |                          | 5.6-6.75 | %                           |  |      | 5.5-7.25 | %    |  |                         | 6.75     | % |  |  | 7.25     | %
|Expected return on plan assets |  |                          | 8.0      | %                           |  |      | 8.0-9.0  | %    |  |                         |         |   |  |  |         |  
|Rate of compensation increases |  |                          | 0.0-4.0  | %                           |  |      | 0.0-4.0  | %    |  |                         |         |   |  |  |         |  
|Measurement date               |  |                          | 10/31/02 |                             |  |      | 10/31/01 |      |  |                         | 10/31/02 |   |  |  | 10/31/01 |  

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The components of net periodic benefit costs are as follows (in thousands):

|                               |  |                          |        |                             |  |      |        |      |  |      |        |      |  |                         |      |   |  |   |     |  |  |   |     | 
|------------------------------ |  | ------------------------ | ------ | --------------------------- |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | ----------------------- | ---- | - |  | - | --- |  |  | - | --- | 
|                               |  |                          |        |                             |  |      |        |      |  |      |        |      |  | Postretirement Benefits
|                               |  | Pension Benefits for the |        | Other Than Pensions for the
|                               |  | Years Ended December 31, |        | Years Ended December 31,   
|                               |  |                          |        |                            
|                               |  | 2002                     |        | 2001                        |  | 2000 |        | 2002 |  | 2001 |        | 2000
|                               |  |                          |        |                             |  |      |        |      |  |      |        |     
|Service cost                   |  | $                        | 1,782  |                             |  | $    | 1,620  |      |  | $    | 1,854  |      |  | $                       | 252  |   |  | $ | 242 |  |  | $ | 217 | 
|Interest cost                  |  |                          | 2,680  |                             |  |      | 2,443  |      |  |      | 2,340  |      |  |                         | 459  |   |  |   | 531 |  |  |   | 495 | 
|Expected return on plan assets |  |                          | (2,844 | )                           |  |      | (3,113 | )    |  |      | (3,171 | )    |  |                         |     |   |  |   |    |  |  |   |    | 
|Other                          |  |                          | 458    |                             |  |      | 101    |      |  |      |       |      |  |                         | (396 | ) |  |   |    |  |  |   |    | 
|                               |  |                          |        |                             |  |      |        |      |  |      |        |      |  |                         |      |   |  |   |     |  |  |   |     | 
|Net periodic benefit costs     |  | $                        | 2,076  |                             |  | $    | 1,051  |      |  | $    | 1,023  |      |  | $                       | 315  |   |  | $ | 773 |  |  | $ | 712 | 
|                               |  |                          |        |                             |  |      |        |      |  |      |        |      |  |                         |      |   |  |   |     |  |  |   |     | 

For measurement purposes, an 8.37% annual rate of increase in the per capita
cost of health care benefits was assumed for 2001, decreasing to 5.25% in 2004
and remaining constant thereafter. Assumed health care cost trend rates have a
significant effect on the amounts reported for the postretirement medical
benefit plans. A one percentage point change in assumed health care cost trend
rates would have the following effects (in thousands):

|                                                        |  |                |     |                |  |   |      |  
|------------------------------------------------------- |  | -------------- | --- | -------------- |  | - | ---- | -
|                                                        |  | One Percentage |     | One Percentage
|                                                        |  | Point Increase |     | Point Decrease
|                                                        |  |                |     |               
|Effect on total of service and interest cost components |  | $              | 94  |                |  | $ | (79  | )
|                                                        |  |                |     |                |  |   |      |  
|Effect on the postretirement benefit obligation         |  | $              | 812 |                |  | $ | (701 | )
|                                                        |  |                |     |                |  |   |      |  

The Company anticipates curtailments of the defined benefit pension plan and
postretirement benefit plan covering certain employee groups at Nelson due to
the closure of the Grandville, Michigan facility, of which estimated
curtailment losses were included in the Companys 2002 restructuring charge
(see Note 12.)

10. Leases:

The Company is obligated at December 31, 2002 under various capital leases for
certain machinery and equipment, including vehicles that expire at various
dates through 2008. Amortization of assets held under capital leases is
included in depreciation expense.

The Company also leases buildings, vehicles, machinery and equipment under
noncancelable operating leases expiring on various dates through 2011. Total
rent expense from operating leases, including month-to-month leases, was $8.5
million, $7.3 million and $4.2 million for the years ended December 31, 2002,
2001 and 2000, respectively.

In March 2002, the Company entered into an agreement to sell and lease back
five machines, applying the provisions of Statement of Financial Accounting
Standards No. 98, Accounting for Leases. Upon the commencement of the lease
term on March 27, 2002, the assets were removed from the Companys balance
sheet in accordance with accounting for the machines as an operating lease. All
of the assets sold in the transaction were purchased during the first quarter
of 2002. Net proceeds from the transaction were approximately $4.6 million. The
transaction resulted in a gain of approximately $200,000, which is deferred and
amortized over the lease term. As of December 31, 2002, the present value of
the future minimum lease payments was approximately $2.9 million.

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Aggregate future minimum lease payments as of December 31, 2002 relating to
capital leases and noncancelable operating leases with an initial term in
excess of one year are as follows (in thousands):

|                                                               |                                                                  |   |                |        |                  |   |       |        | 
|-------------------------------------------------------------- | ---------------------------------------------------------------- | - | -------------- | ------ | ---------------- | - | ----- | ------ | 
|                                                               |                                                                  |   | Capital Leases |        | Operating Leases
|                                                               |                                                                  |   |                |        |                 
|2003                                                           |                                                                  | $ | 5,047          |        |                  | $ | 7,740 |       
|2004                                                           |                                                                  |   | 4,731          |        |                  |   | 5,584 |       
|2005                                                           |                                                                  |   | 3,592          |        |                  |   | 3,307 |       
|2006                                                           |                                                                  |   | 2,049          |        |                  |   | 2,261 |       
|2007                                                           |                                                                  |   | 1,237          |        |                  |   | 1,233 |       
|2008 and thereafter                                            |                                                                  |   | 192            |        |                  |   | 802   |       
|                                                               |                                                                  |   |                |        |                  |   |       |       
|                                                               | Total minimum lease payments                                     |   |                | 16,848 |                  |   | $     | 20,927 | 
|                                                               |                                                                  |   |                |        |                  |   |       |       
|Less- Amount representing interest (rates from 5% to 11%)      |                                                                  |   | 2,290          |        |                  |   |       |       
|                                                               |                                                                  |   |                |        |                  |   |       |       
|                                                               | Present value of net minimum capital lease payments              |   |                | 14,558 |                  |   |       |        | 
|Less- Current installments of obligations under capital leases |                                                                  |   | 4,290          |        |                  |   |       |       
|                                                               |                                                                  |   |                |        |                  |   |       |       
|                                                               | Obligations under capital leases, excluding
current installments |   | $              | 10,268 |                  |   |       |        | 
|                                                               |                                                                  |   |                |        |                  |   |       |       

11. Related-Party Transactions:

The Company expensed approximately $0 million, $1.1 million and $1.1 million
for management services and debt placement costs to an affiliate, Hidden Creek
Industries (Hidden Creek) for the years ended December 31, 2002, 2001 and
2000, respectively. In 2002, the Company was charged by Hidden Creek $2.4
million for assistance in obtaining financing, and capitalized such amount as
deferred loan costs. In addition, the Company expensed $0.1 million in 2002
for management services from Onex Corporation, its majority shareholder.

In October 2002, certain of the Companys stockholders purchased trade accounts
receivable from the Company to provide additional liquidity. The total
discount for all trade receivables purchased by the stockholders was
approximately $15,000. The maximum amount purchased by the stockholders was
approximately $4.2 million. All trade receivables purchased by the
stockholders were collected by October 25, 2002.

In December 2002, the Company issued approximately $9.9 million of the secured
second lien term loan to a partnership owned by certain stockholders of the
Company (see Note 4).

12. Restructuring Charge:

On December 31, 2002 the Companys board of directors approved a restructuring
plan that included the closing of the Grandville, Michigan facility. As a
result, the Company recognized a charge to earnings of $21.3 million in the
fourth quarter of 2002, which reflects the estimated qualifying exit costs to
be incurred over the next 12 months. Included in this charge are costs
associated with closing the facility of $3.3 million and asset impairments of
$18.0 million. The asset impairments consist of long-lived assets, including
fixed assets and manufacturing equipment that the Company intends to dispose of
or discontinue their use. Impairment was measured in accordance with SFAS No.
144 (see Note 3) based on the cash flows of the facility, and the assets were
then written down to their estimated residual values. With the transfer of the
production to other facilities, these activities are anticipated to result in a
reduction of approximately 225 hourly and salaried employees. The estimated
restructuring charge does not cover certain aspects of the 2003 plan, including
the movement of equipment, severance costs and employee relocation and
training. These costs will be recognized in future periods as incurred. The
Company expects the closure to be completed by fourth quarter of 2003.

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13. Quarterly Financial Data (Unaudited):

The following is a condensed summary of actual quarterly results of operations
for 2002 and 2001 (in thousands):

|      |                    |   |         |         |        |   |        |        |                      |   |                     |        |   |   |                      |         |   |   |          |          |  
|----- | ------------------ | - | ------- | ------- | ------ | - | ------ | ------ | -------------------- | - | ------------------- | ------ | - | - | -------------------- | ------- | - | - | -------- | -------- | -
|      |                    |   |         |         |        |   |        |        |                      |   |                     |        |   |   | Net Income (Loss)    |         |   |   |         
|      |                    |   |         |         |        |   |        |        |                      |   |                     |        |   |   | Before Extraordinary |         |   |   |         
|      |                    |   |         |         |        |   |        |        |                      |   |                     |        |   |   | Items and Cumulative |         |   |   |         
|      |                    |   |         |         |        |   | Gross  |        | Operating            |   | Effect of Change in |        |   |   |                     
|      |                    |   | Sales   |         | Profit |   | Income |        | Accounting Principle |   | Net Income (Loss)  
|      |                    |   |         |         |        |   |        |        |                      |   |                    
|2002: |                    |   |         |         |        |   |        |        |                      |   |                     |        |   |   |                      |         |   |   |          |         
|      | First, as adjusted |   | $       | 134,714 |        |   | $      | 20,161 |                      |   | $                   | 12,212 |   |   | $                    | (105    | ) |   | $        | (202,727 | )
|      | Second             |   |         | 146,421 |        |   |        | 23,829 |                      |   |                     | 16,028 |   |   |                      | 2,752   |   |   |          | 2,752    |  
|      | Third              |   |         | 132,604 |        |   |        | 15,815 |                      |   |                     | 10,214 |   |   |                      | (1,626  | ) |   |          | (1,627   | )
|      | Fourth             |   |         | 136,708 |        |   |        | 23,205 |                      |   |                     | (4,763 | ) |   |                      | (57,005 | ) |   |          | (70,511  | )
|      |                    |   |         |         |        |   |        |        |                      |   |                     |        |   |   |                      |         |   |   |          |          |  
|      |                    | $ | 550,447 |         |        | $ | 83,010 |        |                      | $ | 33,691              |        |   | $ | (55,984              | )       |   | $ | (272,113 | )       
|      |                    |   |         |         |        |   |        |        |                      |   |                     |        |   |   |                      |         |   |   |          |          |  
|2001: |                    |   |         |         |        |   |        |        |                      |   |                     |        |   |   |                      |         |   |   |          |         
|      | First              |   | $       | 134,556 |        |   | $      | 16,413 |                      |   | $                   | 5,820  |   |   | $                    | (5,364  | ) |   | $        | (5,364   | )
|      | Second             |   |         | 137,808 |        |   |        | 23,810 |                      |   |                     | 12,773 |   |   |                      | (1,973  | ) |   |          | (1,973   | )
|      | Third              |   |         | 112,318 |        |   |        | 22,068 |                      |   |                     | 13,436 |   |   |                      | (34     | ) |   |          | (34      | )
|      | Fourth             |   |         | 121,027 |        |   |        | 29,108 |                      |   |                     | 17,222 |   |   |                      | 449     |   |   |          | (449     | )
|      |                    |   |         |         |        |   |        |        |                      |   |                     |        |   |   |                      |         |   |   |          |          |  
|      |                    | $ | 505,709 |         |        | $ | 91,399 |        |                      | $ | 49,251              |        |   | $ | (6,922               | )       |   | $ | (6,922   | )       
|      |                    |   |         |         |        |   |        |        |                      |   |                     |        |   |   |                      |         |   |   |          |          |  

During the fourth quarter of 2002, the Company recorded a restructuring charge
of $21.3 million related to the closing of the Grandville facility (Note 12)
and a valuation allowance of $79.9 million for its net deferred tax assets
(Note 7).

The following table represents the impact of the impairment loss on the three
months ended as follows:

|                                                                                 |  |                |          |  
|-------------------------------------------------------------------------------- |  | -------------- | -------- | -
|                                                                                 |  | March 31, 2002
|                                                                                 |  | As Adjusted   
|                                                                                 |  |               
|Net loss before cumulative effect of change in
accounting principle, as reported |  | $              | (105     | )
|Cumulative effect of change in accounting principle                              |  |                | (202,622 | )
|                                                                                 |  |                |          |  
|Net loss, as adjusted                                                            |  | $              | (202,727 | )
|                                                                                 |  |                |          |  

The following table represents the impact of the impairment loss on each
quarter of 2002 for goodwill, net of accumulated amortization and total
stockholders deficit:

|      |        |  |                          |         |                     |  |             |        |             |  |   |          |   |  |   |          |  
|----- | ------ |  | ------------------------ | ------- | ------------------- |  | ----------- | ------ | ----------- |  | - | -------- | - |  | - | -------- | -
|      |        |  | Goodwill, Net of         |         | Total
Stockholders
|      |        |  | Accumulated Amortization |         | Deficit            
|      |        |  |                          |         |                    
|      |        |  | As Reported              |         | As Adjusted         |  | As Reported |        | As Adjusted
|      |        |  |                          |         |                     |  |             |        |            
|2002: |        |  |                          |         |                     |  |             |        |             |  |   |          |   |  |   |         
|      | First  |  | $                        | 287,183 |                     |  | $           | 93,433 |             |  | $ | (28,298  | ) |  | $ | (222,048 | )
|      | Second |  |                          | 291,545 |                     |  |             | 94,585 |             |  |   | (23,743  | ) |  |   | (220,703 | )
|      | Third  |  |                          | 292,456 |                     |  |             | 94,514 |             |  |   | (26,327  | ) |  |   | (224,269 | )
|      | Fourth |  |                          | 95,171  |                     |  |             | 95,171 |             |  |   | (294,511 | ) |  |   | (294,511 | )

Due to information that became available in the fourth quarter of 2001, the
Company recorded an increase in pre-tax income of $9.0 million for
non-recurring items. Approximately $6.0 million of income associated with the
resolution of customer commercial issues, including program cancellation costs,
pricing discrepancies, scrap buyback, overtime charges and under-amortized
capital was recorded. Other adjustments included a $7.0 million reduction in
the Companys loss contract reserve (see Note 6) and a $4.0 million charge
associated with the 2001 impairment of Mexican goodwill under SFAS No. 121
Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to Be
Disposed Of (see Note 3).

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14. Consolidating Guarantor and Non-Guarantor Financial Information:

The following consolidating financial information presents balance sheet,
statement of operations and cash flow information related to the Companys
business. Each Guarantor is a direct wholly owned domestic subsidiary of the
Company and has fully and unconditionally guaranteed the 111⁄2% senior
subordinated notes issued by J.L. French Automotive Castings, Inc., on a joint
and several basis. The Non-Guarantor Companies are the Companys foreign
subsidiaries, which include JLF UK, Ansola and JLF Mexico. Separate financial
statements and other disclosures concerning the Guarantors have not been
presented because management believes that such information is not material to
investors.

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14. Consolidating guarantor and non-guarantor financial information
(continued):

J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
Consolidating Statements of Operations for the Year Ended December 31, 2002
(Amounts in thousands)

|                                                                                                                                                      |                         |   |             |        |           |   |           |        |              |   |              |        |  |   |         |   |  |   |          |        | 
|----------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | - | ----------- | ------ | --------- | - | --------- | ------ | ------------ | - | ------------ | ------ |  | - | ------- | - |  | - | -------- | ------ | 
|                                                                                                                                                      |                         |   | J.L. French |        |           |   |           |        |              |   |              |        |  |   |         |   |  |   |         
|                                                                                                                                                      |                         |   | Automotive  |        |           |   |           |        | Non-         |   |              |        |  |   |         |   | 
|                                                                                                                                                      |                         |   | Castings,   |        | Guarantor |   | Guarantor |        |              |   |              |        |  |   |        
|                                                                                                                                                      |                         |   | Inc.        |        | Companies |   | Companies |        | Eliminations |   | Consolidated
|                                                                                                                                                      |                         |   |             |        |           |   |           |        |              |   |             
|Revenues                                                                                                                                              |                         | $ |            |        |           | $ | 443,320   |        |              | $ | 107,127      |        |  | $ |        |   |  | $ | 550,447  |       
|Cost of sales                                                                                                                                         |                         |   |            |        |           |   | 374,920   |        |              |   | 92,517       |        |  |   |        |   |  |   | 467,437  |       
|                                                                                                                                                      |                         |   |             |        |           |   |           |        |              |   |              |        |  |   |         |   |  |   |          |       
|                                                                                                                                                      | Gross profit            |   |             |       |           |   |           | 68,400 |              |   |              | 14,610 |  |   |         |  |  |   |          | 83,010 | 
|Selling, general and
administrative expenses                                                                                                          |                         |   | 1,500       |        |           |   | 16,105    |        |              |   | 10,349       |        |  |   |        |   |  |   | 27,954   |       
|Restructuring charges                                                                                                                                 |                         |   |            |        |           |   | 21,308    |        |              |   |             |        |  |   |        |   |  |   | 21,308   |       
|Amortization of intangible
assets                                                                                                                     |                         |   | 1           |        |           |   |          |        |              |   | 56           |        |  |   |        |   |  |   | 57       |       
|                                                                                                                                                      |                         |   |             |        |           |   |           |        |              |   |              |        |  |   |         |   |  |   |          |       
|                                                                                                                                                      | Operating income (loss) |   |             | (1,501 | )         |   |           | 30,987 |              |   |              | 4,205  |  |   |         |  |  |   |          | 33,691 | 
|Interest expense                                                                                                                                      |                         |   | 2,751       |        |           |   | 42,216    |        |              |   | 6,180        |        |  |   |        |   |  |   | 51,147   |       
|                                                                                                                                                      |                         |   |             |        |           |   |           |        |              |   |              |        |  |   |         |   |  |   |          |       
|Income (loss) before income
taxes and equity in losses of
subsidiaries and cumulative
effect of change in accounting
principle and extraordinary
loss |                         |   | (4,252      | )      |           |   | (11,229   | )      |              |   | (1,975       | )      |  |   |        |   |  |   | (17,456  | )     
|Provision (benefit) for income
taxes                                                                                                                  |                         |   | 1,530       |        |           |   | 36,240    |        |              |   | 758          |        |  |   |        |   |  |   | 38,528   |       
|Equity in losses of subsidiaries                                                                                                                      |                         |   | (248,919    | )      |           |   |          |        |              |   |             |        |  |   | 248,919 |   |  |   |         |       
|                                                                                                                                                      |                         |   |             |        |           |   |           |        |              |   |              |        |  |   |         |   |  |   |          |       
|Income (loss) before cumulative
effect of change in accounting
principle and extraordinary
loss                                                       |                         |   | (254,701    | )      |           |   | (47,469   | )      |              |   | (2,733       | )      |  |   | 248,919 |   |  |   | (55,984  | )     
|Cumulative effect of change in
accounting principle                                                                                                   |                         |   | 3,905       |        |           |   | 150,040   |        |              |   | 48,677       |        |  |   |        |   |  |   | 202,622  |       
|Extraordinary loss on early debt
retirement                                                                                                           |                         |   | 13,507      |        |           |   |          |        |              |   |             |        |  |   |        |   |  |   | 13,507   |       
|                                                                                                                                                      |                         |   |             |        |           |   |           |        |              |   |              |        |  |   |         |   |  |   |          |       
|Net loss                                                                                                                                              |                         | $ | (272,113    | )      |           | $ | (197,509  | )      |              | $ | (51,410      | )      |  | $ | 248,919 |   |  | $ | (272,113 | )     
|                                                                                                                                                      |                         |   |             |        |           |   |           |        |              |   |              |        |  |   |         |   |  |   |          |       

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14. Consolidating guarantor and non-guarantor financial information
(continued):

J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
Consolidating Statement of Cash Flows for the Year Ended December 31, 2002
(Amounts in thousands)

|                                                             |                                                                                  |                                                     |                                                      |          |             |        |           |          |           |      |              |         |              |       |   |         |          |   |       |          |         |        | 
|------------------------------------------------------------ | -------------------------------------------------------------------------------- | --------------------------------------------------- | ---------------------------------------------------- | -------- | ----------- | ------ | --------- | -------- | --------- | ---- | ------------ | ------- | ------------ | ----- | - | ------- | -------- | - | ----- | -------- | ------- | ------ | 
|                                                             |                                                                                  |                                                     |                                                      |          | J.L. French |        |           |          |           |      |              |         |              |       |   |         |          |   |       |          |        
|                                                             |                                                                                  |                                                     |                                                      |          | Automotive  |        |           |          |           |      | Non-         |         |              |       |   |         |          |   |      
|                                                             |                                                                                  |                                                     |                                                      |          | Castings,   |        | Guarantor |          | Guarantor |      |              |         |              |       |   |         |         
|                                                             |                                                                                  |                                                     |                                                      |          | Inc.        |        | Companies |          | Companies |      | Eliminations |         | Consolidated
|                                                             |                                                                                  |                                                     |                                                      |          |             |        |           |          |           |      |              |         |             
|OPERATING ACTIVITIES:                                        |                                                                                  |                                                     |                                                      |          |             |        |           |          |           |      |              |         |              |       |   |         |          |   |       |         
|                                                             | Net loss                                                                         |                                                     | $                                                    | (272,113 | )           |        | $         | (197,509 | )         |      | $            | (51,410 | )            |       | $ | 248,919 |          |   | $     | (272,113 | )      
|                                                             | Adjustments to reconcile net
loss to net cash
provided by operating
activities - |                                                     |                                                      |          |             |        |           |          |           |      |              |         |              |       |   |         |          |   |       |          |        
|                                                             |                                                                                  | Cumulative effect of change in
accounting principle |                                                      |          |            |        |           |          | 153,661   |      |              |         | 48,961       |       |   |         |         |   |       |          | 202,622 |       
|                                                             |                                                                                  | Extraordinary loss on early
retirement of debt      |                                                      |          | 13,507      |        |           |          |          |      |              |         |             |       |   |         |         |   |       |          | 13,507  |       
|                                                             |                                                                                  | Restructuring charge                                |                                                      |          |            |        |           |          | 21,308    |      |              |         |             |       |   |         |         |   |       |          | 21,308  |       
|                                                             |                                                                                  | Depreciation and amortization                       |                                                      |          |            |        |           |          | 35,024    |      |              |         | 11,204       |       |   |         |         |   |       |          | 46,228  |       
|                                                             |                                                                                  | Losses of subsidiaries                              |                                                      |          | 248,919     |        |           |          |          |      |              |         |             |       |   |         | (248,919 | ) |       |          |        |       
|                                                             |                                                                                  | Deferred income taxes                               |                                                      |          |            |        |           |          | 37,211    |      |              |         | 836          |       |   |         |         |   |       |          | 38,047  |       
|                                                             |                                                                                  | Changes in other operating
items                    |                                                      |          | (4,548      | )      |           |          | (31,524   | )    |              |         | (899         | )     |   |         |         |   |       |          | (36,971 | )     
|                                                             |                                                                                  |                                                     |                                                      |          |             |        |           |          |           |      |              |         |              |       |   |         |          |   |       |         
|                                                             |                                                                                  | Net cash provided by
operating activities           |                                                      |          | (14,235     | )      |           |          | 18,171    |      |              |         | 8,692        |       |   |         |         |   |       |          | 12,628  |       
|                                                             |                                                                                  |                                                     |                                                      |          |             |        |           |          |           |      |              |         |              |       |   |         |          |   |       |         
|INVESTING ACTIVITIES:                                        |                                                                                  |                                                     |                                                      |          |             |        |           |          |           |      |              |         |              |       |   |         |          |   |       |         
|                                                             | Capital expenditures, net                                                        |                                                     |                                                      |         |             |        |           | (17,804  | )         |      |              | (11,263 | )            |       |   |        |          |   |       | (29,067  | )      
|                                                             |                                                                                  |                                                     |                                                      |          |             |        |           |          |           |      |              |         |              |       |   |         |          |   |       |         
|FINANCING ACTIVITIES:                                        |                                                                                  |                                                     |                                                      |          |             |        |           |          |           |      |              |         |              |       |   |         |          |   |       |         
|                                                             | Borrowings on revolving credit
facilities                                        |                                                     |                                                      | 52,100   |             |        |           |         |           |      |              | 6,113   |              |       |   |        |          |   |       | 58,213   |        
|                                                             | Repayments on revolving
credit facilities                                        |                                                     |                                                      | (41,051  | )           |        |           |         |           |      |              | (17,945 | )            |       |   |        |          |   |       | (58,996  | )      
|                                                             | Long-term borrowings                                                             |                                                     |                                                      | 191,415  |             |        |           |         |           |      |              | 37,951  |              |       |   |        |          |   |       | 229,366  |        
|                                                             | Repayment of long-term
borrowings                                                |                                                     |                                                      | (183,718 | )           |        |           | (225     | )         |      |              | (21,608 | )            |       |   |        |          |   |       | (205,551 | )      
|                                                             | Borrowings under receivables
financing                                           |                                                     |                                                      | 8,287    |             |        |           |         |           |      |              |        |              |       |   |        |          |   |       | 8,287    |        
|                                                             | Repayment of receivables
financing                                               |                                                     |                                                      | (8,287   | )           |        |           |         |           |      |              |        |              |       |   |        |          |   |       | (8,287   | )      
|                                                             | Proceeds from sale of common
stock and warrants                                  |                                                     |                                                      | 1,050    |             |        |           |         |           |      |              |        |              |       |   |        |          |   |       | 1,050    |        
|                                                             | Repurchase of common stock
and subscription receivable
payments                  |                                                     |                                                      | (2,113   | )           |        |           |         |           |      |              |        |              |       |   |        |          |   |       | (2,113   | )      
|                                                             | Debt issue costs                                                                 |                                                     |                                                      | (3,431   | )           |        |           |         |           |      |              |        |              |       |   |        |          |   |       | (3,431   | )      
|                                                             |                                                                                  |                                                     |                                                      |          |             |        |           |          |           |      |              |         |              |       |   |         |          |   |       |         
|                                                             |                                                                                  |                                                     | Net cash provided by
(used for) financing
activities |          |             | 14,252 |           |          |           | (225 | )            |         |              | 4,511 |   |         |          |  |       |          |         | 18,538 | 
|                                                             |                                                                                  |                                                     |                                                      |          |             |        |           |          |           |      |              |         |              |       |   |         |          |   |       |         
|EFFECT OF EXCHANGE
RATE CHANGES ON CASH
AND CASH EQUIVALENTS |                                                                                  |                                                     |                                                     |          |             |        |          |          |           |      | 183          |         |              |       |  |         |          |   | 183   |         
|                                                             |                                                                                  |                                                     |                                                      |          |             |        |           |          |           |      |              |         |              |       |   |         |          |   |       |         
|NET CHANGE IN CASH
AND CASH EQUIVALENTS                      |                                                                                  |                                                     | 17                                                   |          |             |        | 142       |          |           |      | 2,123        |         |              |       |  |         |          |   | 2,282 |         
|CASH AND CASH
EQUIVALENTS:                                   |                                                                                  |                                                     |                                                      |          |             |        |           |          |           |      |              |         |              |       |   |         |          |   |       |         
|                                                             | Beginning of period                                                              |                                                     |                                                      | 8        |             |        |           | 32       |           |      |              | 1,015   |              |       |   |        |          |   |       | 1,055    |        
|                                                             |                                                                                  |                                                     |                                                      |          |             |        |           |          |           |      |              |         |              |       |   |         |          |   |       |         
|                                                             | End of period                                                                    |                                                     | $                                                    | 25       |             |        | $         | 174      |           |      | $            | 3,138   |              |       | $ |        |          |   | $     | 3,337    |        
|                                                             |                                                                                  |                                                     |                                                      |          |             |        |           |          |           |      |              |         |              |       |   |         |          |   |       |         

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14. Consolidating guarantor and non-guarantor financial information
(continued):

J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
Consolidating Balance Sheets as of December 31, 2002
(Amounts in thousands)

|                                    |                                          |                                                    |         |          |        |             |         |           |        |           |         |              |        |              |          |          |   |   |         |          |         |  |  | 
|----------------------------------- | ---------------------------------------- | -------------------------------------------------- | ------- | -------- | ------ | ----------- | ------- | --------- | ------ | --------- | ------- | ------------ | ------ | ------------ | -------- | -------- | - | - | ------- | -------- | ------- |  |  | 
|                                    |                                          |                                                    |         |          |        | J.L. French |         |           |        |           |         |              |        |              |          |          |   |   |         |          |         | 
|                                    |                                          |                                                    |         |          |        | Automotive  |         |           |        |           |         | Non-         |        |              |          |          |   |   |         |         
|                                    |                                          |                                                    |         |          |        | Castings,   |         | Guarantor |        | Guarantor |         |              |        |              |          |          |   |  
|                                    |                                          |                                                    |         |          |        | Inc.        |         | Companies |        | Companies |         | Eliminations |        | Consolidated
|                                    |                                          |                                                    |         |          |        |             |         |           |        |           |         |              |        |             
|Assets                              |                                          |                                                    |         |          |        |             |         |           |        |           |         |              |        |              |          |          |   |   |        
|Current assets:                     |                                          |                                                    |         |          |        |             |         |           |        |           |         |              |        |              |          |          |   |   |         |         
|                                    | Cash and cash equivalents                |                                                    | $       | 25       |        |             | $       | 174       |        |           | $       | 3,138        |        |              | $        |         |   |   | $       | 3,337    |        
|                                    | Accounts receivable, net                 |                                                    |         |         |        |             |         | 25,305    |        |           |         | 24,269       |        |              |          |         |   |   |         | 49,574   |        
|                                    | Inventories                              |                                                    |         |         |        |             |         | 27,417    |        |           |         | 7,940        |        |              |          |         |   |   |         | 35,357   |        
|                                    | Other current assets                     |                                                    |         | 3,119    |        |             |         | 4,635     |        |           |         | 5,683        |        |              |          |         |   |   |         | 13,437   |        
|                                    |                                          |                                                    |         |          |        |             |         |           |        |           |         |              |        |              |          |          |   |   |         |         
|                                    |                                          | Total current assets                               |         |          | 3,144  |             |         |           | 57,531 |           |         |              | 41,030 |              |          |          |  |   |         |          | 101,705 | 
|                                    | Property, plant and equipment,
net       |                                                    |         |         |        |             |         | 140,720   |        |           |         | 110,249      |        |              |          |         |   |   |         | 250,969  |        
|                                    | Investment in subsidiaries               |                                                    |         | 120,540  |        |             |         |          |        |           |         |             |        |              |          | (120,540 | ) |   |         |         |        
|                                    | Goodwill                                 |                                                    |         | 267      |        |             |         | 84,647    |        |           |         | 10,257       |        |              |          |         |   |   |         | 95,171   |        
|                                    | Other intangibles and other assets       |                                                    |         | 16,494   |        |             |         | 232       |        |           |         | 368          |        |              |          |         |   |   |         | 17,094   |        
|                                    |                                          |                                                    |         |          |        |             |         |           |        |           |         |              |        |              |          |          |   |   |         |         
|                                    |                                          | $                                                  | 140,445 |          |        | $           | 283,130 |           |        | $         | 161,904 |              |        | $            | (120,540 | )        |   | $ | 464,939 |         
|                                    |                                          |                                                    |         |          |        |             |         |           |        |           |         |              |        |              |          |          |   |   |         |         
|                                    |                                          | Liabilities and Stockholders
Investment (Deficit) |         |          |        |             |         |           |        |           |         |              |        |              |          |          |   |   |         |          |         | 
|Current liabilities:                |                                          |                                                    |         |          |        |             |         |           |        |           |         |              |        |              |          |          |   |   |         |         
|                                    | Accounts payable                         |                                                    | $       | 8,952    |        |             | $       | 30,548    |        |           | $       | 16,687       |        |              | $        |         |   |   | $       | 56,187   |        
|                                    | Accrued liabilities                      |                                                    |         | 4,108    |        |             |         | 18,884    |        |           |         | 8,115        |        |              |          |         |   |   |         | 31,107   |        
|                                    | Current portion of long-term debt        |                                                    |         |         |        |             |         | 241       |        |           |         | 12,101       |        |              |          |         |   |   |         | 12,342   |        
|                                    |                                          |                                                    |         |          |        |             |         |           |        |           |         |              |        |              |          |          |   |   |         |         
|                                    |                                          | Total current liabilities                          |         |          | 13,060 |             |         |           | 49,673 |           |         |              | 36,903 |              |          |          |  |   |         |          | 99,636  | 
|Long-term debt                      |                                          |                                                    | 447,211 |          |        |             | 41,585  |           |        |           | 84,425  |              |        |              |         |          |   |   | 573,221 |         
|Other non-current liabilities       |                                          |                                                    | 4,674   |          |        |             | 9,032   |           |        |           | 12,887  |              |        |              |         |          |   |   | 26,593  |         
|Intercompany                        |                                          |                                                    | (97,595 | )        |        |             | 64,193  |           |        |           | 33,402  |              |        |              |         |          |   |   |        |         
|                                    |                                          |                                                    |         |          |        |             |         |           |        |           |         |              |        |              |          |          |   |   |         |         
|                                    | Total liabilities                        |                                                    |         | 367,350  |        |             |         | 164,483   |        |           |         | 167,617      |        |              |          |         |   |   |         | 699,450  |        
|Class P common stock                |                                          |                                                    | 60,000  |          |        |             |        |           |        |           |        |              |        |              |         |          |   |   | 60,000  |         
|Stockholders investment
(deficit): |                                          |                                                    |         |          |        |             |         |           |        |           |         |              |        |              |          |          |   |   |         |         
|                                    | Additional paid-in capital               |                                                    |         | 87,538   |        |             |         | 259,808   |        |           |         | 71,449       |        |              |          | (331,257 | ) |   |         | 87,538   |        
|                                    | Retained earnings
(accumulated deficit)  |                                                    |         | (371,333 | )      |             |         | (139,909  | )      |           |         | (70,808      | )      |              |          | 210,717  |   |   |         | (371,333 | )      
|                                    | Accumulated other
comprehensive loss     |                                                    |         | (3,110   | )      |             |         | (1,252    | )      |           |         | (6,354       | )      |              |          |         |   |   |         | (10,716  | )      
|                                    |                                          |                                                    |         |          |        |             |         |           |        |           |         |              |        |              |          |          |   |   |         |         
|                                    | Total stockholders investment
(deficit) |                                                    |         | (286,905 | )      |             |         | 118,647   |        |           |         | (5,713       | )      |              |          | (120,540 | ) |   |         | (294,511 | )      
|                                    |                                          |                                                    |         |          |        |             |         |           |        |           |         |              |        |              |          |          |   |   |         |         
|                                    |                                          | $                                                  | 140,445 |          |        | $           | 283,130 |           |        | $         | 161,904 |              |        | $            | (120,540 | )        |   | $ | 464,939 |         
|                                    |                                          |                                                    |         |          |        |             |         |           |        |           |         |              |        |              |          |          |   |   |         |         

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##### Table of Contents



14. Consolidating guarantor and non-guarantor financial information
(continued):

J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
Consolidating Statements of Operations for the Year Ended December 31, 2001
(Amounts in thousands)

|                                                                       |                         |   |             |        |           |   |           |        |              |   |              |        |   |   |        |   |  |   |         |        | 
|---------------------------------------------------------------------- | ----------------------- | - | ----------- | ------ | --------- | - | --------- | ------ | ------------ | - | ------------ | ------ | - | - | ------ | - |  | - | ------- | ------ | 
|                                                                       |                         |   | J.L. French |        |           |   |           |        |              |   |              |        |   |   |        |   |  |   |        
|                                                                       |                         |   | Automotive  |        |           |   |           |        | Non-         |   |              |        |   |   |        |   | 
|                                                                       |                         |   | Castings,   |        | Guarantor |   | Guarantor |        |              |   |              |        |   |   |       
|                                                                       |                         |   | Inc.        |        | Companies |   | Companies |        | Eliminations |   | Consolidated
|                                                                       |                         |   |             |        |           |   |           |        |              |   |             
|Revenues                                                               |                         | $ |            |        |           | $ | 420,554   |        |              | $ | 85,185       |        |   | $ | (30    | ) |  | $ | 505,709 |       
|Cost of sales                                                          |                         |   |            |        |           |   | 338,832   |        |              |   | 75,508       |        |   |   | (30    | ) |  |   | 414,310 |       
|                                                                       |                         |   |             |        |           |   |           |        |              |   |              |        |   |   |        |   |  |   |         |       
|                                                                       | Gross profit            |   |             |       |           |   |           | 81,722 |              |   |              | 9,677  |   |   |        |  |  |   |         | 91,399 | 
|Selling, general and
administrative expenses                           |                         |   | 1,729       |        |           |   | 15,405    |        |              |   | 10,279       |        |   |   |       |   |  |   | 27,413  |       
|Amortization of intangible
assets                                      |                         |   | 104         |        |           |   | 9,270     |        |              |   | 5,361        |        |   |   |       |   |  |   | 14,735  |       
|                                                                       |                         |   |             |        |           |   |           |        |              |   |              |        |   |   |        |   |  |   |         |       
|                                                                       | Operating income (loss) |   |             | (1,833 | )         |   |           | 57,047 |              |   |              | (5,963 | ) |   |        |  |  |   |         | 49,251 | 
|Interest expense (income)                                              |                         |   | (8,083      | )      |           |   | 56,263    |        |              |   | 5,438        |        |   |   |       |   |  |   | 53,618  |       
|                                                                       |                         |   |             |        |           |   |           |        |              |   |              |        |   |   |        |   |  |   |         |       
|Income (loss) before income
taxes and equity in losses of
subsidiaries |                         |   | 6,250       |        |           |   | 784       |        |              |   | (11,401      | )      |   |   |       |   |  |   | (4,367  | )     
|Provision (benefit) for income
taxes                                   |                         |   | (5,439      | )      |           |   | 7,971     |        |              |   | 23           |        |   |   |       |   |  |   | 2,555   |       
|Equity in losses of subsidiaries                                       |                         |   | (18,611     | )      |           |   |          |        |              |   |             |        |   |   | 18,611 |   |  |   |        |       
|                                                                       |                         |   |             |        |           |   |           |        |              |   |              |        |   |   |        |   |  |   |         |       
|Net loss                                                               |                         | $ | (6,922      | )      |           | $ | (7,187    | )      |              | $ | (11,424      | )      |   | $ | 18,611 |   |  | $ | (6,922  | )     
|                                                                       |                         |   |             |        |           |   |           |        |              |   |              |        |   |   |        |   |  |   |         |       

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14. Consolidating guarantor and non-guarantor financial information
(continued):

J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
Consolidating Statement of Cash Flows for the Year Ended December 31, 2001
(Amounts in thousands)

|                                                                                 |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |              |       |        |   |         |   |         |       |         |        |  
|-------------------------------------------------------------------------------- | ------------------- | ----------------------------------------- | ---------------------------------------------------- | -- | ----------- | ------ | --------- | --- | --------- | ------ | ------------ | ----- | ------------ | ----- | ------ | - | ------- | - | ------- | ----- | ------- | ------ | -
|                                                                                 |                     |                                           |                                                      |    | J.L. French |        |           |     |           |        |              |       |              |       |        |   |         |   |         |       |        
|                                                                                 |                     |                                           |                                                      |    | Automotive  |        |           |     |           |        | Non-         |       |              |       |        |   |         |   |        
|                                                                                 |                     |                                           |                                                      |    | Castings,   |        | Guarantor |     | Guarantor |        |              |       |              |       |        |   |        
|                                                                                 |                     |                                           |                                                      |    | Inc.        |        | Companies |     | Companies |        | Eliminations |       | Consolidated
|                                                                                 |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |             
|OPERATING ACTIVITIES:                                                            |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |              |       |        |   |         |   |         |      
|Net loss                                                                         |                     | $                                         | (6,922                                               | )  |             | $      | (7,187    | )   |           | $      | (11,424      | )     |              | $     | 18,611 |   |         | $ | (6,922  | )    
|Adjustments to reconcile net
loss to net cash
provided by operating
activities - |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |              |       |        |   |         |   |         |      
|                                                                                 |                     | Depreciation and amortization             |                                                      |    | 104         |        |           |     | 42,370    |        |              |       | 14,373       |       |        |   |        |   |         |       | 56,847  |       
|                                                                                 |                     | Losses of subsidiaries                    |                                                      |    | 18,611      |        |           |     |          |        |              |       |             |       |        |   | (18,611 | ) |         |       |        |       
|                                                                                 |                     | Deferred income taxes                     |                                                      |    |            |        |           |     | 5,406     |        |              |       | 565          |       |        |   |        |   |         |       | 5,971   |       
|                                                                                 |                     | Changes in other operating
items          |                                                      |    | (3,930      | )      |           |     | (17,338   | )      |              |       | 2,427        |       |        |   |        |   |         |       | (18,841 | )     
|                                                                                 |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |              |       |        |   |         |   |         |      
|                                                                                 |                     | Net cash provided by
operating activities |                                                      |    | 7,863       |        |           |     | 23,251    |        |              |       | 5,941        |       |        |   |        |   |         |       | 37,055  |       
|                                                                                 |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |              |       |        |   |         |   |         |      
|INVESTING ACTIVITIES:                                                            |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |              |       |        |   |         |   |         |      
|Capital expenditures, net                                                        |                     |                                           |                                                     |    |             |        | (22,964   | )   |           |        | (14,251      | )     |              |       |       |   |         |   | (37,215 | )    
|                                                                                 |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |              |       |        |   |         |   |         |      
|FINANCING ACTIVITIES:                                                            |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |              |       |        |   |         |   |         |      
|Borrowings on revolving credit
facilities                                        |                     |                                           | 24,500                                               |    |             |        |          |     |           |        | 5,716        |       |              |       |       |   |         |   | 30,216  |      
|Repayments on revolving
credit facilities                                        |                     |                                           | (19,600                                              | )  |             |        |          |     |           |        | (2,140       | )     |              |       |       |   |         |   | (21,740 | )    
|Long-term borrowings                                                             |                     |                                           |                                                     |    |             |        | 90        |     |           |        | 8,906        |       |              |       |       |   |         |   | 8,996   |      
|Repayment of long-term
borrowings                                                |                     |                                           | (10,689                                              | )  |             |        | (1,148    | )   |           |        | (7,433       | )     |              |       |       |   |         |   | (19,270 | )    
|Repurchase of common stock
and subscription receivable
payments                  |                     |                                           | (2,088                                               | )  |             |        |          |     |           |        |             |       |              |       |       |   |         |   | (2,088  | )    
|                                                                                 |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |              |       |        |   |         |   |         |      
|                                                                                 |                     |                                           | Net cash provided by
(used for) financing
activities |    |             | (7,877 | )         |     |           | (1,058 | )            |       |              | 5,049 |        |   |         |  |         |       |         | (3,886 | )
|                                                                                 |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |              |       |        |   |         |   |         |      
|EFFECT OF EXCHANGE
RATE CHANGES ON CASH
AND CASH EQUIVALENTS                     |                     |                                           |                                                     |    |             |        |          |     |           |        | (952         | )     |              |       |       |   |         |   | (952    | )    
|                                                                                 |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |              |       |        |   |         |   |         |      
|NET CHANGE IN CASH
AND CASH EQUIVALENTS                                          |                     |                                           | (14                                                  | )  |             |        | (771      | )   |           |        | (4,213       | )     |              |       |       |   |         |   | (4,998  | )    
|CASH AND CASH
EQUIVALENTS:                                                       |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |              |       |        |   |         |   |         |      
|                                                                                 | Beginning of period |                                           |                                                      | 22 |             |        |           | 803 |           |        |              | 5,228 |              |       |        |  |         |   |         | 6,053 |        
|                                                                                 |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |              |       |        |   |         |   |         |      
|                                                                                 | End of period       |                                           | $                                                    | 8  |             |        | $         | 32  |           |        | $            | 1,015 |              |       | $      |  |         |   | $       | 1,055 |        
|                                                                                 |                     |                                           |                                                      |    |             |        |           |     |           |        |              |       |              |       |        |   |         |   |         |      

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##### Table of Contents



14. Condensed consolidating guarantor and non-guarantor financial information
(continued):

J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
Condensed Consolidating Balance Sheet as of December 31, 2001
(Amounts in thousands)

|                                                   |                                          |                           |          |         |             |   |           |         |           |   |              |         |              |   |          |          |   |   |          |         |         |  | 
|-------------------------------------------------- | ---------------------------------------- | ------------------------- | -------- | ------- | ----------- | - | --------- | ------- | --------- | - | ------------ | ------- | ------------ | - | -------- | -------- | - | - | -------- | ------- | ------- |  | 
|                                                   |                                          |                           |          |         | J.L. French |   |           |         |           |   |              |         |              |   |          |          |   |   |          |         |        
|                                                   |                                          |                           |          |         | Automotive  |   |           |         |           |   | Non-         |         |              |   |          |          |   |   |         
|                                                   |                                          |                           |          |         | Castings,   |   | Guarantor |         | Guarantor |   |              |         |              |   |          |          |  
|                                                   |                                          |                           |          |         | Inc.        |   | Companies |         | Companies |   | Eliminations |         | Consolidated
|                                                   |                                          |                           |          |         |             |   |           |         |           |   |              |         |             
|                                                   |                                          |                           | Assets   |         |             |   |           |         |           |   |              |         |              |   |          |          |   |   |          |         |         |  | 
|Current assets:                                    |                                          |                           |          |         |             |   |           |         |           |   |              |         |              |   |          |          |   |   |          |        
|Cash and cash equivalents                          |                                          | $                         | 8        |         |             | $ | 32        |         |           | $ | 1,015        |         |              | $ |         |          |   | $ | 1,055    |        
|Accounts receivable, net                           |                                          |                           |         |         |             |   | 27,571    |         |           |   | 19,460       |         |              |   | (3,318   | )        |   |   | 43,713   |        
|Inventories                                        |                                          |                           |         |         |             |   | 22,747    |         |           |   | 8,350        |         |              |   |         |          |   |   | 31,097   |        
|Other current assets                               |                                          |                           | (2,282   | )       |             |   | 14,081    |         |           |   | 5,680        |         |              |   |         |          |   |   | 17,479   |        
|                                                   |                                          |                           |          |         |             |   |           |         |           |   |              |         |              |   |          |          |   |   |          |        
|                                                   | Total current assets                     |                           |          | (2,274  | )           |   |           | 64,431  |           |   |              | 34,505  |              |   |          | (3,318   | ) |   |          | 93,344  |        
|Property, plant and equipment,
net                 |                                          |                           |         |         |             |   | 175,533   |         |           |   | 99,609       |         |              |   |         |          |   |   | 275,142  |        
|Investment in subsidiaries                         |                                          |                           | 321,264  |         |             |   |          |         |           |   |             |         |              |   | (321,264 | )        |   |   |         |        
|Goodwill                                           |                                          |                           | 4,172    |         |             |   | 234,687   |         |           |   | 53,298       |         |              |   |         |          |   |   | 292,157  |        
|Other intangibles and other
assets, net            |                                          |                           | 47,493   |         |             |   | (3,083    | )       |           |   | (4,144       | )       |              |   |         |          |   |   | 40,266   |        
|                                                   |                                          |                           |          |         |             |   |           |         |           |   |              |         |              |   |          |          |   |   |          |        
|                                                   |                                          | $                         | 370,655  |         |             | $ | 471,568   |         |           | $ | 183,268      |         |              | $ | (324,582 | )        |   | $ | 700,909  |        
|                                                   |                                          |                           |          |         |             |   |           |         |           |   |              |         |              |   |          |          |   |   |          |        
|Liabilities
and Stockholders
Investment (Deficit) |                                          |                           |          |         |             |   |           |         |           |   |              |         |              |   |          |          |   |   |          |        
|Current liabilities:                               |                                          |                           |          |         |             |   |           |         |           |   |              |         |              |   |          |          |   |   |          |        
|                                                   | Accounts payable                         |                           | $        |        |             |   | $         | 46,046  |           |   | $            | 15,632  |              |   | $        |         |   |   | $        | 61,678  |        
|                                                   | Accrued liabilities                      |                           |          | 6,207   |             |   |           | 19,802  |           |   |              | 7,158   |              |   |          |         |   |   |          | 33,167  |        
|                                                   | Current maturities of long-
term debt    |                           |          | 38,987  |             |   |           | 222     |           |   |              | 8,097   |              |   |          |         |   |   |          | 47,306  |        
|                                                   |                                          |                           |          |         |             |   |           |         |           |   |              |         |              |   |          |          |   |   |          |        
|                                                   |                                          | Total current liabilities |          |         | 45,194      |   |           |         | 66,070    |   |              |         | 30,887       |   |          |          |  |   |          |         | 142,151 | 
|Long-term debt                                     |                                          |                           | 388,445  |         |             |   | 41,828    |         |           |   | 73,662       |         |              |   |         |          |   |   | 503,935  |        
|Other noncurrent liabilities                       |                                          |                           | 8,564    |         |             |   | 12,310    |         |           |   | 645          |         |              |   |         |          |   |   | 21,519   |        
|Intercompany                                       |                                          |                           | (109,611 | )       |             |   | 82,919    |         |           |   | 30,010       |         |              |   | (3,318   | )        |   |   |         |        
|                                                   |                                          |                           |          |         |             |   |           |         |           |   |              |         |              |   |          |          |   |   |          |        
|                                                   | Total liabilities                        |                           |          | 332,592 |             |   |           | 203,127 |           |   |              | 135,204 |              |   |          | (3,318   | ) |   |          | 667,605 |        
|Class P common stock                               |                                          |                           | 60,000   |         |             |   |          |         |           |   |             |         |              |   |         |          |   |   | 60,000   |        
|Stockholders investment
(deficit):                |                                          |                           |          |         |             |   |           |         |           |   |              |         |              |   |          |          |   |   |          |        
|Additional paid-in capital                         |                                          |                           | 90,476   |         |             |   | 259,808   |         |           |   | 71,446       |         |              |   | (331,254 | )        |   |   | 90,476   |        
|Retained earnings (deficit)                        |                                          |                           | (106,295 | )       |             |   | 9,408     |         |           |   | (19,398      | )       |              |   | 9,990    |          |   |   | (106,295 | )      
|Accumulated other
comprehensive loss               |                                          |                           | (6,118   | )       |             |   | (775      | )       |           |   | (3,984       | )       |              |   |         |          |   |   | (10,877  | )      
|                                                   |                                          |                           |          |         |             |   |           |         |           |   |              |         |              |   |          |          |   |   |          |        
|                                                   | Total stockholders
investment
(deficit) |                           |          | (21,937 | )           |   |           | 268,441 |           |   |              | 48,064  |              |   |          | (321,264 | ) |   |          | (26,696 | )      
|                                                   |                                          |                           |          |         |             |   |           |         |           |   |              |         |              |   |          |          |   |   |          |        
|                                                   |                                          | $                         | 370,655  |         |             | $ | 471,568   |         |           | $ | 183,268      |         |              | $ | (324,582 | )        |   | $ | 700,909  |        
|                                                   |                                          |                           |          |         |             |   |           |         |           |   |              |         |              |   |          |          |   |   |          |        

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##### Table of Contents



14. Consolidating guarantor and non-guarantor financial information
(continued):

J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
Consolidating Statements of Operations for the Year Ended December 31, 2000
(Amounts in thousands)

|                                             |                                                                          |   |             |         |           |   |           |        |              |   |              |        |   |   |         |         |   |   |         |         |  
|-------------------------------------------- | ------------------------------------------------------------------------ | - | ----------- | ------- | --------- | - | --------- | ------ | ------------ | - | ------------ | ------ | - | - | ------- | ------- | - | - | ------- | ------- | -
|                                             |                                                                          |   | J.L. French |         |           |   |           |        |              |   |              |        |   |   |         |         |   |   |        
|                                             |                                                                          |   | Automotive  |         |           |   |           |        | Non-         |   |              |        |   |   |         |         |  
|                                             |                                                                          |   | Castings,   |         | Guarantor |   | Guarantor |        |              |   |              |        |   |   |        
|                                             |                                                                          |   | Inc.        |         | Companies |   | Companies |        | Eliminations |   | Consolidated
|                                             |                                                                          |   |             |         |           |   |           |        |              |   |             
|Revenues                                     |                                                                          | $ |            |         |           | $ | 467,851   |        |              | $ | 89,151       |        |   | $ |        |         |   | $ | 557,002 |        
|Cost of sales                                |                                                                          |   |            |         |           |   | 396,271   |        |              |   | 74,376       |        |   |   |        |         |   |   | 470,647 |        
|                                             |                                                                          |   |             |         |           |   |           |        |              |   |              |        |   |   |         |         |   |   |         |        
|                                             | Gross profit                                                             |   |             |        |           |   |           | 71,580 |              |   |              | 14,775 |   |   |         |        |   |   |         | 86,355  |  
|Selling, general and
administrative expenses |                                                                          |   | 1,088       |         |           |   | 12,884    |        |              |   | 11,572       |        |   |   |        |         |   |   | 25,544  |        
|Amortization of intangible
assets            |                                                                          |   | 389         |         |           |   | 8,965     |        |              |   | 1,935        |        |   |   |        |         |   |   | 11,289  |        
|                                             |                                                                          |   |             |         |           |   |           |        |              |   |              |        |   |   |         |         |   |   |         |        
|                                             | Operating income (loss)                                                  |   |             | (1,477  | )         |   |           | 49,731 |              |   |              | 1,268  |   |   |         |        |   |   |         | 49,522  |  
|Interest expense                             |                                                                          |   | 30,818      |         |           |   | 25,421    |        |              |   | 6,299        |        |   |   |        |         |   |   | 62,538  |        
|                                             |                                                                          |   |             |         |           |   |           |        |              |   |              |        |   |   |         |         |   |   |         |        
|                                             | Income (loss) before income
taxes and equity in earnings
of subsidiaries |   |             | (32,295 | )         |   |           | 24,310 |              |   |              | (5,031 | ) |   |         |        |   |   |         | (13,016 | )
|Provision (benefit) for income
taxes         |                                                                          |   | (12,689     | )       |           |   | 9,486     |        |              |   | (339         | )      |   |   |        |         |   |   | (3,542  | )      
|Equity in earnings of
subsidiaries           |                                                                          |   | 10,132      |         |           |   |          |        |              |   |             |        |   |   | (10,132 | )       |   |   |        |        
|                                             |                                                                          |   |             |         |           |   |           |        |              |   |              |        |   |   |         |         |   |   |         |        
|                                             | Net income (loss)                                                        |   | $           | (9,474  | )         |   | $         | 14,824 |              |   | $            | (4,692 | ) |   | $       | (10,132 | ) |   | $       | (9,474  | )
|                                             |                                                                          |   |             |         |           |   |           |        |              |   |              |        |   |   |         |         |   |   |         |        

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##### Table of Contents



14. Consolidating guarantor and non-guarantor financial information
(continued):

J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
Consolidating Statement of Cash Flows for the Year Ended December 31, 2000
(Amounts in thousands)

|                                                                                                    |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |       |        |          |  
|--------------------------------------------------------------------------------------------------- | ------------------- | --------------------------------------------------- | ----------------------------------------- | --- | ----------- | ------ | --------- | --- | --------- | ------- | ------------ | ----- | ------------ | ------- | ------- | - | ------ | ------ | -------- | ----- | ------ | -------- | -
|                                                                                                    |                     |                                                     |                                           |     | J.L. French |        |           |     |           |         |              |       |              |         |         |   |        |        |          |       |       
|                                                                                                    |                     |                                                     |                                           |     | Automotive  |        |           |     |           |         | Non-         |       |              |         |         |   |        |        |         
|                                                                                                    |                     |                                                     |                                           |     | Castings,   |        | Guarantor |     | Guarantor |         |              |       |              |         |         |   |       
|                                                                                                    |                     |                                                     |                                           |     | Inc.        |        | Companies |     | Companies |         | Eliminations |       | Consolidated
|                                                                                                    |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |             
|OPERATING ACTIVITIES:                                                                               |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |      
|Net income (loss)                                                                                   |                     | $                                                   | (9,474                                    | )   |             | $      | 14,824    |     |           | $       | (4,692       | )     |              | $       | (10,132 | ) |        | $      | (9,474   | )    
|Adjustments to reconcile net
income (loss) to net cash
provided by (used in)
operating activities - |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |      
|                                                                                                    |                     | Depreciation and amortization                       |                                           |     | 120         |        |           |     | 37,446    |         |              |       | 10,873       |         |         |   |       |        |          |       | 48,439 |         
|                                                                                                    |                     | Deferred income taxes                               |                                           |     | (727        | )      |           |     |          |         |              |       | 372          |         |         |   |       |        |          |       | (355   | )       
|                                                                                                    |                     | Earnings of subsidiaries                            |                                           |     | (10,132     | )      |           |     |          |         |              |       |             |         |         |   | 10,132 |        |          |       |       |         
|                                                                                                    |                     | Changes in other operating
items                    |                                           |     | (14,317     | )      |           |     | 13,020    |         |              |       | 12,237       |         |         |   |       |        |          |       | 10,940 |         
|                                                                                                    |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |      
|                                                                                                    |                     | Net cash provided by (used
in) operating activities |                                           |     | (34,530     | )      |           |     | 65,290    |         |              |       | 18,790       |         |         |   |       |        |          |       | 49,550 |         
|                                                                                                    |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |      
|INVESTING ACTIVITIES:                                                                               |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |      
|Acquisitions, net                                                                                   |                     |                                                     | (5,623                                    | )   |             |        | (5,614    | )   |           |         |             |       |              |         | 5,623   |   |        |        | (5,614   | )    
|Capital expenditures, net                                                                           |                     |                                                     |                                          |     |             |        | (66,023   | )   |           |         | (36,925      | )     |              |         |        |   |        |        | (102,948 | )    
|                                                                                                    |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |      
|                                                                                                    |                     |                                                     | Net cash used for investing
activities    |     |             | (5,623 | )         |     |           | (71,637 | )            |       |              | (36,925 | )       |   |        | 5,623  |          |       |        | (108,562 | )
|                                                                                                    |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |      
|FINANCING ACTIVITIES:                                                                               |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |      
|Borrowings on revolving credit
facilities                                                           |                     |                                                     | 475,300                                   |     |             |        |          |     |           |         | 84,512       |       |              |         |        |   |        |        | 559,812  |      
|Repayments on revolving
credit facilities                                                           |                     |                                                     | (490,400                                  | )   |             |        |          |     |           |         | (74,120      | )     |              |         |        |   |        |        | (564,520 | )    
|Long-term borrowings                                                                                |                     |                                                     |                                          |     |             |        | 1,403     |     |           |         | 18,564       |       |              |         |        |   |        |        | 19,967   |      
|Repayment of long-term
borrowings                                                                   |                     |                                                     | (21,570                                   | )   |             |        | (541      | )   |           |         | (7,105       | )     |              |         |        |   |        |        | (29,216  | )    
|Other financing activities                                                                          |                     |                                                     | (1,287                                    | )   |             |        |          |     |           |         |             |       |              |         |        |   |        |        | (1,287   | )    
|Capital investment                                                                                  |                     |                                                     | 77,740                                    |     |             |        | 5,623     |     |           |         |             |       |              |         | (5,623  | ) |        |        | 77,740   |      
|                                                                                                    |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |      
|                                                                                                    |                     |                                                     | Net cash provided by
financing activities |     |             | 39,783 |           |     |           | 6,485   |              |       |              | 21,851  |         |   |        | (5,623 | )        |       |        | 62,496   |  
|                                                                                                    |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |      
|EFFECT OF EXCHANGE
RATE CHANGES ON CASH
AND CASH EQUIVALENTS                                        |                     |                                                     |                                          |     |             |        |          |     |           |         | (2,331       | )     |              |         |        |   |        |        | (2,331   | )    
|                                                                                                    |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |      
|NET CHANGE IN CASH
AND CASH EQUIVALENTS                                                             |                     |                                                     | (370                                      | )   |             |        | 138       |     |           |         | 1,385        |       |              |         |        |   |        |        | 1,153    |      
|CASH AND CASH
EQUIVALENTS:                                                                          |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |      
|                                                                                                    | Beginning of period |                                                     |                                           | 392 |             |        |           | 665 |           |         |              | 3,843 |              |         |         |  |        |        |          | 4,900 |       
|                                                                                                    |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |      
|                                                                                                    | End of period       |                                                     | $                                         | 22  |             |        | $         | 803 |           |         | $            | 5,228 |              |         | $       |  |        |        | $        | 6,053 |       
|                                                                                                    |                     |                                                     |                                           |     |             |        |           |     |           |         |              |       |              |         |         |   |        |        |          |      

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##### Table of Contents



J.L. French Automotive Castings,
Inc. and Subsidiaries
Schedule II: Valuation and Qualifying Accounts
(In Thousands)

|                                 |                               |   |                                  |        |      |   |        |         |   |   |        |         |  
|-------------------------------- | ----------------------------- | - | -------------------------------- | ------ | ---- | - | ------ | ------- | - | - | ------ | ------- | -
|                                 |                               |   | For the Years Ended December 31,
|                                 |                               |   |                                 
|                                 |                               |   | 2002                             |        | 2001 |   | 2000  
|                                 |                               |   |                                  |        |      |   |       
|ALLOWANCE FOR DOUBTFUL ACCOUNTS: |                               |   |                                  |        |      |   |        |         |   |   |        |        
|Balance, at beginning of year    |                               | $ | 2,081                            |        |      | $ | 2,502  |         |   | $ | 2,624  |        
|                                 | Additions charged to income   |   |                                  |       |      |   |        |        |   |   |        | 556     |  
|                                 | Other additions               |   |                                  |       |      |   |        |        |   |   |        |        |  
|                                 | Write-offs, net of recoveries |   |                                  | (304   | )    |   |        | (421    | ) |   |        | (678    | )
|                                 |                               |   |                                  |        |      |   |        |         |   |   |        |        
|Balance, at end of year          |                               | $ | 1,777                            |        |      | $ | 2,081  |         |   | $ | 2,502  |        
|                                 |                               |   |                                  |        |      |   |        |         |   |   |        |        
|RESERVE FOR LOSS CONTRACTS(1):   |                               |   |                                  |        |      |   |        |         |   |   |        |        
|Balance, at beginning of year    |                               | $ | 8,870                            |        |      | $ | 36,490 |         |   | $ | 24,632 |        
|                                 | Additions, charged to income  |   |                                  | 175    |      |   |        | 1,825   |   |   |        | 2,872   |  
|                                 | Other additions/(reductions)  |   |                                  | (1,132 | )    |   |        | (8,306  | ) |   |        | 32,744  |  
|                                 | Utilizations                  |   |                                  | (5,116 | )    |   |        | (21,139 | ) |   |        | (23,758 | )
|                                 |                               |   |                                  |        |      |   |        |         |   |   |        |        
|Balance, at end of year          |                               | $ | 2,797                            |        |      | $ | 8,870  |         |   | $ | 36,490 |        
|                                 |                               |   |                                  |        |      |   |        |         |   |   |        |        
|RESTRUCTURING RESERVE:           |                               |   |                                  |        |      |   |        |         |   |   |        |        
|Balance, at beginning of year    |                               | $ |                                 |        |      | $ |       |         |   | $ |       |        
|Additions, charged to income     |                               |   | 3,355                            |        |      |   |       |         |   |   |       |        
|Other additions                  |                               |   |                                 |        |      |   |       |         |   |   |       |        
|Utilizations                     |                               |   |                                 |        |      |   |       |         |   |   |       |        
|                                 |                               |   |                                  |        |      |   |        |         |   |   |        |        
|Balance, at end of year          |                               | $ | 3,355                            |        |      | $ |       |         |   | $ |       |        
|                                 |                               |   |                                  |        |      |   |        |         |   |   |        |        



|(1) |  | In certain instances, the Company is committed under existing agreements
to supply products to its customers at selling prices which are not
sufficient to cover the costs to produce such product. In such
situations, the Company records a liability for the estimated future
amount of losses. Such losses are recognized at the time that the loss is
probable and reasonably estimatable and are recorded at the minimum amount
necessary to fulfill the Companys obligation to the customer. Losses are
estimated based upon information available at the time of the estimate,
including future production volume estimates, length of the program and
selling price and product information, and adjusted as new facts are
determined. The remaining liability was approximately $2.8 million as of
December 31, 2002 and $8.9 million as of December 31, 2001. Of these
amounts, $1.2 million and $3.8 million are included in other noncurrent
liabilities in the accompanying consolidated balance sheets as of December
31, 2002 and 2001, respectively.
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