<PAGE>   1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form 10-K

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

                  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, 2000                          333-84903

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

                      J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
             -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                DELAWARE                          13-3983670
        ------------------------      ------------------------------------
        (State of Incorporation)      (I.R.S. Employer Identification No.)

             4508 IDS CENTER
         MINNEAPOLIS, MINNESOTA                          55402
         ----------------------                       ----------
          (Address of Principal                       (Zip Code)
           Executive Offices)

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

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

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

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

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

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

        The number of shares outstanding of the Registrant's common stock at
February 28, 2001 was 13,276 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
D-2 common stock, 3,592 shares of Class E common stock and 14,248 shares of
Class P common stock.


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<PAGE>   2


                      J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
                           ANNUAL REPORT ON FORM 10-K

                                TABLE OF CONTENTS

<TABLE>
<S>     <C>      <C>
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 Disclosure 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
        Item 13. Certain Relationships and Related Transactions

PART IV

        Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
</TABLE>


                                      -2-

<PAGE>   3


                                     PART I

ITEM 1. BUSINESS

(A)     GENERAL DEVELOPMENT OF BUSINESS

Background of Company

        J.L. French Automotive Castings, Inc. and subsidiaries (collectively
referred to as "French" or the "Company") is one of the world's largest
independent designers and manufacturers of aluminum die cast components and
assemblies for automotive original equipment manufacturers ("OEMs"). French's
principal products are highly-engineered, value-added assemblies, consisting of
machined aluminum die cast components and various fastened parts. French's
primary product offerings include engine and drivetrain components and
assemblies such as:

o  oil pans                           o  ladderframes
o  engine front covers                o  timing chain housings
o  transmission cases                 o  water pump housings
o  cam covers                         o  front end accessory drive brackets

        French's world-class design and manufacturing operations in the United
States, the United Kingdom ("U.K."), Spain and Mexico and French's sales and
service offices throughout the world position it as a premier full-service
global supplier.

        French primarily sells to OEMs with Ford and GM accounting for
approximately 52% and 36% of 2000 sales, respectively. French is a supplier on
more than 20 Ford models, including many of its highest volume vehicles, such as
the F-Series and Ranger trucks, Explorer and Taurus/Sable, its top four selling
vehicles, and the Expedition, Windstar and Contour/Mystique. French is also a
supplier on many of GM's highest volume vehicles, such as the Silverado and S-10
trucks, Blazer, Cavalier/Sunfire and Malibu/Intrigue. In addition, French sells
to Tier 1 automotive suppliers such as Robert Bosch, Delphi Automotive Systems,
American Axle and LucasVarity. French supplies substantially all of the products
it sells to its automotive customers on a sole-source basis.

        French believes that it is among the lowest cost, most efficient
producers of automotive aluminum die cast components and assemblies in the
world. French's low cost structure and high level of efficiency is driven by its
investment in highly customized equipment, its continuous focus on process
improvements and its vertically-integrated manufacturing operations. The
majority of the products French manufactures require annual volumes in excess of
100,000 units over production lives as long as seven years. As a result, French
is able to continuously modify its equipment and production processes in order
to increase efficiency, while maintaining high quality standards. French
believes that its productivity levels for high volume castings are among the
highest in its industry. In addition, French is vertically-integrated,
possessing the only captive aluminum smelting capabilities among independent
aluminum die casters in North America, which reduces its material costs,
increases its supply base and provides French greater control over quality.
French also possesses a broad range of capabilities that include design and
engineering, tool and die making, precision machining, engineered assembly and
testing operations. French believes that it has the most extensive machining
capabilities among independent automotive aluminum die casters allowing it to
supply highly-engineered, value-added assemblies.

        The Company's revenues have grown from approximately $113 million for
the year ended December 31, 1995 to $557 million for the year ended December 31,
2000. The increase in revenues is the combination of internal growth and
strategic acquisitions. In January 1998, the Company acquired Morris Ashby Ltd.
("JLF UK") which has operations in the U.K. In April 1998, French acquired
Fundiciones Viuda de Ansola, S.A. ("Ansola"), a supplier of die cast automotive
aluminum components in Spain. In August 1999, the Company acquired Inyecta Alum,
S.A. de C.V. ("JLF Mexico"), a Mexican supplier of aluminum die castings. In
October 1999, French acquired Nelson Metal Products Corporation ("Nelson") which
produces aluminum die cast automotive components in two manufacturing facilities
in the United States. In March 2000, the Company formed JLF Benton Harbor to
acquire all of the outstanding common



                                      -3-


<PAGE>   4

stock of Shoreline Industries, Inc. and its affiliate Generation Machine, a
Michigan based manufacturer of aluminum die cast components.

INDUSTRY TRENDS

        French's performance and growth is directly related to certain trends
within the automotive market, including increases in aluminum content per
vehicle, the growth of outsourcing, consolidation of the component supply
industry and increases in global sourcing.

        Increasing Aluminum Content per Vehicle. Since 1990, the average
aluminum content per vehicle in North America has increased an average of 15%
annually. This increase has created significant opportunities for the automotive
aluminum die casting industry. The factors driving the growth in demand for cast
aluminum parts in the automotive sector include: (1) the light weight of
aluminum; (2) favorable strength-to-weight ratio of an aluminum cast versus
ferrous cast or stamped metal parts; and (3) aluminum's styling characteristics
versus other materials, as seen in products such as the aluminum wheels
introduced over the last several years. However, the primary driving force
behind the growth in aluminum applications in the automotive sector is vehicle
weight reduction. OEMs are replacing ferrous metals, such as iron and steel,
with aluminum as a means of reducing vehicle weight and increasing fuel
efficiency in order to satisfy government mandated fuel economy standards.

        Outsourcing. In order to improve the efficiency of their core operations
of vehicle assembly, marketing and distribution, OEMs are increasing the
percentage of outsourced components in their manufacturing processes. This
outsourcing trend is evident in the die casting area where the in-house die
casting operations of the OEMs are often inefficient and utilize outdated
technology. OEMs increasingly look to their suppliers to assume the production
of parts that were previously manufactured internally and to perform the
additional machining and assembly functions necessary to make these parts
production-line-ready.

        Full Service Suppliers. During the 1990s, OEMs have continued to reduce
their supplier base in certain product segments, awarding sole-source contracts
to full-service suppliers. As a result, OEMs currently work with a smaller
number of full-service suppliers each of which supplies a greater proportion of
the total vehicle. Suppliers with sufficient size, geographic scope and
financial resources are best positioned to be these full service suppliers. For
full-service suppliers such as French, this environment provides an opportunity
to grow by obtaining business previously provided by non full-service suppliers
and by acquiring suppliers that further enhance product, manufacturing and
service capabilities. OEMs rigorously evaluate suppliers on the basis of product
quality, cost control, reliability of delivery, product design capability,
financial strength, new technology implementation, quality and condition of
facilities and overall management. Suppliers that obtain superior ratings are
considered for sourcing new business; while those that do not generally continue
their existing contracts, but normally do not receive additional business.
Although these factors have already resulted in consolidation of component
suppliers in certain segments, French believes that the aluminum die casting
industry is in the early stages of consolidation, providing opportunities for
further consolidation. This is particularly true of the aluminum die casting
industry in Europe, where there are many suppliers in this segment with
relatively small market shares.

        Global Sourcing. Regions such as Asia, Latin America and Eastern Europe
are expected to experience significant growth in vehicle demand over the next
ten years. OEMs are positioning themselves to reach these emerging markets in a
cost-effective manner by seeking to design and produce "world cars" which can be
designed in one vehicle center but produced and sold in many different
geographic markets, thereby allowing OEMs to reduce design costs and take full
advantage of low-cost manufacturing locations. OEMs increasingly are requiring
their suppliers to have the capability to design and manufacture their products
in multiple geographic markets.

LARGE ALUMINUM CASTING CAPABILITY

        In response to customer demand, French has expanded its capabilities to
include the production of large die cast components. In December 1996, French
was awarded a contract from Ford to manufacture transmission cases for its
F-Series trucks, the highest volume vehicle sold in North America. The


                                      -4-


<PAGE>   5



transmission cases weigh over 45 pounds and are the largest components French
manufactures. In order to produce these large castings, French invested
approximately $40 million to expand its Gateway facility in Sheboygan, Wisconsin
by adding 120,000 square feet of production space and purchasing six new 3,500
ton die casting machines.

        French produced its first transmission case for the F-Series truck in
November 1997 and reached full production for this component in the second half
of 1998, meeting an accelerated launch schedule established by Ford. In 1998,
French produced approximately 308,000 transmission cases and in 2000 French
produced over 500,000 units. As a result of French's success with the F-Series
truck transmission case and available capacity at its Gateway facility, Ford
awarded French a contract to supply a portion of the transmission cases for the
Ford Ranger truck and Explorer. French produced 500,000 of these transmission
cases in 2000.

        French's demonstrated ability to manufacture large castings solidified
its position as a key supplier to Ford and positioned French for significant new
business with Ford and other OEMs in transmission cases and other large castings
such as engine blocks. French believes only three other independent
manufacturers have the capability to produce these large castings. To
accommodate the production of the Ford Ranger and Explorer transmission cases
and other anticipated new business from Ford and GM, French acquired three
additional 3,500 ton die casting machines in early 1999.

COMPETITIVE STRENGTHS

French possesses a number of competitive strengths that have enabled it to meet
the demands of OEMs for fewer, global suppliers and to benefit from aluminum's
continued replacement of other metals in vehicles.

o       Low Cost, Vertically-Integrated Manufacturer: French believes that its
        vertically-integrated operations and highly efficient manufacturing
        processes make it the lowest cost manufacturer of high volume automotive
        aluminum die cast components and assemblies in North America. The
        Company has captive aluminum smelting capabilities at its plants in
        Sheboygan, WI and Mexico and has installed smelting operations at its
        plant in Glasgow, KY. The smelting capabilities reduce overall material
        costs. In addition, French has in-house tool and die making capabilities
        which support its manufacturing operations. French works closely with
        its equipment vendors to design robust, highly customized equipment,
        which is specifically adapted to French's manufacturing processes. Given
        French's focus on high volume, long production run products, French is
        able to continuously enhance the efficiency of its equipment and improve
        its manufacturing processes, which has resulted in industry leading
        productivity, as measured by factors such as faster cycle times and
        reduced scrap rates and equipment down time.

o       Value-Added Manufacturing Services: French believes that it has the most
        extensive machining and assembly capabilities among independent
        automotive aluminum die casters. These services increase the value-added
        content of its products and allows French to deliver
        production-line-ready components and assemblies, which are increasingly
        required by OEMs. Since many of French's competitors have limited
        machining and assembly capabilities, its capabilities provide French
        with a competitive advantage with respect to service and quality and
        enhance its profitability.

o       Broad Range of Global Manufacturing Capabilities: The breadth of
        French's global manufacturing capabilities enables it to compete for
        virtually any automotive aluminum die casting business in the world.
        French produces components and assemblies ranging in weight from 0.5 to
        nearly 50 pounds with aluminum die casting machines that range in size,
        as measured in lock-up force, from 120 to 3,500 tons. With the
        acquisitions of JLF UK and Ansola, French now has the capability to
        design, engineer and manufacture in Europe as well as North America.
        French's global manufacturing capabilities represent a competitive
        advantage, as only a few suppliers can meet the full aluminum die
        casting requirements of OEMs and only one other independent supplier can
        meet these requirements globally.

o       Advanced Product Design and Engineering Capabilities: French's extensive
        design and engineering capabilities have resulted in strong,
        collaborative customer relationships that typically



                                      -5-



<PAGE>   6

        begin when French provides input on the engineering of new or redesigned
        products. In 1997, Ford awarded French its Full-Service Supplier Status,
        which acknowledged French's contribution to Ford's design and
        engineering process and solidified French's continued involvement in
        design-stage engineering projects. French's Full-Service Supplier Status
        contributed to its selection by Ford to participate in the design
        process for the new I4/I5 world engine platform for Ford and Mazda. Over
        the last five years, French has not lost a production order relating to
        any product for which it was the design source.

o       Well Positioned on High Volume Product Platforms: French is a supplier
        on many of the highest volume product platforms, including the top two
        and 12 of the top 20 selling vehicles in the U.S. in 2000. In addition,
        approximately half of French's 2000 North American sales were derived
        from products manufactured for light vehicles. In recent years, light
        vehicles have experienced greater sales growth than passenger cars. High
        volume light vehicle platforms and models on which French has content
        include the Ford F-Series and Ranger trucks, Explorer, Expedition and
        Windstar and the GM Silverado and S-10 trucks and Blazer. French also
        supplies products for high volume passenger cars including Ford's
        Taurus/Sable and Escort and GM's Cavalier/Sunfire and Malibu/Intrigue.

o       Industry Leading Product Quality: French's customers recognize its high
        product quality and low levels of defective parts. Quality control
        begins during the smelting process with metallurgic analysis and
        continues through the manufacturing, machining and assembly processes
        through visual and automated quality inspections. All of French's
        facilities worldwide are ISO 9000 and QS-9000 certified. French is a
        Ford Q1 supplier.

BUSINESS STRATEGY

        French's strategic objective is to become the leading global supplier of
aluminum die castings to OEMs. With the acquisitions of JLF UK, Ansola and JLF
Mexico, French has the capability to globally manufacture a complete range of
automotive aluminum die cast engine and drivetrain components and assemblies.
Key elements of French's strategy include the following:

o       Continue to Increase Large Aluminum Casting Business: French invested
        approximately $40 million in its Gateway facility over the past two
        years in order to meet Ford's need for a high quality, reliable supplier
        of transmission cases for its F-Series trucks. As a result of French's
        success in meeting Ford's accelerated launch schedule for these
        transmission cases, French was awarded transmission case business for
        the Ford Ranger and Explorer. French believes that it is well positioned
        to meet the demands of Ford, GM and other OEMs for larger aluminum
        castings, including additional transmission cases and engine blocks.

o       Maximize Profitability of Acquired Operations: French believes that
        significant operating improvements remain to be realized at JLF UK,
        Ansola and Nelson and it has implemented several initiatives to maximize
        the profitability of these operations. Other major initiatives currently
        underway at JLF UK, Ansola and Nelson include:

o          Improving cycle times to levels currently experienced at French,
           which will represent a substantial improvement from current levels;

o          Increasing machining and assembly operations to levels currently
           performed at French, which will increase the value-added content of
           products;

o          Manufacturing products for new European business which historically
           would have been produced in North America, at JLF UK and Ansola,
           which is expected to increase capacity utilization at these
           operations.

o       Pursue Continuous Operating Improvements: French continuously seeks to
        enhance its manufacturing equipment and processes to maximize
        throughput, product quality and timeliness of delivery and to minimize
        scrap and equipment down time. Utilizing the expertise of French's
        manufacturing and engineering personnel, French regularly upgrades its
        production equipment and processes through substantial investments in
        both new equipment and modifications of existing



                                      -6-

<PAGE>   7



        equipment. The machinery used throughout French's manufacturing
        processes is robust and highly customized and, in conjunction with its
        maintenance program, allows French to operate with faster cycle times
        and to reduce scrap rates and equipment down time. This operating
        philosophy has allowed French to achieve productivity levels across all
        product lines that it believes are significantly higher than those of
        its competitors.

o       Establish Relationships with New Customers: French seeks to diversify
        its customer base and increase volume by selectively pursuing
        relationships with new customers. Historically, French has focused on
        strengthening its relationships with Ford and GM. As French continues to
        expand globally and increase the range of castings it produces, French
        actively pursues relationships with other global OEMs. For example, in
        1999 French obtained its first firm order from Audi and was awarded
        significant new programs for Opel which begin production in 2001.

o       Design and Engineer High Value-Added Assemblies: French's technical
        design and engineering capabilities and its efficient manufacturing
        operations enable French to secure sole-source relationships for large,
        highly-engineered products, primarily assemblies that require machining
        and attachment of various parts. These products typically represent
        higher dollar content per vehicle and generate higher margins than
        non-machined or assembled components.

o       Continue to Develop Global Supply Capabilities: To meet OEMs' increasing
        preference for full-service suppliers with global capabilities, French
        expanded its manufacturing operations into new geographic markets
        through its strategic acquisitions of JLF UK, Ansola and JLF Mexico.
        Continued global expansion is fundamental to French's strategy of
        becoming the leading supplier of aluminum die cast assemblies for OEMs
        world-wide. French anticipates that its future international expansion
        will occur in Latin America, the Asia-Pacific region and Europe.

PRODUCTS

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

                     PERCENTAGE OF SALES BY PRODUCT CATEGORY

<TABLE>
<CAPTION>
        Product Category                                                        2000        1999
        -----------------                                                       ----       ----
        <S>                                                                     <C>        <C>
        Medium to Large Automotive Aluminum Die Castings
          Oil Pans............................................................   30%        32%
          Engine Front Covers.................................................    9%        18%
          Transmission Cases..................................................   14%        14%
          Other Medium to Large Aluminum Die Castings.........................   31%        10%
        Small Automotive Aluminum Die Castings................................   13%        21%
        Other Products........................................................    3%         5%
                                                                                ----       ----
            Total.............................................................  100%       100%
                                                                                ====       ====
</TABLE>


        Set forth below is a brief description of French's 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.
Aluminum oil pans offer several significant benefits 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; and (4) better heat dissipation characteristics. Oil pans range in
weight from five to 12 pounds.


                                      -7-


<PAGE>   8


        Engine Front Covers. The engine front cover bolts over the crankshaft
snout, holding the oil seal at the front of the crankshaft in place. A timing
chain housing is similar to an engine front cover, except that it is used in
engines that have a gear or chain type crankshaft drive. Engine front covers and
timing chain housings range in weight from four to eight pounds.

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

        Other Medium to Large Automotive Aluminum Die Castings. The following
are examples of high pressure aluminum die cast products: (1) 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. Its design incorporates a windage baffle
which protects the lubrication of the crankshaft, replacing a stamped steel
component. French began production of ladderframes in 1998. Ladderframes weigh
approximately 11 pounds. (2) Cam Covers. The cam cover is the overhead housing
for the camshaft. Cam covers range in weight from seven to eight pounds. (3)
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. Water pump housings weigh approximately
three pounds. (4) FEAD Brackets. Front end accessory drive brackets which
connect power steering, air conditioning and alternator assemblies to the engine
block.

        Small Automotive Aluminum Die Castings. As a result of the acquisitions
of JLF UK, Ansola and JLF Mexico, French generated approximately 13% of its 2000
sales from production of over 150 small automotive aluminum die cast components
(generally weighing less than three pounds).

        Other Products. Also as a result of the acquisitions of JLF UK, Ansola
and JLF Mexico, French generated approximately 3% of its 2000 sales from
non-automotive aluminum die cast components, primarily small home appliances and
white goods parts. French intends to phase-out all non-automotive product
offerings over the next two to three years.



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<PAGE>   9


CUSTOMERS AND MARKETING

        The North American automotive market is dominated by GM, Ford and
DaimlerChrysler, with Japanese and other foreign manufacturers accounting for
approximately 20% of the market. French's principal customers include OEMs, Tier
1 automotive suppliers and, to a lesser extent, European white good
manufacturers. Approximately 88% of French's 2000 sales were derived from OEMs,
largely Ford and GM, which French supplies on a global basis. French's second
largest category of customers is Tier 1 automotive suppliers, such as ACD
Trident, Boge, Robert Bosch, Breed Technologies, Continental, Delphi Automotive
Systems, American Axle, Happich, Lucas Varity, Knorr Brense, Nastech and
Phoenix. Sales to these customers are made principally through French's European
operations and represented approximately 9% of 2000 sales.

        The following is a summary of French's significant customers for each of
the last three years:

<TABLE>
<CAPTION>
                Customer                                2000         1999        1998
                --------                                ----         ----        ----
                <S>                                     <C>          <C>         <C>
                Ford.................................    52%          54%         58%
                GM...................................    36%          28%         20%
                Tier 1 Suppliers.....................     9%          12%         16%
                Other................................     3%           6%          6%
                                                        ----         ----        ----
                  Total..............................   100%         100%        100%
                                                        ====         ====        ====
</TABLE>


        Largely as a result of the acquisitions of JLF UK and Ansola, French
derives a significant amount of its 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:

<TABLE>
<CAPTION>
             Region                                     2000        1999
             ------                                     ----        ----
             <S>                                        <C>         <C>
             North America...........................    81%         70%
             Europe..................................    18%         30%
             Other...................................     1%         --
                                                        ----        ----
               Total.................................   100%        100%
                                                        ====        ====
</TABLE>

        French's 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.


                                      -9-

<PAGE>   10

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

<TABLE>
<CAPTION>
Customer                     Component or Assembly                  Vehicle
--------                     ---------------------                  -------
<S>                      <C>                            <C>
OEMS:

  Ford                    Oil Pan, FEAD Bracket         Focus

                          2.5L Modular Oil Pan, FEAD    Contour/Mystique, Ranger, Mazda
                            Bracket, Bedplate

                          3.8/4.2L Oil Pan, Front       Mustang, F-Series, Windstar
                            Cover, Water Pump Housing,
                            FEAD Bracket

                          4.6L 4V Cam Cover             Mustang, Continental

                          3.0L Front Cover              Taurus/Sable, Ranger

                          3.0L Oil Pan, FEAD Bracket,   Taurus/Sable
                            Bedplate

                          4.6/5.4/6.8L Front Cover      Mustang, Town Car, Grand
                                                        Marquis/ Crown Victoria,
                                                        F-Series

                          2.0L Zetec FEAD Bracket       Focus, Contour, Mystique

                          4.0L FEAD Bracket             Explorer, Mountaineer

                          Transmission Case 4R100       F-Series

                          Transmission Case 4R70W       Ranger/Explorer, Mustang,
                                                        Crown Victoria/Grand Marquis,
                                                        Mark VIII, Town Car

                          Zetec Oil Pan                 Mondeo, Contour/Mystique,
                                                        Fiesta/Ka

                          Sigma Oil Pan                 Fiesta/Ka

                          1.3L HCS Oil Pan              Escort, Fiesta/Ka

                          Zetec Ladderframe             Mondeo, Contour/Mystique,
                                                        Fiesta/Ka

                          2.0/2.4/3.0L Cam Carrier      Light truck diesel engine

                          Brackets                      Various

                          Bearing Caps                  Various

Ford (Hungary, Brazil)    Housing for 1.1-2.9 KW        Various
                            starter motors

  Ford (Portugal)         Housing for airbag            Various
                            electronic control units

  Ford (Spain)            Bottom covers and heatsinks   Various
                            for electronic systems

  Ford (Jaguar)           Cam covers                    Various
                            Fascia panels (ashtrays)    Various

  GM                      3.1L Oil Pan                  Century, Regal, Skylark,
                                                        Lumina, Cutlass, Achieva,
                                                        Grand Prix, Grand Am, Malibu,
                                                        Monte Carlo, Intrigue

                          2.4L Timing Chain Housing     Cavalier, Achieva, Skylark,
                                                        Grand Am, Sunfire

                          4.3L Oil Pan                  Van, Sports Van, Blazer,
                                                        Astro, GMT800, S-10, GMC
                                                        Jimmy, Vandura, Safari, Bravada

                          3.8L Oil Pan                  Camaro, Firebird, Riviera,
                                                        Park Avenue, Century, Regal

                          5.3L Oil Pan, FEAD Bracket,   GMT 800, Yukon, Silverado,
                            Axle Tube                   Sierra, Suburban, Tahoe, Denali

TIER 1 SUPPLIERS:

  ACD Trident             Motor subassembly components  Various

  Boge                    Vibration control cast        Various
                            mounts for engines

  Breed Technologies      Self-return safety belt       Various
                            spoolers

  Delphi Automotive       Steering system housings      Various GM
    Systems               and engine covers

  Happich                 Roof rack center brackets     Various Opel and Mercedes

  Knorr Brense            Braking systems               Various heavy trucks

  LucasVarity             Housings                      Various

  Nastech                 Steering column components    Various Volkswagen

  Phoenix                 Drive-shaft control mounts    Various

  Phoenix, Continental    Vibration-control cast        Opel Astra
                            mounts for engines and
                            gear boxes

  Robert Bosch            Electronic circuit housings   Various
                            (ABS, Airbag, etc.)
</TABLE>


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<PAGE>   11

        French typically pursues new business opportunities that have the three
key characteristics summarized below:

o       High Volume Production, Long Production Runs. Production runs for
        French's targeted parts typically last seven years with desired
        production ranging from 16 to 24 hours a day, five to six days a week.

o       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 French's machining and
        assembly operations. French's ability to deliver production-line-ready
        components enhances its role in the production process while increasing
        French's importance to OEMs.

o       Sole Source Supply Relationships. French typically does not pursue
        contracts which involve more than one supplier or internal OEM
        competition.

DESIGN AND ENGINEERING SUPPORT

        French works with its 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, French's involvement enhances its
position for bidding on such business.

        Consistent with French's value-added engineering focus, French has
developed strong relationships with the engineering departments of its
customers. These relationships not only help identify new business
opportunities, but also enable French to compete based on the quality of its
products and services, rather than exclusively on price. French is currently
involved in the design stage of several products for its customers and will
begin production of these products in the years 2001 to 2003.

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 French's production facilities currently utilize
slightly different processes, French is establishing uniform processes to
elevate the efficiency of JLF UK, Ansola, JLF Mexico and Nelson to that of J.L.
French.

        Operations Management. French is in the process of implementing
operations management systems at JLF UK and Ansola which will closely resemble
the systems utilized by French's North American operations. French uses a system
which enables management to track its production and costs every two hours.
Inefficiencies in production are detected and remedied quickly. Similarly,
factory workers are highly incentivized to operate efficiently. Workers are
evaluated based on their production rate for completed salable components and
are monitored for inefficient production or the production of defective
components.

        JLF UK and Ansola use cellular manufacturing techniques. This
product-specific method enables the operator to obtain timely information about
components being produced in the machine cell, leading to rapid responses to
problems. Production at JLF UK is controlled through the use of proprietary
software programs, which monitor each production operation. 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.


                                      -11-


<PAGE>   12



        Aluminum Smelting. French's 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, French is able to purchase lower grade, less expensive, scrap aluminum
and refine it to a level suitable for high quality aluminum die castings. The
Company has aluminum smelting capabilities at its plants in Sheboygan, WI,
Glasgow, KY and Mexico, and is in the process of installing smelting operations
in Spain and the UK. The potential financial benefit of adding secondary
smelting capabilities at other plants is currently being reviewed. These
operations currently melt purchased 380 grade aluminum for use in manufacturing.

        Casting Process. Once the aluminum has been melted and properly
formulated, 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. The casting is then removed from
the die and the process is repeated. This process from molten aluminum to
solidified casting represents one cycle.

        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. French
sells some cast and trimmed components, but generally seeks to perform
additional machining and assembly to yield a higher profit margin.

        The large casting operations at French and a significant portion of the
operations at JLF UK and Ansola use robotics. The benefits of robotics include:
(1) the ability to operate in a high temperature or otherwise inclement
environment; (2) the ability to handle larger castings without fatigue; (3)
consistency of performance; and (4) labor savings. Management selectively
determines which operations should incorporate robotics based on a cost-benefit
analysis.

        Machining. French utilizes a mix of specially designed dedicated
machining centers and computer numerically controlled ("CNC") machines in its
machining operations. Because of its concentration on high volume programs,
French uses mostly 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 are being installed in Mexico. Machining capabilities
differ by facility, but generally French's 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 French's machined parts are subjected to a pressurized
leak test and measured on a virtual condition gauge to determine functionality
on key features. On a sample basis, some parts undergo destructive testing to
determine mechanical strength at critical points.

        Assembly. During the assembly process, purchased parts such as drain
plugs, screws, helicoils 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 French's extensive and efficient machining and assembly capabilities are a
core competency which provides French with an advantage over its competitors,
many of which do not offer machining and assembly services. French's European
operations are increasingly performing assembly operations on manufactured
components.

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


                                      -12-



<PAGE>   13



        Quality. French believes that it is one of the highest quality
manufacturers in the automotive aluminum die casting industry and that the
number of defective parts per million pieces shipped to French's customers is
among the lowest in the industry. The strength of French's overall design,
production and delivery capabilities is reflected in the supplier quality
ratings received from its major customers. French holds Ford's Q1 award and GM's
S.P.E.A.R. 1. Since receiving these initial awards, French successfully
maintained its quality ratings, which are subject to annual review, by meeting
its customers' specific standards and performance parameters, including maximum
allowable defective parts per million. Retention of Q1 and S.P.E.A.R. 1 status
is instrumental in obtaining new business and maintaining existing programs with
French's customers. In addition to customer quality recognition, each of
French's operations are ISO and QS certified, which is required to be a Tier 1
supplier.

COMPETITION

        The aluminum die casting industry is highly competitive and fragmented.
French principally competes 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
French's products include product quality and reliability, cost, timely
delivery, technical expertise and development capability, new product innovation
and customer service. French's major competitors are Ryobi Die Casting (USA),
Inc., Global Metal Technologies, Inc., Amcan, Toralcast, Bocar/Auma and Intermet
Corporation, as well as the internal aluminum casting operations of GM and
DaimlerChrysler.

RAW MATERIALS AND SUPPLIERS

        French's principal raw material is aluminum. French deals with a number
of aluminum suppliers and brokers and limits its 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 of a
number of sources with relatively small differences in price between suppliers.

        Due to its large production volume, French has the necessary scale to
economically operate a captive secondary aluminum processing operation at each
of its two Wisconsin plants. French purchases less costly scrap aluminum and
off-grade aluminum ingot and refines the metal to the required specifications.
Unlike French's competitors who lack the ability to upgrade aluminum alloy,
French's secondary aluminum smelting capability enables it to lower raw material
costs and to control the quality of its processed aluminum. French has the
capacity to process and upgrade up to 150 million pounds of aluminum per year,
which currently exceeds its production requirements.

        French's contracts with customers typically provide for price
adjustments related to changes in the cost of aluminum alloy, as quoted on the
London Metals Exchange. As a result, French has limited exposure to aluminum
market price fluctuations.

        In the process of manufacturing production-line-ready parts, French must
purchase certain sub-components from manufacturers specified by its OEM
customers, including helicoils, drain plugs and gaskets. French seeks
competitive bids on the parts it purchases if two potential Tier 2 manufacturers
of the part are each approved as a supplier to the OEM.

        French employs just-in-time manufacturing and sourcing systems to meet
customer requirements for faster deliveries and to minimize its need to carry
significant inventory levels. French has not experienced any significant
shortages of raw materials and normally does 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, 2000, the Company had approximately 4,100 employees.
Overall, approximately 10% of French's employees are salaried and the balance
are hourly. The Company's


                                      -13-



<PAGE>   14

Grandville, Michigan facility is party to a collective bargaining agreement with
the International Union, United Automobile, Aerospace and Agricultural Workers
of America, UAW and its local #19, which expires in August 2001. In addition,
several of the Company's European operations either recognize a union or have
employees that are members of unions as individuals.

(B)     DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

        All statements, other than statements of historical fact, included in
this Form 10-K or incorporated by reference herein, including without limitation
the statements under "Business" are, or may be deemed to be, forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
When used in this Form 10-K, the words "anticipate," "believe," "estimate,"
"expect," "intends" and similar expressions, as they relate to the Company, are
intended to identify forward-looking statements. Such forward-looking statements
are based on the beliefs of the Company's management as well as on assumptions
made by and information currently available to the Company at the time such
statements were made. Various economic and competitive factors could cause
actual results to differ materially from those discussed in such forward-looking
statements, including factors which are outside the control of the Company, such
as risks relating to: (i) the degree to which the Company is leveraged; (ii) the
Company's reliance on major customers and selected models; (iii) the cyclicality
and seasonality of the automotive market; (iv) the failure to realize the
benefits of recent acquisitions; (v) obtaining new business on new and
redesigned models; (vi) the Company's ability to continue to implement its
acquisition strategy; (vii) the highly competitive nature of the automotive
supply industry; and (viii) such other factors noted in this Form 10-K with
respect to the Company's business. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on
behalf of the Company are expressly qualified in their entirety by such
cautionary statements.

ITEM 2. PROPERTIES

FACILITIES

        The Company's corporate office is located in Minneapolis, Minnesota and
its operating headquarters is located at the Taylor Drive facility in Sheboygan,
Wisconsin.

        The following table provides information regarding French's principal
facilities:

<TABLE>
<CAPTION>
                                                                       Approximate
                                                                     Square Footage
         Location                            Type                      Or Acreage           Interest
         --------                            ----                    --------------         --------
<S>                            <C>                                   <C>                    <C>
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

Grandville, Michigan.....      Die Casting and Machining Plant.....   217,000 sq. ft.       Owned
                               Warehouse...........................    59,000 sq. ft.       Leased

Glasgow, Kentucky........      Die Casting Plant...................   175,000 sq. ft.       Owned
                               Machining Plant.....................   172,000 sq. ft.       Leased
                               Warehouse...........................    10,000 sq. ft.       Leased
                               Warehouse...........................    20,000 sq. ft.       Leased

Benton Harbor, Michigan..      Die Casting, machining and
                                 warehouse.........................    67,000 sq. ft.       Leased

Witham, England..........      Administrative/Die Casting and
                                 Machining Plant...................   326,000 sq. ft.       Owned

Presteigne, Wales........      Die Casting Plant...................   145,000 sq. ft.       Owned

Cheshunt, England........      Die Casting Plant...................    45,000 sq. ft.       Leased

Birmingham, England......      Toolmaking Plant....................     8,000 sq. ft.       Owned

Brighouse, England.......      Toolmaking Plant....................     4,000 sq. ft.       Owned

San Andres de Echevarria,
  Spain..................      Administrative/Die Casting and
                                 Machining Plant and warehouse.....    68,000 sq. ft.       Owned

Saltillo, Mexico.........      Die Casting and Machining Plant.....    45,000 sq. ft.       Owned
</TABLE>


                                      -14-


<PAGE>   15


        The Company also has sales and service offices located in Ashland, Ohio;
Dearborn, Michigan; Chihuahua and Ramos Arizpe, Mexico; Sao Paulo, Brazil;
Bridgend, England; Valencia, Spain; Cologne, Dusseldorf and Ingolstadt, Germany.

        Utilization of French's 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 U.K. are pledged as collateral to secure the repayment
of French's senior credit facility.

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

ITEM 3. LEGAL PROCEEDINGS

        From time to time, French is 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 the Company. French
believes, however, that the ultimate resolution of any pending litigation,
individually or in the aggregate, will not have a material adverse effect on the
Company.

ENVIRONMENTAL MATTERS

        The Company is subject to the requirements of federal, state, local and
foreign environmental and occupational health and safety laws and regulations.
French cannot assure you that it is at all times in complete compliance with all
such requirements. Although the Company has made and will continue to make
capital and other expenditures to comply with environmental requirements, it
does not expect to incur material capital expenditures for environmental
controls in 2000. Certain of French's operations generate hazardous substances
and wastes. If a release of hazardous substances occurs on or from French's
properties or any associated offsite disposal location, or if contamination is
discovered at any of the Company's current or former properties, French may be
held liable, and the amount of such liability could be material.

        French is studying how to upgrade the drainage systems at its Cheshunt,
U.K. 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 the Company's environmental consultants.

        As part of French's acquisition of Ansola, the sellers of Ansola agreed
to indemnify the Company, 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 French's due diligence. At
the time French acquired Ansola, it 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
French's 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. Ansola received ISO 14001 certification in March 2001.

        In connection with French's acquisition of Nelson, the Company is
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 ("MDEQ"). MDEQ may require additional
investigation and


                                      -15-


<PAGE>   16


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,
French has 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. The former
stockholders of Nelson agreed to indemnify the Company for losses arising out of
this matter, to the extent such losses exceed $400,000. In particular, the
stockholders are obligated to indemnify French 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 French has 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
the Company calls upon them to do so.

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

        There were no matters submitted to a vote of Stockholders during the
fourth quarter of 2000.

                                     PART II

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

        None.

ITEM 6. SELECTED FINANCIAL DATA

        The selected financial data for French presented below for, and as of
the end of the nine months ended December 31, 1996 and for each of the years in
the four-year period ended December 31, 2000, is derived from J.L. French
Automotive Castings, Inc.'s Financial Statements which have been audited by
Arthur Andersen LLP, independent public accountants. The financial statements at
December 31, 1999 and 2000 and for each of the three years in the period ended
December 31, 2000 and the auditor's report thereon are included elsewhere in
this report. The selected financial data for French's predecessor for the three
months ended March 31, 1996 have been derived from its unaudited combined
financial statements. This selected financial data should be read in conjunction
with "Management's Discussion and Analysis of Results of Operations and
Financial Condition" and French's Financial Statements and Notes to Financial
Statements, included elsewhere in this report.


                                      -16-

<PAGE>   17


<TABLE>
<CAPTION>
                       Predecessor (1)                   Company
                       ---------------  ---------------------------------------------
                              Three       Nine
                             Months      Months             Years Ended
                              Ended       Ended             December 31,
                            March 31,   Dec. 31,   ----------------------------------
                              1996        1996      1997   1998(2)  1999(3)   2000(4)
                           ----------   --------    ----   -------  -------   -------
                                            (Dollars in thousands)
<S>                        <C>          <C>       <C>      <C>      <C>       <C>
Statement of Operations
Data:

  Sales                     $34,517     $103,354  $161,755 $254,343 $351,829  $557,002
  Cost of sales              25,769       72,110   108,767  179,693  267,514   470,647
                            -------     --------   ------- -------- --------  --------
    Gross profit              8,748       31,244    52,988   74,650   84,315    86,355
  Selling, general and
    administrative expenses   2,610        3,359     5,649   16,802   19,577    25,544
  Recapitalization expenses      --           --        --       --   22,425        --

  Amortization of
     intangibles                 --       18,692    20,680   16,861   11,167    11,289
                            -------     --------   ------- -------- --------  --------
    Operating income          6,138        9,193    26,659   40,987   31,146    49,522
  Interest expense              350       11,973    13,981   20,533   37,326    62,538
                            -------     --------   ------- -------- --------  --------
    Income (loss) before
      income taxes and
      extraordinary item      5,788       (2,780)   12,678   20,454   (6,180)  (13,016)
  Provision (benefit)
      for income taxes           27       (1,126)    4,954    8,299     (595)   (3,542)
                            -------     --------   ------- -------- --------  --------
    Income (loss) before
      extraordinary item      5,761       (1,654)    7,724   12,155   (5,585)   (9,474)
  Extraordinary item             --           --        --      805    8,112        --
                            -------     --------   -------  ------- --------   -------
  Net income (loss)          $5,761     $(1,654)   $ 7,724  $11,350 $(13,697)  $(9,474)
                            =======     ========   =======  ======= ========   =======
</TABLE>


<TABLE>
<CAPTION>
                                                                 Company
                                          ------------------------------------------------------
                        Predecessor(1)                         December 31,
                          March 31,       ------------------------------------------------------
                             1996         1996         1997        1998         1999        2000
                         -----------      ----         ----        ----         ----        ----
                                          (Dollars in thousands)
<S>                      <C>           <C>          <C>         <C>          <C>          <C>
Balance Sheet Data
  (at end of period):
    Working capital
      (deficit)           $ 20,162     $  23,698    $  23,894   $  22,233    $  15,366    $(16,723)
    Total assets            74,041       240,872      235,202     404,793      695,234     776,544
    Total debt              25,602       144,669      134,391     211,580      606,444     555,891
    Total stockholders'
      investment
      (deficit)             37,755        72,640       76,807     124,688      (41,593)     (7,669)
</TABLE>


---------------------------------
(1) In April 1996, French was initially capitalized (prior thereto, the
    "Predecessor") in a transaction by an investor group led by Windward Capital
    Partners, L.P. Accordingly, the information provided for the three-month
    period ended March 31, 1996 is not comparable.

(2) Includes the results of operations of (i) JLF UK from January 12, 1998 and
    (ii) Ansola from April 30, 1998.

(3) Includes the results of operations of (i) JLF Mexico from August 17,1999 and
    (ii) Nelson from October 15, 1999.

(4) Includes the results of operations of JLF Benton Harbor from March 17, 2000.



<PAGE>   18


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

        This discussion should be read in conjunction with French's Financial
Statements and the Notes to Financial Statements included elsewhere in this
report.

GENERAL

        French ordinarily begins working on products awarded for new or
redesigned platforms two to five years prior to initial vehicle production.
During such period, French incurs (1) costs related to the design and
engineering of such products, (2) costs related to production of the tools and
dies used to manufacture the products and (3) start-up costs associated with the
initial production of such product. In general, design and engineering costs are
expensed in the period in which they are incurred. Costs incurred in the
production of the tools and dies are generally capitalized and reimbursed by the
customer prior to production. Start-up costs, which are generally incurred 30 to
60 days immediately prior to and immediately after production, are expensed as
incurred.

        The contracts the Company enters into typically: (1) range from one year
to the life of the platform, (2) are on a sole-source basis, (3) do not require
the purchase by the customer of any minimum number of units, (4) are at fixed
prices subject to annual price reductions or renegotiations and (5) provide for
price adjustments related to changes in the cost of aluminum. The Company's
sales are dependent on its customers' production schedules which, in turn, are
dependent on retail sales of new automobiles and light trucks.

COMPARISON OF YEAR ENDED DECEMBER 31, 2000 TO YEAR ENDED DECEMBER 31, 1999

        Sales. Sales increased to $557.0 million for the year ended December 31,
2000 from $351.8 million in 1999. Approximately $194 million of the increase
resulted from the acquisitions of Nelson on October 1999. Foreign currency
changes had the effect of reducing revenues by approximately $7 million for
2000. The remaining increase is the result of incremental new business, and the
impact of increases in production by the Company's customers.

        Cost of Sales. Cost of sales increased by $203.1 million to $470.6
million in 2000 compared to $267.5 million in 1999. As a percentage of sales,
cost of sales was 84.5% in 2000 compared to 76.0% in 1999. The decrease in gross
margins was the result of lower margins from the acquired operations,
principally Nelson Metals. The facilities acquired from Nelson Metals
experienced excess labor, scrap and freight costs, particularly in the third and
fourth quarters.

        Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from $19.6 million in 1999 to $25.5 million in
2000. The increase is due principally to incremental expenses related to the
acquisitions. As a percent of sales, selling, general and administrative
expenses decreased to 4.6% as compared to 5.6% in 1999.

        Amortization of Intangible Assets. Amortization expense increased from
$11.2 million in 1999 to $11.3 million in 2000. Increased amortization from the
acquisitions of Nelson and Shoreline were offset by reduced amortization of
customer relationships. Goodwill is being amortized on a straight-line basis
over 40 years.

        Interest Expense. Interest expense increased from $37.3 million in 1999
to $62.5 million in 2000. The increase is the result of higher interest rates
and increased average amounts outstanding as a result of the Recapitalization
and the acquisitions of Nelson.

        Provision (Benefit) for Income Taxes. The benefit for income taxes was
at an effective rate of 27.2% in 2000 compared to 9.6% in 1999. The effective
rates vary from the federal statutory rate principally as a result of state
income taxes and non-deductible goodwill amortization.



                                      -18-

<PAGE>   19


COMPARISON OF YEAR ENDED DECEMBER 31, 1999 TO YEAR ENDED DECEMBER 31, 1998

        Sales. Sales for 1999 increased by $97.5 million, or 38.3%, to $351.8
million from $254.3 million for 1998. Approximately $56.3 million of the
increase was the result of the acquisitions of Ansola in April 1998, JLF Mexico
in August 1999 and Nelson in October 1999. The remaining increase was due to the
ramp up of production volumes on business that was launched during 1998,
principally transmission cases for Ford.

        Cost of Sales. Cost of sales for 1999 increased by $87.8 million, or
48.9% , to $267.5 million from $179.7 million for 1998. Cost of sales as a
percentage of sales was 76.0% for 1999 compared to 70.7% for 1998. While gross
margins for 1999 were positively affected by (1) manufacturing process
improvements, including increased productivity levels and reduced scrap rates,
and (2) lower launch costs in 1999 due to the timing of the introduction of new
products, these improvements were offset by (1) a decline in the European
economy and related automotive production, (2) historically lower margins at
Ansola, Inyecta Alum and Nelson, and (3) a change in product mix to produce more
parts with slightly lower margins.

        Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $2.8 million to $19.6 million for 1999 from
$16.8 million for 1998. The increase was due primarily to selling, general and
administrative expenses associated with the expanded scope of operations,
including expenses related to the acquisitions of Ansola, JLF Mexico and Nelson.
As a percentage of sales, selling, general and administrative expenses were 5.6%
for 1999 compared to 6.6% for 1998.

        Recapitalization Expenses. Recapitalization expenses of $22.4 million
recorded during 1999 represent payments made to option holders. The options were
redeemed in connection with the Recapitalization.

        Amortization of Intangible Assets. Amortization expense decreased from
$16.9 million for 1998 to $11.2 million for 1999, as a result of reduced
amortization of capitalized customer relationships, partially offset by an
increase in goodwill amortization from the acquisitions of Ansola, JLF Mexico
and Nelson and increased amortization of deferred debt costs related to
borrowings under the senior credit facility and the outstanding notes. Goodwill
is being amortized on a straight-line basis over 40 years.

        Interest Expense. Interest expense for 1999 was $37.3 million compared
to $20.5 million for 1998. The increase was due principally to borrowings
incurred in connection with the Recapitalization and the acquisition of Nelson.

        Provision (Benefit) for Income Taxes. The effective income tax rate was
9.6% for the tax benefit arising in 1999 compared to 40.6% for 1998. The change
in the effective income tax rate related primarily to higher state income taxes
and the effect of non deductible goodwill amortization.

        Extraordinary Loss. The Company recorded an extraordinary loss of $8.1
million and $0.8 million for 1999 and 1998, respectively. These losses were the
result of the write-off of deferred financing fees associated with certain
credit facilities that were repaid during such periods.



                                      -19-
<PAGE>   20


COMPARISON OF YEAR ENDED DECEMBER 31, 1998 TO YEAR ENDED DECEMBER 31, 1997

        Sales. Sales for 1998 increased by $92.5 million, or 57.2%, to $254.3
million from $161.8 million for 1997. Approximately $87.7 million of the
increase in sales related to the acquisitions of JLF UK and Ansola.
Approximately $43.1 million of the increase was the result of new business,
principally transmission cases for Ford. These increases were partially offset
by the effects of the strike at GM in June and July 1998 which decreased sales
by approximately $4.6 million for 1998.

        Cost of Sales. Cost of sales for 1998 increased by $70.9 million, or
65.2%, to $179.7 million from $108.8 million for 1997. Cost of sales as a
percentage of sales for 1998 was 70.7% compared to 67.2% for 1997. The decline
in gross margin was the result of non-recurring costs of approximately $7.1
million associated with the launch of the Ford transmission cases during 1998,
approximately $1.4 million related to the effects of the GM strike in June and
July 1998 and the lower gross margins at JLF UK and Ansola.

        Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $11.2 million to $16.8 million for 1998
from $5.6 million for 1997. As a percentage of sales, selling, general and
administrative expenses were 6.6% for 1998 compared to 3.5% for 1997. The
increase in selling, general and administrative expenses is due primarily to
costs related to developing global engineering and design capabilities, such as
increased personnel and travel expenses, and non-capitalizable professional fees
related to the acquisitions of JLF UK and Ansola. In addition, JLF UK's selling,
general and administrative expenses as a percentage of sales have historically
been higher than J.L. French's because JLF UK supports five independent
manufacturing facilities and a larger number of customers and operates in a
higher cost environment.

        Amortization of Intangible Assets. Amortization expense decreased from
$20.7 million for 1997 to $16.9 million for 1998, as a result of reduced
amortization on capitalized customer relationships, partially offset by
increases in goodwill amortization from the acquisitions of JLF UK and Ansola.

        Interest Expense. Interest expense for 1998 was $20.5 million compared
to $14.0 million for 1997. The increase was due principally to borrowings
incurred related to the acquisitions of JLF UK and Ansola.

        Provision for Income Taxes. The effective income tax rate was 40.6% for
1998 compared to 39.1% for 1997. The effective rates differed from the statutory
rates primarily as a result of higher foreign tax rates, state taxes and
non-deductible goodwill amortization associated with the JLF UK acquisition.

LIQUIDITY AND CAPITAL RESOURCES

During 2000, the Company provided cash from operations of $49.6 million,
compared to $19.5 million for 1999. Cash generated from operations before
changes in working capital items was $38.6 million for 2000 compared to $32.3
million in 1999. Changes in working capital increased cash by $9.6 million
during 2000 compared to a use of cash of $12.8 million in 1999. The increases in
working capital are primarily the result of timing of cash receipts and cash
payments.

Net cash used in investing activities was $108.6 million during 2000 compared to
$222.8 million in 1999. Acquisitions totaled $5.6 million during 2000 as
compared to $189.8 million for 1999. Capital expenditures totaled $102.9 million
in 2000 and $33.0 million in 1999 and were primarily for equipment purchases
related to new or replacement programs. Net cash provided by financing
activities totaled $62.4 million for 2000 compared with $204.6 million in 1999.

On April 21, 1999, the Company completed a recapitalization in which a group of
equity investors, including affiliates of Onex and J2R Corporation, acquired
approximately 87% of the Company's common stock for $156.0 million in cash.
Stockholders prior to the recapitalization retained approximately 13% of the
Company's common stock and, together with holders of outstanding options,
received an aggregate of $370.3 million in cash in connection with the
redemption of the Company's other equity interest, plus an additional $5.0
million based upon a post-closing determination of the total working capital as
of the closing date of the recapitalization.



                                      -20-

<PAGE>   21


In connection with the recapitalization, French and certain of its direct and
indirect subsidiaries entered into the senior credit facility. On October 15,
1999, the Company amended and restated its senior credit facility in connection
with its acquisition of Nelson to provide for an additional $100.0 million of
available borrowings. Following the repayment of a portion of the indebtedness
under the senior credit facility with the proceeds of the offering of the
subordinated notes discussed below and following its amendment, the senior
credit facility now consists of (a) approximately $187.5 million of term loans,
consisting of (1) a $155.0 million U.S. dollar-denominated term loan to French,
(2) a pound sterling-denominated term loan to French in an amount equal to the
pound sterling equivalent, determined as of the date such loan was made, of U.S.
$17.5 million and (3) a pound sterling-denominated term loan to JLF UK in an
amount equal to the pound sterling equivalent, determined as of the date such
loan was made, of U.S. $17.5 million (collectively, the "tranche A term loan");
(b) a $190.0 million tranche B term loan; and (c) a $90.0 million revolving
credit facility. The amendment increased the dollar-denominated portion of the
tranche A term loan from $70.0 million to $155.0 million and increased the
revolving credit facility from $75.0 million to $90.0 million. In connection
with the recapitalization, the Company borrowed $295.0 million under the senior
credit facility. In connection with the acquisition of Nelson, the Company
borrowed $100.0 million under the senior credit facility. As of December 31,
2000, the Company had available borrowings under the senior credit facility of
approximately $47.3 million.

On November 30, 2000, the Company and its lenders amended the senior credit
facility. The amendment adjusted certain restrictive covenants and the
amortization schedule for the tranche A term loan.

As of December 31, 2000, rates on borrowings under the senior credit facility
varied from 9.11% to 9.79%. Borrowings under the tranche A term loan are due and
payable April 21, 2005 and borrowings under the tranche B term loan are due and
payable on October 21, 2006. The revolving credit facility is available until
April 21, 2005. The senior credit facility is secured by all of the assets of
and guaranteed by all of our material present and future subsidiaries, in each
case with exceptions for certain foreign subsidiaries and to the extent
permitted by applicable law.

In connection with the recapitalization, the Company also entered into a
subordinated financing facility providing for borrowings of $130.0 million,
which was fully drawn in connection with the recapitalization. The subordinated
financing facility had a final maturity of October 21, 2008.

In May 1999, the Company completed an offering of $175.0 million of 11 1/2%
Senior Subordinated Notes due 2009. Net proceeds of the offering, approximately
$169.6 million, combined with $0.4 million of cash were used to retire all of
the borrowings under the subordinated 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. The subordinated notes contain certain restrictive
covenants, and the Company was in compliance with all such covenants at December
31, 1999.

In addition, in connection with the acquisition of Nelson, the Company borrowed
$30.0 million from Tower Automotive, Inc. in exchange for issuance of a 7.5%
convertible subordinated promissory note due October 14, 2009. As discussed
below this convertible note was converted into Class A-1 common stock.

On May 24, 2000, certain stockholders acquired 3,077 shares of Class A common
stock, 463 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. The
Class P common stock accrues 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. The
Class P common stock is mandatorily redeemable at the time of a sale of the
Company, as defined. In addition, the holders of the Class P common stock may
require the Company to redeem such shares at any time after December 15, 2009.

Concurrent with the transaction described above, Tower Automotive exchanged the
Company's 7.5% convertible subordinated promissory note into 7,124 shares of
Class A-1 common stock. The Class A-1



                                      -21-

<PAGE>   22


common stock accrues dividends at an annual rate of 7 1/2%. The dividends are
convertible into shares of Class A common stock at a rate of $5,800 per share.

The Company's ability to service its indebtedness will depend on its future
performance, which will be affected by prevailing economic conditions and
financial, business, regulatory and other factors. Some of these factors are
beyond the Company's control. The Company believes that, based upon current
levels of operations, it will be able to meet its debt service obligations when
due. However, because it is difficult to predict the Company's liquidity and
capital requirements in the future, it is not possible to predict whether it
will be able to meet its debt service obligations in the long term, i.e. beyond
the next twelve months. Even with respect to the short term, significant
assumptions underlie the Company's belief that it will be able to meet its debt
service obligations when due, including, among other things, that it will
continue to be successful in implementing its business strategy and that there
will be no material adverse developments in its business, liquidity or capital
requirements. If the Company were to continue to generate insufficient cash flow
from operations to service its indebtedness and to meet its other obligations
and commitments, the Company might be required to refinance its debt or to
dispose of assets to obtain funds for such purpose. There is no assurance that
refinancings or asset dispositions could be effected on a timely basis or on
satisfactory terms, if at all, or would be permitted by the terms of the
indenture or the senior credit facility. In the event that the Company is unable
to refinance the senior credit facility or raise funds through asset sales,
sales of equity or otherwise, its ability to pay principal of, and interest on,
the notes would be impaired.

SEASONALITY

French typically experiences 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 potentially affects the Company in two principal ways. First, a
portion of the Company's 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 the Company's customers allow it to
pass through increases in the price of aluminum, the Company does 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 been a significant
factor.

MARKET RISK

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

The Company manages its interest rate risk by balancing the amount of its 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, 2000, all of the
Company's debt other than the outstanding notes was 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
$5.5 million.

The Company has 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 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 7.1%. The interest rate swap agreement
matures December 31, 2001. The



                                      -22-


<PAGE>   23

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, 2000 was a liability of $2.0 million.

A portion of the Company's sales is derived from manufacturing operations in the
U.K., Spain and Mexico. The results of operations and the financial position of
the Company's 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.

Some of the Company's 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 Company's consolidated stockholders'
investment will fluctuate depending upon the weakening or strengthening of the
U.S. dollar against the respective foreign currency.

NEW ACCOUNTING PRONOUNCEMENTS

French adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," January 1, 2001. 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. SFAS No. 133
requires that changes in the derivative's fair value be recognized currently in
earnings unless specific hedge criteria are met, and requires that a company
must formally document, designate and assess the effectiveness of transactions
that receive hedge accounting. French has performed an analysis of this
pronouncement and the adoption of SFAS No. 133 did not have a material impact on
French's financial position or results of operations.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        See "Market Risk" and "Foreign Currency Transactions" sections of
Item 7.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The financial statements of French are hereby attached to this document
beginning on page 37.

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

        None.



                                      -23-

<PAGE>   24


                                    PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        The following table sets forth certain information with respect to
French's current directors and executive officers and their ages as of December
31, 2000:

<TABLE>
<CAPTION>
Name                               Age      Principal Position(s)
----                               ---      ---------------------
<S>                                <C>      <C>
S.A. ("Tony") Johnson............   60      Chairman and Director
Charles M. Waldon................   51      Vice Chairman and Director
David S. Hoyte...................   53      President, Chief Executive Officer and Director
Mark S. Burgess..................   41      Chief Financial Officer
Paul Buckley.....................   55      Managing Director of JLF UK
Thomas C. Dinolfo................   50      Treasurer
Juan Manuel Orbea................   48      General Manager of Ansola
Anthony A. Barone................   51      Director
Dugald K. Campbell...............   53      Director
A. Kipp Koester..................   62      Director
Carl E. Nelson...................   40      Vice President, Secretary and Director
Eric J. Rosen....................   39      Director
Karl F. Storrie..................   62      Director
Gary L. Swenson..................   63      Director
John L. Thomson..................   49      Director
</TABLE>

        S.A. ("Tony") Johnson has served as Chairman and a Director of French
since the recapitalization. Mr. Johnson is the founder, 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 Chairmen 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 a
director of Tower Automotive, Inc., a leading designer and producer of
structural components and assemblies for the global automotive industry, and
Dura Automotive Systems, Inc., a manufacturer of driver control systems, window
systems and door systems for the global automotive industry.

        Charles M. Waldon has been a Director of French since April 1996. Mr.
Waldon was named Vice Chairman of French on February 7, 2001. From April 1996 to
February 2001, he served as President, Chief Executive Officer of French. Mr.
Waldon joined J.L. French in 1983 and became Executive Vice President -
Manufacturing in 1987. Prior to joining J.L. French, Mr. Waldon was employed for
16 years by GM in its aluminum die castings operations in Bedford, Indiana.

        David S. Hoyte has served as president and chief executive officer of
French 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. Burgess has served as Chief Financial Officer of French 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.

        Paul Buckley has served as the Managing Director of JLF UK since 1996.
Mr. Buckley joined JLF UK in 1976 as an assistant to the General Manager. Prior
to joining JLF UK, Mr. Buckley was the service manager for USI Engineering, a
manufacturer of the Vertacast die casting machine. He has served



                                      -24-

<PAGE>   25


as National President of the Die Casting Society, and is currently serving as
the National Executive of the Light Metal Founders Association, the trade body
of die casting in the U.K.

        Thomas C. Dinolfo has served as Treasurer since April 1996 and as Chief
Financial Officer from April 1996 to November 2000. Before joining J.L. French,
Mr. Dinolfo was associated with Crucible Metals Corporation for ten years as
corporate controller and prior to that time was employed by KPMG Peat Marwick.

        Juan Manuel Orbea has 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.

        Anthony A. Barone has served as a Director of French since November 30,
2000. He has served as Vice President and Chief Financial Officer of Tower
Automotive, Inc. since May 1995. From 1984 to 1995, Mr. Barone served as Chief
Financial Officer of O'Sullivan Corporation, a manufacturer of interior trim
components for the automotive industry.

        Dugald K. Campbell has served as a Director of French 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.

        A. Kipp Koester has served as a Director of French since the
recapitalization. Mr. Koester has served as a Managing Director of Northwestern
Investment Management Company (a Northwestern Mutual Company) since January
1998. From July 1987 through December 1997, Mr. Koester was a vice president at
The Northwestern Mutual Life Insurance Company.

        Carl E. Nelson has served as a Director, Secretary and Vice President of
French since the recapitalization. Mr. Nelson has served as a Vice President of
Hidden Creek since 1995 and as the Controller of Hidden Creek since June 1992.
Mr. Nelson is also a general partner of J2R Partners III. From 1982 to 1992, Mr.
Nelson was employed by Arthur Andersen LLP. Mr. Nelson is also a Vice President
of Tower Automotive, Inc. and Dura Automotive Systems, Inc.

        Eric J. Rosen has served as a Director of French since the
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 Tower
Automotive, Inc. and Dura Automotive Systems, Inc.

        Karl F. Storrie has served as a Director of French since May 1999. Mr.
Storrie has also served as President, Chief Executive Officer and a Director of
Dura Automotive Systems, Inc. since March 1991. 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 Argo-Tech Corporation, a manufacturer of aircraft
fuel, boost and transfer pumps.

        Gary L. Swenson has served as a Director of French since December 2000.
Mr. Swenson is President and Senior Managing Director of Windward Capital
Partners, a $1.0 billion merchant banking fund, which was founded in 1994. Prior
to founding Windward, Gary was an investment banker and a Managing Director at
CS First Boston Corporation, an international investment banking firm with
headquarters in New York City.



                                      -25-
<PAGE>   26


        John L. Thomson has served as a Director of French since November 2000.
Mr. Thomson is a General Partner of Norwest Equity Partners. 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.

ITEM 11. EXECUTIVE COMPENSATION

        The following table sets forth compensation information for 2000, 1999
and 1998 for French's chief executive officer and the four other executive
officers of French who were its most highly compensated executive officers for
that year ("Named Executive Officers").

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                        ANNUAL COMPENSATION
                                                                     ----------------------------
                                                        SALARY       BONUS        OTHER ANNUAL         ALL OTHER
NAME AND PRINCIPAL POSITION                             ($)(2)       ($)(2)    COMPENSATION($)(3)  COMPENSATION($)(4)
---------------------------                             ------       ------    ------------------  ------------------
<S>                                           <C>      <C>          <C>        <C>                 <C>
Charles M. Waldon.........................    2000     $350,000     $     --      $ 2,286              $ 2,080
  Vice Chairman(1)                            1999      350,000      400,000        2,809                2,080
                                              1998      350,000      350,000        2,217                1,768

Paul Buckley..............................    2000      223,950        3,767       14,930               31,110
  Managing Director of JLF UK                 1999      241,500       57,303       16,100               33,548
                                              1998      212,018      299,688       10,303               51,990


Juan Manuel Orbea........................     2000      202,812           --        6,000                   --
  Managing Director of JLF Spain              1999      204,828           --        5,000                   --
                                              1998      179,876       33,333        5,000               35,767

Thomas C. Dinolfo........................     2000      195,000        3,738        5,634                2,080
  Treasurer                                   1999      186,462       65,268        4,225                2,080
                                              1998      171,417       55,339        3,716                1,768

Lowell E. Shoaf..........................     2000      219,615       23,738           --                2,080
  Technical Director(5)                       1999      199,384       18,512           --                2,080
                                              1998       80,000       11,784           --                1,768
</TABLE>
------------------------------

(1)     Mr. Waldon served as president and chief executive officer through
        February 7, 2001.

(2)     Includes amounts deferred by employees under French's 401(k) employee
        savings plan, pursuant to Section 401(k) of the Internal Revenue Code.

        (3) The amounts disclosed in this column include amounts contributed by
        French to its 401(k) employees savings plan and profit sharing plan and
        dollar value of premiums paid by French for term life insurance on
        behalf of the Named Executive Officers.

(4)     Includes the value of personal benefits and perquisites.

(5)     Mr. Shoaf terminated his employment with the Company on March 23, 2001.



                                      -26-

<PAGE>   27


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        French's authorized capital stock consists of nine 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 and class P common stock. As
of December 31, 2000, French had the following shares issued and outstanding (in
each case, rounded to the nearest share): 13,276 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 and
14,248 shares of class P common stock. French's outstanding classes of common
stock generally differ with respect to dividend, liquidation preference and
voting rights. The holders of each of French's 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 the Company's certificate of incorporation. Each outstanding
share of common stock (other than shares of class D-2 common stock and the class
P 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 the
company's certificate of incorporation or applicable law, all of French's
classes of voting common stock (other than the class D-2 common stock and the
class P 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 French as of March 26, 2001 by: (1) each person or entity known by
the Company to beneficially own five percent or more of a class of French's
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 the table has been determined in accordance with the applicable rules and
regulations promulgated under the Securities Exchange Act of 1934.


                                      -27-

<PAGE>   28


<TABLE>
<CAPTION>
                                                                                     Percent of
                                                         Number of     Percent of      Voting
Directors, Officers and 5% Stockholders        Class       Shares         Class        Power(1)
---------------------------------------      ---------   ---------     ----------    ----------
<S>                                          <C>         <C>           <C>           <C>
ONEX American Holdings LLC(2)(3)...........  Class B       20,660          100%          77%
                                             Class P        6,930           49%         (17)

J2R Partners III(4)........................  Class C        5,165          100%          (3)
                                             Class E        3,592          100%          (3)

Windward Entities(5).......................  Class A        6,093           46%          11%
                                             Class P        1,635           12%         (17)
The Northwestern Mutual Life
  Insurance Company(6).....................  Class D-1      4,876           69%          (3)
                                             Class P        1,636           12%         (17)

Robert W. Baird & Co. Entities(7)..........  Class D-1      1,950           28%          (3)
                                             Class P          654            5%         (17)

Norwest Equity Capital, L.L.C.(8)..........  Class D-2      4,388           60%          (3)
                                             Class P        1,472           10%         (17)

BancAmerica Capital Investors II, L.P.(9)..  Class D-2      2,926           40%          (3)
                                             Class P          981            7%         (17)

Tower Automotive, Inc.(10).................  Class A        2,578           33%          (3)
                                             Class A-1      7,124          100%          12%
                                             Class P          692            5%         (17)

S.A. Johnson(10)(11).......................  Class A          660            6%          (3)
                                             Class C        5,165          100%          (3)
                                             Class E        3,592          100%          (3)
                                             Class P          173            1%         (17)

Charles M. Waldon..........................  Class A          837            8%          (3)

David S. Hoyte(16).........................       --           --           --           --

Paul Buckley...............................  Class A          225            2%          (3)

Lowell E. Shoaf............................  Class A          170            2%          (3)

Anthony A. Barone..........................       --           --           --           --

Dugald K. Campbell(11)(14).................  Class A          112            1%          (3)
                                             Class C        5,165          100%          (3)
                                             Class E        3,592          100%          (3)

A. Kipp Koester(12)........................  Class D-1      4,876           69%          (3)
                                             Class P        1,636           12%         (17)

John L. Thomson(13)........................  Class D-2      4,388           60%          (3)
                                             Class P        1,472           10%         (17)

Carl E. Nelson(14).........................  Class A          160            *           (3)
                                             Class C        5,165          100%          (3)
                                             Class E        1,635          100%          (3)
                                             Class P           31            *          (17)

Eric J. Rosen(2)(3)(11)....................  Class B       20,660          100%          77%
                                             Class P        6,930           49%         (17)

Gary L. Swenson(15)........................  Class A        6,093           46%          11%
                                             Class P        1,635           12%         (17)

Karl F. Storrie(14)........................  Class A           83            *           (3)
                                             Class C        5,165          100%          (3)
                                             Class E        3,592          100%          (3)
All directors and officers as a group
  (15 persons).............................  All           42,536           --           75%
</TABLE>

----------------------------
 *  Denotes less than one percent.

(1)  Except as otherwise required by the Company's certificate of incorporation
     or applicable law, all of French's 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 American Holdings LLC ("ONEX AH LLC") has shared voting power over
     43,654 shares of common stock (see footnote (3)). Mr. Rosen, a Director of
     French, is Managing Director of Onex Investment Corp. and, as a result, may
     be deemed to have beneficial ownership of the shares help by ONEX AH LLC.
     Mr. Rosen disclaims beneficial ownership of all shares of class B common
     stock owned by ONEX AH LLC. ONEX AH LLC and Onex Investment Corp. are both
     wholly owned subsidiaries of Onex. The address for ONEX AH LLC and Mr.
     Rosen is c/o Onex Investment Corp., 712 Fifth Avenue, 40th Floor, New York,
     New York 10019.


                                      -28-



<PAGE>   29

(3)  ONEX AH LLC, J2R Partners III, The Northwestern Mutual Life Insurance
     Company, Robert W. Baird & Co. Entities (as defined below), Messrs.
     Johnson, Waldon and Nelson 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 AH LLC 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 AH LLC a proxy to
     effectuate such agreement. As a result, ONEX AH LLC has voting control of
     approximately 87% of the Company's common stock.

(4)  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.

(5)  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.

(6)  The address for Northwestern Mutual Life is 720 East Wisconsin Avenue,
     Milwaukee, Wisconsin 53202. NML indirectly owns 64% of the outstanding
     capital stock of Robert W. Baird & Co. Incorporated.

(7)  Shares of class D-1 common stock and class P common stock are owned by the
     following Robert W. Baird & Co. Entities:

<TABLE>
<CAPTION>
                                        Class D-1         Class P
                                      Common Stock     Common Stock
                                      ------------     ------------
    <S>                               <C>              <C>
     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
                                         =====            ===
</TABLE>

     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.

(8)  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.

(9)  The address for BancAmerica Capital Investors II, L.P. is 231 South LaSalle
     Street, 19th Floor, Chicago, Illinois 60697.

(10) The address for Tower is 5211 Cascade Road S.E., Suite 300, Grand Rapids,
     Michigan 49546. Messrs. Campbell and Johnson are members of the board of
     directors of Tower. Each of Messrs. Campbell and Johnson disclaims
     beneficial ownership of the shares owned by Tower.

(11) 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 660 shares of class A common stock 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.

(12) Includes 4,876 shares of class D-1 common stock and 1,636 shares of class P
     common stock owned by Northwestern Mutual Life, of which Mr. Koester is a
     Managing Director. Mr. Koester disclaims beneficial ownership of the shares
     owned by Northwestern Mutual Life. The address for Mr. Koester is c/o
     Northwestern Mutual Life, 720 East Wisconsin Avenue, Milwaukee, Wisconsin
     53202.

(13) 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.

(14) 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. Nelson, Campbell
     and Storrie are general partners. Each of Messrs. Nelson, 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.

(15) Includes 6,093 shares of class A common stock and 1,636 shares of class P
     common stock owned by the Windward Entities of which Mr. Swenson is the
     President and Senior Managing Director. Mr. Swenson disclaims beneficial
     ownership of the shares owned by the Windward Entities. The address for Mr.
     Swenson is c/o Windward Capital Partners, L.P., 1177 Avenues of the
     Americas, 42nd Floor, New York, NY 10036.

(16) Mr. Hoyte was named president and chief executive officer on February 7,
     2001 and was elected director on February 22, 2001.

(17) Class D-2 common stock and class P common stock are non-voting.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

THE RECAPITALIZATION

        The recapitalization was completed on April 21, 1999 pursuant to a
recapitalization agreement dated March 29, 1999 by and among the Company, its
stockholders prior to the recapitalization, who are referred to as the existing
stockholders, and JLF Acquisition LLC, a newly formed transitory investment
entity. Subsequent to the date of the recapitalization agreement, but prior to
the date of the recapitalization,



                                      -29-
<PAGE>   30


JLF Acquisition assigned all of its rights and obligations under the
recapitalization agreement to Onex, J2R and the other equity investors.

        Pursuant to the recapitalization agreement, the Company redeemed for
$348.8 million in cash 87% of its outstanding shares of common stock and all of
its outstanding shares of preferred stock and the Company paid $22.4 million in
cash to the holders of outstanding stock options in exchange for the
cancellation of their options. In addition, the Company made a payment $5.9
million to those persons who were stockholders prior to the recapitalization
based on a post-closing determination of the amount of French's working capital
as of the closing date of the recapitalization. In connection with the
recapitalization, the existing stockholders converted all shares of class B
common stock not redeemed into shares of class A common stock. Included in this
conversion was all of the common stock owned by the Company's chief executive
officer, Charles M. Waldon. As a result of the redemption and the conversion,
these stockholders currently own 5,348 shares of class A common stock,
representing approximately 13% of the outstanding common stock.

        As part of the recapitalization, the Company filed an amendment to its
certificate of incorporation, which amendment created the Company's current
capital structure, consisting of six classes of common stock, as described under
"Security Ownership of Certain Beneficial Owners and Management." The equity
investors then purchased for an aggregate purchase price of $156.0 million an
aggregate of 37,038 shares of common stock from French.

        As a result of the recapitalization, Windward received approximately
$348.8 million in cash in connection with the redemption of its shares of common
stock and preferred stock and $85.0 million in cash in connection with the
repayment of the old subordinated notes.

        Pursuant to the recapitalization agreement, the existing stockholders
have agreed to indemnify the Company and the equity investors for all
liabilities and other losses arising from any breach by French or any of the
existing stockholders of certain representations and warranties contained in the
recapitalization agreement. These representations relate to the capitalization
of French and to the share ownership of the existing stockholders, which
representations survive indefinitely, and to the amount of the Company's
existing indebtedness, which representation survives until the fourth
anniversary of the recapitalization. The existing stockholders do not have an
obligation to indemnify the Company and the equity investors for any losses once
the aggregate of all indemnified losses exceeds the price paid by French to
redeem the existing stockholders' capital stock.

        The foregoing summary of the material terms of the recapitalization
agreement and related matters does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, all of the provisions of the
recapitalization agreement, including the related exhibits and schedules.

INVESTOR STOCKHOLDERS AGREEMENT

        French and each of its stockholders are parties to 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 Carl E.
Nelson, (2) two representatives designated by Onex, which representatives shall
be Eric J. Rosen and Charles M. Waldon, (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. The parties to the
stockholders agreement subsequently voted to increase the size of the Company's
board of directors to eleven directors and have appointed Karl F. Storrie,
Dugald K. Campbell, Anthony A. Barone and David S. Hoyte to fill these
vacancies. In addition, each party to the stockholders agreement has agreed to
consent to a sale of French if such sale is approved by the Company's board of
directors.



                                      -30-
<PAGE>   31


        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 recapitalization, each of the Company's
stockholders entered into a registration agreement. Tower Automotive and Onex
Advisor LLC and the other employees and affiliates of Onex who purchased shares
of French's class A common stock in connection with the Company's 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
the Company and French will pay all expenses related to such piggyback
registrations.

MANAGEMENT STOCKHOLDERS AGREEMENT

        On July 16, 1999, the Company, Onex and members management who own
shares of the Company's common stock, including Messrs. Waldon, Buckley, Ott,
Orbea and Shoaf, 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.



                                      -31-
<PAGE>   32


        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 agreed to pay Hidden Creek an annual management fee in the
amount of $1,000,000. 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.

        In addition, Hidden Creek received a fee upon consummation of the
recapitalization and the offering of the outstanding notes of an aggregate of
approximately $3.5 million for services provided in structuring, negotiating and
financing these transactions. Upon consummation of the acquisition of Nelson,
Hidden Creek received a fee of $1.75 million for services provided in
structuring, negotiating and financing the acquisition.

PROMISSORY NOTE TO TOWER AUTOMOTIVE, INC.

        In connection with the financing of the Company's acquisition of Nelson,
it borrowed $30.0 million from Tower Automotive, Inc. in exchange for the
Company's issuance of a 7.5% convertible subordinated promissory note, due
October 14, 2009. Messrs. Campbell and Johnson are members of both French's
board of directors and the board of directors of Tower Automotive. Mr. Campbell
is the president and chief executive officer of Tower Automotive and Mr. Barone
is chief financial officer of Tower Automotive. On November 30, 2000, the 7.5%
convertible promissory note was converted into 7,124 shares of Class A-1 common
stock.

TRANSACTIONS WITH SIGNIFICANT STOCKHOLDERS

        In connection with the recapitalization, French paid Robert W. Baird &
Co. an advisory fee of $2.5 million.

        Prior to the recapitalization, French made payments of $325,000 in 1998
to Windward for financial services.



                                      -32-
<PAGE>   33


                                     PART IV

ITEM 14. 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

                        -       Balance Sheets as of December 31, 2000 and 1999

                        -       Statements of Operations for the Years Ended
                                December 31, 2000, 1999 and 1998

                        -       Statements of Stockholders' Investment for the
                                Years Ended December 31, 2000, 1999 and 1998

                        -       Statements of Cash Flows for the Years Ended
                                December 31, 2000, 1999 and 1998

                        -       Notes to Financial Statements

                (2)     Financial Statement Schedules:

                        -       Financial Statement Schedule II - Valuation and
                                Qualifying Accounts

                (3)     Exhibits: See "Exhibit Index" beginning on page 35.

        (B)     REPORTS ON FORM 8-K

                On December 18, 2000, the Company filed a Form 8-K with respect
                to the amendment and restatement of the Company's certificate of
                incorporation and its senior credit facility.



                                      -33-

<PAGE>   34


                                   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 26, 2001                  By /s/ S.A. Johnson
                                         ---------------------------------------
                                          S.A. Johnson, 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.

<TABLE>
<CAPTION>
Signature                           Title                                Date
---------                           -----                                ----
<S>                                 <C>                              <C>
/s/ S.A. Johnson                    Chairman and Director            March 26, 2001
-----------------------------
S.A. Johnson

/s/ David S. Hoyte                  President, Chief Executive       March 26, 2001
-----------------------------         Officer (Principal Executive
David S. Hoyte                        Officer) and Director

/s/ Charles M. Waldon               Vice Chairman and                March 26, 2001
-----------------------------         Director
Charles M. Waldon

/s/ Dugald K. Campbell              Director                         March 26, 2001
-----------------------------
Dugald K. Campbell

/s/ Anthony A. Barone               Director                         March 26, 2001
-----------------------------
Anthony A. Barone

/s/ A. Kipp Koester                 Director                         March 26, 2001
-----------------------------
A. Kipp Koester

/s/ John L. Thomson                 Director                         March 26, 2001
-----------------------------
John L. Thomson

/s/ Carl E. Nelson                  Director                         March 26, 2001
-----------------------------
Carl E. Nelson

/s/ Eric J. Rosen                   Director                         March 26, 2001
-----------------------------
Eric J. Rosen

/s/ Karl F. Storrie                 Director                         March 26, 2001
-----------------------------
Karl F. Storrie

/s/ Gary L. Swenson                 Director                         March 26, 2001
-----------------------------
Gary L. Swenson

/s/ Mark S. Burgess                 Chief Financial Officer          March 26, 2001
-----------------------------         (Principal Financial and
Mark S. Burgess                       Accounting Officer)
</TABLE>



                                      -34-

<PAGE>   35

                      J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
                         EXHIBIT INDEX TO ANNUAL REPORT
                                  ON FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                                     Page Number in
                                                                                     Sequential
                                                                                     Numbering
                                                                                     of all Form 10-K
Exhibit                                                                              and Exhibit Pages
<S>                                                                                  <C>
 3.1    Restated Certificate of Incorporation of J.L. French Automotive Castings,            *
        Inc., incorporated by reference to Exhibit 3.1 of the Registrant's Form
        S-4, Registration No. 333-84903 filed under the Securities Act of 1933
        (the "S-4") as amended pursuant to the First Amendment dated November
        30, 2000, incorporated by reference to Exhibit 3.1 of the Registrant's
        Form 8-K filed on December 18, 2000 under the Securities Exchange Act of
        1934 (the "December 2000 8-K").

 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.
</TABLE>



                                      -35-

<PAGE>   36


<TABLE>
<S>                                                                                    <C>
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.

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.

10.8**  Employment Agreement, dated April 1, 1997, by and between Morris Ashby                *
        plc and Paul A. Buckley, incorporated by reference to Exhibit 10.8 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 listed
        on the signature pages thereto.
</TABLE>

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



                                      -36-
<PAGE>   37


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, 2000 and 1999, and the related consolidated statements of
operations, stockholders' investment and comprehensive income and cash flows for
each of the three years in the period ended December 31, 2000. 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, 2000 and 1999, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.

Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The Schedule II: Valuation and Qualifying Accounts
is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not a required part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in our audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.




Arthur Andersen LLP


Minneapolis, Minnesota,
February 2, 2001




                                       37
<PAGE>   38

             J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                AS OF DECEMBER 31

               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                    2000           1999
                                                                    ----           ----
<S>                                                            <C>             <C>
                           ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                    $     6,053     $    4,900
  Accounts receivable, less reserve for doubtful accounts
    of $2,502 and $2,624                                            78,314         82,449
  Inventories                                                       40,546         36,979
  Other current assets                                              20,076         19,333
                                                               -----------     ----------
    Total current assets                                           144,989        143,661
PROPERTY, PLANT AND EQUIPMENT, NET                                 283,346        221,167
INTANGIBLE AND OTHER ASSETS, NET OF ACCUMULATED
  AMORTIZATION OF $77,568 AND $66,279                              348,209        330,406
                                                               -----------     ----------
                                                               $   776,544     $  695,234
                                                               ===========     ==========
          LIABILITIES AND STOCKHOLDERS' INVESTMENT

CURRENT LIABILITIES:
  Accounts payable                                             $    94,728     $   56,461
  Accrued liabilities                                               48,799         43,434
  Current portion of long-term debt                                 18,185         28,400
                                                               -----------     ----------
    Total current liabilities                                      161,712        128,295
LONG-TERM DEBT, NET OF CURRENT PORTION                             362,706        373,044
SUBORDINATED NOTES                                                 175,000        175,000
CONVERTIBLE SUBORDINATED NOTES                                          --         30,000
OTHER NONCURRENT LIABILITIES                                        24,795         30,488
                                                               -----------     ----------
    Total liabilities                                              724,213        736,827


COMMITMENTS AND CONTINGENCIES (NOTES 9 AND 10)

COMMON STOCK, CLASS P non-voting; par value $0.01; 20,000
  shares authorized; 14,248 and 0 shares issued and
  outstanding, mandatorily redeemable                               60,000             --

STOCKHOLDERS' INVESTMENT:
  Common stock, Class A; par value $0.01; 20,000 shares
    authorized; 13,276 and 10,249 shares issued and outstanding         --             --
  Common stock, Class A-1; par value $0.01; 10,000 shares
    authorized; 7,124 and 0 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 6,590 shares issued and outstanding           --             --
  Common stock, Class D-2 non-voting; par value $0.01; 7,500
    shares authorized; 7,314 and 6,817 shares issued and
    outstanding                                                         --             --
  Common stock, Class E; par value $0.01; 4,000 shares
    authorized; 3,592 and 3,352 shares issued and outstanding           --             --
  Additional paid-in capital                                        90,877         42,589
  Accumulated deficit                                              (92,886)       (82,824)
  Accumulated other comprehensive loss - foreign currency
     translation adjustment                                         (5,660)        (1,358)
                                                               -----------     ----------
    Total stockholders' deficit                                     (7,669)       (41,593)
                                                               -----------     ----------
                                                               $   776,544     $  695,234
                                                               ===========     ==========
</TABLE>


        The accompanying notes are an integral part of these consolidated
                                balance sheets.



                                      -38-


<PAGE>   39


             J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                             Years Ended December 31,
                                                  ---------------------------------------------
                                                      2000            1999             1998
                                                      ----            ----             ----
<S>                                               <C>             <C>               <C>
Sales                                             $   557,002     $   351,829       $   254,343

Cost of sales                                         470,647         267,514           179,693
                                                  -----------     -----------       -----------

  Gross profit                                         86,355          84,315            74,650

Selling, general and administrative expenses           25,544          19,577            16,802

Recapitalization expense                                   --          22,425                --

Amortization of intangible assets                      11,289          11,167            16,861
                                                  -----------     -----------       -----------

  Operating income                                     49,522          31,146            40,987

Interest expense, net                                  62,538          37,326            20,533
                                                  -----------     -----------       -----------

  Income (loss) before income taxes and
    extraordinary loss                                (13,016)         (6,180)           20,454

Income tax provision (benefit)                         (3,542)           (595)            8,299
                                                  -----------     -----------       -----------

  Income (loss) before extraordinary loss              (9,474)         (5,585)           12,155

Extraordinary loss on early extinguishment of
  debt, net of income tax benefit of $5,407
  and $515                                                 --           8,112               805
                                                  -----------     -----------       -----------

    Net income (loss)                             $    (9,474)    $   (13,697)      $    11,350
                                                  ===========     ===========       ===========
</TABLE>


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



                                      -39-

<PAGE>   40


             J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT AND COMPREHENSIVE INCOME
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                               Common Stock (Note 2)
                                   --------------------------------------------                  Retained    Accumulated
                                   Pre Recapitalization   Post Recapitalization    Additional    Earnings/    Other Com-
                                   --------------------------------------------     Paid-In    (Accumulated   prehensive
                                      Shares    Amount       Shares      Amount     Capital       Deficit)     Income       Total
                                      ------    ------       ------      ------    ----------  ------------  -----------    -----
<S>                                 <C>         <C>         <C>          <C>       <C>         <C>           <C>           <C>
BALANCE, December 31, 1997           69,545.74  $   --            --     $   --     $ 72,640      $  4,167     $    --     $ 76,807
 Comprehensive income -
    Net income                             --       --            --         --           --        11,350
    Foreign currency
     translation adjustment                --       --            --         --           --            --       1,430
        Total comprehensive income                                                                                          12,780
 Accretion of convertible
  redeemable Series A preferred
  stock to redemption value                --       --            --         --           --          (243)         --         (243)
 Dividends declared for
  convertible redeemable Series A
  preferred stock, $700 per share          --       --            --         --           --        (1,050)         --       (1,050)
 Sale of common stock at
  $3,672.89 per share                9,908.96       --            --         --       36,394            --          --       36,394
                                    ---------   -------    ---------     ------     --------      ---------    -------     --------
BALANCE, December 31, 1998          79,454.70       --            --         --      109,034        14,224       1,430      124,688
 Comprehensive income -
    Net loss                               --       --            --         --           --       (13,697)
    Foreign currency
     translation adjustment                --       --            --         --           --            --      (2,788)
        Total comprehensive loss                                                                                            (16,485)
 Accretion of convertible
  redeemable Series A preferred
  stock to redemption value                --       --            --         --           --           (67)         --          (67)
 Dividends declared for
  convertible redeemable Series A
  preferred stock, $700 per share          --       --            --         --           --          (263)         --         (263)
 Conversion of convertible
  redeemable Series A preferred
  stock to common stock              3,395.58       --            --         --           --            --          --           --
 Repurchase of Pre
  Recapitalization common
  stock, net                       (77,501.90)      --            --         --     (265,034)      (83,021)         --     (348,055)
 Conversion of Pre
  Recapitalization to Post
  Recapitalization common stock     (5,348.38)      --      5,348.38         --           --            --          --           --
 Sale of Post Recapitalization
 common stock                              --       --     37,037.36         --      156,000            --          --      156,000
 Issuance of common stock                  --       --      8,309.66         --       35,000            --          --       35,000
 Employee stock offering, net of
  subscriptions receivable (Note 2)        --       --      2,138.44         --        7,589            --          --        7,589
                                    ---------   -------    ---------     ------     --------      ---------    -------     --------
BALANCE, December 31, 1999                 --       --     52,833.84         --       42,589       (82,824)     (1,358)     (41,593)
Comprehensive income -
    Net loss                               --       --            --         --           --        (9,474)
    Foreign currency
     translation adjustment                --       --            --         --           --            --      (4,302)
        Total comprehensive loss                                                                                            (13,776)
 Employee stock offering, net of
  subscriptions receivable (Note 2)        --       --         85.64         --          360            --          --          360
Issuance of common stock                   --       --     11,315.30         --       47,886            --          --       47,886
Repurchase of common stock                 --       --        (50.08)        --         (146)           --          --         (146)
Dividends on Class A-1 and
 Class P stock                             --       --            --         --          188          (588)         --         (400)
                                    ---------   -------    ---------     ------     --------      ---------    -------     --------
BALANCE, December 31, 2000                 --   $   --     64,184.70     $   --     $ 90,877      $(92,886)    $(5,660)    $ (7,669)
                                    =========   =======    =========     ======     ========      =========    =======     ========
</TABLE>


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



                                      -40-
<PAGE>   41


             J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 Years Ended December 31,
                                                           -------------------------------------
                                                              2000          1999          1998
                                                              ----          ----          ----
<S>                                                        <C>           <C>           <C>
OPERATING ACTIVITIES:
  Net income (loss)                                        $  (9,474)    $ (13,697)    $  11,350
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities-
     Depreciation and amortization                            48,439        36,695        36,037
     Subordinated notes discount accretion                        --           170           469
     Deferred income taxes                                      (355)        1,029         1,100
     Extraordinary loss                                           --         8,112           805
     Non cash dividends
     Change in other operating items:
       Accounts receivable                                     3,160         8,308       (12,197)
       Inventories                                            (4,200)       (7,897)       (1,377)
       Other current assets                                   (1,035)       (9,291)       (2,337)
       Accounts payable and accrued liabilities               12,269         1,197         5,662
       Other, net                                                746        (5,094)         (457)
                                                           ---------     ---------     ---------
          Net cash provided by operating activities           49,550        19,532        39,055
                                                           ---------     ---------     ---------
INVESTING ACTIVITIES:
  Acquisitions, net of cash acquired                          (5,614)     (189,815)      (74,778)
  Capital expenditures, net                                 (102,948)      (33,005)      (34,640)
                                                           ---------     ---------     ---------
          Net cash used for investing activities            (108,562)     (222,820)     (109,418)
                                                           ---------     ---------     ---------
FINANCING ACTIVITIES:
  Borrowings under revolving credit facilities               559,812        49,740       197,273
  Repayments of revolving credit facilities                 (564,520)      (55,403)     (179,870)
  Long-term borrowings                                        19,967       719,843        74,474
  Repayment of long-term borrowings                          (29,216)     (324,227)      (64,157)
  Debt issuance costs                                         (1,287)      (19,354)       (3,193)
  Proceeds from sale of common stock                          77,740       198,589        36,394
  Redemption of common stock in connection with
    the Recapitalization                                          --      (360,339)           --
  Dividends paid on convertible redeemable Series A
    preferred stock                                               --          (525)       (1,050)
  Other, net                                                      --        (3,731)           --
                                                           ---------     ---------     ---------
          Net cash provided by financing activities           62,496       204,593        59,871
                                                           ---------     ---------     ---------
EFFECT OF EXCHANGE RATE CHANGES
  ON CASH AND CASH EQUIVALENTS                                (2,331)         (533)          182
NET CHANGE IN CASH AND CASH EQUIVALENTS                        1,153           772       (10,310)
CASH AND CASH EQUIVALENTS, beginning of period                 4,900         4,128        14,438
                                                           ---------     ---------     ---------
CASH AND CASH EQUIVALENTS, end of period                   $   6,053     $   4,900     $   4,128
                                                           =========     =========     =========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for-
    Interest                                               $  64,168     $  34,674     $  20,289
                                                           =========     =========     =========
    Income taxes                                           $   2,149     $   1,920     $   6,200
                                                           =========     =========     =========
NON-CASH FINANCING TRANSACTION:
  Conversion of convertible subordinated notes into
    Class A-1 Common Stock                                 $  30,000     $      --     $      --
                                                           =========     =========     =========
</TABLE>


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



                                      -41-

<PAGE>   42


             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. (French) is an international designer and
manufacturer of aluminum die cast components and assemblies for the global
automotive industry. French's primary operating subsidiaries are French
Holdings, Inc. (FHI), Nelson Metal Products Corporation (Nelson), Shoreline
Industries, Inc. and its affiliate, Generation Machine, LLC (collectively, 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). French has manufacturing facilities located in Kentucky,
Michigan, Wisconsin, Mexico, Spain and the United Kingdom.

2. RECAPITALIZATION AND COMMON STOCK:

On April 21, 1999, the Company completed a recapitalization transaction (the
Recapitalization). Immediately prior to the Recapitalization, the Company had
the following classes of common shares authorized and outstanding (Pre
Recapitalization common stock):

<TABLE>
<CAPTION>
                                        Shares                 Shares Issued
                Class                 Authorized              And Outstanding
                -----                 ----------              ---------------
        <S>                           <C>                     <C>
        A, par value $0.0001            300,000                 60,492.73
        B, par value $0.0001             75,000                 16,016.36
        C, par value $0.0001             50,000                  2,651.05
        D, par value $0.0001             25,000                    294.56
</TABLE>

Pursuant to the Recapitalization Agreement and immediately prior to the
Recapitalization, each share of Class B, Class C and Class D common stock was
converted into one share of Class A common stock. In addition, each share of
Convertible Redeemable 7% Series A preferred stock was converted into one share
of Series B preferred stock and 2.26372 shares of Class A common stock. The
Company also restated its Articles of Incorporation to authorize 20,000 shares
of Class A common stock, 30,000 shares of Class B common stock, 6,000 shares of
Class C common stock, 15,000 shares of Class D-1 common stock, 7,500 shares of
nonvoting Class D-2 common stock and 4,000 shares of Class E common stock
(collectively, Post Recapitalization common stock). Concurrently with the above
transactions, new investors acquired 1,650.06 shares of Class A common stock,
17,099.89 shares of Class B common stock, 4,274.97 shares of Class C common
stock, 5,509.97 shares of Class D-1 common stock, 5,699.99 shares of Class D-2
common stock and 2,802.48 shares of Class E common stock for total consideration
of $156.0 million. In addition, the Company borrowed $295.0 million pursuant to
a new senior credit facility (Note 4) and $130.0 million pursuant to an interim
financing facility (Note 5).

The proceeds from the equity investment, the senior credit facility and the
subordinated financing facility were used to retire $184.0 million of
outstanding indebtedness, redeem the outstanding Series B preferred stock for
$12.3 million, to repurchase certain shares of Class A common stock for $336.5
million, to redeem all outstanding options for $21.5 million and to pay fees
associated with the transaction of approximately $6.9 million. The redemption of
stock options was recorded as compensation expense at the date of the
Recapitalization and is reflected in the consolidated statements of operations
as recapitalization expense. As a result of the Recapitalization, approximately
87% of all classes of the combined capital stock of the Company were acquired
which represented 85% of the shares eligible to vote. An additional payment of
$5.0 million was made to those persons who were stockholders prior to the
Recapitalization based on a post-closing determination of working capital as of
the date of the Recapitalization.

In connection with the Recapitalization, the historical basis of all assets and
liabilities have been retained for financial reporting purposes, and the
repurchase of the existing common stock and issuance of new



                                      -42-
<PAGE>   43


common stock has been accounted for as an equity transaction. In addition, the
fees and expenses related to the Recapitalization of approximately $6.5 million
have been recorded as a reduction in stockholders' investment.

In 1999, the Company sold 2,138.44 shares of Class A common stock to certain
employees for aggregate proceeds of approximately $9.0 million. Approximately
$1.4 million of this amount was financed through notes to the Company which bear
interest at 9% and are due in 2004. The outstanding balance of these notes, $1.4
million at December 31, 2000 and December 31, 1999, is reflected as a reduction
of additional paid-in capital in the accompanying consolidated statements of
stockholders' investment and comprehensive income.

On May 24, 2000, certain stockholders acquired 3,077 shares of Class A common
stock, 463 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. The
Class P common stock accrues 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. The
Class P common stock is mandatorily redeemable at the time of a sale of the
Company, as defined. In addition, the holders of the Class P common stock may
require the Company to redeem such shares at any time after December 15, 2009.
Accordingly, the Class P common stock is not included as a component of
stockholders' investment. The Company accrued dividends of $400,000 for the year
ended December 31, 2000, and these dividends are included in other non-current
liabilities.

Concurrent with the transaction described above, the holder of the Company's 7
1/2% Convertible Subordinated Note (see Note 5) exchanged the note for 7,124
shares of Class A-1 common stock. The Class A-1 common stock accrues dividends
at an annual rate of 7 1/2%. The dividends are convertible into shares of Class
A common stock at a rate of $5,900 per share. Dividends of $188,000 were accrued
for the year ended December 31, 2000 and these dividends are included in
additional paid-in capital.

Following is a summary of transactions in the Pre Recapitalization common stock
for the period from December 31, 1996 through April 21, 1999, the date of the
Recapitalization:

<TABLE>
<CAPTION>
                                   Class A               Class B              Class C             Class D
                               -----------------      ----------------    ----------------   -----------------
                               Shares     Amount      Shares    Amount    Shares    Amount   Shares     Amount
                               ------     ------      ------    ------    ------    ------   ------     ------
<S>                          <C>          <C>      <C>          <C>     <C>         <C>     <C>         <C>
Balance, December 31,
  1996 and 1997               66,960.34   $  --      2,326.86   $  --      258.54   $  --        --     $  --
Conversion of Class A
  to Class B                 (13,944.85)     --     13,944.85      --          --      --        --        --
Conversion of Class B
  to Class C                         --      --     (2,326.86)     --    2,326.86      --        --        --
Conversion of Class C
  to Class D                         --      --            --      --     (258.54)     --    258.54        --
Sale of common
  stock at $3,672.89
  per share                    7,477.24      --      2,071.51      --      324.19      --     36.02        --
                             ----------   -----    ----------   -----   ---------   -----   -------     -----
Balance, December 31,
  1998                        60,492.73      --     16,016.36      --    2,651.05      --    294.56        --
Conversion of Class B,
  C and D to Class A          18,961.97            (16,016.36)     --   (2,651.05)     --   (294.56)       --
Conversion of Convertible
  Redeemable 7% Series A
  Preferred Stock
  to Class A                   3,395.58      --            --      --          --      --        --        --
Repurchase of Class A
  shares pursuant to the
  Recapitalization           (77,501.90)     --            --      --          --      --        --        --
Conversion of Class A
  shares to Post
  Recapitalization
  common stock                (5,348.38)     --            --      --          --      --        --        --
                             ----------   -----    ----------   -----   ---------   -----   -------     -----
Balance, April 21,
  1999                               --   $  --            --   $  --          --   $  --        --     $  --
                             ==========   =====    ==========   =====   =========   =====   =======     =====
</TABLE>



                                      -43-

<PAGE>   44


Following is a summary of transactions in the Post Recapitalization common stock
for the period from April 21, 1999 through December 31, 2000:

<TABLE>
<CAPTION>
                                                          Number of Shares
                           ------------------------------------------------------------------------------
                           Class A   Class A-1    Class B     Class C    Class D-1    Class D-2   Class E
                           -------   ---------    -------     -------    ---------    ---------   -------
<S>                       <C>        <C>         <C>          <C>         <C>          <C>       <C>
Shares outstanding,
  April 21, 1999                 --        --           --          --          --           --        --
Conversion of Pre
  Recapitalization
  common stock             5,348.38        --           --          --          --           --        --
Sale of Post
  Recapitalization
  common stock             1,650.06        --    17,099.89    4,274.97    5,509.97     5,699.99  2,802.48
Employee stock
  offering                 2,138.44        --           --          --          --           --        --
Sale of common
  stock (Note 6)           1,112.53        --     3,560.01      890.01    1,080.22     1,117.44    549.42
                          ---------  --------    ---------    --------    --------     --------  --------
Shares outstanding,
  December 31, 1999       10,249.41        --    20,659.90    5,164.98    6,590.19     6,817.43  3,351.90
Repurchase of common
  stock                      (50.08)       --           --          --          --           --        --
Sale of common stock       3,076.87  7,124.20           --          --      463.40       496.51    239.98
                          ---------  --------    ---------    --------    --------     --------  --------
Shares outstanding,
  December 31, 2000       13,276.20  7,124.20    20,659.90    5,164.98    7,053.59     7,313.94  3,591.88
                          =========  ========    =========    ========    ========     ========  ========
</TABLE>


3. SIGNIFICANT ACCOUNTING POLICIES:

PRINCIPLES OF CONSOLIDATION AND PRESENTATION

The consolidated financial statements include the financial statements of French
and its subsidiaries, all of which are wholly owned (collectively referred to as
the Company). All significant intercompany balances and transactions have been
eliminated in consolidation.

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 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):

<TABLE>
<CAPTION>
                                                  December 31
                                              ------------------
                                              2000          1999
                                              ----          ----
          <S>                               <C>            <C>
          Raw materials                     $15,339        $14,172
          Work-in-process                    14,971         14,558
          Finished goods                     10,236          8,249
                                            -------        -------
                                            $40,546        $36,979
                                            =======        =======

</TABLE>



                                      -44-

<PAGE>   45


OTHER CURRENT ASSETS

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

<TABLE>
<CAPTION>
                                                  December 31
                                              ------------------
                                              2000          1999
                                              ----          ----
          <S>                               <C>            <C>
          Customer tooling-in-progress      $ 5,814        $10,300
          Deferred income tax assets         10,344          6,437
          Other                               3,918          2,596
                                            -------        -------
                                            $20,076        $19,333
                                            =======        =======
</TABLE>

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.
Costs are deferred until reimbursed by the customer. Forecasted losses on
incomplete projects are recognized currently.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following (in thousands):


<TABLE>
<CAPTION>
                                                                   December 31
                                                                 ----------------
                                                                 2000        1999
                                                                 ----        ----
          <S>                                                  <C>         <C>
          Land and improvements                                $  7,431    $  5,888
          Buildings                                              78,114      47,501
          Machinery and equipment                               259,321     213,972
          Furniture, fixtures and other                           5,248       8,243
          Construction in progress                               27,410       7,032
                                                               --------    --------
                                                                377,524     282,636
          Less- Accumulated depreciation and amortization       (94,178)    (61,469)
                                                               --------    --------
          Net property, plant and equipment                    $283,346    $221,167
                                                               ========    ========
</TABLE>

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:

<TABLE>
          <S>                                                         <C>
          Buildings and land improvements                             15 to 39 years
          Machinery and equipment                                      5 to 13 years
          Furniture and fixtures                                       3 to 10 years
</TABLE>

The Company capitalizes interest cost as a component of the cost of construction
in progress. Interest costs of $1,391,000, $237,000 and $210,000 were
capitalized for the years ended December 31, 2000, 1999 and 1998. As of December
31, 2000, the Company had buildings and machinery under capital leases of $24.7
million. Accumulated amortization of these assets was $3.7 million as of
December 31, 2000.

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.



                                      -45-
<PAGE>   46


INTANGIBLE AND OTHER ASSETS

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

<TABLE>
<CAPTION>
                                                                    December 31
                                                                  ----------------
                                                                  2000        1999
                                                                  ----        ----
          <S>                                                   <C>         <C>
          Goodwill                                              $328,592    $304,650
          Customer relationships                                  52,946      52,946
          Debt issuance costs and other                           16,623      15,181
                                                                --------    --------
                                                                 398,161     372,777
          Less-Accumulated amortization                          (77,568)    (66,279)
                                                                --------    --------
            Net intangible assets                                320,593     306,498
          Deferred income tax assets, net                         27,616      23,908
                                                                --------    --------
            Total intangible and other assets                   $348,209    $330,406
                                                                ========    ========
</TABLE>

Goodwill represents the excess of the purchase price over fair value of net
assets acquired arising from the acquisition of the Company in April 1996 and
the acquisitions described in Note 6. Goodwill is amortized on a straight-line
basis over 40 years. Amortization for the customer relationships is calculated
using an accelerated method, reflecting the nature of the relationship, over 5
years. Debt financing costs are amortized over the term of the applicable
agreement.

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 goodwill and other 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 goodwill and other long-lived assets, the
Company would recognize an impairment loss.

ACCRUED LIABILITIES

Accrued liabilities consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                                     December 31
                                                                   ---------------
                                                                   2000       1999
                                                                   ----       ----
          <S>                                                    <C>        <C>
          Compensation and benefits                              $11,847    $ 8,841
          Loss contracts                                          20,196      7,792
          Income taxes                                             3,127      4,639
          Die replacement                                             --      8,641
          Interest                                                 8,032      4,736
          Other                                                    5,597      8,785
                                                                 -------    -------
                                                                 $48,799    $43,434
                                                                 =======    =======
</TABLE>

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.



                                      -46-
<PAGE>   47


REVENUE RECOGNITION AND SALES COMMITMENTS

The Company recognizes revenue as its products are shipped to its customers. 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 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. The remaining liability was approximately $36.5 million as of
December 31, 2000 and $24.7 million as of December 31, 1999. Of these amounts,
$16.3 million and $16.9 million are included in other noncurrent liabilities in
the accompanying consolidated balance sheets.

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--foreign currency translation adjustment in stockholders' investment. Gains
and losses resulting from foreign currency transactions are included in net
income. Such gains or losses and related hedges are reported in the same manner
as translation adjustments.

COMPREHENSIVE INCOME

Comprehensive income 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 income represents net income
adjusted for foreign currency translation adjustments. The Company has chosen to
disclose comprehensive income in the accompanying consolidated statements of
stockholders' investment and comprehensive income.

NEW ACCOUNTING PRONOUNCEMENTS

The Company adopted SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," January 1, 2001. 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. SFAS
No. 133 requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge criteria are met, and requires that
a company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting. French has performed an analysis of
this pronouncement and the adoption of SFAS No. 133 did not have a material
impact on French's financial position or results of operations.

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.




                                      -47-
<PAGE>   48


RECLASSIFICATIONS

Certain amounts previously reported in the 1999 and 1998 consolidated financial
statements have been reclassified to conform to the 2000 presentation. These
reclassifications had no effect on previously reported net income or
stockholders' investment.

4. LONG-TERM DEBT:

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

<TABLE>
<CAPTION>
                                                                     December 31
                                                                   ----------------
                                                                   2000        1999
                                                                   ----        ----
          <S>                                                   <C>           <C>
          Senior credit facility:
             Revolving credit facility, due April 2005,
               interest at prime plus 2.00% or LIBOR plus
               3.25% (9.11% at December 31, 2000)               $ 17,168      $ 23,183
             Tranche A term loan, due April 2005
               interest at prime plus 2.00% or LIBOR plus
               3.25% (9.54% at December 31, 2000)                163,210       187,943
             Tranche B term loan, due October 2006 interest
               at prime plus 2.25% or LIBOR plus
               3.50% (9.79% at December 31, 2000)                150,704       152,105
                                                                --------      --------
                  Total senior credit facility                   331,082       363,231
          Unsecured sterling loan notes                           23,655        25,963
          Peseta term loans                                       10,086         6,996
          Obligations under capital leases (Note 10)
             and other                                            16,068         5,254
                                                                --------      --------
                                                                 380,891       401,444
          Less- Current portion                                  (18,185)      (28,400)
                                                                --------      --------
                                                                $362,706      $373,044
                                                                ========      ========
</TABLE>

SENIOR CREDIT FACILITY

In connection with the Recapitalization, French and certain of its direct and
indirect subsidiaries entered into a senior credit facility which provided for
total borrowings of up to $370.0 million, including (a) $105.0 million tranche A
term loan consisting of a $70.0 million U.S. dollar-denominated term loan and
pound sterling denominated term loans in an amount equal to the pound sterling
equivalent of U.S. $35.0 million, (b) a $190.0 million tranche B term loan, and
(c) a $75.0 million revolving credit facility. In May 1999, approximately $2.5
million of borrowings under the tranche A term loan and $37.5 million of
borrowings under the tranche B term loan were repaid with proceeds from the
offering of the Subordinated Notes (Note 5).

On October 15, 1999 in connection with the acquisition of Nelson (Note 6), the
Company amended and restated its senior credit facility to provide for $100.0
million of additional borrowings consisting of an increase of $85 million in the
tranche A term loan and an increase of $15 million in the revolving credit
facility.

On November 27, 2000 the Company and its lenders amended the senior credit
facility to defer certain principal repayments scheduled for 2001 to future
years and to amend certain financial covenants included in the credit agreement.



                                      -48-
<PAGE>   49


As of December 31, 2000, the total borrowing availability under the revolving
credit facility was $47.3 million. As of December 31, 2000, the Company had
outstanding standby letters of credit of $25.5 million which expire through
January 2003. Borrowings under the tranche A and tranche B term loans are
payable in quarterly installments. In addition, beginning with the year ended
December 31, 2000, the Company is required to make mandatory prepayments of
borrowings under the tranche A and tranche B term loans based on excess cash
flow, as defined. No such prepayments are required in 2001.

The senior credit facility requires the Company to maintain certain financial
ratios including minimum liquidity and interest coverage. The senior credit
facility also limits capital expenditures and cash dividends. Under the most
restrictive covenants, the Company was unable to pay cash dividends as of
December 31, 2000. The Company was in compliance with all covenants as of
December 31, 2000. Borrowings under the senior credit facility are secured by
all of the assets of French and its domestic subsidiaries and are guaranteed by
all of French's domestic subsidiaries ("Guarantors").

In connection with the repayment of borrowings under the old credit facility on
the date of the Recapitalization, the Company wrote off unamortized debt issue
costs of approximately $9.4 million. The write off, net of income taxes, is
included as an extraordinary loss in the accompanying statement of operations
for the year ended December 31, 1999.

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 from 2000 through 2005. The
effective interest rate in 2000 was approximately 8%.

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, 2000. Each
note holder may, as provided by British regulations, exercise an annual option
to have the Company redeem the notes in the increments of (pound)10,000. The
loan notes are guaranteed by letter of credit under the revolving credit
facility which is due in April 2005.

AGGREGATE MATURITIES

The aggregate maturities of long-term debt, including obligations under capital
leases, for each of the five years subsequent to December 31, 2000 are as
follows (in thousands):

<TABLE>
<CAPTION>
                                                        Amount
                                                        ------
          <S>                                         <C>
          2001                                        $ 18,185
          2002                                          46,801
          2003                                          53,590
          2004                                          55,654
          2005                                          58,064
          2006 and thereafter                          148,597
                                                      --------
                                                      $380,891
                                                      ========
</TABLE>




                                      -49-


<PAGE>   50


5. SUBORDINATED DEBT:

SUBORDINATED NOTES

In connection with the Recapitalization, the Company borrowed $130 million
pursuant to an interim financing facility. In May 1999, the Company completed an
offering of $175.0 million of 11 1/2% 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 to retire all of the
borrowings under the interim 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.

The Company wrote off approximately $4.1 million of unamortized debt issue costs
related to the interim financing facility. The write off, net of income taxes,
is included in the extraordinary loss in the accompanying statement of
operations for the year ended December 31, 1999.

CONVERTIBLE SUBORDINATED NOTE

In connection with the acquisition of Nelson (Note 6), the Company borrowed $30
million pursuant to a convertible subordinated note issued to Tower Automotive,
Inc. (Convertible Note). As discussed in Note 2, the Convertible Note was
converted into 7,124.20 shares of Class A-1 common stock on November 30, 2000.

6. ACQUISITIONS:

In January 1998, the Company acquired 100% of the outstanding common stock of
JLF UK for approximately $54.0 million in cash, including certain transaction
costs, plus unsecured sterling loan notes issued to certain electing
shareholders in the amount of $26.4 million. In April 1998, the Company acquired
100% of the outstanding common stock of Ansola for approximately $20.8 million
in cash, including certain transaction costs.

In August 1999, the Company formed JLF Mexico to acquire Inyecta Alum, a Mexican
supplier of aluminum die castings, for an aggregate purchase price of $14.9
million. This acquisition was financed with cash on hand and available
borrowings under the Company's revolving credit facility.

In October 1999, the Company acquired all of the outstanding stock of Nelson for
an aggregate purchase price of $179.8 million, including transaction costs.
Nelson is a full service supplier of medium and large aluminum die castings for
the automotive industry, with manufacturing facilities in Grandville, Michigan
and Glasgow, Kentucky. In connection with the acquisition of Nelson, the Company
(i) amended and restated its senior credit facility to provide for additional
borrowings of $100.0 million; (ii) borrowed $30.0 million from Tower Automotive,
Inc. pursuant to the Convertible Note; and (iii) issued 8,309.66 shares of its
common stock for total consideration of $35 million.

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
will result in losses for a longer time frame than initially projected as
efforts to reduce or mitigate these losses have 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. 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 $23.8 million for
the year ended December 31, 2000. Interest expense recognized related to loss
contracts was $2.9 million for the year ended December 31, 2000.

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, MI. Total consideration was approximately $5.6 million.



                                      -50-
<PAGE>   51


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 has been 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.

The following unaudited consolidated pro forma results of operations for the
years ended December 31, 1999 and 1998 give effect to (i) the acquisitions of
JLF UK, Ansola, JLF Mexico, Nelson and JLF Benton Harbor, (ii) the
Recapitalization, and (iii) the subordinated note offering as if such
transactions had occurred at the beginning of the period (in thousands):

<TABLE>
<CAPTION>
                                                           Pro Forma for the Years Ended
                                                                   December 31
                                                           -----------------------------
                                                                  1999        1998
                                                                  ----        ----
          <S>                                                   <C>         <C>
          Revenues                                              $506,061    $394,099
          Operating income                                        58,432      17,750
          Net income (loss) before extraordinary item              6,037     (21,182)
</TABLE>

The unaudited pro forma consolidated financial information does not purport to
represent what the Company's financial position or results of operations would
actually have been if these transactions had occurred at such dates or to
project the Company's future results of operations.

7. INCOME TAXES:

The summary of income before income taxes and extraordinary loss consisted of
the following (in thousands):

<TABLE>
<CAPTION>
                                             Years Ended December 31
                                             -----------------------
                                             2000      1999     1998
                                             ----      ----     ----
          <S>                             <C>        <C>       <C>
          Domestic                        $ (7,985)  $(4,109)  $19,432
          Foreign                           (5,031)   (2,071)    1,022
                                          --------   -------   -------
                      Total               $(13,016)  $(6,180)  $20,454
                                          ========   =======   =======
</TABLE>

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


<TABLE>
<CAPTION>
                                             Years Ended December 31
                                             -----------------------
                                             2000      1999     1998
                                             ----      ----     ----
          <S>                             <C>        <C>       <C>
          Current                         $ (2,615)  $(1,763)  $7,227
          Deferred                            (355)    1,029    1,100
          Foreign                             (572)      139      (28)
                                          --------   -------   -------
                      Total               $ (3,542)  $  (595)  $8,299
                                          ========   =======   ======
</TABLE>



                                      -51-
<PAGE>   52


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

<TABLE>
<CAPTION>
                                                                      December 31
                                                                    ---------------
                                                                    2000       1999
                                                                    ----       ----
          <S>                                                     <C>       <C>
          Deferred income tax assets:
             Accounts receivable                                  $ 1,221   $    798
             Inventories                                              125         76
             Vacation and other accruals                              305        373
             Employee benefit plans                                 4,140      2,152
             Amortization of intangible assets                      4,011      8,299
             Loss contracts                                        13,872      9,120
             State tax credit and net operating
               loss carryforwards                                   3,070      1,480
             Federal net operating loss carryforwards              22,487     10,902
                                                                  -------    -------
                      Total deferred income tax assets             49,231     33,200
          Deferred income tax liabilities--depreciation            (9,553)    (7,311)
          Valuation allowance                                      (1,718)    (1,131)
                                                                  -------    -------
                      Net deferred tax assets (liabilities)       $37,960    $24,758
</TABLE>

Management has established valuation allowances for a portion of the state tax
credit and state net operating loss carryforwards and a portion of the foreign
net operating loss carryforwards as management is unable to conclude that it is
more probable than not that sufficient taxable income will be generated in the
necessary jurisdictions to fully realize these tax benefits.

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

<TABLE>
<CAPTION>
                                                               Years Ended December 31
                                                               -----------------------
                                                               2000      1999     1998
                                                               ----      ----     ----
           <S>                                                <C>       <C>       <C>
           Federal provision (benefit) at statutory rates     (35.0)%   (35.0)%   35.0%
           State tax provision, net of federal benefit         (1.8)     (9.2)     5.4
           Non-deductible goodwill                              8.0      11.0       --
           Non-deductible net operating loss carryforwards      7.0      18.3       --
           Foreign sales corporation                           (4.7)     (2.8)    (2.1)
           Other, net                                          (0.7)      8.1      2.3
                                                              ------    ------    ----
                                                              (27.2)%    (9.6)%   40.6%
                                                              ======    ======    ====
</TABLE>



                                      -52-

<PAGE>   53


The Company has approximately $13 million of state tax credit carryforwards
which expire through 2014, $32 million of state net operating loss carryforwards
which expire between 2009 and 2020, $1 million of foreign net operating loss
carryforwards which expire in 2014 and $69 million of federal net operating loss
carryforwards which expire in 2020. 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 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):

<TABLE>
<CAPTION>
                                               Years Ended December 31,
                             ---------------------------------------------------------------
                                   2000                   1999                  1998
                             ------------------     -----------------     ------------------
                                        Long-                  Long-                  Long-
                                        Lived                  Lived                  Lived
                             Sales      Assets      Sales      Assets     Sales       Assets
                             -----      ------      -----      ------     -----       ------
    <S>                    <C>         <C>         <C>        <C>        <C>         <C>
    North America          $473,910    $194,350    $265,520   $154,324   $180,140    $ 79,703
    Europe                   83,092      88,996      86,309     66,843     74,203      67,802
                           --------    --------    --------   --------   --------    --------
                           $557,002    $283,346    $351,829   $221,167   $254,343    $147,505
                           ========    ========    ========   ========   ========    ========
</TABLE>

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

<TABLE>
<CAPTION>
                                          2000        1999        1998
                                          ----        ----        ----
          <S>                            <C>         <C>         <C>
          North America                  $452,964    $246,797    $158,523
          Europe                          102,546     104,451      93,121
          Other foreign locations           1,492         581       2,699
                                         --------    --------    --------
                                         $557,002    $351,829    $254,343
                                         ========    ========    ========
</TABLE>

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

<TABLE>
<CAPTION>
                                                         2000        1999        1998
                                                         ----        ----        ----
      <S>                                              <C>         <C>         <C>
      Medium to large automotive aluminum die
       castings
        Oil pans                                       $167,535    $108,880    $ 99,194
        Engine front covers                              48,023      49,631      48,325
        Transmission cases                               75,969      49,625      22,891
        Other medium to large die castings              176,325      54,621      15,261
      Small automotive aluminum die castings             71,311      71,258      50,869
      Other products                                     17,839      17,814      17,803
                                                       --------    --------    --------
      Total                                            $557,002    $351,829    $254,343
                                                       ========    ========    ========
</TABLE>



                                      -53-
<PAGE>   54


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, 2000 were as follows:

<TABLE>
<CAPTION>
                                                  Years Ended
                                                  December 31
                                              -------------------
                                              2000   1999    1998
                                              ----   ----    ----
                     <S>                      <C>    <C>    <C>
                     Ford                      52%    54%    58%
                     GM                        36     28     20
</TABLE>

As of December 31, 2000 and 1999, receivables from these customers represented
64% and 69% 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 contribution for 1998 was at the rate of 85
cents per hour of qualified service, which increased to $1.00 in 1999 and 2000.
The expense for the years ended December 31, 2000, 1999 and 1998 was $1.9
million, $1.7 million and $1.2 million, respectively.

The Company also sponsors a 401(k) savings plan covering substantially all U.S.
employees. Company contributions under the 401(k) plan are equal to 50% of the
first $150 contributed by each employee.

The Company sponsors a defined benefit pension plan 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.




                                      -54-

<PAGE>   55


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

<TABLE>
<CAPTION>
                                                                               Postretirement
                                                                                  Benefits
                                                                                 Other Than
                                                    Pension Benefits           Pensions as of
                                                    as of December 31            December 31
                                                   ------------------         -----------------
   Change in Benefit Obligation                    2000          1999         2000         1999
   ----------------------------                    ----          ----         ----         ----
   <S>                                          <C>           <C>           <C>           <C>
   Benefit obligation at beginning of
     the year                                   $  40,862     $  32,876     $  5,606      $   --
   Service cost                                     1,854         1,868          217          39
   Interest cost                                    2,340         1,893          495          65
   Actuarial gain                                    (499)           --           --          --
   Plan participants' contributions                   685           611           --          --
   Acquisition of Nelson                               --         4,832        1,019       5,554
   Benefits paid                                   (1,192)       (1,218)        (506)        (52)
   Foreign currency exchange rate changes          (2,728)           --           --          --
                                                ---------     ---------     --------      ------
   Benefit obligation at end of the year        $  41,322     $  40,862     $  6,831      $5,606
                                                =========     =========     ========      ======
   Change in Plan Assets
   Fair value of plan assets at beginning
     of the year                                $  36,719     $  24,755     $     --      $   --
   Actual return on plan assets                       (30)        5,838           --          --
   Employer contributions                           1,748         1,785          506          52
   Plan participants' contributions                   685           611           --          --
   Acquisition of Nelson                               --         4,948           --          --
   Benefits paid                                   (1,192)       (1,218)        (506)        (52)
   Foreign currency exchange rate changes          (2,434)           --           --          --
                                                ---------     ---------     --------      ------
   Fair value of plan assets at end of
     the year                                   $  35,496     $  36,719     $     --      $   --
                                                =========     =========     ========      ======
</TABLE>

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

<TABLE>
<CAPTION>
                                                                             Postretirement
                                                                                Benefits
                                                                               Other Than
                                                  Pension Benefits           Pensions as of
                                                  As of December 31           December 31
                                                 ------------------        ------------------
                                                 2000         1999         2000         1999
                                                 ----         ----         ----         ----
   <S>                                        <C>          <C>           <C>         <C>
   Funded status                              $   (5,826)  $   (4,143)   $  (7,221)  $  (5,606)
   Unrecognized actuarial loss                     4,793        2,373          390          --
                                              ----------   ----------    ---------   ---------
   Accrued benefit cost                       $   (1,033)  $   (1,770)   $  (6,831)  $  (5,606)
                                              ==========   ==========    =========   =========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                Postretirement
                                                                                   Benefits
                                                                                  Other Than
                                              Pension Benefits for the          Pensions as of
                                               Years Ended December 31            December 31
                                              ------------------------        ------------------
                                                  2000         1999           2000          1999
                                                  ----         ----           ----          ----
   <S>                                           <C>          <C>             <C>           <C>
   Discount rate                                 5.5-7.0%     5.5-7.0%        7.75%         7.00%
   Expected return on plan assets                8.0-9.0%     8.0-9.0%          --            --
   Rate of compensation increases                0.0-4.0%     0.0-4.0%          --            --
</TABLE>




                                      -55-
<PAGE>   56


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

<TABLE>
<CAPTION>
                                                                               Postretirement
                                                                                  Benefits
                                                                                 Other Than
                                         Pension Benefits for the              Pensions as of
                                         Years Ended December 31                 December 31
                                       ------------------------------         -----------------
                                       2000          1999        1998         2000         1999
                                       ----          ----        ----         ----         ----
   <S>                              <C>           <C>         <C>            <C>          <C>
   Service cost                     $   1,854     $   1,868   $   1,827      $   217      $   39
   Interest cost                        2,340         1,893       1,983          495          65
   Expected return on plan assets      (3,171)       (2,237)     (1,976)          --          --
   Other                                   --           185          --           --          --
                                    ---------     ---------   ---------      -------      ------
     Net periodic benefit costs     $   1,023     $   1,709   $   1,834      $   712      $  104
                                    =========     =========   =========      =======      ======
</TABLE>

For measurement purposes, a 6.2% annual rate of increase in the per capita cost
of health care benefits was assumed for 2000, decreasing to 4.5% 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):

<TABLE>
<CAPTION>
                                                                    One Percentage     One Percentage
                                                                    Point Increase     Point Decrease
                                                                    --------------     --------------
     <S>                                                            <C>                <C>
     Effect on total of service and interest cost components            $    90          $    76
                                                                        -------          -------
     Effect on the postretirement benefit obligation                    $   710          $   615
                                                                        =======          =======
</TABLE>

10. LEASES:

The Company is obligated at December 31, 2000 under various capital leases for
certain machinery and equipment, including vehicles, that expire at various
dates through 2006. 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 2005. Total
rent expense from operating leases, including month-to-month leases, was $4.2
million, $1.1 million and $852,000 for the years ended December 31, 2000, 1999
and 1998, respectively.



                                      -56-
<PAGE>   57


Aggregate future minimum lease payments as of December 31, 2000 relating to
capital leases and noncancelable operating leases with an initial term in excess
of one year are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                             Capital   Operating
                                                                              Leases     Leases
                                                                             -------   ---------
          <S>                                                                <C>        <C>
          2001                                                               $ 2,626    $ 2,698
          2002                                                                 2,453      2,510
          2003                                                                 2,298      2,328
          2004                                                                 1,876      1,968
          2005                                                                 1,025        622
          Thereafter                                                             545        332
                                                                              -------   -------
                  Total minimum lease payments                                10,823    $10,458
                                                                                        =======
          Less- Amount representing interest (rates from 4% to 8%)               967
                                                                             -------
                  Present value of net minimum capital lease
                     payments                                                  9,856
          Less- Current installments of obligations under capital leases       2,392
                                                                             -------
                  Obligations under capital leases, excluding
                     current installments                                    $ 7,464
                                                                             =======
</TABLE>

11. RELATED-PARTY TRANSACTIONS:

The Company paid approximately $1.1 million and $333,000 for management,
financial and administrative services to an affiliate, Hidden Creek Industries
("Hidden Creek") for the years ended December 31, 2000 and 1999, respectively.
In addition, Hidden Creek received fees for the consummation of the
Recapitalization, the offering of the Subordinated Notes and the acquisition of
Nelson in the aggregate amount of approximately $5.3 million for services
provided in structuring, negotiating and financing these transactions in the
year ended December 31, 1999.

The Company paid $325,000 of financial advisory fees to Windward Capital
Partners, L.P., an entity affiliated through common ownership, in the year ended
December 31, 1998.

12. FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS:

The carrying amount of cash and cash equivalents, accounts receivable, accounts
payable, accrued liabilities and the revolving credit facilities 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, 2000 and 1999, 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 was determined to be $175 million at December 31, 1999 and
$94.5 million at December 31, 2000.

The Company has 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 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 7.1%. The interest rate swap agreement
matures December 31, 2002. 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, 2000 was a liability
of $2.0 million.



                                      -57-
<PAGE>   58


13. QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a condensed summary of actual quarterly results of operations
for 2000 and 1999 (in thousands):

<TABLE>
<CAPTION>
                                                           OPERATING       NET
                                              GROSS         INCOME        INCOME
                                  SALES       PROFIT        (LOSS)        (LOSS)

          <S>                    <C>          <C>          <C>           <C>
          2000:
            First                $152,078     $ 29,498     $  20,722     $  3,382
            Second                145,031       26,927        17,685        1,374
            Third                 125,011       15,106         5,630       (6,513)
            Fourth                134,882       14,824         5,485       (7,717)
                                 --------     --------     ---------     --------
                                 $557,002     $ 86,355     $  49,522     $ (9,474)
                                 ========     ========     =========     ========
          1999:
            First                $ 75,304     $ 20,639     $  12,925     $  4,728
            Second                 78,164       21,644        (7,526)     (17,895)
            Third                  75,251       16,972         8,069       (1,733)
            Fourth                123,110       25,060        17,678        1,203
                                 --------     --------     ---------     --------
                                 $351,829     $ 84,315     $  31,146     $(13,697)
                                 ========     ========     =========     ========
</TABLE>

14. CONSOLIDATING GUARANTOR AND NON-GUARANTOR 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 11 1/2% 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.




                                      -58-

<PAGE>   59


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)

<TABLE>
<CAPTION>

                             J.L. FRENCH
                              AUTOMOTIVE                 NON-
                               CASTINGS,  GUARANTOR   GUARANTOR
                                 INC.     COMPANIES   COMPANIES   ELIMINATIONS  CONSOLIDATED
                             -----------  ---------   ---------   ------------  ------------
<S>                          <C>          <C>         <C>         <C>           <C>
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 (losses)
    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 (losses)
    of subsidiaries              10,132         --           --      (10,132)           --
                               --------   --------     --------    ---------     ---------
  Net income (loss)            $ (9,474)  $ 14,824     $ (4,692)   $ (10,132)    $  (9,474)
                               ========   ========     ========    =========     =========
</TABLE>



                                      -59-
<PAGE>   60


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)

<TABLE>
<CAPTION>
                                J.L. FRENCH
                                 AUTOMOTIVE                NON-
                                 CASTINGS,   GUARANTOR  GUARANTOR
                                    INC.     COMPANIES  COMPANIES  ELIMINATIONS CONSOLIDATED
                                -----------  ---------  ---------  ------------ ------------
<S>                             <C>          <C>        <C>         <C>          <C>
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 operating
  activities -
   Depreciation and
     amortization                    120       37,446     10,873          --        48,439
   Other non-cash items             (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 provided by
       (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
      (used for) 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
                                ========     ========   ========    ========     =========
</TABLE>



                                      -60-

<PAGE>   61



14. CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (CONTINUED):

                      J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
        CONSOLIDATING BALANCE SHEETS FOR THE YEAR ENDED DECEMBER 31, 2000
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                J.L. FRENCH
                                 AUTOMOTIVE                NON-
                                 CASTINGS,   GUARANTOR  GUARANTOR
                                    INC.     COMPANIES  COMPANIES  ELIMINATIONS CONSOLIDATED
                                -----------  ---------  ---------  ------------ ------------
<S>                             <C>          <C>        <C>        <C>          <C>
           Assets
           ------
Current assets:
 Cash and cash equivalents        $     22    $    803  $   5,228   $       --   $  6,053
 Accounts receivable, net               --      51,285     27,029           --     78,314
 Inventories                            --      29,830     10,716           --     40,546
 Other current assets                   --      13,661      6,415           --     20,076
                                  --------    --------  ---------   ----------   --------
  Total current assets                  22      95,579     49,388           --    144,989
                                  --------    --------  ---------   ----------   --------
Property, plant and equipment,
 net                                    --     185,208     98,138           --    283,346
Investment in subsidiaries         367,926          --         --     (367,926)        --
Intangible and other assets         21,361     266,088     60,760           --    348,209
                                  --------    --------  ---------   ----------   --------
                                  $386,309    $546,875  $ 208,286   $ (367,926)  $776,544
                                  ========    ========  =========   ==========   ========
Liabilities and Stockholders'
         Investment
----------------------------
Current liabilities:
  Accounts payable                $    302    $ 68,547  $  25,879   $       --   $ 94,728
  Accrued liabilities                4,596      36,797      7,406           --     48,799
  Current portion of long-
    term debt                       10,779       1,113      6,293           --     18,185
                                  --------    --------  ---------   ----------   --------
    Total current liabilities       15,677     106,457     39,578           --    161,712
                                  --------    --------  ---------   ----------   --------
Long-term debt                     422,730      41,997     72,979           --    537,706
Other non-current liabilities           --      19,029      5,766           --     24,795
Intercompany payables             (107,111)     79,648     27,463           --         --
                                  --------    --------  ---------   ----------   --------
  Total liabilities                331,296     247,131    145,786           --    724,213
                                  --------    --------  ---------   ----------   --------
Class P common stock                60,000          --         --           --     60,000
Stockholders investment:
  Common stock                          --          --         --           --         --
  Additional paid-in capital        90,887     259,808     71,446     (331,254)    90,877
  Retained earnings                (92,886)     39,936     (6,264)     (33,672)   (92,886)
  Accumulated other compre-
   hensive loss                     (2,978)         --     (2,682)          --     (5,660)
                                  --------    --------  ---------   ----------   --------
  Total stockholders'
   investment                       (4,987)    299,744     62,500     (364,926)    (7,669)
                                  --------    --------  ---------   ----------   --------
                                  $386,309    $546,875  $ 208,286   $ (364,926)  $776,544
                                  ========    ========  =========   ==========   ========
</TABLE>



                                      -61-
<PAGE>   62


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, 1999
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                J.L. FRENCH
                                 AUTOMOTIVE                NON-
                                 CASTINGS,   GUARANTOR  GUARANTOR
                                    INC.     COMPANIES  COMPANIES  ELIMINATIONS CONSOLIDATED
                                -----------  ---------  ---------  ------------ ------------
<S>                             <C>          <C>        <C>        <C>          <C>
Revenues                        $       --   $262,757   $  89,072   $      --    $ 351,829
Cost of sales                           --    194,757      72,757          --      267,514
                                ----------   --------   ---------   ---------    ---------
  Gross profit                          --     68,000      16,315          --       84,315
Selling, general and
 administrative expenses               549      8,747      10,281          --       19,577
Recapitalization expense             4,413     16,793       1,219          --       22,425
Amortization of intangible
 assets                                 27     10,246         894          --       11,167
                                ----------   --------   ---------   ---------    ---------
  Operating income                  (4,989)    32,214       3,921          --       31,146
Interest expense                    14,960     16,372       5,994          --       37,326
                                ----------   --------   ---------   ---------    ---------
  Income before income taxes,
   equity in earnings (losses)
   of subsidiaries and extra-
   ordinary loss                   (19,949)    15,842      (2,073)         --       (6,180)
Provision (benefit) for
 income taxes                       (1,921)     1,525        (199)         --         (595)
Equity in earnings (losses)
 of subsidiaries                     8,417         --          --      (8,417)          --
                                ----------   --------   ---------   ---------    ---------
  Income (loss) before
    extraordinary item              (9,611)    14,317      (1,874)     (8,417)      (5,585)
Extraordinary loss                   4,086      4,026          --          --        8,112
                                ----------   --------   ---------   ---------    ---------
  Net income (loss)             $  (13,697)  $ 10,291   $  (1,874)  $  (8,417)   $ (13,697)
                                ==========   ========   =========   =========    =========
</TABLE>



                                      -62-

<PAGE>   63


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, 1999
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                J.L. FRENCH
                                 AUTOMOTIVE                NON-
                                 CASTINGS,   GUARANTOR  GUARANTOR
                                    INC.     COMPANIES  COMPANIES  ELIMINATIONS CONSOLIDATED
                                -----------  ---------  ---------  ------------ ------------
<S>                             <C>          <C>        <C>        <C>          <C>
OPERATING ACTIVITIES:
 Net income (loss)              $ (13,697)   $  10,291   $ (1,874)  $  (8,417)    $ (13,697)
 Adjustments to reconcile net
  income (loss) to net cash
  provided by operating
  activities -
   Depreciation and
     amortization                      27       26,979      9,689          --        36,695
   Other non-cash items             6,982        2,667       (338)         --         9,311
   Earnings of subsidiaries        (8,417)          --         --       8,417            --
   Changes in other operating
    activities                   (154,517)     124,654     17,086          --       (12,777)
                                ---------    ---------   --------   ---------     ---------
    Net cash provided by
     (used for) operating
     activities                  (169,622)     164,591     24,563          --        19,532
                                ---------    ---------   --------   ---------     ---------
INVESTING ACTIVITIES:
 Acquisitions, net               (189,909)    (174,951    (14,864)    189,909      (189,815)
 Capital expenditures, net             --      (22,502)   (10,503)         --       (33,005)
                                ---------    ---------   --------   ---------     ---------
     Net cash provided by
     (used for) investing
      activities                 (189,909)    (197,453)   (25,367)    189,909      (222,820)
                                ---------    ---------   --------   ---------     ---------
FINANCING ACTIVITIES:
 Borrowings on revolving
  credit facilities                15,100        1,000     33,640          --        49,740
 Repayments on revolving
  credit facilities                    --      (16,000)   (39,403)         --       (55,403)
 Long-term borrowings             697,491           --     22,352          --       719,843
 Repayment of long-term
  borrowings                     (170,000)    (126,648)   (27,579)         --      (324,227)
 Other financing activities       (20,940)         (36)    (2,634)         --       (23,610)
 Recapitalization                (360,339)          --         --          --      (360,339)
 Capital investment               198,589      174,951     14,958    (189,909)      198,589
                                ---------    ---------   --------   ---------     ---------
     Net cash provided by
      (used for) financing
      activities                  359,901       33,267      1,334    (189,909)      204,593
                                ---------    ---------   --------   ---------     ---------
EFFECT OF EXCHANGE
 RATE CHANGES ON CASH
 AND CASH EQUIVALENTS                  --           --       (533)         --          (533)
                                ---------    ---------   --------   ---------     ---------
NET CHANGE IN CASH
 AND CASH EQUIVALENTS                 370          405         (3)         --           772
CASH AND CASH
 EQUIVALENTS:
  Beginning of period                  22          260      3,846          --         4,128
                                ---------    ---------   --------   ---------     ---------
  End of period                 $     392    $     665   $  3,843   $      --     $   4,900
                                =========    =========   ========   =========     =========
</TABLE>



                                      -63-
<PAGE>   64



14. CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (CONTINUED):



                      J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
        CONSOLIDATING BALANCE SHEETS FOR THE YEAR ENDED DECEMBER 31, 1999
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                J.L. FRENCH
                                 AUTOMOTIVE                NON-
                                 CASTINGS,   GUARANTOR  GUARANTOR
                                    INC.     COMPANIES  COMPANIES  ELIMINATIONS CONSOLIDATED
                                -----------  ---------  ---------  ------------ ------------
<S>                             <C>          <C>        <C>        <C>          <C>
           Assets
           ------
Current assets:
 Cash and cash equivalents      $    392    $    665    $   3,843    $      --   $  4,900
 Accounts receivable, net             --      58,676       23,773           --     82,449
 Inventories                          --      28,225        8,754           --     36,979
 Other current assets             (3,882)     17,536        5,679           --     19,333
                                --------    --------    ---------    ---------   --------
  Total current assets            (3,490)    105,102       42,049           --    143,661
 Property, plant and equipment,
  net                                 --     145,664       75,503           --    221,167
 Investment in subsidiaries      336,324          --           --     (336,324)        --
 Intangible and other assets      30,558     232,237       67,611           --    330,406
                                --------    --------    ---------    ---------   --------
                                $363,392    $483,003    $ 185,163    $(336,324)  $695,234
                                ========    ========    =========    =========   ========
Liabilities and Stockholders'
         Investment
-----------------------------
Current liabilities:
  Accounts payable              $     --    $ 35,255    $  21,478    $    (272)  $ 56,461
  Accrued liabilities              7,556      29,640        6,238           --     43,434
  Current portion of long-
   term debt                      21,689         126        6,585           --     28,400
                                --------    --------    ---------    ---------   --------
    Total current liabilities     29,245      65,021       34,301         (272)   128,295
                                --------    --------    ---------    ---------   --------
Long-term debt                   520,934       1,104       56,006           --    578,044
Other non-current liabilities      4,366      18,994        7,128           --     30,488
Intercompany                    (149,857)    113,000       36,585          272         --
                                --------    --------    ---------    ---------   --------
  Total liabilities              404,688     198,119      134,020           --    736,827
 Stockholders' investment:
  Common stock                        --          --           --           --         --
  Additional paid-in capital      42,589     259,808       52,975     (312,783)    42,589
  Retained earnings              (82,824)     25,112       (1,571)     (23,541)   (82,824)
  Accumulated other
   comprehensive loss             (1,061)        (36)        (261)          --     (1,358)
                                --------    --------    ---------    ---------   --------
  Total stockholders'
   investment                    (41,296)    284,884       51,143     (336,324)   (41,593)
                                --------    --------    ---------    ---------   --------
                                $363,392    $483,003    $ 185,163    $(336,324)  $695,234
                                ========    ========    =========    =========   ========
</TABLE>



                                      -64-
<PAGE>   65


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, 1998
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                              J.L. FRENCH
                               AUTOMOTIVE                   NON-
                               CASTINGS,      GUARANTOR   GUARANTOR
                                  INC.        COMPANIES   COMPANIES  ELIMINATIONS CONSOLIDATED
                              -----------     ---------   ---------  ------------ ------------
<S>                           <C>             <C>         <C>        <C>          <C>
Revenues                        $    --        $180,140    $74,203     $     --    $254,343
Cost of sales                        --         124,580     55,113           --     179,693
                                -------        --------    -------     --------    --------
  Gross profit                       --          55,560     19,090           --      74,650
Selling, general and
 administrative expenses            193           6,817      9,792           --      16,802
Amortization of intangible
 assets                              20          15,234      1,607           --      16,861
                                -------        --------    -------     --------    --------
  Operating income                 (213)         33,509      7,691           --      40,987
Interest expense                    (32)         13,896      6,669           --      20,533
                                -------        --------    -------     --------    --------
  Income before income
   taxes, equity in earnings
   (losses) of subsidiaries
   and extra-ordinary loss         (181)         19,613      1,022           --      20,454
Provision (benefit) for
 income taxes                       (65)          7,649        715           --       8,299
Equity in earnings (losses)
 of subsidiaries                 11,466              --         --      (11,466)         --
                                -------        --------    -------     --------    --------
  Income before
    extraordinary loss           11,350          11,964        307      (11,466)     12,155
Extraordinary loss                   --             805         --           --         805
                                -------        --------    -------     --------    --------
  Net income (loss)             $11,350        $ 11,159    $   307     $(11,466)   $ 11,350
                                =======        ========    =======     ========    ========
</TABLE>



                                      -65-
<PAGE>   66


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, 1998
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                               J.L. FRENCH
                                AUTOMOTIVE                   NON-
                                CASTINGS,    GUARANTOR   GUARANTOR
                                   INC.      COMPANIES   COMPANIES  ELIMINATIONS CONSOLIDATED
                               -----------   ---------   ---------  ------------ ------------
<S>                            <C>           <C>         <C>        <C>          <C>
OPERATING ACTIVITIES:
 Net income (loss)              $ 11,350     $ 11,159    $    307     $(11,466)    $  11,350
 Adjustments to reconcile net
  income (loss) to net cash
  provided by operating
  activities -
   Depreciation and
     amortization                     20       27,933       8,084           --        36,037
   Other non-cash items              104        1,527         743           --         2,374
   Earnings of subsidiaries      (11,466)          --          --       11,466            --
   Changes in other operating
    activities                     6,743      (29,055)     11,392          214       (10,706)
                                --------     --------     -------     --------     ---------
   Net cash provided by
    operating activities           6,751       11,564      20,526          214        39,055
                                --------     --------     -------     --------     ---------
INVESTING ACTIVITIES:
 Acquisitions, net               (38,965)          --     (74,085)      38,272       (74,778)
 Capital expenditures, net            --      (26,033)     (8,607)          --       (34,640)
                                --------     --------     -------     --------     ---------
     Net cash provided by
       (used for) investing
       activities                (38,965)     (26,033)    (82,692)      38,272      (109,418)
                                --------     --------     -------     --------     ---------
FINANCING ACTIVITIES:
 Borrowings on revolving
  credit facilities                   --       56,300     140,973           --       197,273
 Repayments on revolving
  credit facilities                   --      (41,300)   (138,570)          --      (179,870)
 Long-term borrowings                 --       45,000      29,474           --        74,474
 Repayment of long-term
  borrowings                          --      (59,625)     (4,532)          --       (64,157)
 Other financing activities       (4,243)          --          --           --        (4,243)
 Capital investment               36,395           --      38,018      (38,019)       36,394
                                --------     --------    --------     --------     ---------
     Net cash provided by
      (used for) financing
      activities                  32,152          375      65,363      (38,019)       59,871
                                --------     --------    --------     --------     ---------
EFFECT OF EXCHANGE
 RATE CHANGES ON CASH
 AND CASH EQUIVALENTS                 --           --         649         (467)          182
                                --------     --------    --------     --------     ---------
NET CHANGE IN CASH
 AND CASH EQUIVALENTS                (62)     (14,094)      3,846           --       (10,310)
CASH AND CASH
 EQUIVALENTS:
  Beginning of period                 84       14,354          --           --        14,438
                                --------     --------    --------     --------     ---------
  End of period                 $     22     $    260    $  3,846     $     --     $   4,128
</TABLE>




                                      -66-
<PAGE>   67


             J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES
                 SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                       For the Years Ended December 31,
                                                      ----------------------------------
                                                      2000           1999           1998
                                                      ----           ----           ----
<S>                                               <C>            <C>           <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS:

  Balance, at beginning of year                   $    2,624     $   1,353     $      553
         Additions charged to income                     556           912            945
         Other additions (1)                               0           909              0
         Write-offs, net of recoveries                  (678)         (550)          (145)
                                                  ----------     ---------     ----------
  Balance, at end of year                         $    2,502     $   2,624     $    1,353
                                                  ==========     =========     ==========

RESERVE FOR LOSS CONTRACTS:

  Balance, at beginning of year                   $   24,632     $       0     $        0
         Additions charged to income                   2,872             0              0
         Other additions (1)                          32,744        27,632              0
         Utilizations                                (23,758)       (3,000)             0
                                                  ----------     ---------     ----------
  Balance, at end of year                         $   36,490     $  24,632     $        0

</TABLE>


Notes:

(1) Allowance for doubtful accounts and reserves were assumed in the 1999
    acquisition of Nelson Metal Products Corporation.



                                      -67-