<PAGE>

                       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, 2001                                    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, 2002 was 12,408 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.

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


<PAGE>




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

                                TABLE OF CONTENTS


<TABLE>
<S>                <C>                                                                        <C>
PART I

         Item 1.    Business                                                                    3
         Item 2.    Properties                                                                 13
         Item 3.    Legal Proceedings                                                          14
         Item 4.    Submission of Matters to a Vote of Security Holders                        14

PART II

         Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters      15
         Item 6.    Selected Financial Data                                                    15
         Item 7.    Management's Discussion and Analysis of Results of Operations and
                    Financial Condition                                                        16
         Item 7A.   Quantitative and Qualitative Disclosure about Market Risk                  21
         Item 8.    Financial Statements and Supplementary Data                                22
         Item 9.    Changes in and Disagreements with Accountants on Accounting and
                    Financial Disclosure                                                       22

PART III

         Item 10.   Directors and Executive Officers of the Registrant                         23
         Item 11.   Executive Compensation                                                     24
         Item 12.   Security Ownership of Certain Beneficial Owners and Management             25
         Item 13.   Certain Relationships and Related Transactions                             27

PART IV

         Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K           31
</TABLE>



                                      -2-
<PAGE>




                                     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:

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

         French primarily sells to OEMs with Ford and GM accounting for
approximately 52% and 36% of 2001 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, Trail Blazer and Malibu. In addition, French sells to Tier 1 automotive
suppliers such as Robert Bosch, Delphi Automotive Systems, TRW and American
Axle. 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 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. 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 $506 million for the year ended December 31,
2001. 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 stock of Shoreline Industries, Inc. and
its affiliate Generation Machine, a Michigan based manufacturer of aluminum die
cast components.


                                      -3-

<PAGE>




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 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.

         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
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 2001 French
produced over 405,000 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


                                      -4-
<PAGE>
the transmission cases for the Ford Ranger truck and Explorer. French produced
668,000 of these transmission cases in 2001.

         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 bedplates. 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.

         -        Low Cost, Vertically-Integrated Manufacturer: French believes
                  that its vertically-integrated operations and highly efficient
                  manufacturing processes make it one of the lowest cost
                  manufacturers 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, Glasgow, KY, Mexico, the UK and Spain. The
                  smelting capabilities reduce overall material costs and, more
                  importantly, ensure a high quality metallurgy in the aluminum
                  die casting. 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 improve the efficiency of its
                  equipment and improve its manufacturing processes, which has
                  resulted in improved productivity.

         -        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.

         -        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 over 45 pounds with
                  aluminum die casting machines that range in size, as measured
                  in lock-up force, from 120 to 3,500 tons. With the operations
                  of JLF UK and Ansola, French 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.

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

         -        Well Positioned on High Volume Product Platforms: French is a
                  supplier on many of the highest volume product platforms,
                  including the top two and 10 of the top 20 selling vehicles in
                  the U.S. in 2001. In addition, approximately half of French's
                  2001 North American sales were derived from products
                  manufactured for light vehicles. In recent years, light trucks
                  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 Trail Blazer. French also supplies products


                                      -5-
<PAGE>




                  for high volume passenger cars including Ford's Taurus/Sable
                  and Escort/Focus and GM's Cavalier/Sunfire and Malibu.

         -        High 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 preventative process controls
                  and visual and automated quality inspections. All of French's
                  facilities worldwide are 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:

         -        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 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 improve productivity levels across all product
                  lines.

         -        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 and other Tier I
                  suppliers.

         -        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.

         -        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.

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                                                        2001         2000
         ----------------                                                        ----         ----
<S>                                                                           <C>         <C>
         Medium to Large Automotive Aluminum Die Castings
           Oil Pans........................................................       31%          30%
           Engine Front Covers.............................................        9%           9%
           Transmission Cases..............................................       12%          14%
           Other Medium to Large Aluminum Die Castings.....................       32%          31%
         Small Automotive Aluminum Die Castings............................       14%          13%
         Other Products....................................................        2%           3%
                                                                              -----------------------
           Total...........................................................      100%         100%
                                                                                =====        =====
</TABLE>


                                      -6-

<PAGE>



         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.

         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. Through its operations in the
UK, Spain and Mexico, the Company generated approximately 14% of its 2001 sales
from production of over 150 small automotive aluminum die cast components
(generally weighing less than three pounds).

         Other Products. Also, through its operations in the UK, Spain and
Mexico, French generated approximately 2% of its 2001 sales from non-automotive
aluminum die cast components, primarily small home appliances and white goods
parts.

CUSTOMERS AND MARKETING

         The North American automotive market is dominated by GM, Ford and
DaimlerChrysler, with Japanese and other foreign manufacturers accounting for
approximately 34% of the market. French's principal customers include OEMs, Tier
1 automotive suppliers and, to a very small extent, European white good
manufacturers. Approximately 88% of French's 2001 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, Continental, Delphi Automotive Systems, American
Axle, Happich, Knorr Brense, Nastech and Phoenix. Sales to these customers are
made principally through French's European operations and represented
approximately 10% of 2001 sales.

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

<TABLE>
<CAPTION>
                   Customer                                  2001            2000             1999
                   --------                                  ----            ----             ----
<S>                                                       <C>             <C>             <C>
                   Ford.................................      52%             52%              54%
                   GM...................................      36%             36%              28%
                   Tier 1 Suppliers.....................      10%              9%              12%
                   Other................................       2%              3%               6%
                                                          -----------     ----------      ------------
                     Total..............................      100%           100%             100%
                                                          ===========     ==========      ============
</TABLE>



                                      -7-

<PAGE>





         Largely as a result of its operations in the UK and Spain, 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                                        2001             2000            1999
                ------                                        ----             ----            ----
<S>                                                      <C>               <C>             <C>
                North America......................             80%               81%             70%
                Europe.............................             19%               18%             30%
                Other..............................              1%                1%             --
                                                          -----------        ----------      -----------
                  Total............................            100%              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.

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



                                      -8-
<PAGE>




<TABLE>
<CAPTION>
Customer                           Component or Assembly                               Vehicle
--------                           ---------------------                               -------
<S>                        <C>                                              <C>
OEMS:
  Ford                        Oil Pan, FEAD Bracket                           Focus
                              2.5L Modular Oil Pan, FEAD                      Ranger, Mazda, Escape,  Mondeo
                                Bracket, Bedplate
                              3.8/4.2L Oil Pan, Front Cover,                  Mustang, F-Series, Windstar
                                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, Explorer/ Mountaineer
                              2.0L Zetec FEAD Bracket                         Focus
                              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, Fiesta/Ka
                              Sigma Oil Pan                                   Fiesta/Ka
                              1.3L HCS Oil Pan                                Escort, Fiesta/Ka
                              Zetec Ladderframe                               Mondeo, Fiesta/Ka
                              2.0/2.4/3.0L Cam Carrier                        Light truck diesel engine
                              Brackets                                        Various
                              Bearing Caps                                    Various
  Ford (Jaguar)               Cam covers                                      Various
                              Fascia panels (ashtrays)                        Various, X202, X350, X400
  GM                          3.1L Oil Pan                                    Century, Regal, Skylark, Grand Prix, Grand Am,
                                                                              Malibu, Monte Carlo
                              2.4L Timing Chain Housing                       Cavalier,  Skylark, Grand Am, Sunfire
                              4.3L Oil Pan                                    Van, Sports Van, Trail Blazer, Astro, GMT800,
                                                                              S-10, GMC Jimmy, Vandura, Safari, Bravada
                              3.8L Oil Pan                                    Riviera, Park Avenue, Century, Regal
                              5.3L Oil Pan, FEAD Bracket                      GMT 800, Yukon, Silverado, Sierra, Suburban,
                                                                              Tahoe, Denali
TIER 1 SUPPLIERS:
  ACD Trident                 Motor subassembly components                    Various
  American Axle               Axle Tube                                       Various
  Boge                        Vibration control cast mounts for engines       Various
  Delphi Automotive Systems   Steering system housings and engine covers      Various GM
  Happich                     Roof rack center brackets                       Various Opel and Mercedes
  Knorr Brense                Braking systems                                 Various heavy trucks
  Nastech                     Steering column components                      Various Volkswagen
  Phoenix                     Drive-shaft control mounts                      Various
  Phoenix, Continental        Vibration-control cast mounts for engines and   Opel Astra
                              gear boxes
  Robert Bosch                Electronic circuit housings (ABS, Airbag,       Various
                              etc.)
  TRW                         Electronic power assist steering                Various
  Visteon (Hungary, Brazil,   Housing for 1.1-2.9 KW starter motors           Various
  India)
  Visteon (Portugal)          Housing for airbag electronic control units     Various
  Visteon (Spain)             Bottom covers and heatsinks for electronic      Various
                              systems
                              Bearing Caps                                    I4, Mondeo, Focus
                              OFA                                             I4, Mondeo, Focus
                              FEAD Brackets                                   Mondeo, Focus, Fiesta
  Visteon Swansea             Cover Axle New Jaguar Program                   X202
</TABLE>


                                      -9-

<PAGE>




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

         -        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.

         -        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.

         -        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 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 2002 to 2004.

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's Wisconsin operations.

         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. 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.

         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



                                      -10-
<PAGE>




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, Mexico, the UK and Spain.

         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 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.

         Quality. French believes that it is one of the highest quality
manufacturers in the automotive aluminum die casting industry and 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. Maintenance of high quality
performance ratings at all customers 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 QS 9000 certified,
which is required to be a Tier 1 supplier. JL French is currently pursuing
certification to the ISO 14001 standard and expects certification for each of
its operations in 2003.


                                      -11-
<PAGE>




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., Metaldyne, 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 as well as recently in Glasgow, UK Witham and Spain.
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 more than 300 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 or Platts. 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, 2001, the Company had 3,559 employees. Overall,
approximately 15% of French's employees are salaried and the balance are hourly.
The Company's 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
2004. 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


                                      -12-
<PAGE>




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 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
Sheboygan, Wisconsin..............     Warehouse..................................          50,000 sq. ft.           Leased
Grandville, Michigan..............     Die Casting and Machining Plant............         224,000 sq. ft.           Owned
Glasgow, Kentucky.................     Die Casting Plant..........................         175,000 sq. ft.           Owned
                                       Machining Plant............................         172,000 sq. ft.           Leased
                                       Warehouse..................................         108,000 sq. ft.           Leased
Benton Harbor,
Michigan..........................     Die Casting and Machining Plant........              50,000 sq. ft.           Leased
                                       Warehouse..................................          10,000 sq. ft.           Leased
Witham, England...................     Administrative/Die Casting and
                                         Machining Plant..........................         328,000 sq. ft.           Owned
Presteigne, Wales.................     Die Casting Plant..........................         136,000 sq. ft.           Owned
Cheshunt, England.................     Die Casting Plant..........................          44,000 sq. ft.           Leased
Birmingham, England...............     Toolmaking Plant...........................           6,000 sq. ft.           Owned
Brighouse, England................     Toolmaking Plant...........................          11,000 sq. ft.           Owned
San Andres de Echevarria,
  Spain...........................     Administrative/Die Casting and
                                         Machining Plant and warehouse............         171,000 sq. ft.           Owned
Saltillo, Mexico..................     Die Casting and Machining Plant............         147,000 sq. ft.           Owned
</TABLE>


         The Company also has sales and service offices located in Ashland,
Ohio; Dearborn, Michigan; Chihuahua and Ramos Arizpe, Mexico; Bridgend, England;
Valencia, Spain; Cologne and Dusseldorf, 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/Barren County Industrial Development Economic Authority. To secure
repayment of these bonds, French has transferred title of this facility to
Glasgow/Barren 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/Barren County for $1.00.


                                      -13-
<PAGE>




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.
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 2002. 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.

         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 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 2001.


                                      -14-
<PAGE>





                                     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 each of the
years in the five-year period ended December 31, 2001, 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, 2000 and 2001 and for each of the three years in the period
ended December 31, 2001 and the auditor's report thereon are included elsewhere
in this report. This selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" and French's Financial Statements and Notes to Financial Statements,
included elsewhere in this report.

<TABLE>
<CAPTION>
                                              Years Ended December 31,
                              1997        1998(1)      1999(2)      2000(3)        2001
                              ----        -------      -------      -------        ----
                                              (Dollars in thousands)
<S>                        <C>          <C>          <C>          <C>             <C>
Statement of Operations
Data:
  Sales                     $161,755     $254,343     $351,829     $557,002        $505,709
  Cost of sales              108,767      179,693      267,514      470,647         414,310
  Gross profit                52,988       74,650       84,315       86,355          91,399
  Selling, general and
    administrative             5,649       16,802       19,577       25,544          27,413
    expenses
  Recapitalization                --           --       22,425           --              --
    expenses
  Amortization of
    intangibles               20,680       16,861       11,167       11,289          14,735
                           ---------    ---------     --------    ---------       ---------
  Operating income            26,659       40,987       31,146       49,522          49,251
  Interest expense            13,981       20,533       37,326       62,538          53,618
                           ---------    ---------     --------    ---------       ---------
  Income (loss) before
    income taxes and
    extraordinary item        12,678       20,454       (6,180)     (13,016)         (4,367)
  Provision (benefit) for
    income taxes               4,954        8,299         (595)      (3,542)          2,555
                           ---------    ---------     --------    ---------       ---------
  Income (loss) before
    extraordinary item         7,724       12,155       (5,585)      (9,474)         (6,922)
  Extraordinary item              --          805        8,112           --              --
                           ---------    ---------     --------    ---------       ---------
  Net income (loss)           $7,724      $11,350     $(13,697)     $(9,474)        $(6,922)
                           =========    =========     ========    =========       =========
</TABLE>

<TABLE>
<CAPTION>
                                                        December 31,
                            -------------------------------------------------------------------
                               1997          1998          1999          2000          2001
                               ----          ----          ----          ----          ----
<S>                         <C>           <C>           <C>             <C>           <C>
Balance Sheet Data
  (at end of period):
    Working capital
       (deficit)            $   23,894    $   22,233    $   15,366      $(16,723)     $(48,807)
    Total assets               235,202       404,793       695,234       776,544       700,909
    Total debt                 134,391       211,580       606,444       555,891       551,241
    Total stockholders'
      investment (deficit)      76,807       124,688       (41,593)       (7,669)      (26,696)
</TABLE>

---------------------------------
(1)  Includes the results of operations of (i) JLF UK from January 12, 1998 and
     (ii) Ansola from April 30, 1998.
(2)  Includes the results of operations of (i) JLF Mexico from August 17,1999
     and (ii) Nelson from October 15, 1999.
(3)  Includes the results of operations of JLF Benton Harbor from March 17,
     2000.



                                      -15-
<PAGE>




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, 2001 TO YEAR ENDED DECEMBER 31, 2000

         Sales. Sales decreased from $557.0 million for the year ended December
31, 2000 to $505.7 million for the year ended December 31, 2001. Foreign
currency changes had the effect of reducing sales by approximately $3.7 million
for 2001. The remaining decrease was the result of lower automotive and light
truck production by the Company's customers, partially offset by new business
that began production during 2001.

         Cost of Sales. Cost of sales decreased by $56.3 million to $414.3
million in 2001 compared to $470.6 million in 2000. As a percentage of sales,
cost of sales was 81.9% in 2001 compared to 84.5% in 2000. The increase in gross
margins was the result of cost containment programs implemented by the company
during the year, and improved operating efficiencies at Nelson.

         Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased from $25.5 million in 2000 to $27.4 million in
2001. The increase was due primarily to increased staffing levels in several key
areas including executive management, finance and marketing. As a percentage of
sales, S,G&A expenses were 5.4% in 2001 compared to 4.6% in 2000.

         Amortization of Intangible Assets. Amortization expense was $14.7
million in 2001 compared to $11.3 million in 2000. Amortization expense for 2001
includes approximately $4.0 million related to the write-off of goodwill
associated with the Company's Mexican operations. Goodwill is being amortized on
a straight-line basis over 40 years.

         Interest Expense. Interest expense decreased from $62.5 million in 2000
to $53.6 million in 2001. The decrease is due to lower average interest rates
and lower average outstanding debt balances.

         Provision (Benefit) for Income Taxes. The pre tax loss for 2001 was
$4.4 million compared to the pre tax loss of $13.0 million in 2000. In 2001, the
Company recorded an income tax provision of $2.6 million, representing federal
and state taxes on earnings of domestic and foreign subsidiaries. The 2001 tax
expense results from providing a valuation allowance for tax benefits associated
with foreign losses and from amortization of non-deductible goodwill. In 2000,
the Company recorded an income tax benefit of $3.5 million, representing an
effective tax rate of 27.2%. The effective tax rate is less than the statutory
rate due to valuation allowances established for the tax benefit of foreign
losses and amortization of non-deductible goodwill.


                                      -16-
<PAGE>




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 sales 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.

LIQUIDITY AND CAPITAL RESOURCES

         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.

         In connection with the recapitalization, French and certain of its
direct and indirect subsidiaries entered into the senior credit facility that
provided for aggregate borrowings of approximately $370.0 million. 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. On November 30, 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 restrictive covenants
included in the senior credit facility.

         The Company's senior credit facility currently consists of: (a)
approximately $190.0 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. As of December
31, 2001, the Company had outstanding borrowings of approximately $325.0 million
and additional borrowing availability of approximately $39.5 million under the
senior credit facility.


                                      -17-
<PAGE>




         As of December 31, 2001, rates on borrowings under the senior credit
facility varied from 5.7% to 7.0%. 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. The Company was in compliance with the restrictive
covenants under the senior credit facility at December 31, 2001.

         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. The net proceeds of the offering of
approximately $169.6 million and $0.4 million of cash on hand were used to
retire all of the borrowings under the subordinated financing facility, $2.5
million of borrowings under the tranche A term loan and $37.5 million of
borrowings under the tranche B term loan of the senior credit facility.

         In connection with the acquisition of Nelson in October 1999, the
Company borrowed $30.0 million from Tower Automotive, Inc. in exchange for
issuance of a 7 1/2% 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. Such proceeds were used to partially fund the
Nelson acquisition.

         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. This equity investment was a condition to the amendment to
the Company's existing senior credit facility.

         Concurrent with the transaction described above, Tower Automotive
exchanged its 7 1/2% convertible subordinated promissory note for 7,124 shares
of Class A-1 common stock. The Class A-1 common stock accrues pay-in-kind
dividends at an annual rate of 7 1/2%. The dividends are payable, at the sole
election of the holder, in either (i) shares of Class A-2 common stock equal to
the amount of the dividend to be paid divided by $4,211 or (ii) shares of Class
A common stock equal to the amount of the dividend to be paid divided by
$5,896.75. As of December 31, 2001, the Company has accrued $1.9 million in
dividends which are included in additional paid-in capital. No dividends were
recorded during the fourth quarter of 2001 as the Company determined at the time
that the common stock has minimal, if any, value.

         During 2001, cash provided from operations was $37.1 million, compared
to $49.6 million for 2000. Cash generated from operations before changes in
working capital items was $55.9 million in 2001 compared to $38.6 million in
2000. Changes in working capital decreased cash by $18.8 million during 2001
compared to increasing cash by $11.0 million in 2000. The decrease in working
capital is primarily the result of a reduction in trade receivables and
inventory.

         Net cash used in investing activities was $37.2 million during 2001
compared to $108.6 million in 2000. Capital expenditures totaled $37.2 million
in 2001 and $102.9 million in 2000 and were primarily for equipment purchases
related to new or replacement programs, and new building expansions. Net cash
used in financing activities was $3.9 million in 2001 compared with cash
provided of $62.5 million in 2000.

Capital expenditures totaled approximately $37.2 million in 2001 as compared to
$102.9 million in 2000. Capital expenditures in 2001 were primarily for
equipment and dedicated tooling purchases related


                                      -18-
<PAGE>




to new or replacement programs. The Company expects that capital expenditures
will be approximately $40.0 million in 2002.

         As a result of the April 1999 recapitalization and subsequent
acquisitions, the Company has a significant amount of indebtedness. As of
December 31, 2001, the Company had approximately $551.2 million of long-term
debt, including obligations under capitalized lease obligations, and
approximately $106.3 million of stockholders' deficit. The Company's earnings
were insufficient to cover its fixed charges for the year ended December 31,
2001 by approximately $5.6 million. As of December 31, 2001, the Company had
negative working capital of $48.8 million The aggregate maturities of long-term
debt, including obligations under capital leases, for each of the five years
subsequent to December 31, 2001 are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                  Amount
                                                                  ------
<S>                                                            <C>
            2002                                               $     47,306
            2003                                                     77,150
            2004                                                     56,417
            2005                                                     41,415
            2006                                                    149,465
            2007 and thereafter                                     179,488
                                                               ------------
                                                               $    551,241
                                                               ============
</TABLE>

         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. For example, the general slowdown in the U.S.
economy that resulted in lower automotive and light truck production during 2001
had a negative impact on the Company's operations. The Company believes that,
based upon current levels of operations, it will be able to meet its debt
service obligations and other liquidity needs over the next twelve months.
Significant assumptions underlie the Company's belief that it will be able to
meet its short-term liquidity needs, including, among others things, that there
will be no further decline in automotive production levels from 2001, that there
will be no further material adverse developments in the Company's business and
that the cost improvement projects previously implemented by the Company will be
successful. There can be no assurances that these assumed events will occur.

         Over the long-term, the Company believes that it will need to
refinance, amend or restructure its existing debt arrangements to, among other
things, adjust their existing amortization schedules. If the Company is
unsuccessful in refinancing, amending or restructuring such indebtedness, the
Company would be forced to dispose of assets to obtain funds to repay such
indebtedness. There is no assurance that the Company will be successful in
refinancing, amending or restructuring its indebtedness or that asset
dispositions could be effected on a timely basis or on satisfactory terms, if at
all, or that such dispositions would be permitted by the terms of the indenture
or the senior credit facility.

         Based upon financial projections for 2002, the Company anticipates that
it will not be in compliance with a financial covenant in its senior credit
facility as of December 31, 2002. If economic and industry conditions continue
to improve over projected levels, the Company may be able to satisfy this
covenant as of the end of 2002. Alternatively, the Company will be required to
seek a waiver in such event of non-compliance from its lenders. No adjustments
to the carrying amount or classification of assets or liabilities in the
accompanying financial statements have been made with respect to this potential
event of non-compliance. In the event the Company fails to comply with this
covenant or any of the other terms of the senior credit facility, it would be in
default thereunder, and the maturity of substantially all of its long-term
indebtedness could be accelerated. In the event of such an acceleration, the
Company would need to refinance or restructure its borrowings under the senior
credit facility, as discussed above.

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.


                                      -19-
<PAGE>




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, 2001, 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 $4.0 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 4.8%. The interest rate swap
agreement matures December 31, 2003. 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, 2001
was a liability of $3.4 million, which is recorded in the Company's December 31,
2001 balance sheet.

         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

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


                                      -20-
<PAGE>

2001. With respect to goodwill and intangible assets acquired prior to July 1,
2001, the Company will apply the provisions of SFAS No. 142 beginning January 1,
2002. As of December 31, 2001, the Company has unamortized goodwill of $288.2
million that will be subject to the provisions of SFAS No. 142. Amortization
expense recorded during 2001 was $14.7 million. The Company has not yet
determined the impact of adopting SFAS No. 142 on its earnings and financial
position, including whether it will be required to recognize any transitional
impairment losses as a cumulative effect of a change in accounting principle.

         In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). SFAS No. 144
supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of" ("SFAS No. 121"). SFAS No. 144
primarily addresses significant issues relating to the implementation of SFAS
No. 121 and develops a single accounting model for long-lived assets to be
disposed of, whether previously held and used or newly acquired. The provisions
of SFAS No. 144 will be effective for fiscal years beginning after December 15,
2001. Management is currently evaluating the impact this statement will have on
the Company's financial position or results of operations.

CRITICAL ACCOUNTING POLICIES

         In December, 2001, the SEC requested that all registrants list their
most "critical accounting policies" in MD&A. The SEC indicated that a "critical
accounting policy" is one which is both important to the portrayal of the
company's financial condition and results and requires management's most
difficult, subjective or complex judgements, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain. We
believe that the following accounting policies fit this definition:

         Reserve for Doubtful Accounts. Senior management reviews the accounts
receivable aging on a monthly basis to determine if any receivables will
potentially be uncollectable. Detail reviews are conducted on any accounts
significant arrears or of material amounts. After all attempts to collect the
receivable have failed, the receivable is written off against the reserve. Based
on the information available to us, we believe our reserve for doubtful accounts
as of December 31, 2001 was adequate. However, no assurances can be given that
actual write-offs will not exceed the recorded reserve.

         Loss Contracts. The Company is committed under certain existing
agreements to supply products to its customers at selling prices, which are not
sufficient to cover the costs to produce such product. These agreements were
part of an acquisition made by the Company. In such situations, the Company
records a liability for the estimated future amount of losses. Such losses are
recognized at the time that the loss is probable and reasonably estimatable and
are recorded at the minimum amount necessary to fulfill the Company's obligation
to the customer. Losses are estimated based upon information available at the
time of the estimate, including future production volume estimates, length of
the program and selling price and product information, and adjusted as new facts
are determined. Any change in the estimate will result in a change in period
income. Refer to note 6 of the accompanying financial statements.

         Valuation of Long-Lived Assets and Investments. We periodically review
the carrying value of our long-lived assets and investments for continued
appropriateness. This review is based upon our projections of anticipated future
cash flows. While we believe that our estimates of future cash flows are
reasonable, different assumptions regarding such cash flows could materially
affect our evaluations. 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. In 2001, the current and historical operating and cash flow
losses of certain operating segments combined with forecasts that demonstrate
continuing losses prompted the Company to assess the recoverability of the
goodwill and other long-lived assets of these operating segments. Based on the
Company's assessment, the carrying value of JLF Mexico's goodwill exceeded its
fair value. Accordingly, the Company recorded in 2001 an impairment charge of
approximately $4.0 million to write down the goodwill. The impairment charge is
reflected as a non-cash charge in the accompanying consolidated statements of
operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

                                      -21-

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements of French are hereby attached to this document
beginning on page 36.

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

         None.
















                                      -22-

<PAGE>
                                    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, 2001:

<TABLE>
<CAPTION>
Name                                       Age       Principal Position(s)
----                                       ---       ---------------------
<S>                                        <C>       <C>
S.A. ("Tony") Johnson...................    61       Chairman and Director
David S. Hoyte..........................    54       President, Chief Executive Officer and Director
Mark S. Burgess.........................    42       Chief Financial Officer
Charles M. Waldon.......................    52       Chief Technical Officer and Director
Juan Manuel Orbea.......................    49       General Manager of Ansola
Anthony A. Barone.......................    52       Director
Dugald K. Campbell......................    55       Director
A. Kipp Koester.........................    63       Director
Eric J. Rosen...........................    40       Director
Scott D. Rued...........................    45       Director
Karl F. Storrie.........................    63       Director
John L. Thomson.........................    50       Director
</TABLE>

         S.A. ("Tony") Johnson has served as Chairman and a Director of French
since the recapitalization. Mr. Johnson has been the Chairman of Hidden Creek
since May 2001. From 1989 to May 2001, he was Chief Executive Officer and
President of Hidden Creek. Mr. Johnson is also a General Partner of J2R Partners
III. Prior to forming Hidden Creek, Mr. Johnson served from 1985 to 1989 as
Chief Operating Officer of Pentair, Inc., a diversified industrial company. Mr.
Johnson served as Chairman and a Director of Automotive Industries Holding,
Inc., a supplier of interior trim components to the automotive industry, from
May 1990 to August 1995. Mr. Johnson is also Chairman and 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.

         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 Executive Vice President and 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.

         Charles M. Waldon has been a Director of French since April 1996. Mr.
Waldon was named Executive Vice President and Chief Technical Officer 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.

         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.



                                      -23-

<PAGE>

         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 Allied Signal, 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.

         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 Dura
Automotive Systems, Inc.

         Scott D. Rued has served as a Director of French since April 2001. Mr.
Rued has been Chief Executive Officer and President of Hidden Creek since May
2001. From January 1994 through May 2001, he served as Executive Vice President
and Chief Financial Officer of Hidden Creek and from June 1989 through 1993 was
Vice President -- Finance and Corporate Development of Hidden Creek. Mr. Rued is
also a Director of Tower Automotive, Inc. and The Rottlund Company, Inc., a
corporation engaged in the development and sale of residential real estate.

         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.

         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 2001, 2000
and 1999 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").



                                      -24-

<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                               ANNUAL COMPENSATION
                                                                           -----------------------------
                                                              SALARY       BONUS         OTHER ANNUAL           ALL OTHER
NAME AND PRINCIPAL POSITION                                   ($)(4)       ($)(4)     COMPENSATION($)(5)   COMPENSATION($)(6)
---------------------------                                  --------     --------    ------------------   ------------------
<S>                                                <C>       <C>          <C>         <C>                  <C>
David S. Hoyte...............................
  President and Chief Executive Officer(1)         2001      $328,846     $371,000             --              $152,924


Charles M. Waldon............................      2001       350,000       78,750          2,080                 2,889
  Executive Vice President, Chief                  2000       350,000           --          2,286                 2,080
    Technical Officer(2)                           1999       350,000      400,000          2,809                 2,080

Mark S. Burgess.............................
  Executive Vice President, Chief                  2001       325,000       73,125             --                 9,524
    Financial Officer(3)                           2000        43,561      100,000             --                    --

Juan Manuel Orbea...........................       2001       205,405       24,000          6,000
  Managing Director of Ansola                      2000       202,812           --          6,000                    --
                                                   1999       204,828           --          5,000                    --

Steven Moore.................................
  Managing Director of Michigan                    2001       180,000       36,600             --                    --
    Operations(7)                                  2000       160,000           --             --                    --
                                                   1999        38,958       10,000
</TABLE>

(1)      Mr. Hoyte was appointed president and chief executive officer on
         February 7, 2001.
(2)      Mr. Waldon served as president and chief executive officer through
         February 7, 2001.
(3)      Mr. Burgess was appointed vice president and chief financial officer on
         November 6, 2000.
(4)      Includes amounts deferred by employees under French's 401(k) employee
         savings plan, pursuant to Section 401(k) of the Internal Revenue Code.
(5)      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.
(6)      Includes the value of personal benefits and perquisites.
(7)      Mr. Moore became an employee of the Company on October 15, 1999.

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, 2001, French had the following shares issued and outstanding (in
each case, rounded to the nearest share): 12,408 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 1, 2002 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


                                      -25-

<PAGE>

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.

<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 A                24              *              (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             49%             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%            (17)
                                               Class P             1,472             10%            (17)
BancAmerica Capital Investors II, L.P.(9)..    Class D-2           2,926             40%            (17)
                                               Class P               981              7%            (17)
Tower Automotive, Inc.(10).................    Class A             2,578             21%             (3)
                                               Class A-1           7,124            100%             12%
                                               Class P               692              5%            (17)
S.A. Johnson(10)(11).......................    Class A               660              5%             (3)
                                               Class C             5,165            100%             (3)
                                               Class E             3,592            100%             (3)
                                               Class P               173              1%            (17)
Charles M. Waldon(3).......................    Class A               807              7%             (3)
David S. Hoyte(16).........................        --                 --             --              --
Anthony A. Barone..........................        --                 --             --              --
Mark S. Burgess............................        --                 --             --              --
Dugald K. Campbell(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%            (17)
                                               Class P             1,472             10%            (17)
Scott D. Rued(14)..........................    Class A               232              *              (3)
                                               Class C             5,165            100%             (3)
                                               Class E             3,592            100%             (3)
                                               Class P                45              *             (17)
Eric J. Rosen(2)(3)(11)....................    Class A                24              *              (3)
                                               Class B            20,660            100%             77%
                                               Class P             6,930             49%            (17)
Gary L. Swenson(15)........................    Class A             6,093             49%             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
  (14 persons).............................    All                42,384             --              76%
</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
         48,843 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 held
         by ONEX AH LLC. Mr. Rosen disclaims beneficial ownership of all shares
         of


                                      -26-

<PAGE>

         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.
(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 Rued and all of French's other existing
         stockholders (other than the Windward Entities (as defined below)) have
         entered into a stockholders agreement pursuant to which such
         stockholders agreed to vote their shares of common stock in the same
         manner as ONEX 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 55% 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, Johnson and Rued are members
         of the board of directors of Tower. Each of Messrs. Campbell, Johnson
         and Rued disclaims beneficial ownership of the shares owned by Tower.
(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. Rued,
         Campbell and Storrie are general partners. Each of Messrs. Rued,
         Campbell and Storrie disclaims beneficial ownership of the shares owned
         by J2R Partners III. The address of each of them is c/o Hidden Creek,
         4508 IDS Center, Minneapolis, Minnesota 55402.
(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
         Avenue 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,


                                      -27-

<PAGE>

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 $5.0
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 Scott
D. Rued, (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. In March 2002 Mr.
Swenson resigned from the board. Windward has not yet designated a replacement
director. 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.

         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



                                      -28-

<PAGE>

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

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

         The Company, Onex and each of the management stockholders have agreed
that either the Company or Onex will purchase at book value, and each management
stockholder will sell, the stock held by such management stockholder in the
event such management stockholder's employment is terminated for any reason at
any time prior to French's initial public offering. After such time as the
Company becomes a public company, a management stockholder may sell his stock in
the public market, provided that, in the event the management stockholder's
employment terminates due to: (1) retirement, he can sell his stock so long as
he does not sell more than 75% of his stock during the year following his
termination; (2) his death


                                      -29-

<PAGE>

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 in 2001 and 2000. 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, Johnson and Rued 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.





                                      -30-

<PAGE>

                                     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, 2001 and 2000

                      -    Statements of Operations for the Years Ended December
                            31, 2001, 2000 and 1999

                      -    Statements of Stockholders' Investment for the Years
                            Ended December 31, 2001, 2000 and 1999

                      -    Statements of Cash Flows for the Years Ended December
                            31, 2001, 2000 and 1999

                      -    Notes to Financial Statements

               (2)    Financial Statement Schedules:

                      -    Financial Statement Schedule II -- Valuation and
                            Qualifying Accounts

               (3)    Exhibits: See "Exhibit Index" beginning on page 34.

      (b)      REPORTS ON FORM 8-K

               None.







                                      -31-

<PAGE>

                                   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, 2002                    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, 2002
------------------------------------
S.A. Johnson

/s/ David S. Hoyte                          President, Chief Executive              March 26, 2002
------------------------------------         Officer (Principal Executive
David S. Hoyte                               Officer) and Director


/s/ Charles M. Waldon                       Chief Technical Officer and             March 26, 2002
------------------------------------         Director
Charles M. Waldon

/s/ Dugald K. Campbell                      Director                                March 26, 2002
------------------------------------
Dugald K. Campbell

/s/ Anthony A. Barone                       Director                                March 26, 2002
------------------------------------
Anthony A. Barone

/s/ A. Kipp Koester                         Director                                March 26, 2002
------------------------------------
A. Kipp Koester

/s/ John L. Thomson                         Director                                March 26, 2002
------------------------------------
John L. Thomson

/s/ Eric J. Rosen                           Director                                March 26, 2002
------------------------------------
Eric J. Rosen

/s/ Scott D. Rued                           Director                                March 26, 2002
------------------------------------
Scott D. Rued

/s/ Karl F. Storrie                         Director                                March 26, 2002
------------------------------------
Karl F. Storrie

/s/ Mark S. Burgess                         Chief Financial Officer                 March 26, 2002
------------------------------------         (Principal Financial and
Mark S. Burgess                               Accounting Officer)
</TABLE>



                                      -32-

<PAGE>

                  SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH
                 REPORTS FILED PURSUANT TO SECTION 15(d) OF THE
                      EXCHANGE ACT BY NON-REPORTING ISSUERS



                                      NONE



























                                      -33-

<PAGE>
                      J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
                         EXHIBIT INDEX TO ANNUAL REPORT
                                  ON FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                                            PAGE NUMBER IN
                                                                                            SEQUENTIAL
                                                                                            NUMBERING
                                                                                            OF ALL FORM 10-K
                                                                                            AND EXHIBIT PAGES
                                                                                            -----------------
<S>      <C>                                                                                <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>




                                      -34-

<PAGE>

<TABLE>
<S>       <C>                                                                                <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.
 10.9**   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.
 18.1     Letter from independent public accountant related to change in application of           67
          accounting principle.
 99.1     Statement regarding representation from independent public accountants.                 68
</TABLE>


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



                                      -35-

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



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

We have audited the accompanying consolidated balance sheets of J. L. French
Automotive Castings, Inc. (a Delaware corporation) and Subsidiaries as of
December 31, 2001 and 2000, and the related consolidated statements of
operations, stockholders' investment and comprehensive income (loss) and cash
flows for each of the three years in the period ended December 31, 2001. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of J. L. French
Automotive Castings, Inc. and Subsidiaries as of December 31, 2001 and 2000, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States.

Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The Schedule II: Valuation
and Qualifying Accounts is presented for 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 6, 2002



                                      -36-


<PAGE>
             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>
                                                                                   2001               2000
                                                                                   ----               ----
<S>                                                                            <C>                <C>
                                   ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                    $   1,055          $    6,053
  Accounts receivable, less reserve for doubtful accounts of $2,081
    and $2,502                                                                    43,713              78,314
  Inventories                                                                     31,097              40,546
  Other current assets                                                            17,479              20,076
                                                                               ---------          ----------
    Total current assets                                                          93,344             144,989
PROPERTY, PLANT AND EQUIPMENT, NET                                               275,142             283,346
INTANGIBLE AND OTHER ASSETS, NET OF ACCUMULATED
  AMORTIZATION OF $34,454 AND $24,622                                            332,423             348,209
                                                                               ---------          ----------
                                                                               $ 700,909          $  776,544
                                                                               =========          ==========
                    LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable                                                             $  61,678          $   94,728
  Accrued liabilities                                                             33,167              48,799
  Current portion of long-term debt                                               47,306              18,185
                                                                               ---------          ----------
    Total current liabilities                                                    142,151             161,712
LONG-TERM DEBT, NET OF CURRENT PORTION                                           328,935             362,706
SUBORDINATED NOTES                                                               175,000             175,000
OTHER NONCURRENT LIABILITIES                                                      21,519              24,795
                                                                               ---------          ----------
    Total liabilities                                                            667,605             724,213

COMMITMENTS AND CONTINGENCIES (Notes 9 and 10)

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

STOCKHOLDERS' DEFICIT:
  Common stock, Class A; par value $0.01; 20,000 shares
    Authorized; 12,408 and 13,276 shares issued and outstanding                       --                  --
  Common stock, Class A-1; par value $0.01; 10,000 shares
    Authorized; 7,124 and 7,124 shares issued and outstanding                         --                  --
  Common stock, Class A-2; par value $0.01; 5,000 shares
    Authorized; 0 shares issued and outstanding                                       --                  --
  Common stock, Class B; par value $0.01; 30,000 shares
    Authorized; 20,660 and 20,660 shares issued and outstanding                       --                  --
  Common stock, Class C; par value $0.01; 6,000 shares authorized;
    5,165 and 5,165 shares issued and outstanding                                     --                  --
  Common stock, Class D-1; par value $0.01; 15,000 shares authorized;
    7,054 and 7,054 shares issued and outstanding                                     --                  --
  Common stock, Class D-2 non-voting; par value $0.01; 7,500 shares
    Authorized; 7,314 and 7,314 shares issued and outstanding                         --                  --
  Common stock, Class E; par value $0.01; 4,000 shares authorized;
    3,592 and 3,592 shares issued and outstanding                                     --                  --
  Additional paid-in capital                                                      90,476              90,877
  Accumulated deficit                                                           (106,295)            (92,886)
  Accumulated other comprehensive loss                                           (10,877)             (5,660)
                                                                               ---------          ----------
    Total stockholders' deficit                                                  (26,696)             (7,669)
                                                                               ---------          ----------
                                                                               $ 700,909          $  776,544
                                                                               =========          ==========
</TABLE>

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


                                      -37-
<PAGE>
             J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          Years Ended December 31,
                                                             -------------------------------------------------
                                                                  2001              2000              1999
                                                                  ----              ----              ----
<S>                                                          <C>              <C>               <C>
Sales                                                        $   505,709      $   557,002       $   351,829

Cost of sales                                                    414,310          470,647           267,514
                                                             -----------      -----------       -----------

  Gross profit                                                    91,399           86,355            84,315

Selling, general and administrative expenses                      27,413           25,544            19,577

Recapitalization expense                                              --               --            22,425

Amortization of intangible assets                                 14,735           11,289            11,167
                                                             -----------      -----------       -----------

  Operating income                                                49,251           49,522            31,146

Interest expense, net                                             53,618           62,538            37,326
                                                             -----------      -----------       -----------

  Loss before income taxes and
    extraordinary loss                                            (4,367)         (13,016)           (6,180)

Income tax provision (benefit)                                     2,555           (3,542)             (595)
                                                             -----------      -----------       -----------

  Loss before extraordinary loss                                  (6,922)          (9,474)           (5,585)

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

    Net loss                                                 $    (6,922)     $    (9,474)        $ (13,697)
                                                             ===========      ===========        ==========
</TABLE>


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



                                      -38-

<PAGE>
             J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT AND COMPREHENSIVE INCOME (LOSS)
                       (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                              Common Stock (Note 2)
                                                --------------------------------------------------
                                                Pre Recapitalization        Post Recapitalization
                                                ------------------          ----------------------
                                                  Shares    Amount          Shares        Amount
                                                --------    ------          ------        ------
<S>                                             <C>         <C>             <C>           <C>
BALANCE, December 31, 1998                      79,454.70    $--                --         $--
 Comprehensive loss -- Net loss                        --     --                --          --
    Foreign currency translation adjustment            --     --                --          --
      Total comprehensive loss
 Accretion of convertible redeemable

  Series A preferred stock to redemption value         --     --                --          --
 Dividends declared for convertible
  redeemable Series A preferred stock,
  $700 per share                                       --     --                --          --
 Conversion of convertible redeemable
  Series A preferred stock to common stock       3,395.58     --                --          --
 Repurchase of Pre Recapitalization
  common stock, net                            (77,501.90)    --                --          --
 Conversion of Pre Recapitalization
  to Post Recapitalization common stock         (5,348.38)    --          5,348.38          --
 Sale of Post Recapitalization common stock            --     --         37,037.36          --
 Issuance of common stock                              --     --          8,309.63          --
 Employee stock offering, net of
  subscriptions receivable (Note 2)                    --     --          2,138.44          --
                                              -----------   -----        ---------        -----
BALANCE, December 31, 1999                             --     --         52,833.81          --
Comprehensive loss -
    Net loss                                           --     --                --          --
    Foreign currency translation adjustment            --     --                --          --
      Total comprehensive loss
 Employee stock offering, net of
  subscriptions receivable (Note 2)                    --     --             85.64          --
Issuance of common stock                               --     --         11,315.32          --
Repurchase of common stock, net of loan
  Payments                                             --     --            (50.08)         --
Dividends on Class A-1 and Class P stock
                                              -----------   -----        ---------        -----
BALANCE, December 31, 2000                             --     --         64,184.69          --

Comprehensive loss -
    Net loss                                           --     --                --          --
    Initial effect of adoption of
    SFAS No. 133, net of tax                           --     --                --          --
    Change in unrealized loss on derivative
      financial instruments, net of tax                --     --                --          --
    Foreign currency translation adjustment            --     --                --          --

    Minimum pension liability, net of tax              --     --                --          --

      Total comprehensive loss
Repurchase of common stock, net of loan
  Repayments                                           --     --           (867.84)         --
Dividends on Class A-1 and Class P stock               --     --                --          --
Collection of common stock subscription
  Receivables                                          --     --                --          --
BALANCE, December 31, 2001                    -----------  ------        ---------        ------
                                                       --    $--         63,316.85         $--
                                              ===========  ======        =========        ======
</TABLE>

<Table>
<Caption>
                                                                                      Retained        Accumulated
                                                                   Additional         Earnings/          Other
                                                                     Paid-In         (Accumulated     Comprehensive
                                                                    Capital           Deficit)        Income (Loss)       Total
                                                                    -------           --------        -------------    ----------
<S>                                                                <C>               <C>              <C>              <C>
BALANCE, December 31, 1998                                           $109,034          $14,224            $1,430       $ 124,688
 Comprehensive loss -- 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                                 --               --                --              --
 Repurchase of Pre Recapitalization
  common stock, net                                                  (265,034)         (83,021)               --        (348,055)
 Conversion of Pre Recapitalization
  to Post Recapitalization common stock                                    --               --                --              --
 Sale of Post Recapitalization common stock                           156,000               --                --         156,000
 Issuance of common stock                                              35,000               --                --          35,000
 Employee stock offering, net of
  subscriptions receivable (Note 2)                                     7,589               --                --           7,589
                                                                     --------      -----------         ---------       ---------
BALANCE, December 31, 1999                                             42,589          (82,824)           (1,358)        (41,593)
Comprehensive loss -
    Net loss                                                               --           (9,474)
    Foreign currency translation adjustment                                --               --            (4,302)
      Total comprehensive loss                                                                                           (13,776)
 Employee stock offering, net of
  subscriptions receivable (Note 2)                                       360               --                --             360
Issuance of common stock                                               47,886               --                --          47,886
Repurchase of common stock, net of loan
  Payments                                                               (146)              --                --            (146)
Dividends on Class A-1 and Class P stock                                  188             (588)               --            (400)
                                                                     --------      -----------         ---------       ---------
BALANCE, December 31, 2000                                             90,877          (92,886)           (5,660)         (7,669)

Comprehensive loss -
    Net loss                                                               --           (6,922)
    Initial effect of adoption of
    SFAS No. 133, net of tax                                               --               --            (1,223)
    Change in unrealized loss on derivative
      financial instruments, net of tax                                    --               --              (864)
    Foreign currency translation adjustment                                --               --            (2,356)

    Minimum pension liability, net of tax                                  --               --              (774)

      Total comprehensive loss                                                                                           (12,139)
Repurchase of common stock, net of loan
  Repayments                                                           (2,212)              --                --          (2,212)
Dividends on Class A-1 and Class P stock                                1,687           (6,487)               --          (4,800)
Collection of common stock subscription
  Receivables                                                             124               --                --             124
BALANCE, December 31, 2001                                           --------       ----------         ---------       ---------
                                                                     $ 90,476       $ (106,295)        $ (10,877)      $ (26,696)
                                                                     ========       ==========         =========       =========
</Table>

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



                                      -39-
<PAGE>
             J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                                       -------------------------------------------
                                                                         2001             2000             1999
                                                                         ----             ----             ----
<S>                                                                  <C>              <C>              <C>
OPERATING ACTIVITIES:
  Net loss                                                           $  (6,922)       $  (9,474)       $ (13,697)
  Adjustments to reconcile net loss to net cash
   Provided by operating activities-
     Depreciation and amortization                                      56,847           48,439           36,695
     Subordinated notes discount accretion                                  --               --              170
     Deferred income taxes                                               5,971             (355)           1,029
     Extraordinary loss                                                     --               --            8,112
     Change in other operating items:
       Accounts receivable                                              33,738            3,160            8,308
       Inventories                                                       9,151           (4,200)          (7,897)
       Other current assets                                             (3,841)          (1,035)          (9,291)
       Accounts payable and accrued liabilities                        (47,574)          12,269            1,197
       Other, net                                                      (10,315)             746           (5,094)
                                                                     ---------        ---------        ---------
          Net cash provided by operating activities                     37,055           49,550           19,532
                                                                     ---------        ---------        ---------
INVESTING ACTIVITIES:
  Acquisitions, net of cash acquired                                        --           (5,614)        (189,815)
  Capital expenditures, net                                            (37,215)        (102,948)         (33,005)
                                                                     ---------        ---------        ---------
          Net cash used for investing activities                       (37,215)        (108,562)        (222,820)
                                                                     ---------        ---------        ---------
FINANCING ACTIVITIES:
  Borrowings under revolving credit facilities                          30,216          138,058           49,740
  Repayments of revolving credit facilities                            (21,740)        (142,766)         (55,403)
  Long-term borrowings                                                   8,996           19,967          719,843
  Repayment of long-term borrowings                                    (19,270)         (29,216)        (324,227)
  Debt issuance costs                                                       --           (1,287)         (19,354)
  Proceeds from sale of common stock                                        --           77,740          198,589
  Redemption of common stock in connection with
    the Recapitalization                                                    --               --         (360,339)
  Dividends paid on convertible redeemable Series A
    preferred stock                                                         --               --             (525)
  Repurchase of common stock and subscription receivable
   Repayments                                                           (2,088)              --           (3,731)
                                                                     ---------        ---------        ---------
          Net cash provided by (used for) financing activities          (3,886)          62,496          204,593
                                                                     ---------        ---------        ---------
EFFECT OF EXCHANGE RATE CHANGES

  ON CASH AND CASH EQUIVALENTS                                            (952)          (2,331)            (533)
                                                                     ---------        ---------        ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS                                 (4,998)           1,153              772
CASH AND CASH EQUIVALENTS, beginning of period                           6,053            4,900            4,128
                                                                     ---------        ---------        ---------
CASH AND CASH EQUIVALENTS, end of period                             $   1,055        $   6,053        $   4,900
                                                                     =========        =========        =========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for-
    Interest                                                         $  55,326        $  64,168        $  34,674
                                                                     =========        =========        =========
    Income taxes                                                     $     454        $   2,149        $   1,920
                                                                     =========        =========        =========
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.


                                      -40-
<PAGE>



             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. (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, to 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 $22.4 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
$5.9 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 common stock has
been accounted for as an equity transaction. In addition, the fees and expenses
related to

                                      -41-

<PAGE>




the Recapitalization of approximately $6.5 million have been recorded as a
reduction in stockholders' deficit.

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, $0.8
million at December 31, 2001 and $1.1 million at December 31, 2000, is reflected
as a reduction of additional paid-in capital in the accompanying consolidated
statements of stockholders' deficit and comprehensive income (loss).

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 holders are entitled to a return on their investment 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 return their investment at any time
after December 15, 2009. Accordingly, the Class P common stock is not included
as a component of stockholders' deficit. After Class P common stock holders
receive the return of their investment and all accrued dividends, the holders of
Class P common stock will share in any distributions ratably with holders of the
other classes of outstanding stock. The Company accrued dividends of $400,000
for the year ended December 31, 2000 and $4.8 million for the year ended
December 31, 2001. 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 pay-in-kind
dividends at an annual rate of 7 1/2%. The dividends are payable, at the sole
election of the holder, in either (i) shares of Class A-2 common stock equal to
the amount of the dividend to be paid divided by $4,211 or (ii) shares of Class
A common stock equal to the amount of the dividend to be paid divided by
$5,896.75. As of December 31, 2001 the Company has accrued $1.9 million in
dividends which are included in additional paid-in capital. No dividends were
recorded during the fourth quarter of 2001 as the Company determined at that
time that the common stock has minimal, if any, value.

During the year ended December 31, 2001, approximately 867.8 shares of Class A
common stock, at a total cost of approximately $2.7 million, were repurchased
and retired by the Company with $0.5 million used to offset outstanding
subscription receivables. Approximately 606.8 shares totaling $1.9 million were
repurchased from management holders upon termination of employment.
Approximately 261.0 shares totaling $0.8 million were repurchased in accordance
with an agreement approved by the Company's board of directors during March
2001. This agreement authorized the repurchase of approximately 522.0 shares of
the Company's Class A common stock totaling $1.6 million at a formula value as
of March 31, 2001 with 50% repurchased in July 2001 and 50% in July 2002.
Pending authorization of the executive committee of the board, the Company's
board of directors approved the repurchase and retirement of an additional 532.9
shares of the Company's Class A common stock totaling $1.6 million during
December 2001. These shares will be repurchased at a formula value as of
September 30, 2001 in increments of 33% in July 2002, 33% in July 2003 and 33%
in July 2004, subject to other buybacks.


                                      -42-
<PAGE>




Following is a summary of transactions in the Pre Recapitalization common stock
for the period from December 31, 1998 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,
  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>

Following is a summary of transactions in the Post Recapitalization common stock
for the period from April 21, 1999 through December 31, 2001:

<TABLE>
<CAPTION>
                                                                   Number of Shares
                          --------------------------------------------------------------------------------------------
                             Class A    Class A-1     Class B    Class C    Class D-1  Class D-2   Class E    Class P
                          ------------ -----------  ----------  ---------   ---------  ---------  --------   ---------
<S>                       <C>          <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   14,248.40
                          ------------ -----------  ----------  ---------   --------   --------   --------   ---------
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   14,248.40
                          ------------ -----------  ----------  ---------   --------   --------   --------   ---------
Repurchase of
  common stock                 (867.84)    --          --         --         --         --         --          --
                          ------------ -----------  ----------  ---------   --------   --------   --------   ---------
Shares outstanding,
  December 31, 2001          12,408.36    7,124.20   20,659.90   5,164.98   7,053.59   7,313.94   3,591.88   14,248.40
                          ============ ===========  ==========  =========   ========   ========   ========   =========
</TABLE>

3.   SIGNIFICANT ACCOUNTING POLICIES:

PRINCIPLES OF CONSOLIDATION AND PRESENTATION

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


                                      -43-
<PAGE>




ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Effective January 1, 2001, the Company adopted Statements of Financial
Accounting Standards (SFAS No. 133), "Accounting for Derivative Instruments and
Hedging Activities". 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. The statement requires
that changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item and requires that a company must formally document,
designate and assess the effectiveness of transactions that receive hedge
accounting.

The Company entered into an interest rate swap agreement during 2000 with a
bank, having a notional amount of $75 million, to reduce the impact of changes
in interest rates on its floating rate long-term debt. This agreement
effectively changes the Company's interest rate exposure on $75 million of
floating rate debt from a LIBOR base rate to a fixed base rate. The original
agreement set a base rate of 6.6%. Effective October 31, 2001, the agreement was
amended to set a base rate of 4.8%. The Company is required to prepay interest
to obtain the fixed base rate of 4.8%. Prepayment of interest as of December 31,
2001 was $1.3 million. The interest rate swap agreement, which matures December
31, 2003, has been designated as, and meets the criteria for a cash flow hedge.
Initial adoption of SFAS No. 133 on January 1, 2001, resulted in the recording
of a liability for the fair value of the swap agreement, net of taxes, of $2.1
million as a component of accumulated other comprehensive loss. The Company is
exposed to credit loss in the event of nonperformance by the other parties to
the interest rate swap agreement. However, the Company does not anticipate
nonperformance by the counterparties. The fair value of the interest rate swap
as of December 31, 2001 was a liability of $3.4 million.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141, Business Combinations
("SFAS No. 141") and No. 142, Goodwill and Other Intangible Assets ("SFAS No.
142"). SFAS No. 141 requires all business combinations initiated after June 30,
2001 to be accounted for using the purchase method. Under SFAS No. 142, goodwill
and intangible assets with indefinite lives are no longer amortized but are
reviewed annually, or more frequently if impairment indicators arise, for
impairment. Separable intangible assets that are not deemed to have indefinite
lives will continue to be amortized over their useful lives but with no maximum
life.The amortization provisions of SFAS No. 142 apply to goodwill and
intangible assets acquired after June 30, 2001. With respect to goodwill and
intangible assets acquired prior to July 1, 2001, the Company will apply the
provisions of SFAS No. 142 beginning January 1, 2002. As of December 31, 2001,
the Company has unamortized goodwill of $288.2 million that will be subject to
the provisions of SFAS No. 142. Amortization expense recorded during 2001 was
$14.7 million. The Company has not yet determined the impact of adopting SFAS
No. 142 on its earnings and financial position, including whether it will be
required to recognize any transitional impairment losses as a cumulative effect
of a change in accounting principle.

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-lived Assets" ("SFAS No. 144"). SFAS No. 144 supercedes SFAS
No. 121, "Accounting for the Impairment of Long-lived Assets and for Long-Lived
Assets to Be Disposed Of" ("SFAS No. 121"). SFAS No. 144 primarily addresses
significant issues relating to the implementation of SFAS No. 121 and develops a
single accounting model for long-lived assets to be disposed of, whether
previously held and used or newly acquired. The provisions of SFAS No. 144 will
be effective for fiscal years beginning after December 15, 2001. Management is
currently evaluating the impact this statement will have on the Company's
financial position or results of operations.


                                      -44-
<PAGE>





FINANCIAL INSTRUMENTS

The carrying amount of cash and cash equivalents, accounts receivable, accounts
payable and accrued liabilities approximate fair value, because of the short
maturity of these instruments. The fair value of long-term debt is based on
quoted market prices for the same or similar issues or on the current rates
offered to the Company for a term equal to the same remaining maturities. As of
December 31, 2001 and 2000, 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
$58.8 million at December 31, 2001 and $94.5 million at December 31, 2000.

CASH AND CASH EQUIVALENTS

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

INVENTORIES

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

Inventories consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                           December 31
                                                        ----------------
                                                        2001        2000
                                                        ----        ----
<S>                                                    <C>        <C>
            Raw materials                              $15,530    $ 15,339
            Work-in-process                              7,314      14,971
            Finished goods                               8,253      10,236
                                                       -------    --------
                                                       $31,097    $ 40,546
                                                       =======    ========
</TABLE>

OTHER CURRENT ASSETS

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

<TABLE>
<CAPTION>
                                                           December 31
                                                        ----------------
                                                        2001        2000
                                                        ----        ----
<S>                                                    <C>        <C>
            Customer tooling-in-progress               $ 9,365    $  5,814
            Deferred income tax assets                   4,121      10,344
            Other                                        3,993       3,918
                                                       -------    --------
                                                       $17,479    $ 20,076
                                                       =======    ========
</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
within one operating cycle. Costs are deferred until reimbursed by the customer.
Forecasted losses on incomplete projects are recognized currently.


                                      -45-
<PAGE>




PROPERTY, PLANT AND EQUIPMENT

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

<TABLE>
<CAPTION>
                                                                                    December 31
                                                                               ----------------------
                                                                                2001          2000
                                                                               --------     ---------
<S>                                                                           <C>          <C>
            Land and land improvements                                         $  6,596     $   7,431
            Buildings                                                            81,294        78,114
            Machinery and equipment                                             301,646       259,321
            Furniture, fixtures and other                                         5,483         5,248
            Construction in progress                                             14,084        27,410
                                                                               --------     ---------
                                                                                409,103       377,524
            Less- Accumulated depreciation and amortization                    (133,961)      (94,178)
                                                                               --------     ---------
            Net property, plant and equipment                                  $275,142     $ 283,346
                                                                               ========     =========
</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, fixtures and other                                                 3 to 10 years
</TABLE>

Depreciation and amortization expense was approximately $42.1 million, $37.2
million and $24.9 million for the years ended December 31, 2001, 2000, and 1999,
respectively.

The Company capitalizes interest cost as a component of the cost of construction
in progress. Interest costs of $1,210,000, $1,391,000 and $237,000 were
capitalized for the years ended December 31, 2001, 2000 and 1999. The Company
had buildings and machinery under capital leases of $16.5 million as of December
31, 2001 and $24.7 million as of December 31, 2000. Accumulated amortization of
these assets was $4.1 million as of December 31, 2001 and $3.7 million as of
December 31, 2000. These assets and accumulated amortization are included in the
table above.

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

INTANGIBLE AND OTHER ASSETS

Intangible and other assets consisted of the following (in thousands):
<TABLE>
<CAPTION>
                                                                                    December 31
                                                                               ----------------------
                                                                                2001          2000
                                                                               --------     ---------
<S>                                                                           <C>           <C>
            Goodwill                                                          $  316,925    $  323,885
            Debt issuance costs and other                                         22,197        21,330
                                                                              ----------    ----------
                                                                                 339,122       345,215
            Less-Accumulated amortization                                        (34,454)      (24,622)
                                                                              ----------    ----------
            Net intangible assets                                                304,668       320,593
            Deferred income tax assets, net                                       27,755        27,616
                                                                              ----------    ----------
            Intangible and other assets, net                                  $  332,423    $  348,209
                                                                              ==========    ==========
</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. Through December 31, 2001 goodwill was
amortized on a straight-line basis over 40 years. The Company adopted the
provisions


                                      -46-
<PAGE>




of SFAS No. 142 on January 1, 2002. Under SFAS No. 142, companies will no longer
amortize goodwill. Debt financing costs are amortized over the term of the
applicable agreement.

RECOVERABILITY OF LONG-LIVED ASSETS

The Company periodically evaluates whether events and circumstances have
occurred which may affect the estimated useful life or the recoverability of the
remaining balance of its 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. In 2001, the current and historical
operating and cash flow losses of certain operating segments combined with
forecasts that demonstrate continuing losses prompted the Company to assess the
recoverability of the goodwill and other long-lived assets of these operating
segments. Based on the Company's assessment, the carrying value of JLF Mexico's
goodwill exceeded its fair value. Accordingly, the Company recorded an
impairment charge of approximately $4.0 million to write down the goodwill. The
impairment charge is reflected as a non-cash charge in the accompanying
consolidated statements of operations.

ACCRUED LIABILITIES

Accrued liabilities consisted of the following (in thousands):
<TABLE>
<CAPTION>
                                                                                     December 31
                                                                               -----------------------
                                                                                  2001         2000
                                                                               ---------    ---------
<S>                                                                            <C>          <C>
            Compensation and benefits                                          $  14,160    $  11,847
            Loss contracts                                                         5,113       20,196
            Interest                                                               6,034        8,032
            Other                                                                  7,860        8,724
                                                                               ---------    ---------
                                                                               $  33,167    $  48,799
                                                                               =========    =========
</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.

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, and adjusted as new facts are determined. The remaining liability
was approximately $8.9 million as of December 31, 2001 and $36.5 million as of
December 31, 2000. Of these amounts, $3.8 million and $16.3 million are included
in other noncurrent liabilities in the accompanying consolidated balance sheets.


                                      -47-

<PAGE>


FOREIGN CURRENCY TRANSLATION

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

COMPREHENSIVE INCOME (LOSS)

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

USE OF ESTIMATES

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

RECLASSIFICATIONS

Certain amounts previously reported in the 2000 consolidated financial
statements have been reclassified to conform to the 2001 presentation. These
reclassifications had no effect on previously reported net loss or stockholders'
deficit.

4.   LONG-TERM DEBT:

Long-term debt consisted of the following (in thousands):
<TABLE>
<CAPTION>

                                                                                    December 31
                                                                            ---------------------------
                                                                                2001          2000
                                                                             -----------   -----------
<S>                                                                          <C>           <C>
            Senior credit facility:
               Revolving credit facility, due April 2005,
                 interest at prime plus 2.25% or LIBOR plus 3.25%
                 (7.0% at December 31, 2001)                                 $    25,213   $    17,168
               Tranche A term loan, due April 2005
                 interest at prime plus 2.00%
                 or LIBOR plus 3.25%
                 (5.675% at December 31, 2001)                                   149,881       163,210
               Tranche B term loan, due October 2006
                 interest at prime plus 2.25% or LIBOR plus 3.50%
                 (5.925% at December 31, 2001)                                   149,904       150,704
                                                                             -----------   -----------
                    Total senior credit facility                                 324,998       331,082
            Unsecured sterling loan notes                                         22,599        23,655
            Peseta term loans                                                     10,761        10,086
            Obligations under capital leases (Note 10) and other                  17,883        16,068
                                                                             -----------   -----------
                                                                                 376,241       380,891
            Less- Current portion                                                (47,306)      (18,185)
                                                                             -----------   -----------
                                                                             $   328,935   $   362,706
                                                                             ===========   ===========
</TABLE>


                                      -48-
<PAGE>





SENIOR CREDIT FACILITY

In connection with the Recapitalization, French and certain 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.

As of December 31, 2001, the total borrowing availability under the revolving
credit facility was $39.5 million. As of December 31, 2001, the Company had
outstanding standby letters of credit of $25.3 million which expire no later
than 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 were 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, among other
restrictions. Based upon financial projections for 2002, the Company anticipates
that it will not be in compliance with a financial covenant in its senior credit
facility as of December 31, 2002. If economic and industry conditions continue
to improve over projected levels, the Company may be able to satisfy this
covenant as of the end of 2002. Alternatively, the Company would be required to
seek a waiver in such event of non-compliance from its lenders. No adjustment to
the carrying amount or classification of assets or liabilities in the
accompanying financial statements have been made with respect to this potential
event of non-compliance. In the event the Company fails to comply with this
covenant or any of the other terms of the senior credit facility, it would be in
default thereunder, and the maturity of substantially all of its long-term
indebtedness could be accelerated. In the event of such an acceleration, the
Company would need to refinance or restructure its borrowing under the senior
credit facility. 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. The Company was in compliance with all covenants as
of December 31, 2001.

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 through 2005. The effective
interest rate in 2001 was approximately 4.9%.


                                      -49-
<PAGE>




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, 2001. 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 Sterling 10,000.
The loan notes are guaranteed by letter of credit under the revolving credit
facility which matures 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, 2001 are as
follows (in thousands):

<TABLE>
<CAPTION>
                                                                  Amount
                                                                  ------
<S>                                                            <C>
            2002                                               $     47,306
            2003                                                     77,150
            2004                                                     56,417
            2005                                                     41,415
            2006                                                    149,465
            2007 and thereafter                                       4,488
                                                               ------------
                                                               $    376,241
                                                               ============
</TABLE>


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 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


                                      -50-
<PAGE>




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 at 5%. As
shipments of parts under these contracts are made, the loss contract reserve is
reduced based on the per part loss. The reserve was reduced by $29.4 million for
the year ended December 31, 2001 and $23.8 million for the year ended December
31, 2000. In addition to utilization in 2001, the reserve was reduced by $7.0
million due to agreement with a customer of a price increase on a loss contract
part that will occur during 2002. Interest expense recognized related to loss
contracts was $1.8 million for the year ended December 31, 2001 and $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.

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.

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
                                                    ---------------------------------
                                                     2001        2000        1999
                                                     ----        ----        ----
<S>                                                 <C>          <C>         <C>
            Domestic                                $   7,034    $(7,985)    $(4,109)
            Foreign                                   (11,401)    (5,031)     (2,071)
                                                    ---------   --------    --------
                           Total                    $  (4,367)  $(13,016)   $ (6,180)
                                                    =========   ========    ========
</TABLE>

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

<TABLE>
<CAPTION>
                                                         Years Ended December 31
                                                    --------------------------------
                                                     2001         2000        1999
                                                     ----         ----        ----
<S>                                                 <C>         <C>         <C>
             Current                                $ (10,324)  $ (2,615)   $ (1,763)
             Deferred                                  12,879       (355)      1,029
             Foreign                                       --       (572)        139
                                                    ---------   --------    --------
                            Total                   $   2,555   $ (3,542)   $   (595)
                                                    =========   ========    ========
</TABLE>

                                      -51-

<PAGE>




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

<TABLE>
<CAPTION>
                                                                                     December 31
                                                                               -----------------------
                                                                                  2001         2000
                                                                                  ----         ----
<S>                                                                            <C>          <C>
            Current deferred income tax assets:
               Accounts receivable                                             $   1,003    $   1,221
               Inventories                                                           442          125
               Accrued vacation and other                                            743          305
               Loss contracts                                                      1,933        8,693
                                                                               ---------     --------
                          Total                                                $   4,121     $ 10,344
                                                                               =========     ========

            Non-current deferred income tax assets (liabilities):
               Employee benefit plans                                          $   2,898    $   4,140
               Loss contracts                                                      1,494        5,179
               Other liabilities                                                     233           --
               Cash flow hedge                                                     1,524           --
               Foreign net operating loss carryforwards                            4,340          350
               State tax credit and net operating loss carryforwards              10,079       11,764
               Federal net operating loss carryforwards                           36,059       22,487
               Depreciation                                                      (13,683)      (9,553)
               Amortization of intangible assets                                  (1,813)       4,011
                                                                               ---------     --------
                            Subtotal                                              41,131       38,378
               Valuation allowance                                               (13,376)     (10,762)
                                                                               ---------     --------
                            Total                                              $  27,755     $ 27,616
                                                                               =========     ========
</TABLE>

Management has established valuation allowances for a majority of the state tax
credit and state net operating loss carryforwards and all of the foreign net
operating loss carryforwards as management is unable to conclude that it is more
likely than not that sufficient taxable income will be generated in the
necessary jurisdictions to fully realize these tax benefits. A valuation
allowance has not been provided for the Company's remaining deferred tax assets.
The Company will continue to evaluate the need for a valuation allowance, and at
such time it is determined that it is more likely than not that such deferred
tax assets would not be realizable, a valuation allowance will be recorded.

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
                                                                  ------------------------------
                                                                    2001       2000       1999
                                                                  -------    -------     -------
<S>                                                               <C>        <C>         <C>
                           Federal benefit at statutory rates      (35.0)%    (35.0)%     (35.0)%
                           State tax provision, net of federal       7.6       (1.8)       (9.2)
                           benefit
                           Non-deductible goodwill                  14.7        8.0        11.0
                           Foreign sales corporation               (16.1)      (4.7)       (2.8)
                           Valuation allowance                      86.3        7.0        18.3
                           Other, net                                1.0       (0.7)        8.1
                                                                  -------    -------     -------
                                                                    58.5%     (27.2)%      (9.6)%
                                                                  =======    =======     =======
</TABLE>


The Company has approximately $12.3 million of state tax credit carryforwards
which expire through 2016, $44.0 million of state net operating loss
carryforwards which expire between 2014 and 2021, $12.4 million of foreign net
operating loss carryforwards which expire in 2016 and $112.5 million of federal
net operating loss carryforwards which expire in 2018 to 2021. No provision has
been made for U.S. income taxes related to undistributed earnings of foreign
subsidiaries that are intended to be permanently reinvested.




                                      -52-
<PAGE>





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,
                                   ------------------------------------------------------------------------------
                                          2001                         2000                         1999
                                   ---------------------        --------------------        ---------------------
                                                 Long-                        Long-                       Long-
                                                 Lived                        Lived                       Lived
                                   Sales         Assets          Sales        Assets         Sales        Assets
                                   -----         ------          -----        ------         -----        ------
<S>                               <C>            <C>           <C>           <C>          <C>            <C>
     North America                $425,588       $185,011      $473,910      $194,350     $265,520       $154,324
     Europe                         80,121         90,131        83,092        88,996       86,309         66,843
                                  --------       --------      --------      --------     --------       --------
                                  $505,709       $275,142      $557,002      $283,346     $351,829       $221,167
                                  ========       ========      ========      ========     ========       ========
</TABLE>

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

<TABLE>
<CAPTION>
                                                    2001           2000           1999
                                                    ----           ----           ----
<S>                                                <C>            <C>         <C>
             North America                         $406,541       $452,964    $   246,797
             Europe                                  94,233        102,546        104,451
             Other foreign locations                  4,935          1,492            581
                                                   --------       --------     ----------
                                                   $505,709       $557,002     $  351,829
                                                   ========       ========     ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                    2001           2000          1999
                                                                    ----           ----          ----
<S>                                                               <C>            <C>           <C>
       Medium to large automotive aluminum die castings
         Oil pans                                                   $155,525       $167,535      $108,880
         Engine front covers                                          46,038         48,023        49,631
         Transmission cases                                           62,697         75,969        49,625
         Other medium to large die castings                          159,121        176,325        54,621
       Small automotive aluminum die castings                         72,653         71,311        71,258
       Other products                                                  9,675         17,839        17,814
                                                                    --------       --------    ----------
       Total                                                        $505,709       $557,002    $  351,829
                                                                    ========       ========    ==========
</TABLE>

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, 2001 were as follows:

<TABLE>
<CAPTION>
                                                       Years Ended December 31
                                                       -----------------------
                                                       2001     2000      1999
                                                       ----     ----      ----
<S>                                                   <C>      <C>      <C>
                          Ford                           52%      52%      54%
                          GM                             36       36       28
</TABLE>

As of December 31, 2001 and 2000, receivables from these customers represented
62% and 64% of total accounts receivable, respectively.


                                      -53-
<PAGE>




9.   EMPLOYEE BENEFIT PLANS:

The Company has a noncontributory defined contribution retirement plan covering
certain U.S. employees after one year of service. Under the terms of the plan,
contributions made by the Company are based on the number of hours worked by
each participant. The Company's rate is $1.00 per hour of qualified service. The
expense for the years ended December 31, 2001, 2000 and 1999 was $2.0 million,
$1.9 million and $1.7 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 $300 contributed by each employee in 2001 and 50% of the first $150
contributed by each employee in 2000. The expense for the years ended December
31, 2001 and 2000 was $29,000 and $32,000, respectively.

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.

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                   2001          2000           2001          2000
            ----------------------------                   ----          ----           ----          ----
<S>                                                       <C>           <C>         <C>            <C>
Benefit obligation at beginning of the year               $  41,322     $  40,862   $      6,831   $     6,625
Service cost                                                  1,620         1,854            242           217
Interest cost                                                 2,443         2,340            531           495
Actuarial loss/(gain)                                           794          (499)            --            --
Plan participants' contributions                                503           685             --            --
Benefits paid                                                (1,083)       (1,192)          (298)         (506)
Foreign currency exchange rate changes                       (1,014)       (2,728)            --            --
Amendment to Nelson plan                                        166            --             --            --
                                                          ---------     ---------   ------------   -----------
Benefit obligation at end of the year                     $  44,751     $  41,322   $      7,306   $     6,831
                                                          =========     =========   ============   ===========

                Change in Plan Assets
                ---------------------
Fair value of plan assets at beginning of the year        $  35,496     $  36,719   $         --   $        --
Actual return on plan assets                                 (5,612)          (30)            --            --
Employer contributions                                        1,819         1,748            298           506
Plan participants' contributions                                503           685             --            --
Benefits paid                                                (1,083)       (1,192)          (298)         (506)
Foreign currency exchange rate changes                         (850)       (2,434)                          --
                                                          ---------     ---------   ------------   -----------
Fair value of plan assets at end of the year              $  30,273     $  35,496   $         --   $        --
                                                          =========     =========   ============   ===========
</TABLE>


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


                                      -54-
<PAGE>
<TABLE>
<CAPTION>
                                                                                          Postretirement
                                                                                             Benefits
                                                                                           Other Than
                                                             Pension Benefits            Pensions as of
                                                            As of December 31              December 31
                                                       ---------------------------   ------------------------
                                                           2001          2000           2001          2000
                                                           ----          ----           ----          ----
<S>                                                    <C>            <C>            <C>            <C>
Funded status                                          $    (14,478)  $    (5,826)   $   (7,907)    $  (7,221)
Unrecognized actuarial loss                                  14,066         4,793           601           390
Unrecognized prior service cost                                 166            --            --            --
                                                       ------------   -----------    ----------     ---------
Accrued benefit cost                                   $       (246)  $    (1,033)   $   (7,306)    $  (6,831)
                                                       ============   ===========    ==========     =========
</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
                                                        ---------------------------   ------------------------
                                                           2001          2000           2001          2000
                                                           ----          ----           ----          ----
<S>                                                     <C>           <C>             <C>           <C>
Discount rate                                             5.5-7.25%       5.5-7.0%         7.25%         7.75%
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%            --            --
Measurement date                                           10/31/01       12/31/00      10/31/01      12/31/00
</TABLE>

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
                                       ----------------------------------     -----------------------------------
                                        2001         2000          1999        2001          2000         1999
                                        ----         ----          ----        ----          ----         ----
<S>                                    <C>         <C>           <C>          <C>          <C>           <C>
Service cost                           $ 1,620     $  1,854      $  1,868     $   242      $   217       $    39
Interest cost                            2,443        2,340         1,893         531          495            65
Expected return on plan assets          (3,113)      (3,171)       (2,237)         --           --            --
Other                                      101           --           185          --           --            --
                                       -------     --------      --------     -------      -------       -------
Net periodic benefit costs             $ 1,051     $  1,023      $  1,709     $   773      $   712       $   104
                                       =======     ========      ========     =======      =======       =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                                 One Percentage        One Percentage
                                                                 Point Increase        Point Decrease
                                                                 --------------        --------------
<S>                                                             <C>                <C>
Effect on total of service and interest cost components               $   97             $   (83)
                                                                      ======             =======
Effect on the postretirement benefit obligation                       $  849             $  (733)
                                                                      ======             =======
</TABLE>

10.  LEASES:

The Company is obligated at December 31, 2001 under various capital leases for
certain machinery and equipment, including vehicles, that expire at various
dates through 2005. Amortization of assets held under capital leases is included
in depreciation expense.


                                      -55-
<PAGE>


The Company also leases buildings, vehicles, machinery and equipment under
noncancelable operating leases expiring on various dates through 2011. Total
rent expense from operating leases, including month-to-month leases, was $7.3
million, $4.2 million and $1.1 million for the years ended December 31, 2001,
2000 and 1999, respectively.

Aggregate future minimum lease payments as of December 31, 2001 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>
            2002                                                               $ 3,612     $ 5,599
            2003                                                                 3,142       5,263
            2004                                                                 2,487       3,413
            2005                                                                 1,806       2,509
            2006                                                                   592       1,725
            Thereafter                                                              --       2,828
                                                                               -------     -------
                     Total minimum lease payments                              $11,639     $21,337
                                                                                           =======
            Less- Amount representing interest (rates from 5% to 11%)            1,229
                                                                               -------
                     Present value of net minimum capital lease payments
                                                                                10,410
            Less- Current installments of obligations under capital leases       2,974
                                                                               -------
                     Obligations under capital leases, excluding current
                          installments                                         $ 7,436
                                                                               =======
</TABLE>

11.   RELATED-PARTY TRANSACTIONS:

The Company paid approximately $1.1 million, $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, 2001, 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.

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

12.   QUARTERLY FINANCIAL DATA (UNAUDITED)

The following is a condensed summary of actual quarterly results of operations
for 2001 and 2000 (in thousands):

<TABLE>
<CAPTION>
                                                                       OPERATING          NET
                                                          GROSS       -----------    --------------
                                           SALES          PROFIT        INCOME        INCOME (LOSS)
                                           -----          ------        ------        -------------
<S>                                       <C>           <C>           <C>            <C>
             2001:
               First                      $134,556       $ 16,413       $   5,820        $  (5,364)
               Second                      137,808         23,810          12,773           (1,973)
               Third                       112,318         22,068          13,436              (34)
               Fourth                      121,027         29,108          17,222              449
                                          --------       --------       ---------        ---------
                                          $505,709       $ 91,399       $  49,251        $  (6,922)
                                          ========       ========       =========        =========
             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)
                                          ========       ========       =========        =========
</TABLE>


                                      -56-

<PAGE>




Due to information that became available in the fourth quarter of 2001, the
Company recorded an increase in pre-tax income of $9.0 million for non-recurring
items. Approximately $6.0 million of income associated with the resolution of
customer commercial issues, including program cancellation costs, pricing
discrepancies, scrap buyback, overtime charges and under-amortized capital was
recorded. Other adjustments included a $7.0 million reduction in the Company's
loss contract reserve (Note 6) and a $4.0 million charge associated with the
removal of Mexican goodwill under FAS 121 (Note 3).

13.  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.


                                      -57-
<PAGE>




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


                      J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
   CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2001
                             (AMOUNTS IN THOUSANDS)



<TABLE>
<CAPTION>
                                   J.L. FRENCH
                                    AUTOMOTIVE                       NON-
                                     CASTINGS,     GUARANTOR      GUARANTOR
                                       INC.        COMPANIES      COMPANIES     ELIMINATIONS  CONSOLIDATED
                                   -----------     ---------      ---------     ------------  ------------

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


                                      -58-

<PAGE>
13. CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (CONTINUED):



                      J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
   CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2001
                             (AMOUNTS IN THOUSANDS)

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

                                      -59-


<PAGE>
13. CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (CONTINUED):



                      J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
              CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2001
                             (AMOUNTS IN THOUSANDS)


<TABLE>
<CAPTION>
                                   J.L. FRENCH
                                   AUTOMOTIVE                        NON-
                                    CASTINGS,       GUARANTOR     GUARANTOR
                                       INC.         COMPANIES     COMPANIES    ELIMINATIONS   CONSOLIDATED
                                   -----------      ---------     ---------    ------------   ------------
             Assets
<S>                                <C>            <C>            <C>          <C>            <C>
Current assets:
 Cash and cash equivalents          $        8     $      32     $     1,015   $        --    $     1,055
 Accounts receivable, net                   --        27,571          19,460        (3,318)        43,713
 Inventories                                --        22,747           8,350            --         31,097
 Other current assets                   (2,282)       14,081           5,680            --         17,479
  Total current assets              ----------     ---------     -----------   -----------    ------------
                                        (2,274)       64,431          34,505        (3,318)        93,344

 Property, plant and equipment,
  Net                                       --       175,533          99,609            --        275,142
 Investment in subsidiaries            321,264            --              --      (321,264)            --
 Intangible and other assets            51,665       231,604          49,154            --        332,423
                                    ----------     ---------     -----------   -----------    ------------
                                    $  370,655     $ 471,568     $   183,268   $  (324,582)   $   700,909
                                    ==========     =========     ===========   ===========    ============
  Liabilities and Stockholders'
      Investment (Deficit)
Current liabilities:
  Accounts payable                  $       --     $  46,046     $    15,632   $        --    $    61,678
  Accrued liabilities                    6,207        19,802           7,158            --         33,167
  Current portion of long-
   term debt                            38,987           222           8,097            --         47,306
                                    ----------     ---------     -----------   -----------    ------------
    Total current liabilities           45,194        66,070          30,887            --        142,151
                                    ----------     ---------     -----------   -----------    ------------
Long-term debt                         388,445        41,828          73,662            --        503,935
Other non-current liabilities            8,564        12,310             645            --         21,519
Intercompany                          (109,611)       82,919          30,010        (3,318)            --
                                    ----------     ---------     -----------   -----------    ------------
  Total liabilities                    332,592       203,127         135,204        (3,318)       667,605

Class P common stock                    60,000            --              --            --         60,000

Stockholders' investment
(deficit):
  Additional paid-in capital            90,476       259,808          71,446      (331,254)        90,476
  Retained earnings
    (accumulated deficit)             (106,295)        9,408         (19,398)        9,990       (106,295)
  Accumulated other
   comprehensive loss                   (6,118)         (775)         (3,984)           --        (10,877)
                                    ----------     ---------     -----------   -----------    ------------
  Total stockholders' investment
   (deficit)                           (21,937)      268,441          48,064      (321,264)       (26,696)
                                    ----------     ---------     -----------   -----------    ------------
                                    $  370,655     $ 471,568     $   183,268   $  (324,582)   $   700,909
                                    ==========     =========     ===========   ===========    ============
</TABLE>


                                      -60-
<PAGE>
13. 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
    of subsidiaries                    (32,295)      24,310        (5,031)            --        (13,016)
Provision (benefit) for income
   taxes                               (12,689)       9,486          (339)            --         (3,542)
Equity in earnings of
   subsidiaries                         10,132           --            --        (10,132)            --
                                      --------     --------      --------      ---------       --------

  Net income (loss)                   $ (9,474)    $ 14,824      $ (4,692)     $ (10,132)      $ (9,474)
                                      ========     ========      ========      =========       ========
</TABLE>



                                      -61-

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



                                      -62-


<PAGE>
13. CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (CONTINUED):



                      J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
              CONSOLIDATING BALANCE SHEETS AS OF 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             364,926            --            --      (364,926)            --
Intangible and other assets             21,361       266,088        60,760            --        348,209
                                      --------      --------      --------     ---------       --------
                                      $386,309      $546,875      $208,286     $(364,926)      $776,544
                                      ========      ========      ========     =========       ========
  Liabilities and Stockholders'
      Investment (Deficit)
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                          (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
(deficit):
  Common stock                              --            --            --            --             --
  Additional paid-in capital            90,877       259,808        71,446      (331,254)        90,877
  Retained earnings
    (accumulated deficit)              (92,886)       39,936        (6,264)      (33,672)       (92,886)
  Accumulated other comprehensive
    loss                                (2,978)           --        (2,682)           --         (5,660)
                                      --------      --------      --------     ---------       --------
  Total stockholders' investment
    (deficit)                           (4,987)      299,744        62,500      (364,926)        (7,669)
                                      --------      --------      --------     ---------       --------
                                      $386,309      $546,875      $208,286     $(364,926)      $776,544
                                      ========      ========      ========     =========       ========
</TABLE>



                                      -63-

<PAGE>
13. 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 (loss)                (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 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 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>


                                      -64-

<PAGE>
13. 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 (used for)
  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 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
      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>



                                      -65-
<PAGE>
             J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES
                 SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
                                 (IN THOUSANDS)




<TABLE>
<CAPTION>
                                       FOR THE YEARS ENDED DECEMBER 31,
                                       --------------------------------
                                        2001        2000         1999
                                        ----        ----         ----
<S>                                    <C>         <C>         <C>
 ALLOWANCE FOR DOUBTFUL ACCOUNTS:

Balance, at beginning of year          $  2,502    $  2,624    $  1,353
 Additions charged to income                 --         556         912
 Other additions (1)                         --          --         909
 Write-offs, net of recoveries             (421)       (678)       (550)
                                       --------    --------    --------
Balance, at end of year                $  2,081    $  2,502    $  2,624
                                       ========    ========    ========

RESERVE FOR LOSS CONTRACTS:

Balance, at beginning of year          $ 36,490    $ 24,632    $     --
 Additions, charged to income             1,825       2,872          --
 Other additions (1)                         --      32,744      27,632
 Utilizations                           (29,445)    (23,758)     (3,000)
                                       --------    --------    --------
Balance, at end of year                $  8,870     $36,490     $24,632
                                       ========    ========    ========
</TABLE>



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



                                      -66-