Liquidity.    At January 2, 2005, we had approximately $71 million and $15 million of undrawn and available commitments from our revolving credit facility and accounts receivable securitization, respectively. Approximately $63.5 million and $63.3 million were outstanding on our revolving credit facility and accounts receivable securitization facility, respectively, at January 2, 2005. Our access to these two facilities is limited by certain covenant restrictions (see "Debt, Capitalization and Available Financing Sources" section following for further discussion on our debt covenants), but at January 2, 2005, we could have drawn the entire $71 million on our revolving credit facility.

For the first calendar quarter of 2005, our maximum debt capacity (including amounts drawn under our accounts receivable securitization program) is computed by multiplying our leverage ratio covenant of 5.25 by our bank agreement defined EBITDA, or approximately $217 million. Thus, our total debt capacity at January 2, 2005 is approximately $1,140 million. Our actual debt plus the accounts receivable securitization at January 2, 2005 approximated $931 million, or approximately $209 million less than our total capacity. However, our revolving credit and accounts receivable securitization availability only amounted to $86 million as of January 2, 2005, as noted in Note 4, Accounts Receivable Securitization and Factoring Agreements, and Note 11, Long-Term Debt, to the Company's audited consolidated financial statements. We are actively pursuing enhancements to our accounts receivable facility (such as the addition of the New Castle receivables into the accounts receivable securitization program and the reduction of the customer concentration limits and/or the reserve factors applied to the facility) that would allow additional liquidity.

TriMas Common Stock.    On November 12, 2004, we sold approximately 924,000 shares of TriMas stock to Masco Corporation for $23 per share, or a total of $21.3 million. The gain recognized on the sale of this stock to Masco was $2.9 million. The Company continues to own 4.8 million shares of TriMas stock, or approximately 24% of the total outstanding shares of TriMas. Masco Corporation owns approximately 6% of the Company's outstanding shares.

Saturn Common Stock.    On December 22, 2004, we sold our 36% common equity investment in Saturn Electronics & Engineering, Inc. ("Saturn") for gross consideration totaling $15 million. Pursuant to modified agreements with former holders of the Company's common stock as of November 28, 2000, such holders received a portion of the net proceeds from this disposition of Saturn. Total consideration paid to the former stock holders was $2.4 million. The gain recognized on the disposition of Saturn was $5.1 million.

Debt, Capitalization and Available Financing Sources.    In December 2004, we obtained an amendment of our credit facility to, among other things, modify certain negative covenants. Under this amendment, the applicable interest rate spreads on our term loan obligations increased from 4.25% to 4.50% over the current London Interbank Offered Rate ("LIBOR") and our leverage covenant was modified to be less restrictive.

On December 31, 2003, the Company issued $31.7 million of 10% senior subordinated notes due 2014 to DaimlerChrysler. These notes have a carrying amount of $27.2 million as of January 2, 2005. The notes were issued as part of the financing of the New Castle acquisition.

On October 20, 2003, we issued $150 million of 10% senior notes due 2013 in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended. As these notes were not registered within 210 days from the closing date, the annual interest rate increased by 1% and will remain so until the registration statement is declared effective. The net proceeds from this offering were used to redeem the balance of the $98.5 million aggregate principal amount of the outstanding 4.5% subordinated debentures ($91 million reflected on the balance sheet at December 29, 2002) that were due in December 2003, and to repay $46.6 million of term loan debt under our credit facility. As a result of this term loan repayment, our semi-annual principle installments on the term loan facility were decreased to $0.4 million with the remaining outstanding balance due December 31, 2009. In connection with this financing, we agreed with our banks to decrease our revolver facility from $250 million to $200 million.

In July 2003, we obtained an amendment to our credit facility to, among other things, permit the $150 million offering of 10% senior subordinated notes and the use of proceeds therefrom, modify certain negative and financial covenants and permit us to complete the acquisition of DaimlerChrysler's common and preferred interest in the New Castle joint venture under certain conditions. Under this amendment, the applicable interest rate spreads on our term loan obligations increased from 2.75% to 4.25% over the current LIBOR.

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The credit facility includes a term loan with $351 million outstanding and a revolving credit facility with a principal commitment of $200 million (prior to our October 2003 senior note offering, this facility was $250 million). The revolving credit facility matures on May 28, 2007 and the term loan facility matures on December 31, 2009. The obligations under the credit facility are collateralized by substantially all of our assets and of the assets of substantially all of our domestic subsidiaries and are guaranteed by substantially all of our domestic subsidiaries on a joint and several basis.

				(In thousands)
				January 2, 2005				December 28, 2003
Senior credit facilities:
Term loan				$	351,080			$	352,000
Revolving credit facility					63,540				—
Total senior credit facility					414,620				352,000
11% senior subordinated notes, with interest payable semi-annually, due 2012					250,000				250,000
10% senior notes, with interest payable semi-annually, due 2013					150,000				150,000
10% senior subordinated notes, with interest payable semi-annually, due 2014 (face value $31.7 million)					27,180				—
Other debt (includes capital lease obligations)					25,900				25,810
Total				$	867,700			$	777,810
Less current maturities					(12,250	)			(10,880	)
Long-term debt				$	855,450			$	766,930

At January 2, 2005, we were contingently liable for standby letters of credit totaling $65 million issued on our behalf by financial institutions. These letters of credit are used for a variety of purposes, including meeting requirements to self-insure workers' compensation claims and for the New Castle sale-leaseback on December 31, 2003.

Our senior credit facility contains covenants and requirements affecting us and our subsidiaries, including a financial covenant requirement for an Earnings Before Interest Taxes Depreciation and Amortization ("EBITDA") to cash interest expense coverage ratio to exceed 2.10 through April 3, 2005, 2.15 through July 3, 2005, 2.20 through October 2, 2005, increasing to 2.30 through April 2, 2006; and a debt to EBITDA leverage ratio not to exceed 5.25 through July 3, 2005, decreasing to 5.00 and 4.75 for the quarters ending October 2, 2005 and January 1, 2006, respectively. We were in compliance with the preceding financial covenants throughout the year.

New Castle Acquisition.    We successfully completed our purchase of DaimlerChrysler's common and preferred interests in NC-M Chassis Systems, LLC ("New Castle") on December 31, 2003. We financed this acquisition with $118.8 million in cash, $31.7 million in aggregate principal amount of a new issue of 10% senior subordinated notes (fair value of $26.9 million as of December 31, 2003) and $64.5 million in aggregate liquidation preference Series A-1 preferred stock (fair value of $55.3 as of December 31, 2003). The cash portion of the consideration was funded in part with the net cash proceeds of approximately $65 million from the sale to and subsequent leaseback of certain equipment from General Electric Capital Corporation, and the remainder was funded through the Company's revolving credit facility.

Interest Rate Hedging Arrangements.    In February 2001, we entered into interest rate protection agreements with various financial institutions to hedge a portion of our interest rate risk related to the term loan borrowings under our credit facility. These agreements include two interest rate collars with a term of three years, a total notional amount of $200 million and a three month LIBOR interest rate cap and floor of 7% and 4.5%, respectively, and four interest rate caps at a three month LIBOR interest rate of 7% with a total notional amount of $301 million. As a result of our early retirement of our term loans in June 2002, we recorded a cumulative non-cash loss of $7.5 million, which is included in our consolidated statement of operations for the year ended December 29, 2002. The two interest rate collars and two of the interest rate caps totaling $200 million were immediately redesignated to our new term loan borrowings in June 2002. The remaining two interest rate caps totaling $101 million no longer qualify for hedge accounting. Therefore, any unrealized gain or loss is recorded as other income or expense in the consolidated statement of operations beginning June 20, 2002.

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The two interest rate collars expired in the first quarter of 2004, and accordingly we recognized a pre-tax non-cash gain of approximately $6.6 million, which reflects the reversal of the majority of the non-realized charge reflected in our 2002 results and explained in the above paragraph. Prior to the expiration of these interest rate collars, we recognized approximately $1.1 million as additional interest expense in 2004. Prior to their maturity, $6.6 million was included in accumulated other comprehensive income related to these arrangements.

Foreign Currency Risk.    The Company is subject to the risk of changes in foreign currency exchange rates due to its global operations. The Company manufactures and sells it products primarily in North America and Europe. As a result, the Company's financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets in which the Company manufactures and distributes its products. The Company's operating results are primarily exposed to changes in exchange rates between the U.S. dollar and European currencies.

As currency exchange rates change, translation of the statements of operations of the Company's international businesses into U.S. dollars affects year-over-year comparability of operating results. The Company does not hedge operating translation risks because cash flows from international operations are generally reinvested locally. Changes in foreign currency exchange rates are generally reported as a component of stockholders' equity for the Company's foreign subsidiaries reporting in local currencies and as a component of income for its foreign subsidiaries using the U.S. dollar as the functional currency. The Company's other comprehensive income was increased by $33 million and $45 million in 2004 and 2003, respectively, due to cumulative translation adjustments resulting primarily from changes in the U.S. dollar to the Euro.

As of January 2, 2005 and December 28, 2003, the Company's net assets (defined as current assets less current liabilities) subject to foreign currency translation risk were $27.8 million and $2.5 million, respectively. The potential decrease in net current assets from a hypothetical 10% adverse change in quoted foreign currency exchange rates would be $2.8 million and $0.3 million, respectively. The sensitivity analysis presented assumes a parallel shift in foreign currency exchange rates. Exchange rates rarely move in the same direction. This assumption may overstate the impact of changing exchange rates on individual assets and liabilities denominated in a foreign currency.

Off-Balance Sheet Arrangements.

Our Receivables Facility.    We have entered into an agreement to sell, on an ongoing basis, the trade accounts receivable of certain business operations to a bankruptcy-remote, special purposes subsidiary, MTSPC, wholly owned by us. MTSPC has sold and, subject to certain conditions, may from time to time sell an undivided fractional ownership interest in the pool of domestic receivables, up to approximately $150 million, to a third party multi-seller receivables funding company, or conduit. Upon sale to the conduit, MTSPC holds a subordinated retained interest in the receivables. Under the terms of the agreement, new receivables are added to the pool as collections reduce previously sold receivables. We service, administer and collect the receivables on behalf of MTSPC and the conduit. The facility is an important source of liquidity to the Company. The receivables facility resulted in net expense of $2.9 million in 2004.

The facility is subject to customary termination events, including, but not limited to, breach of representations or warranties, the existence of any event that materially adversely affects the collectibility of receivables or performance by a seller and certain events of bankruptcy or insolvency. At January 2, 2005, we had used $63.3 million with $15 million available but not utilized at January 2, 2005 . The proceeds of sale are less than the face amount of accounts receivable sold by an amount that approximates the purchaser's financing costs. The agreement expires in November 2005. Refer to Note 29, Subsequent Events, to the Company's audited consolidated financial statements.

We have entered into agreements with international invoice factoring companies to sell customer accounts receivable of Metaldyne foreign locations in France, Germany, Spain, United Kingdom and Mexico on a non-recourse basis. As of January 2, 2005, we had available approximately $63.5 million from these commitments, and approximately $53.1 million of receivables were sold under these programs. We pay a commission to the factoring company plus interest from the date the receivables are sold to the date of customer payment. Commission expense related to these agreements are recorded in other expense, net on the Company's consolidated statement of operations.

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Certain Other Commitments.    We have other cash commitments not relating to debt as well, such as those in respect of leases and redeemable preferred stock.

Sale-Leaseback Arrangements.    We have engaged in a number of sale-leaseback transactions, including five transactions during 2004. In December 2004, we entered into two sale-leaseback transactions for machinery and equipment with third party lessors. We received $11.8 million and $7.2 million cash as part of these two transactions. On June 17, 2004, we entered into a sale-leaseback transaction for machinery and equipment whereby we received $7.5 million cash as part of this transaction. Each of these three sale-leasebacks is accounted for as an operating lease with combined annual lease expense of approximately $5 million. On December 31, 2003, we entered into a sale-leaseback with proceeds of approximately $4.5 million. This lease was accounted for as a capital lease and the present value of lease payments is therefore reflected in our debt balance. We also entered into a $65 million sale-leaseback on December 31, 2003, as part of our financing related to the purchase of New Castle. This lease for New Castle equipment is accounted for as an operating lease and the annual lease expense is approximately $10 million.

In March 2003, we entered into a sale-leaseback transaction with respect to certain manufacturing equipment for proceeds of approximately $8.5 million, and in October 2003, we entered into a sale-leaseback transaction for machinery and equipment for additional proceeds of $8.5 million. In July 2003, we entered into an approximate $10 million operating lease associated with the acquisition of our Greensboro, North Carolina facility. The proceeds from this lease were used to finance a portion of the acquisition of this facility from Dana Corporation. All of these leases are accounted for as operating leases. The sale-leasebacks initiated in 2003 contribute an additional $3.8 million in annualized lease expense.

At the time of the GMTI acquisition in June 2001, GMTI entered into sale-leasebacks with respect to certain manufacturing equipment and three real properties for proceeds of approximately $35 million and reduced the debt that we assumed as part of the acquisition by that amount. In June 2001, we entered into an approximate $25 million sale-leaseback related to manufacturing equipment. In December 2001 and January 2002, we entered into additional sale-leaseback transactions with respect to equipment and approximately 20 real properties for net proceeds of approximately $56 million and used the proceeds to repay a portion of our term debt under our credit facility. In December 2002, three additional sale-leaseback transactions were completed with respect to equipment for net proceeds of approximately $19 million. Of the $56 million in proceeds resulting from the December 2001 and January 2002 sale-leaseback transactions, approximately $21 million were from the sale of TriMas properties.

We continue to look to sale-leaseback and other leasing opportunities as a source of cash to finance capital expenditures and for debt reduction and other uses.

Redeemable Preferred Stock.    We also have outstanding $159.3 million in aggregate liquidation value ($108.9 million aggregate fair value as of January 2, 2005) of Series A, B and A-1 redeemable preferred stock in respect of which we have the option to pay cash dividends, subject to the terms of our debt instruments, at rates of 13%, 11.5% and 11%, respectively, per annum initially and to effect a mandatory redemption in December 2012, June 2013 and December 2013, respectively. For periods that we do not pay cash dividends on the Series A and Series A-1 preferred stock, an additional 2% per annum of dividends is accrued. No cash dividends were paid in 2003 or 2004. In the event of a change in control or certain qualified equity offerings, we may be required to make an offer to repurchase our outstanding preferred stock. We may not be permitted to do so and may lack the financial resources to satisfy these obligations. Consequently, upon these events, it may become necessary to recapitalize our company or secure consents.

TriMas Receivables.    We have recorded approximately $7.1 million as of January 2, 2005, consisting of receivables related to certain amounts from TriMas, $4.3 million of which is recorded in equity investments and receivables in affiliates in the Company's consolidated balance sheet as of January 2, 2005. These amounts include TriMas' obligations resulting from tax net operating losses created prior to the disposition of TriMas of approximately $2.2 million, pension obligations of approximately $4.4 million and various invoices paid on TriMas' behalf of approximately $0.5 million.

Credit Rating.    Metaldyne is rated by Standard & Poor's and Moody's Ratings. As of March 15, 2005, we have long-term ratings of BB- on our senior credit facility, B on our 10% senior notes due 2013 and

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B on our 11% senior subordinated notes due 2012. Our goal is to decrease our total leverage and thus improve our credit ratings. In the event of a credit downgrade, we believe we would continue to have access to additional credit sources. However, our borrowing costs would further increase and our ability to access certain financial markets may become limited.

Capital Expenditures.    Our capital expenditure program promotes our growth-oriented business strategy by investing in our core areas, where efficiencies and profitability can be enhanced. Capital expenditures by product segment for the periods presented were:

				(In thousands)
				2004				2003				2002
Capital Expenditures:
Automotive Group
Chassis				$	36,690			$	24,120			$	14,500
Driveline					46,710				45,110				36,470
Engine					68,090				47,410				49,310
Corporate					950				14,080				6,210
Automotive Group					152,440				130,720				106,490
TriMas Group					—				—				9,960
Total				$	152,440			$	130,720			$	116,450

We anticipate that our capital expenditure requirements for fiscal 2005 will be approximately $120 million.

CONTRACTUAL CASH OBLIGATIONS

Under various agreements, we are obligated to make future cash payments in fixed amounts. These include payments under our long-term debt agreements, rent payments required under lease agreements and various severance obligations undertaken. The following table summarizes our fixed cash obligations over various future periods as of January 2, 2005.

				(In millions)
				Payments Due by Periods
				Total				Less Than One Year				1-3 Years				3-5 Years				After 5 Years
Long-term debt				$	537			$	28			$	116			$	393			$	—
11% Senior subordinated notes due 2012					457				28				55				55				319
10% Senior notes due 2013					285				15				30				30				210
10% Senior subordinated notes due 2014					61				3				6				6				46
Other debt					17				8				1				8				—
Capital lease obligations					11				5				3				2				1
Operating lease obligations					352				52				98				73				129
Purchase obligations (1)					61				50				11				—				—
Redeemable preferred stock, including accrued dividends					453				19				49				65				320
Pension contributions (data available through 2006)					46				24				22				—				—
Contractual severance					5				4				1				—				—
Total contractual obligations (1)				$	2,285			$	236			$	392			$	632			$	1,025

(1)	Total purchase obligations and contractual obligations exclude accounts payable and accrued liabilities.

Total contractual obligations at January 2, 2005 include interest expense and preferred stock dividend obligations based on the terms of each agreement or the rate as of January 2, 2005 for variable instruments.

At January 2, 2005, we were contingently liable for standby letters of credit totaling $65 million issued on our behalf by financial institutions. We are also contingently liable for future product warranty claims. We provide extensive warranties to our customers. As a result of these warranties, we may be responsible for costs associated with a product recall caused by a defect in a part that we manufacture. We continuously monitor potential warranty implications of new and current business.

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Pension Plans and Post Employment Benefits

We sponsor defined benefit pension plans covering certain active and retired employees in the United States, Canada and Europe. On December 28, 2003, the projected benefit obligation (calculated using a 6.11% discount rate) exceeded the market value of plan assets by $126.4 million. During 2004, we made contributions, including employee contributions and benefit payments made directly by Metaldyne, of $19.1 million to the defined benefit plans. The underfunded status at January 2, 2005 is $121.2 million (assuming a 5.99% discount rate). Under SFAS No. 87, "Employers' Accounting for Pensions," Metaldyne is required annually on September 30 to re-measure the present value of projected pension obligations as compared to plan assets at market value. Although this mark-to-market adjustment is required, we maintain a long-term outlook for developing a pension-funding plan. In addition, we are in a period of very low interest rates, which results in a higher liability estimate.

				Underfunded Status (PBO Basis)
				(In thousands)
December 28, 2003				$	(126,400	)
Pension contributions					19,120
2004 asset returns					13,640
Impact of U.S. discount rate decrease by 12.5 basis points					(4,280	)
Interest and service cost					(20,580	)
Curtailments					1,470
Other					(4,210	)
January 2, 2005				$	(121,240	)

The discount rate that we utilize for determining future pension obligations is based on a review of long-term bonds, including published indices, which receive one of the two highest ratings given by recognized rating agencies. The discount rate determined on that basis decreased from 6.11% for 2003 to 5.99% for 2004. This 12 basis point decline in the discount rate had the effect of increasing the underfunded status of our U.S. pension plans by approximately $4.3 million.

For 2004, we have assumed a long-term asset rate of return on pension assets of 8.96%. We will utilize a 9% long-term asset rate of return assumption in 2005. In developing the 9% expected long-term rate of return assumption, we evaluated input from our third party pension plan asset managers, including a review of asset class return expectations and long-term inflation assumptions. At January 2, 2005, our actual asset allocation was consistent with our asset allocation assumption.

Our pension expense was $4.2 million and $2.1 million for 2004 and 2003, respectively. For 2005, we expect pension expense to be $6.4 million. As required by accounting rules, our pension expense for 2005 is determined at the end of September 2004. However, for purposes of analysis, the following table highlights the sensitivity of our pension obligations and expense to changes in assumptions:

				(In millions)
Change In Assumptions				Impact On Pension Expense				Impact On PBO
25 bp decrease in discount rate				$	0.6			$	10.3
25 bp increase in discount rate					(0.6	)			(10.2	)
25 bp decrease in long-term return on assets					(0.5	)			N/A
25 bp increase in long-term return on assets					(0.5	)			N/A

We expect to make contributions of approximately $24.0 million to the defined benefit pension plans for 2005.

On January 1, 2003, we replaced our existing combination of defined benefit plans and defined contribution plans for non-union employees with an age-weighted profit-sharing plan and a 401(k) plan. Defined benefit plan benefits will no longer accrue after 2002 for these employees. This change affected approximately 1,200 employees. The profit-sharing component of the new plan is calculated using

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allocation rates that are integrated with Social Security and that increase with age. Our 2005 defined contribution (profit-sharing and 401(k) matching contribution) expense will be approximately $10.6 million.

On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act was signed into law. This law provides for a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to the benefit established by the law. The Company provides retiree drug benefits that exceed the value of the benefits that will be provided by Medicare Part D, and our eligible retirees generally pay a premium for this benefit that is less than the Part D premium. Therefore, we have concluded that these benefits are at least actuarially equivalent to the Part D program so that we will be eligible for the basic Medicare Part D subsidy.

In the second quarter of 2004, a Financial Accounting Standards Board (FASB) Staff Position (FSP FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003") was issued providing guidance on the accounting for the effects of the Act for employers that sponsor postretirement health care plans that provide prescription drug benefits. The FSP is effective for the first interim or annual period beginning after June 15, 2004. We estimate the federal subsidy reduced our postretirement benefit obligation by approximately $7.0 million; this savings is reflected in the balance at January 2, 2005. For 2004, we recognized a net reduction in postretirement expense of $0.9 million as a result of the subsidy.

In December 2004, we announced that we will discontinue retiree medical and life insurance coverage to our salaried and nonunion retirees and their beneficiaries effective January 1, 2006. This event has no impact on our 2004 annual results since the announcement occurred subsequent to the September 30, 2004 measurement date for postretirement benefits. We will record an estimated curtailment gain of $2.5 million in the first quarter of 2005. The Company expects to reduce its 2005 SFAS No. 106 expense by $16.8 million and $1.4 million as a result of the curtailment and of FSP FAS 106-2, respectively.

Cash Flows

Operating activities — Cash flows provided by operations before changes in working capital were $84.5 million for the year ended January 2, 2005 compared to $60 million in 2003 and $158.6 million in 2002. This increase of $24.5 million was primarily due to the increased profitability resulting from the acquisition of New Castle and increased sales volumes in our Engine segment. Net cash provided by operating activities totaled $79.4 million for the year ended January 2, 2005, compared to $99.2 million provided in 2003 and $65.1 million used in 2002. Adjusting 2004 results by the $63 million increased use of the accounts receivable securitization facility, the 2004 operating cash flow would have approximated a $16.1 million inflow, or an approximate $83.1 million decrease versus a $17 million inflow from 2003 excluding refundable income taxes. The primary driver of this decline is an approximate $69 million increase in investment in working capital (excluding the accounts receivable securitization facility). This increase in working capital is explained by the 33% increase in sales in 2004 (driven largely by the New Castle acquisition as accounts receivable was not acquired) and higher inventory levels (largely driven by the increase in raw material pricing combined with higher safety stock to compensate for the decrease in supply). In addition, a $20 million reduction in cash versus 2003 resulted from the receipt of tax refunds in 2004.

Investing activities — Cash flows used in investing activities totaled $230.2 million for the year ended January 2, 2005, compared to a use of cash of $98.8 million in 2003 and a source of cash of $775.7 million in 2002. We acquired the remaining ownership of the New Castle facility in 2004 for approximately $204 million including fees and expenses (net of approximately $14 million in discounts on the $31.7 million subordinated debt and the $64.5 million preferred stock issued to fund the transaction). Capital expenditures totaled $152.4 million in 2004 and were higher than 2003 by approximately $21.7 million primarily related to increased new business launch activity. Offsetting the cost of the New Castle acquisition were proceeds from a sale leaseback transaction of approximately $65 million on the acquired New Castle equipment. Proceeds from sale-leaseback transactions with respect to other equipment represented an additional source of cash of approximately $26.5 million in 2004 as compared to $17 million in 2003. In addition, we received proceeds from the sale of our equity investments and joint venture of $33.8 million and $1.3 million in 2004.

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Financing activities — Cash flows used in financing activities totaled $137 million for the year ended January 2, 2005, compared to a use of cash of $5.7 million in 2003 and $691.5 million in 2002. In 2004, we issued $82.2 million fair value in new debt and preferred stock to acquire New Castle and ended the year with approximately $63.5 million outstanding on our revolving credit and swingline facilities versus zero outstanding at December 28, 2003. In 2003, we secured proceeds of $150 million in a public debt offering, which was offset by repayment of $98.5 million of subordinated convertible debentures that became due in December 2003 and repayment of $47.6 million of term loan debt.

Outlook

Automotive vehicle production in 2005 is expected to be slightly above 2004 production levels in both North America and the global market. However, 2005 automotive vehicle production for the "Big 3" is expected to be approximately 3% below 2004 production levels. There are several factors that could alter this outlook, including a change in interest rates or an increase in vehicle incentives offered to consumers.

Our principal use of funds from operating activities and borrowings for the next several years are expected to fund interest and principal payments on our indebtedness, growth related capital expenditures and working capital increases, strategic acquisitions and lease expense. Management believes cash flow from operations and debt financing and refinancing from our accounts receivable securitization program will provide us with adequate sources of liquidity for the foreseeable future. However, our sources of liquidity may be inadequate if we are unable to obtain operating targets, which would cause us to seek covenant relief from existing lenders in the near future. In addition, matters affecting the credit quality of our significant customers could adversely impact the availability of our receivables arrangements and our liquidity. We continue to explore other sources of liquidity, including additional debt, but existing debt instruments may limit our ability to incur additional debt, and we may be unable to secure equity or other financing.

Consistent with operating in the global vehicle industry, we anticipate significant competitive pressures and thus expect to face significant price reduction pressures from our customer base. In 2003 and 2004, though, we invested significantly in automation and underwent significant restructuring activities to help accommodate these pricing pressures. In addition, we are facing significant increases in the cost to procure certain materials utilized in our manufacturing processes such as steel, energy, molybdenum and nickel. In general, steel prices have recently risen by as much as 60-100% and have thus created significant tension between steel producers, suppliers and end customers. Based on current prices, our material costs could increase approximately $60 million in 2005 over 2004 levels. However, we anticipate several initiatives such as steel scrap sales, steel resourcing efforts, price recovery from several of our customers and reducing or eliminating 2005 scheduled price downs to our customers will offset a significant part of this expected cost increase. Additionally, we are actively working with our customers to 1) obtain additional business to help offset these prices through better utilization of our capacity, 2) negotiate a surcharge to reflect the increased material costs, and/or 3) resource certain of our products made unprofitable by these increases in material costs. We will actively work to mitigate the effect of these steel increases throughout 2005.

Critical Accounting Policies

The expenses and accrued liabilities or allowances related to certain policies are initially based on our best estimates at the time of original entry in our accounting records. Adjustments are recorded when our actual experience differs from the expected experience underlying the estimates. We make frequent comparisons of actual versus expected experience to mitigate the likelihood of material adjustments.

Goodwill.    In June 2001, the Financial Accounting Standards Board ("FASB") approved Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets" which was effective for us on January 1, 2002. Under SFAS No. 142, we ceased the amortization of goodwill. Beginning in 2002, we test goodwill for impairment on an annual basis, unless conditions exist which would require a more frequent evaluation. In assessing the recoverability of goodwill, projections regarding estimated future cash flows and other factors are made to determine the fair value of the respective assets. We may be required to record impairment charges for goodwill if these estimates or related projections change in the future.

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During 2002, 2003 and 2004, we determined that our goodwill was not impaired as fair values continue to exceed their carrying value. Fair value of our goodwill is determined based upon the discounted cash flows of the reporting units using a 9.5% discount. If the discount rate were to increase to 12%, or if anticipated operating profit were to decrease by approximately 1.6% of sales, we would be required to perform further analysis of goodwill impairment in our Driveline segment.

Receivables and Revenue Recognition.    The Company recognizes revenue when there is evidence of a sale, the delivery has occurred or services have been rendered, the sales price is fixed or determinable and the collectibility of receivables is reasonably assured. Consequently, sales are generally recorded upon shipment of product to customers and transfer of title under standard commercial terms. Such pricing accruals are adjusted as they are settled with the Company's customers. Material surcharge pass through arrangements with customers are recognized as revenue when an agreement is reached, delivery of the goods or services has occurred and the amount of the pass through is determinable.

Valuation of Long-Lived Assets.    Metaldyne periodically evaluates the carrying value of long-lived assets to be held and used including intangible assets, when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds that fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Impairment losses on long-lived assets that are held for sale are determined in a similar manner, except that fair values are reduced for the cost to dispose of the assets.

Pension and Postretirement Benefits Other Than Pensions.    The determination of our obligation and expense for our pension and postretirement benefits, such as retiree healthcare and life insurance, is dependent on our selection of certain assumptions used by actuaries in calculating such amounts. These assumptions are described in Note 24, Employee Benefit Plans, to the Company's audited consolidated financial statements, which include, among others, discount rate, expected long-term rate of return on plan assets and rate of increase in compensation and health care costs. While we believe that our assumptions are appropriate, significant differences in our actual experience or assumptions may materially affect the amount of our pension and postretirement benefits other than pension obligation and our future expense. Our actual return on pension plan assets was 8.2%, 6.5% and (5.75)% for the years ended January 2, 2005, December 28, 2003 and December 29, 2002, respectively. In comparison, our expected long-term return on pension plan assets was 8.96%, 8.96% and 8.97% for the years ended January 2, 2005, December 28, 2003 and December 29, 2002, respectively. The expected return on plan assets was established by analyzing the long-term returns for similar assets and, as such, no revisions have been made to adjust to actual performance of the plan assets.

New Accounting Pronouncements.

In October 2004, the U.S. government enacted the American Jobs Creation Act of 2004 ("Act"). This Act provides for a special one-time tax deduction of 85% of certain foreign earnings that are repatriated to the U.S. provided certain criteria are met. We are currently analyzing the provisions of the Act and the feasibility of several alternative scenarios for the potential repatriation of a portion of the earnings of our non-U.S. subsidiaries. In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations and therefore we do not currently anticipate repatriation of earnings under the Act.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4," to clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) should be recognized as current period charges, and that allocation of fixed production overheads to the costs of conversion be based on normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Accordingly, we will adopt SFAS No. 151 for the fiscal year beginning January 2, 2006. We are currently in the process of evaluating whether the adoption of this pronouncement will have a significant impact on our results of operations or financial position.

47

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In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment." This Statement is a revision of SFAS No. 123, "Accounting for Stock-Based Compensation" and supercedes APB No. 25, "Accounting for Stock Issued to Employees." SFAS No. 123 (revised 2004) requires that the compensation cost relating to stock options and other share-based compensation transactions be recognized at fair value in financial statements. Due to the Company being a nonpublic entity as defined in SFAS No. 123 (revised 2004), this Statement is effective for us at the beginning of its fiscal year 2006. We will then be required to record any compensation expense using the fair value method in connection with option grants to employees after adoption. We are currently reviewing the provisions of this Statement and will adopt it effective at the beginning of our fiscal year 2006.

Fiscal Year

Effective in 2002, our fiscal year ends on the Sunday nearest to December 31.

Item 7A.    Quantitative and Qualitative Disclosures about Market Risk.

In the normal course of business, we are exposed to market risk associated with fluctuations in foreign exchange rates. We are also subject to interest risk as it relates to long-term debt. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for details about our primary market risks, and the objectives and strategies used to manage these risks. Also see Note 11, Long-Term Debt, to the Company's audited consolidated financial statements for additional information.

48

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Item 8.    Financial Statements and Supplementary Data.

Report Of Independent Registered Public Accounting Firm

The Board of Directors
Metaldyne Corporation:

We have audited the accompanying consolidated balance sheets of Metaldyne Corporation as of January 2, 2005 and December 28, 2003, and the related consolidated statements of operations, shareholders' equity and other comprehensive income, and cash flows for the years then ended. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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 Metaldyne Corporation as of January 2, 2005 and December 28, 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

As discussed in Note 3, in March 2004, the Company changed its method of accounting for its redeemable preferred stock to conform with Statement of Financial Accounting Standards No. 150, Accounting for Certain Instruments with Characteristics of both Liabilities and Equity.

Detroit, Michigan
March 31, 2005

/s/ KPMG LLP

49

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Report Of Independent Registered Public Accounting Firm

To the Board of Directors
and Shareholders of Metaldyne Corporation:

In our opinion, the accompanying consolidated statements of operations, of shareholders' equity and of cash flows of Metaldyne Corporation and its subsidiaries present fairly, in all material respects, the results of their operations and their cash flows for the year ended December 29, 2002 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the accompanying financial statement schedule presents fairly, in all material respects, the information set forth therein for the year ended December 29, 2002 when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As discussed in Note 8 to the consolidated financial statements, the Company changed its method of accounting for goodwill resulting from its adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," effective January 1, 2002.

/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
March 11, 2003, except as to the effect of the matters described in Note 2 to the consolidated financial
        statements as filed in the Company's Form 10-K for the year ended December 28, 2003 not appearing
        herein, and Note 15 appearing herein, which are as of November 10, 2004

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METALDYNE CORPORATION
CONSOLIDATED BALANCE SHEET
January 2, 2005 and December 28, 2003

(Dollars in thousands except per share amounts)

				January 2, 2005				December 28, 2003
ASSETS
Current assets:
Cash and cash equivalents				$	—			$	13,820
Receivables, net:
Trade, net of allowance for doubtful accounts					165,850				139,330
TriMas					2,830				8,390
Other					12,930				26,440
Total receivables, net					181,610				174,160
Inventories					127,020				83,680
Deferred and refundable income taxes					18,470				9,110
Prepaid expenses and other assets					36,650				36,280
Total current assets					363,750				317,050
Equity investments and receivables in affiliates					107,040				155,790
Property and equipment, net					856,250				707,450
Excess of cost over net assets of acquired companies					626,240				584,390
Intangible and other assets					241,470				247,180
Total assets				$	2,194,750			$	2,011,860
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable				$	286,590			$	201,240
Accrued liabilities					117,050				136,840
Current maturities, long-term debt					12,250				10,880
Total current liabilities					415,890				348,960
Long-term debt					855,450				766,930
Deferred income taxes					88,910				121,520
Minority interest					650				800
Other long-term liabilities					142,700				153,760
Redeemable preferred stock (aggregate liquidation value $159.3 million) Authorized: 1,198,693 shares; Outstanding: 1,189,694 shares					149,190				—
Total liabilities					1,652,790				1,391,970
Redeemable preferred stock, (aggregate liquidation value $76.0 million) Authorized: 554,153 shares; Outstanding: 545,154 shares					—				73,980
Shareholders' equity:
Preferred stock (non-redeemable), $1 par, Authorized: 25 million; Outstanding: None					—				—
Common stock, $1 par, Authorized: 250 million; Outstanding: 42.8 million and 42.7 million, respectively					42,830				42,730
Paid-in capital					698,870				692,400
Accumulated deficit					(262,740	)			(234,750	)
Accumulated other comprehensive income					63,000				45,530
Total shareholders' equity					541,960				545,910
Total liabilities, redeemable stock and shareholders' equity				$	2,194,750			$	2,011,860

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

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METALDYNE CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED JANUARY 2, 2005, DECEMBER 28, 2003 AND
DECEMBER 29, 2002

(Dollars in thousands except per share data)

				January 2, 2005				December 28, 2003				December 29, 2002
Net sales				$	2,004,260			$	1,508,200			$	1,792,200
Cost of sales					(1,831,250	)			(1,352,670	)			(1,498,560	)
Gross profit					173,010				155,530				293,640
Selling, general and administrative expenses (Includes non-cash stock award expense of $0.6 million and $3.1 million in 2004 and 2003, respectively)					(133,250	)			(117,230	)			(181,460	)
Restructuring charges					(2,750	)			(13,130	)			(3,470	)
Loss on disposition of manufacturing facilities					(7,600	)			—				—
Asset impairment					—				(4,870	)			—
Operating profit					29,410				20,300				108,710
Other expense, net:
Interest:
Interest expense					(82,140	)			(75,510	)			(91,000	)
Preferred stock dividends and accretion					(19,900	)			—				—
Non-cash gain on maturity of interest rate arrangement					6,570				—				—
Loss on repurchase of debentures and early retirement of term loans					—				—				(68,860	)
Loss on interest rate arrangements upon early retirement of term loans					—				—				(7,550	)
Equity gain (loss) from affiliates, net					1,450				(20,700	)			(1,410	)
Gain on sale of equity investments, net					8,020				—				—
Other, net					(8,270	)			(8,080	)			(8,980	)
Other expense, net					(94,270	)			(104,290	)			(177,800	)
Loss before income taxes and cumulative effect of change in accounting principle					(64,860	)			(83,990	)			(69,090	)
Income tax benefit					(36,870	)			(8,660	)			(40,960	)
Loss before cumulative effect of change in accounting principle					(27,990	)			(75,330	)			(28,130	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—				—				(36,630	)
Net loss					(27,990	)			(75,330	)			(64,760	)
Preferred stock dividends					—				9,260				9,120
Net loss attributable to common stock				$	(27,990	)		$	(84,590	)		$	(73,880	)
Basic and diluted loss per share:
Before cumulative effect of change in accounting principle less preferred stock dividends				$	(0.65	)		$	(1.98	)		$	(0.87	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—				—				(0.86	)
Net loss attributable to common stock				$	(0.65	)		$	(1.98	)		$	(1.73	)
Weighted average number of shares outstanding for basic and diluted loss per share					42,800				42,730				42,650

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

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METALDYNE CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED JANUARY 2, 2005, DECEMBER 28, 2003
AND DECEMBER 29, 2002
(Dollars in thousands)

				January 2, 2005				December 28, 2003				December 29, 2002
Operating activities:
Net loss				$	(27,990	)		$	(75,330	)		$	(64,760	)
Adjustments to reconcile net cash provided by (used for) operating activities:
Depreciation and amortization					132,100				106,350				107,430
Non-cash stock award expense					560				3,090				4,880
Debt fee amortization					3,880				2,480				4,770
Fixed asset (gains) losses					3,180				14,870				750
Asset impairment					—				4,870				—
Loss on disposition of manufacturing facilities					7,600				—				—
Deferred income taxes					(37,730	)			(24,250	)			(21,040	)
Preferred stock dividends and accretion					19,900				—				—
Gain on sale of equity investments					(8,020	)			—				—
Non-cash interest expense (interest accretion)					260				7,390				13,230
Non-cash loss on interest rate arrangements					—				—				7,550
Non-cash gain on maturity of interest rate arrangements					(6,570	)			—				—
Equity (gain) loss from affiliates, net					(1,450	)			20,700				1,410
Cumulative effect of change in recognition and measurement of goodwill impairment					—				—				36,630
Loss on repurchase of debentures and early retirement of term loans					—				—				68,860
Other, net					(950	)			280				(1,110	)
Changes in assets and liabilities, net of acquisition/disposition of business:
Receivables, net					(64,170	)			10,790				(8,600	)
Net proceeds of accounts receivable facility					63,260				—				(167,360	)
Inventories					(30,440	)			(5,710	)			(4,870	)
Refundable income taxes					—				21,750				(34,150	)
Prepaid expenses and other assets					(40	)			2,940				(15,120	)
Accounts payable and accrued liabilities					26,000				9,020				6,390
Net cash provided by (used for) operating activities					79,380				99,240				(65,110	)
Investing activities:
Capital expenditures					(152,440	)			(130,720	)			(116,450	)
Disposition of businesses to a related party					—				22,570				840,000
Acquisition of business, net of cash received					(203,870	)			(7,650	)			—
Proceeds from sale/leaseback of fixed assets					91,520				16,970				52,180
Disposition of manufacturing facilities					(500	)			—				—
Proceeds from sale of equity investments					33,830				20,000				—
Investment in joint venture					—				(20,000	)			—
Proceeds on sale of joint venture					1,260				—				—
Net cash provided by (used for) investing activities					(230,200	)			(98,830	)			775,730
Financing activities:
Proceeds of term loan facilities					—				—				400,000
Principal payments of term loan facilities					(1,320	)			(47,600	)			(1,112,450	)
Proceeds of revolving credit facility					279,450				180,000				324,800
Principal payments of revolving credit facility					(215,910	)			(180,000	)			(324,800	)
Proceeds of senior subordinated notes, due 2012					—				—				250,000
Proceeds of senior notes, due 2013					—				150,000				—
Proceeds of senior subordinated notes, due 2014 (face value $31.7 million)					26,920				—				—
Principal payments of convertible subordinated debentures, due 2003 (net of $1.2 million non-cash portion of repurchase).					—				(98,530	)			(205,290	)
Proceeds of other debt					3,740				1,940				920
Principal payments of other debt					(9,840	)			(9,180	)			(6,090	)
Capitalization of debt refinancing fees					(1,380	)			(2,350	)			(12,100	)
Issuance of Series A-1 preferred stock (face value $65.4 million)					55,340				—				—
Penalties on early extinguishment of debt					—				—				(6,480	)
Net cash provided by (used for) financing activities					137,000				(5,720	)			(691,490	)
Net increase (decrease) in cash					(13,820	)			(5,310	)			19,130
Cash and cash equivalents, beginning of year					13,820				19,130				—
Cash and cash equivalents, end of year				$	—			$	13,820			$	19,130
Supplementary cash flow information:
Cash refunded for income taxes, net				$	(8,340	)		$	(27,060	)		$	(2,900	)
Cash paid for interest				$	78,670			$	63,590			$	91,840
Noncash transactions – capital leases				$	6,700			$	5,140			$	6,330

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

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METALDYNE CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED JANUARY 2, 2005, DECEMBER 28, 2003
AND DECEMBER 29, 2002
(In thousands)

																				Other Comprehensive Income
				Preferred Stock				Common Stock				Paid-In Capital				Accumulated Deficit				Foreign Currency Translation and Other				Minimum Pension Liability				Interest Rate Arrangements				Total Shareholders Equity
Balances, December 31, 2001				$	—			$	42,570			$	679,670			$	(76,270	)		$	890			$	(7,310	)		$	(5,870	)		$	633,680
Comprehensive income:
Net loss																	(64,770	)															(64,770	)
Foreign currency translation																					39,170												39,170
Interest rate arrangements (net of tax, $(380)																													5,100				5,100
Minimum pension liability (net of tax, $17,960)																									(30,570	)							(30,570	)
Increase in TriMas investment																					2,500												2,500
Impact of TriMas disposition																					(1,910	)											(1,910	)
Total comprehensive loss																																	(50,480	)
Preferred stock dividends																	(9,120	)															(9,120	)
Exercise of restricted stock awards													4,270																				4,270
Issuance of shares									80				930																				1,010
Balances, December 29, 2002				$	—			$	42,650			$	684,870			$	(150,160	)		$	40,650			$	(37,880	)		$	(770	)		$	579,360
Comprehensive income:
Net loss																	(75,330	)															(75,330	)
Foreign currency translation																					45,010												45,010
Interest rate arrangements (net of tax $1,080)																													7,340				7,340
Minimum pension liability (net of tax, $(9,450)																									(16,080	)							(16,080	)
Increase in TriMas investment																					7,260												7,260
Total comprehensive loss																																	(31,800	)
Preferred stock dividends																	(9,260	)															(9,260	)
Disposition of business to a related party													6,270																				6,270
Exercise of restricted stock awards									80				1,260																				1,340
Balances, December 28, 2003				$	—			$	42,730			$	692,400			$	(234,750	)		$	92,920			$	(53,960	)		$	6,570			$	545,910
Comprehensive income:
Net loss																	(27,990	)															(27,990	)
Foreign currency translation																					33,320												33,320
Interest rate arrangements																													(6,570	)			(6,570	)
Minimum pension liability (net of tax, $(3,870))																									(6,610	)							(6,610	)
Dissolution of foreign entity upon transfer of operations to other consolidated subsidiaries													5,330								(5,330	)											—
Increase in TriMas investment																					2,660												2,660
Total comprehensive loss																																	(5,190	)
Restricted stock awards									100				1,140																				1,240
Balances, January 2, 2005				$	—			$	42,830			$	698,870			$	(262,740	)		$	123,570			$	(60,570	)		$	—			$	541,960

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

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Business and Other Information

Metaldyne Corporation ("Metaldyne" or "the Company") is a leading global manufacturer of highly engineered metal components for the global light vehicle market. Our products include metal-formed and precision-engineered components and modular systems used in vehicle transmission, engine and chassis applications.

The Company maintains a fifty-two/fifty-three week fiscal year ending on the Sunday nearest to December 31. Fiscal year 2004 is comprised of fifty-three weeks and fiscal years 2003 and 2002 are comprised of fifty-two weeks and ended on January 2, 2005, December 28, 2003 and December 29, 2002, respectively. All year and quarter references relate to the Company's fiscal year and fiscal quarters unless otherwise stated.

2.    Accounting Policies

Principles of Consolidation.    The consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. All significant intercompany transactions have been eliminated. Corporations that are 20 to 50 percent owned are accounted for by the equity method of accounting; ownership less than 20 percent is accounted for on the cost basis unless the Company exercises significant influence over the investee.

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 amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates.

Revenue Recognition.    The Company recognizes revenue when there is evidence of a sale, the delivery has occurred or services have been rendered, the sales price is fixed or determinable and the collectibility of receivables is reasonably assured. Consequently, sales are generally recorded upon shipment of product to customers and transfer of title under standard commercial terms. The Company has ongoing adjustments to its pricing arrangements with its customers based on the related content and cost of its products. The Company accrues for such amounts as its products are shipped to its customers. Such pricing accruals are adjusted as they are settled with the Company's customers. Material surcharge pass through arrangements with customers are recognized as revenue when an agreement is reached, delivery of the goods or services has occurred and the amount of the pass through is determinable.

Cash and Cash Equivalents.    The Company considers all highly liquid debt instruments with an initial maturity of three months or less to be cash and cash equivalents.

Derivative Financial Instruments.    The Company has entered into interest rate protection agreements to limit the effect of changes in the interest rates on any floating rate debt. All derivative instruments are recognized as assets or liabilities on the balance sheet and measured at fair value. Changes in fair value are recognized currently in earnings unless the instrument qualifies for hedge accounting. Instruments used as hedges must be effective at reducing the risks associated with the underlying exposure and must be designated as a hedge at the inception of the contract. Under hedge accounting, changes are recorded as a component of other comprehensive income to the extent the hedge is considered effective. The ineffective portion of the change in fair value of a derivative instrument that qualifies as a cash flow hedge is reported in earnings. The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative expires or is sold, terminated or exercised, the derivative is de-designated as a hedging instrument, because it is unlikely that a forecasted transaction will occur, a hedged firm commitment no longer meets the definition of a firm commitment, or management determines that designation of the derivative as a hedging instrument is no longer appropriate.

Receivables.    Receivables are presented net of allowances for doubtful accounts of approximately $2.7 million and $3.1 million at January 2, 2005 and December 28, 2003, respectively. The Company

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

conducts a significant amount of business with a number of individual customers in the automotive industry. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the existing accounts receivable. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company monitors its exposure for credit losses and maintains adequate allowances for doubtful accounts; the Company does not believe that significant credit risk exists. In accordance with the Company's accounts receivable securitization (see Note 4, Accounts Receivable Securitization and Factoring Agreements), trade accounts receivable of substantially all domestic business operations are sold, on an ongoing basis, to MTSPC, Inc., a wholly owned subsidiary of the Company.

Inventories.    Inventories are stated at the lower of cost or net realizable value, with cost determined principally by use of the first-in, first-out method. The Company secures one-year or longer-term supply contracts for most of its major raw material purchases to protect against inflation and to reduce its raw material cost structure. Therefore, any material savings or price increases (primarily material surcharges) are reflected in the Company's inventory cost.

Property and Equipment, Net.    Property and equipment additions, including significant betterments, are recorded at cost. Upon retirement or disposal of property and equipment, the cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in income. Repair and maintenance costs are charged to expense as incurred.

Depreciation, Amortization and Impairment of Long-Lived Assets.    Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: buildings and land improvements, 3.33% to 10%, and machinery and equipment, 6.7% to 33.3%. Deferred financing costs are amortized over the lives of the related debt securities.

Deferred losses on sale-leasebacks are amortized over the life of the respective lease, which range from 3.5 years to 20 years. These losses were recorded as part of the sale-leaseback transactions and represent the difference between the carrying value of the assets sold and the proceeds paid at closing by the leasing companies. Fair value was equal to or in excess of the carrying value of these assets based on asset appraisal information provided by third party valuation firms. These deferred amounts are being amortized, instead of being currently recognized, on a straight-line basis over the lives of the respective leases as required under SFAS No. 28, "Accounting for Sales with Leasebacks" (an amendment of SFAS No. 13). Future amortization amounts relate to the remaining portion of the 2000 and 2001 sale-leaseback deferred losses. For sale-leaseback transactions entered into during 2002 and forward, the Company negotiated more favorable terms for these transactions, resulting in proceeds that were at fair value.

Customer contracts are amortized over a period from 6 years to 14 years depending upon the nature of the underlying contract. Trademarks/trade names are amortized over a 40-year period, while technology and other intangibles are amortized over a period between 3 years and 25 years. At January 2, 2005 and December 28, 2003, accumulated amortization of intangible assets was approximately $88 million and $66 million, respectively. Total amortization expense, including amortization of stock awards and deferred losses related to sale-leaseback transactions, was approximately $34 million in 2004 and 2003 and $44 million in 2002.

Goodwill.    In 2001, the Financial Accounting Standards Board ("FASB") approved Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets" which was effective for the Company on January 1, 2002. Under SFAS No. 142, the Company ceased the amortization of goodwill. Beginning in 2002, it tested goodwill for impairment on an annual basis, unless conditions exist which would require a more frequent evaluation. In assessing the recoverability of goodwill, projections regarding estimated future cash flows and other factors are made to determine the fair value of the respective assets. The Company may be required to record impairment charges for goodwill if these estimates or related projections change in the future.

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

During 2002, 2003 and 2004, the Company determined that its goodwill was not impaired as fair values continued to exceed their carrying value. Fair value of our goodwill is determined based upon the discounted cash flows of the reporting units using a 9.5% discount. Assuming an increase in the discount rate to 11%, fair value would continue to exceed the respective carrying value of each automotive segment. At a 12% discount rate, however, the Company would have a goodwill impairment.

Stock-Based Compensation.    The Company has a stock-based employee compensation plan and has issued equity-based incentives in various forms. The Company continues to account for stock-based employee compensation using the intrinsic value method under Accounting Principles Board ("APB") No. 25 "Accounting for Stock Issued to Employees" and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under this plan had an exercise price equal to the market value of the underlying common stock on the date of grant. See also Note 21, Stock Options and Awards, to the Company's audited consolidated financial statements.

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation.

				(In thousands, except per share amounts)
				January 2, 2005				December 28, 2003				December 29, 2002
Net loss attributable to common stock, as reported				$	(27,990	)		$	(84,590	)		$	(73,880	)
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects					(420	)			(1,740	)			(1,950	)
Pro forma net loss attributable to common stock				$	(28,410	)		$	(86,330	)		$	(75,830	)
Earnings (loss) per share:
Basic and diluted — as reported				$	(0.66	)		$	(1.98	)		$	(1.73	)
Basic and diluted — pro forma for stock-based compensation				$	(0.66	)		$	(2.02	)		$	(1.78	)

Foreign Currency Translation.    The financial statements of subsidiaries outside of the United States ("U.S.") located in non-highly inflationary economies are measured using the currency of the primary economic environment in which they operate as the functional currency, which for the most part represents the local currency. Transaction gains and losses are included in net earnings. When translating into U.S. dollars, income and expense items are translated at average monthly rates of exchange and assets and liabilities are translated at the rates of exchange at the balance sheet date. Translation adjustments resulting from translating the functional currency into U.S. dollars are deferred as a component of accumulated other comprehensive income (loss) in shareholders' equity. For subsidiaries operating in highly inflationary economies, non-monetary assets are translated into U.S. dollars at historical exchange rates. Translation adjustments for these subsidiaries are included in net earnings.

Comprehensive Income (Loss).    Comprehensive income (loss) is defined as net income and other changes in shareholders' equity from transactions and other events from sources other than shareholders. The components of comprehensive income include foreign currency translation, minimum pension liability and interest rate arrangements. Total accumulated other comprehensive income was $63.0 million, $45.5 million and $2.0 million as of January 2, 2005, December 28, 2003 and December 29, 2002, respectively. Total annual tax effects included in comprehensive income (loss) were $3.9 million, $8.4 million and $18.3 million as of January 2, 2005, December 28, 2003 and December 29, 2002, respectively.

Income Taxes.    Income taxes are accounted for using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Self-Insurance Reserves.    The Company self-insures both a medical coverage program and a workers' compensation program for its employees. The determination of accruals and expenses for these benefits is dependent on claims experience and the selection of certain assumptions used by actuaries in evaluating incurred, but not yet reported amounts. Significant changes in actual experience under either program or significant changes in assumptions may affect self-insured medical or workers' compensation reserves and future experience. See also Note 24, Employee Benefit Plans.

Pension Plans and Postretirement Benefits Other Than Pensions.    Annual net periodic pension expense and benefit liabilities under defined benefit pension plans are determined on an actuarial basis. Assumptions used in the actuarial calculations have a significant impact on plan obligations and expense. Each September, the Company reviews the actual experience compared to the more significant assumptions used and make adjustments to the assumptions, if warranted. The healthcare trend rates are reviewed with the actuaries based upon the results of their review of claims experience. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based upon actual historical returns modified for known changes in the market and any expected change in investment policy. Postretirement benefits are not funded and it is the Company's policy to pay these benefits as they become due.

Environmental Matters.    The Company is subject to the requirements of U.S. federal, state and local and non-U.S. environmental and safety health laws and regulations. These include laws regulating air emissions, water discharge and waste management. The Company recognizes environmental cleanup liabilities when a loss is probable and can be reasonably estimated. Such liabilities are generally not subject to insurance coverage.

Valuation of Long-Lived Assets.    The Company periodically evaluates the carrying value of long-lived assets to be held and used, including intangible assets, when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds that fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the cost to dispose of the assets. Effective January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." See also Note 17, Asset Impairments and Restructuring Related Integration Actions.

Shipping and Handling Fees and Costs.    Prior to 2003, a portion of shipping and handling fees were included in the selling, general and administrative expenses category in the consolidated statement of operations. Shipping and handling expense included in selling, general and administrative accounts was $17.6 million in 2002.

Reclassifications.    Certain prior year amounts have been reclassified to reflect current year classification.

3.    New Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This Statement establishes standards for how an issuer

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

classifies and measures certain financial instruments with characteristics of both liabilities and equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities, for which it is effective for the first fiscal period beginning after December 15, 2003. Due to the Company being a nonpublic entity as defined in SFAS No. 150, the Company adopted this Statement effective for the quarter ended March 28, 2004. As a result of its adoption of SFAS No. 150, the Company's redeemable preferred stock is classified as a long-term liability on its consolidated balance sheet effective as of the quarter ended March 28, 2004, and preferred stock dividends associated with this redeemable preferred stock are classified as other expense, net on its consolidated statement of operations beginning with the quarter ended March 28, 2004.

On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act was signed into law. This law provides for a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to the benefit established by the law. The Company provides retiree drug benefits that exceed the value of the benefits that will be provided by Medicare Part D, and its eligible retirees generally pay a premium for this benefit that is less than the Part D premium. Therefore, the Company has concluded that these benefits are at least actuarially equivalent to the Part D program so that Metaldyne will be eligible for the basic Medicare Part D subsidy.

In the second quarter of 2004, a Financial Accounting Standards Board (FASB) Staff Position (FSP FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003" ("FSP")) was issued providing guidance on the accounting for the effects of the Act for employers that sponsor postretirement health care plans that provide prescription drug benefits. The FSP is effective for the first interim or annual period beginning after June 15, 2004. The Company estimates the federal subsidy included in the law resulted in an approximate $7.0 million reduction in its postretirement benefit obligation. For 2004, the Company recognized a net reduction in postretirement expense of $0.9 million as a result of the anticipated subsidiary.

In October 2004, the U.S. government enacted the American Jobs Creation Act of 2004 ("Act"). This Act provides for a special one-time tax deduction of 85% of certain foreign earnings that are repatriated to the U.S. provided certain criteria are met. The Company is analyzing the provisions of the Act and the feasibility of several alternative scenarios for the potential repatriation of a portion of the earnings of its non-U.S. subsidiaries. In general, it is the practice and intention of the Company to reinvest the earnings of its non-U.S. subsidiaries in those operations and therefore does not currently anticipate repatriation of earnings under the Act.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4," to clarify that abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage) should be recognized as current period charges, and that allocation of fixed production overheads to the costs of conversion be based on normal capacity of the production facilities. SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Accordingly, the Company will adopt SFAS No. 151 for the fiscal year beginning January 2, 2006. The Company is currently in the process of evaluating whether the adoption of this pronouncement will have a significant impact on its results of operations or financial position.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment." This Statement is a revision of SFAS No. 123, "Accounting for Stock-Based Compensation" and supercedes APB No. 25, "Accounting for Stock Issued to Employees." SFAS No. 123 (revised 2004) requires that the compensation cost relating to stock options and other share-based compensation transactions be recognized at fair value in financial statements. Due to the Company being a nonpublic entity as defined in SFAS No. 123 (revised 2004), this Statement is effective for the Company at the beginning of its fiscal year 2006. The Company will then be required to record any compensation expense using the fair value method in connection with option grants to after adoption. Management is currently reviewing the provisions of this Statement and will adopt it effective at the beginning of the Company's fiscal year 2006.

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

4.    Accounts Receivable Securitization and Factoring Agreements

The Company has entered into an arrangement to sell, on an ongoing basis, the trade accounts receivable of substantially all domestic business operations to MTSPC, Inc. ("MTSPC"), a wholly owned subsidiary of the Company. MTSPC from time to time may sell an undivided fractional ownership interest in the pool of receivables up to approximately $150 million to a third party multi-seller receivables funding company. The net proceeds of sale are less than the face amount of accounts receivable sold by an amount that approximates the purchaser's financing costs, which amounted to a total of $2.9 million, $2.6 million and $2.8 million in 2004, 2003 and 2002, respectively, and is included in other expense, net in the Company's consolidated statement of operations. At January 2, 2005 and December 28, 2003, the Company's funding under the facility was $63.3 million and zero, respectively, with $15 million available but not utilized at January 2, 2005 and $73.3 million available but not utilized at December 28, 2003. The discount rate at January 2, 2005 was 3.35% compared with 2.14% at December 28, 2003. The usage fee under the facility is 1.5%. In addition, the Company is required to pay a fee of 0.5% on the unused portion of the facility. This facility expires in November 2005. See Note 29, Subsequent Events.

The Company has entered into agreements with international invoice factoring companies to sell customer accounts receivable of Metaldyne foreign locations in France, Germany, Spain, United Kingdom and Mexico on a non-recourse basis. As of January 2, 2005 and December 28, 2003, the Company had available $63.5 million and $54.8 million from these commitments, and approximately $53.1 million and $45.5 million of receivables were sold under these programs, respectively. The Company pays a commission to the factoring company plus interest from the date the receivables are sold to the date of customer payment. Commission expense related to these agreements is recorded in other expense, net on the Company's consolidated statement of operations.

To facilitate the collection of funds from operating activities, the Company has entered into accelerated payment collection programs with certain customers. At January 2, 2005, the Company received approximately $24 million under the accelerated collection programs. The majority of the accelerated payment collection programs were discontinued as of or prior to January 2, 2005. However, since the beginning of 2004, the Company continues to collect approximately $22 million per month on an accelerated basis as a result of favorable payment terms that it negotiated with one of its customers, and that will run contractually through fiscal 2006. These payments are received on average 20 days after shipment of product to its customer. While the impact of the discontinuance of these programs may be partially offset by a greater utilization of the Company's accounts receivable securitization facility, the Company is examining other alternative programs in the marketplace, as well as enhanced terms directly from its customers.

5.    Inventories

				(In thousands)
				January 2, 2005				December 28, 2003
Finished goods				$	42,310			$	25,710
Work in process					36,440				29,480
Raw material					48,270				28,490
				$	127,020			$	83,680

6.    Equity Investments and Receivables in Affiliates

On December 22, 2004, the Company sold its 36% common equity investment in Saturn Electronics & Engineering, Inc. ("Saturn"), a privately held manufacturer of electromechanical and electronic automotive components, for gross consideration totaling $15 million. Holders of Metaldyne options with the exercise price below the November 2000 merger consideration and former holders of Metaldyne restricted stock were entitled to additional cash amounts from the proceeds of the disposition of Saturn

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

stock in accordance with the recapitalization agreement. Pursuant to modified agreements with former holders of the Company's common stock as of November 28, 2000, such holders received a portion of the net proceeds from this disposition of Saturn. Total consideration paid to the former stock holders was $2.4 million. The initial agreements with the former stock holders that were modified upon the disposition of Saturn are now terminated with no additional obligations required by the Company. The gain recognized on the disposition of Saturn was $5.1 million and is included in gain on sale of equity investments, net on the Company's consolidated statement of operations as of January 2, 2005.

On June 6, 2002, the Company sold 13.25 million shares of TriMas common stock to Heartland Industrial Partners ("Heartland") and other investors amounting to approximately 66% of the fully diluted common equity of TriMas. The Company retained approximately 34% of the fully diluted common equity of TriMas in the form of common stock and a presently exercisable warrant to purchase shares of TriMas common stock at a nominal exercise price. As Heartland is the Company's controlling shareholder, this transaction was accounted for as a reorganization of entities under common control and accordingly no gain or loss has been recognized. Consequently, as a result of this transaction, the Company (1) received $840 million in the form of cash, debt reduction and reduced receivables facility balances and (2) received or retained common stock and a warrant in TriMas representing the Company's 34% retained interest. TriMas is included in the Company's financial results through the date of this transaction. Effective June 6, 2002, the Company accounts for its retained interest in TriMas under the equity method of accounting. In April 2003, TriMas exercised its right to repurchase 1 million shares of its common stock from the Company for $20 per share, the same price that it was valued on June 6, 2002, the date of the Company's sale of TriMas.

On November 12, 2004, the Company sold approximately 924,000 shares of TriMas stock to Masco Corporation for $23 per share, or a total of $21.3 million. A gain on the sale of shares totaling $2.9 million was recognized and is included in gain on sale of equity investments, net on the Company's consolidated statement of operations as of January 2, 2005. As a result of this sale of shares to Masco in 2004, the repurchase of shares by TriMas in 2003 and acquisitions performed by TriMas in 2003, the Company's ownership in TriMas decreased to approximately 24%, or approximately 4.8 million shares, as of January 2, 2005. The carrying amount of the Company's investment in TriMas was approximately $102.8 million and $120 million as of January 2, 2005 and December 28, 2003, respectively. Masco Corporation owns approximately 6% of Metaldyne's outstanding shares. See also Note 28, Related Party Transactions.

In June 2004, the Company sold its interest in a Korean joint venture. A gain of $1.2 million was recognized in conjunction with this sale and is included with other, net in the Company's consolidated statement of operations as of January 2, 2005.

On December 8, 2002, the Company announced a Joint Venture Formation Agreement ("Agreement") with DaimlerChrysler Corporation ("DaimlerChrysler") to operate DaimlerChrysler's New Castle (Indiana) machining and forge facility. On January 2, 2003, the Company closed on this joint venture, known as NC-M Chassis Systems, LLC. In connection with the closing, DaimlerChrysler contributed substantially all of the assets of business conducted at this facility in exchange for 100% of the common and preferred interests in the joint venture. In addition, the joint venture assumed certain liabilities of the business from DaimlerChrysler. Immediately following the contribution, the Company purchased 40% of the common interests in the joint venture from DaimlerChrysler for $20 million in cash. This investment was accounted for under the equity method of accounting in 2003, due to the Company's investment representing greater than 20% but less than 50% of the interest in the joint venture. However, with respect to the Agreement, the Company did not recognize losses in the joint venture because DaimlerChrysler provided funding for the joint venture's operations and capital expenditures.

On December 31, 2003, the Company completed a transaction with DaimlerChrysler that transferred full ownership of the New Castle Machining and Forge manufacturing operations to Metaldyne. See also Note 16, Acquisitions.

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

The carrying amount of investments in affiliates at January 2, 2005 and December 28, 2003 was $103.1 million and $148.8 million, respectively. Approximate combined condensed financial data of the Company's equity affiliates accounted for under the equity method are as follows:

				(In thousands)
				January 2, 2005				December 28, 2003
Current assets				$	302,500			$	347,590
Long-term assets:
Property and equipment, net					198,610				212,030
Excess of cost over net assets of acquired companies					657,980				672,070
Intangible and other assets					304,910				322,750
Other assets					58,200				66,470
Total assets				$	1,522,200			$	1,620,910
Current liabilities				$	209,050			$	245,540
Long-term liabilities:
Long-term debt					735,030				766,060
Other long-term debt					172,960				195,010
Total liabilities				$	1,117,040			$	1,206,610

				(In thousands) For The Years Ended
				January 2, 2005				December 28, 2003				December 29, 2002
Net sales				$	1,045,160			$	1,305,450			$	1,110,530
Operating profit				$	62,360			$	31,370			$	94,500
Net income (loss)				$	(2,190	)		$	(66,280	)		$	(27,570	)

7.    Property and Equipment, Net

				(In thousands)
				January 2, 2005				December 28, 2003
Land and land improvements				$	17,370			$	15,120
Buildings					157,150				114,150
Machinery and equipment					976,670				779,360
					1,151,190				908,630
Less: Accumulated depreciation					(294,940	)			(201,180	)
Property and equipment, net				$	856,250			$	707,450

Depreciation expense totaled approximately $99 million, $76 million and $67 million in 2004, 2003 and 2002, respectively.

8.    Excess of Cost over Net Assets of Acquired Companies and Intangible Assets

At January 2, 2005, the excess of cost over net assets of acquired companies ("goodwill") balance was approximately $626.2 million. For purposes of testing this goodwill for potential impairment, fair values were determined based upon the discounted cash flows of the reporting units using a 9.5% discount rate as of January 2, 2005. The initial assessment for the reporting units within the Automotive Group indicated that the fair value of these units exceeded their corresponding carrying value. This analysis was

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

completed for the years ended January 2, 2005 and December 28, 2003, which indicated that the fair value of these units continued to exceed their carrying values. If the discount rate were to increase to 12%, or if anticipated operating profit were to decrease by approximately 1.6% of sales, the Company would be required to perform further analysis of goodwill impairment in the Company's Driveline segment.

The assessment for the Company's former TriMas Group indicated the carrying value of these units exceeded their fair value. A non-cash, after tax charge of $36.6 million was taken as of January 1, 2002, related to the industrial fasteners business of the former TriMas subsidiary. Sales, operating profits and cash flows for this TriMas owned business were lower than expected beginning in the first quarter of 2001, due to the overall economic downturn and cyclical declines in certain markets for industrial fastener products. Based on that trend, the earnings and cash flow forecasts for the next five years indicated the goodwill impairment loss. Consistent with the requirements of SFAS No. 142, the Company recognized this impairment charge as the cumulative effect of change in accounting principle as of January 1, 2002.

Acquired Intangible Assets

				(In thousands, except weighted average life)
				As of January 2, 2005												As of December 28, 2003
				Gross Carrying Amount				Accumulated Amortization				Weighted Average Life				Gross Carrying Amount				Accumulated Amortization				Weighted Average Life
Amortized Intangible Assets:
Customer Contracts				$	127,600			$	(42,750	)		9.0 years				$	94,420			$	(31,050	)		8.2 years
Technology and Other					163,920				(45,260	)		14.9 years					165,280				(35,290	)		14.9 years
Total				$	291,520			$	(88,010	)		14.0 years				$	259,700			$	(66,340	)		13.6 years
Aggregate Amortization Expense
(Included in Cost of Sales):
For the year ended December 29, 2002								$	27,670
For the year ended December 28, 2003									21,630
For the year ended January 2, 2005									24,160
Estimated Amortization Expense:
For the year ended December 31, 2005									23,410
For the year ended December 31, 2006									23,410
For the year ended December 31, 2007									22,640
For the year ended December 31, 2008									21,890
For the year ended December 31, 2009									21,890

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

Goodwill

The carrying amounts of goodwill by segment for the years ended January 2, 2005 and December 28, 2003 are as follows:

				(In thousands)
				Chassis				Driveline				Engine				Total
Balance as of December 29, 2002				$	66,590			$	362,040			$	144,940				573,570
Exchange impact from foreign currency					—				9,190				6,740				15,930
Fittings disposition					(5,210	)			—				—				(5,210	)
Other					250				(220	)			70				100
Balance as of December 28, 2003					61,630				371,010				151,750			$	584,390
Exchange impact from foreign currency					—				9,860				3,750				13,610
New Castle acquisition					28,770				—				—				28,770
Other					—				(450	)			(80	)			(530	)
Balance as of January 2, 2005				$	90,400			$	380,420			$	155,420			$	626,240

9.    Intangible and Other Assets

				(In thousands)
				January 2, 2005				December 28, 2003
Customer contracts, net				$	84,850			$	63,370
Technology and other intangibles, net					118,660				129,990
Deferred loss on sale-leaseback transactions					10,410				21,320
Deferred financing costs, net					16,360				18,420
Other					11,190				14,080
Total				$	241,470			$	247,180

The "technology and other intangibles, net" category represents primarily patents and/or in-depth process knowledge embedded within the Company.

10.    Accrued Liabilities

				(In thousands)
				January 2, 2005				December 28, 2003
Workers' compensation and self insurance				$	17,240			$	17,070
Accrued exit and shutdown costs for plant closures					3,200				6,600
Salaries, wages and commissions					10,040				8,010
Legacy restricted common stock					—				17,170
Vacation, holiday and bonus					15,100				18,440
Interest					11,760				8,560
Property, payroll and other taxes					15,990				11,040
Pension					24,910				18,520
Other					18,810				31,430
Accrued liabilities				$	117,050			$	136,840

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

11.    Long-Term Debt

Long-term debt consisted of the following:

				(In thousands)
				January 2, 2005				December 28, 2003
Senior credit facilities:
Term loan				$	351,080			$	352,000
Revolving credit facility					63,540				—
Total senior credit facility					414,620				352,000
11% senior subordinated notes, with interest payable semi-annually, due 2012					250,000				250,000
10% senior notes, with interest payable semi-annually, due 2013					150,000				150,000
10% senior subordinated notes, with interest payable semi-annually, due 2014 (face value $31.7 million)					27,180				—
Other debt (includes capital lease obligations)					25,900				25,810
Total				$	867,700			$	777,810
Less current maturities					(12,250	)			(10,880	)
Long-term debt				$	855,450			$	766,930

The maturities of the Company's total debt at January 2, 2005 during the next five years and beyond are as follows (in millions): 2005 — $12; 2006 — $4; 2007 — $66; 2008 — $2; 2009 — $356; 2010 and beyond — $433.

The senior credit facility includes a term loan and revolving credit facility with a principal commitment of $200 million. The Company had $71 million of undrawn and available commitments from our revolving credit facility at January 2, 2005.

The revolving credit facility matures on May 28, 2007 and the term loan matures on December 31, 2009. The obligations under the senior credit facility are collateralized by substantially all of the Company's and substantially all of its domestic subsidiaries' assets and are guaranteed by substantially all of the Company's domestic subsidiaries.

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Borrowings under the credit facility will bear interest, at our option, at either:

•	A base rate corresponding to the prime rate, plus an applicable margin; or

•	A eurocurrency rate on deposits, plus an applicable margin.

The applicable margin on revolving credit facility borrowings is subject to change depending on the Company's leverage ratio and is presently 3.25% on base rate loans and 4.25% on eurocurrency loans. The applicable margin on the term loan borrowing is dependent on the Company's leverage ratio and is currently 3.50% on base rate loans and 4.50% on eurocurrency loans. In December 2004, the Company obtained an amendment to its credit facility to, among other things, modify certain negative covenants. Under this amendment, the applicable interest rate spreads on the Company's term loan obligations increased from 4.25% to 4.50% over the current London Interbank Offered Rate ("LIBOR") and the leverage covenant was modified to be less restrictive. Prior to this, in July 2003, the Company obtained an amendment to its credit facility to, among other things, permit the $150 million offering of 10% senior subordinated notes and the use of proceeds to complete the December 31, 2003 acquisition of DaimlerChrysler's common and preferred interest in the New Castle joint venture and modify certain negative and affirmative covenants. Under this amendment, the applicable interest rate spreads on the Company's term loan obligations increased from 2.75% to 4.25% over LIBOR.

At January 2, 2005, the Company was contingently liable for standby letters of credit totaling $65 million issued on its behalf by financial institutions. These letters of credit are used for a variety of purposes, including meeting requirements to self-insure workers' compensation claims and for the completion of the Company's acquisition of the New Castle manufacturing operations on December 31, 2003.

The senior credit facility contains covenants and requirements affecting the Company and its subsidiaries, including a financial covenant requirement for an Earnings Before Interest Taxes Depreciation and Amortization ("EBITDA") to cash interest expense coverage ratio to exceed 2.10 through April 3, 2005, 2.15 through July 3, 2005, 2.20 through October 2, 2005, increasing to 2.30 through April 2, 2006; and a debt to EBITDA leverage ratio not to exceed 5.25 through July 3, 2005, decreasing to 5.00 and 4.75 for the quarters ending October 2, 2005 and January 1, 2006, respectively. The Company was in compliance with the preceding financial covenants throughout the year.

Other debt includes borrowings by the Company's subsidiaries denominated in foreign currencies and capital lease obligations.

On December 31, 2003, the Company issued $31.7 million of 10% senior subordinated notes due 2014 to DaimlerChrysler. These notes have a carrying amount of $27.2 million as of January 2, 2005. The notes were issued as part of the financing of the New Castle acquisition.

In October 2003, the Company issued $150 million of 10% senior notes due 2013 in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended. As these notes were not registered within 210 days after the closing date, the annual interest rate increased by 1% until the registration statement is declared effective. The net proceeds from this offering were used to redeem the balance of the $98.5 million aggregate principal amount of the outstanding 4.5% subordinated debentures ($91 million reflected on the balance sheet at December 29, 2002) that were due December 15, 2003, and to repay $46.6 million of the term loan debt under the Company's credit facility. In connection with this financing, the Company agreed with its banks to decrease the revolving credit facility from $250 million to $200 million.

Certain of the Company's domestic wholly owned subsidiaries, as defined in the related bond indentures, (the "Guarantors") irrevocably and unconditionally fully guarantee the 11% senior subordinated and 10% senior notes. The condensed consolidating financial information included in Note 31 presents the financial position, results of operations and cash flows of the guarantors.

In connection with the Company's early retirement of its existing term debt and refinancing of its prior credit facility in 2002, it incurred one-time charges totaling $76.4 million, including prepayment

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penalties, write-offs of capitalized debt issuance costs, a write-off of the unamortized discount on the 4.5% subordinated debenture and losses realized on interest rate arrangements associated with the term loans. Of the total charges of $76.4 million, a loss of $7.5 million is reflected as a "loss on interest rate arrangements upon early retirement of term loans" in other expense, net in the Company's consolidated statement of operations for the year ended December 29, 2002 (see Note 14, Derivative Financial Instruments). In accordance with SFAS No. 145, the remaining $68.9 million of costs are reflected as a "loss on repurchase of debentures and early retirement of term loans" in other expense, net in the Company's consolidated statement of operations for the year ended December 29, 2002.

In 2004, the Company capitalized $1.4 million of debt issuance costs associated with the amended credit facility. In 2003, the Company capitalized $6.4 million and $2.3 million of debt issuance costs associated with the 10% senior subordinated notes due 2013 and the amended credit facility, respectively. As a result of the 2004 credit facility amendment, $1.2 million of the unamortized balance related to the 2003 credit facility amendment was expensed in 2004. These debt issuance costs consist of fees paid to representatives of the initial purchasers, legal fees and facility fees paid to the lenders. The $6.4 million of costs are being amortized based on the effective interest method over the 10-year term of the 10% senior notes due 2013, and the credit facility amendment costs are being amortized based on the effective interest method over the 6.5-year term of the term loan agreement. The unamortized balances of $5.6 million related to the senior notes and $2.0 related to the amended credit facility are included in "other assets" in the Company's consolidated balance sheet as of January 2, 2005.

12.    Leases

The Company leases certain property and equipment under operating and capital lease arrangements that expire at various dates through 2023. Most of the operating leases provide the Company with the option, after the initial lease term, either to purchase the property or renew its lease at the then fair value. Rent expense was $49.5 million, $38.7 million and $38.2 million for the years ended January 2, 2005, December 28, 2003, and December 29, 2002, respectively.

The Company completed sale-leaseback financings from 2000 through 2004 relating to certain equipment and buildings, the proceeds of which were used to finance new capital purchases and to pay down the revolving credit and term loan facilities. Due to the sale-leaseback financings, the Company has significantly increased its commitment to future lease payments.

In December 2004, the Company entered into two sale-leaseback transactions for machinery and equipment with third party lessors. The Company received cash proceeds of $11.8 million and $7.2 million as part of these two transactions. On June 17, 2004, the Company entered into a sale-leaseback transaction for machinery and equipment whereby it received cash proceeds of $7.5 million cash as part of this transaction. Each of these three sale-leasebacks is accounted for as an operating lease with combined annual lease expense of approximately $5 million which is included in the Company's financial results on a straight-line basis. On December 31, 2003, the Company entered into a sale-leaseback with proceeds of approximately $4.5 million. This lease was accounted for as a capital lease and is included in long-term debt in the Company's consolidated balance sheet as of January 2, 2005. The Company also entered into a $65 million sale-leaseback on December 31, 2003, as part of its financing related to the purchase of New Castle. This lease for New Castle equipment is accounted for as an operating lease and the annual lease expense is approximately $10 million.

In March 2003, the Company entered into a sale-leaseback transaction with respect to certain manufacturing equipment for proceeds of approximately $8.5 million, and in October 2003, the Company entered into a sale-leaseback transaction for machinery and equipment for additional proceeds of $8.5 million. All of these leases are accounted for as operating leases and the associated rent expense is included in the Company's financial results on a straight-line basis.

In December 2001 and January 2002, the Company entered into additional sale-leaseback transactions with respect to equipment and approximately 20 real properties for net proceeds of approximately

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

$56 million and used the proceeds to repay a portion of its term debt under the credit facility. In December 2002, three additional sale-leaseback transactions were completed with respect to equipment for net proceeds of approximately $19 million. Of the $56 million in proceeds resulting from the December 2001 and January 2002 sale-leaseback transactions, approximately $21 million were from the sale of TriMas properties.

In June 2001, a subsidiary of the Company sold and leased back equipment under a synthetic sale-leaseback structure. At closing, the Company provided a guarantee of all obligations of its subsidiary under the lease. At the end of the lease (including the expiration of all renewal options through 2007) the Company has the option of either purchasing all of the equipment for approximately $10 million or returning the equipment to the lessor under the lease. In the event the equipment is returned, the Company and lessor shall arrange for the disposition of the equipment. At such time the Company is obligated to pay approximately $10 million to the lessor and is entitled to receive from the lessor a residual value equal to approximately $1.4 million plus proceeds from the disposition of the equipment for the extent such proceeds exceed $1.4 million.

Deferred losses are recorded as part of the sale-leaseback transactions, and represent the difference between the carrying value of the assets sold and proceeds paid at closing by the leasing companies. Fair value was equal to or in excess of the carrying value of these assets based on asset appraisal information provided by third party valuation firms. These deferred amounts are being amortized, instead of being currently recognized, on a straight-line basis over the lives of the respective leases as required under SFAS No. 28, "Accounting for Sales with Leasebacks." Future amortization amounts relate to the remaining portion of the 2000 and 2001 sale-leaseback deferred losses. Amortization expense of deferred losses on sale-leasebacks was $8.8 million and $8.9 million for the years ended January 2, 2005 and December 28, 2003, respectively, and is included in cost of sales. Unamortized deferred losses on sale-leasebacks are $10 million and $21 million at January 2, 2005 and December 28, 2003, respectively.

Future minimum lease payments under scheduled capital and operating leases that have initial or remaining noncancelable terms in excess of one year as of January 2, 2005 are as follows:

				(In thousands)
				Capital Leases				Operating Leases
2005				$	5,290			$	52,040
2006					2,400				49,620
2007					1,250				48,050
2008					840				40,260
2009					790				33,310
Thereafter					790				129,220
Total minimum payments				$	11,360			$	352,500
Amount representing interest					(1,270	)
Obligations under capital leases					10,090
Obligations due within 1 year					(5,290	)
Long-term obligations under capital leases				$	4,800

13.    Redeemable Preferred Stock

The Company has outstanding 644,540 shares of $64.5 million in liquidation value ($56.2 million fair value as of January 2, 2005) of Series A-1 preferred stock par value $1 and authorized 644,540 shares to DaimlerChrysler Corporation. The Company will accrete from the fair value to the liquidation value ratable over the ten-year period. The preferred stock is mandatorily redeemable on December 31, 2013. Series A-1 preferred stockholders are entitled to receive, when, as and if declared by the Company's board

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

of directors, cumulative quarterly cash dividends at a rate of 11% per annum plus 2% per annum for any period for which there are any accrued and unpaid dividends.

The Company has outstanding 361,001 shares of $36.1 million in liquidation value ($34.3 million fair value as of January 2, 2005) of Series A preferred stock par value $1 and authorized 370,000 shares to Masco Corporation. The Company will accrete from the fair value to the liquidation value ratably over the twelve-year period. The preferred stock is mandatorily redeemable on December 31, 2012. Series A preferred stockholders are entitled to receive, when, as and if declared by the Company's board of directors, cumulative quarterly cash dividends at a rate of 13% per annum for periods ending on or prior to December 31, 2005 and 15% per annum for periods after December 31, 2005 plus 2% per annum for any period for which there are any accrued and unpaid dividends.

The Company has outstanding 184,153 shares with a fair value of $18.4 million of redeemable Series B preferred stock to Heartland. The redeemable Series B preferred shares issued are mandatory redeemable on June 15, 2013. The Series B preferred stockholders are entitled to receive, when, as and if declared by the Company's Board of Directors, cumulative semi-annual cash dividends at a rate of 11.5% per annum. Heartland Industrial Partners ("Heartland") purchased all of the outstanding shares of Series B preferred stock from former GMTI shareholders on December 31, 2003.

Preferred stock dividends (including accretion of $1.1 million in 2004) were $19.9 million and $9.3 million, while dividend cash payments were zero, for the years ended January 2, 2005 and December 28, 2003, respectively. Thus, unpaid accrued dividends were $40.3 million and $21.4 million for the years ended January 2, 2005 and December 28, 2003, respectively. Redeemable preferred stock, consisting of outstanding shares and unpaid dividends, was $149.2 million and $74.0 million in the Company's consolidated balance sheet at January 2, 2005 and December 28, 2003, respectively.

14. Derivative Financial Instruments

In the past, the Company has managed its exposure to changes in interest rates through the use of interest rate protection agreements. These interest rate derivatives are designated as cash flow hedges. The effective portion of each derivative's gain or loss is initially reported as a component of other comprehensive income (loss) and subsequently reclassified into earnings when the forecasted transaction affects earnings. The Company does not use derivatives for speculative purposes.

In February 2001, the Company entered into interest rate protection agreements with various financial institutions to hedge a portion of its interest rate risk related to the term loan borrowings under its credit facility. These agreements included two interest rate collars with a term of three years, a total notional amount of $200 million, and a three-month LIBOR interest rate cap and floor of 7% and approximately 4.5%, respectively. The agreements also included four interest rate caps at a three-month LIBOR interest rate of 7% with a total notional amount of $301 million as of December 28, 2003.

All of the Company's interest rate protection arrangements matured in February 2004 and, as a result of their maturity, a cumulative pre-tax non-cash gain of $6.6 million was recorded and is reflected as a non-cash gain on maturity of interest rate arrangements in the Company's consolidated statement of operations for the year ended January 2, 2005. Prior to their maturity, $6.6 million net of tax was included in accumulated other comprehensive income related to these arrangements. Prior to the expiration of these agreements, the Company recognized additional interest expense of $1.1 million and $6.5 million for the years ended January 2, 2005 and December 28, 2003, respectively.

15. Segment Information

The Company has defined a segment as a component with business activity resulting in revenue and expense that has separate financial information evaluated regularly by the Company's chief operating decision maker and its board of directors in determining resource allocation and assessing performance.

The Company has established Adjusted Earnings Before Interest Taxes Depreciation and Amortization ("Adjusted EBITDA") as a key indicator of financial operating performance. The Company

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

defines Adjusted EBITDA as net income (loss) before cumulative effect of accounting change and before interest, taxes, depreciation, amortization, asset impairment, non-cash losses on sale-leaseback of property and equipment and non-cash restricted stock award expense. Adjusted EBITDA is a non-GAAP measure and therefore caution must be exercised in using Adjusted EBITDA as an analytical tool and should not be used in isolation or as a substitute for analysis of our results as reported under GAAP. In evaluating Adjusted EBITDA, management deems it important to consider the quality of the Company's underlying earnings by separately identifying certain costs undertaken to improve the Company's results, such as costs related to consolidating facilities and businesses in an effort to eliminate duplicative costs or achieve efficiencies, costs related to integrating acquisitions and restructuring costs related to expense reduction efforts.

In the second quarter of 2002, the Company modified its organizational structure. As a result, the Company is comprised of three reportable segments: Chassis, Driveline and Engine. In 2003, the Company moved one of its European operations that had historically been part of the Chassis segment to the Engine segment, and moved one of its domestic operations that had historically been part of the Driveline segment to the Engine segment. In 2004, the Company moved one of its North American operations that had historically been part of the Engine segment to the Chassis segment. The 2003 amounts have been restated to reflect this transfer. However, as operations within this transferred facility were moved to other locations in 2003, 2002 amounts have not been restated.

As discussed in Note 18, Disposition of Businesses, the Company completed a divestiture of a portion of its TriMas Group on June 6, 2002. The TriMas Group is presented at the group level, rather than by segment, for all periods presented. Subsequent to June 6, 2002, the Company's equity investment in TriMas and equity share in TriMas' earnings (loss) is included in "Automotive/centralized resources ("Corporate")."

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

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

ENGINE — Manufactures a broad range of engine components, modules and systems, including sintered metal, powder metal, forged and tubular fabricated products used for a variety of applications. These applications include balance shaft modules and front cover assemblies.

The Company's export sales approximated $333 million, $149 million and $174 million in 2004, 2003 and 2002, respectively. Intercompany sales for 2004 were $8 million and $3 million for the Driveline and Engine segments, respectively. Intercompany sales are recognized in accordance with the Company's revenue recognition policy and are eliminated in consolidation.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Segment activity for the years ended January 2, 2005, December 28, 2003 and December 29, 2002 is as follows:

				(In thousands)
				2004				2003				2002
Sales
Automotive Group
Chassis				$	583,620			$	143,590			$	143,650
Driveline					784,460				790,750				807,010
Engine					636,180				573,860				512,960
Automotive Group					2,004,260				1,508,200				1,463,620
TriMas Group					—				—				328,580
Total Sales				$	2,004,260			$	1,508,200			$	1,792,200
Adjusted EBITDA
Automotive Group
Chassis				$	44,960			$	12,350			$	13,520
Driveline					64,070				71,590				100,590
Engine					96,290				81,780				63,370
Automotive Operating					205,320				165,720				177,480
Automotive/centralized resources ("Corporate")					(34,650	)			(31,720	)			(17,250	)
Automotive Group				$	170,670			$	134,000			$	160,230
TriMas Group					—				—				62,400
Total Adjusted EBITDA					170,670				134,000				222,630
Depreciation & amortization					(132,100	)			(106,350	)			(107,430	)
Legacy stock award expense					(560	)			(3,090	)			(4,880	)
Asset impairment					—				(4,870	)			—
Loss from operations due to sale of manufacturing facilities					(7,600	)			—				—
Non-cash charges					(1,000	)			610				(1,610	)
Operating profit				$	29,410			$	20,300			$	108,710
Income Taxes
Automotive Group
Chassis				$	—			$	—			$	—
Driveline					(780	)			8,740				13,150
Engine					4,350				7,360				2,850
Automotive Group					3,570				16,100				16,000
Corporate					(40,440	)			(24,760	)			(56,960	)
Total				$	(36,870	)		$	(8,660	)		$	(40,960	)

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Financial Summary by Segment:

				(In thousands)
				2004				2003				2002
Total Assets:
Automotive Group
Chassis				$	338,650			$	135,560			$	148,260
Driveline					926,920				967,790				865,120
Engine					574,630				525,190				653,700
Automotive Group					1,840,200				1,628,540				1,667,080
TriMas Group					—				—				—
Corporate					354,550				383,320				350,910
Total				$	2,194,750			$	2,011,860			$	2,017,990
Capital Expenditures:
Automotive Group
Chassis				$	36,690			$	24,120			$	14,500
Driveline					46,710				45,110				36,470
Engine					68,090				47,410				49,310
Automotive Group					151,490				116,640				100,280
TriMas Group					—				—				9,960
Corporate					950				14,080				6,210
Total				$	152,440			$	130,720			$	116,450
Depreciation and Amortization:
Automotive Group
Chassis				$	27,300			$	7,630			$	5,330
Driveline					54,940				53,540				45,480
Engine					39,290				35,980				30,630
Automotive Group					121,530				97,150				81,440
TriMas Group					—				—				16,000
Corporate					10,570				9,200				9,990
Total				$	132,100			$	106,350			$	107,430

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents the Company's revenues for each of the years ended January 2, 2005, December 28, 2003 and December 29, 2002, and total assets and long lived assets (defined as equity investments and receivables in affiliates, net fixed assets, intangible and other assets and excess of cost over net assets of acquired companies) at each year ended January 2, 2005 and December 28, 2003, by geographic area, attributed to each subsidiary's continent of domicile (in thousands). Revenue and total assets from no single foreign country were material to the consolidated revenues and net assets of the Company.

				(In thousands)
				2004												2003												2002
				Sales				Total Assets				Long Lived Assets				Sales				Total Assets				Long Lived Assets				Sales
Europe				$	334,780			$	435,500			$	364,270			$	296,540			$	400,420			$	339,950			$	247,370
Australia					—				—				—				—				—				—				10,850
Other North America					71,930				85,690				62,580				50,200				55,610				44,690				56,150
Other foreign					17,420				32,290				23,450				7,890				6,820				4,320				6,160
Total foreign				$	424,130			$	553,480			$	450,300			$	354,630			$	462,850			$	388,960			$	320,530
United States				$	1,580,130			$	1,641,270			$	1,380,700			$	1,153,570			$	1,549,010			$	1,305,850			$	1,471,670

A significant percentage of the Automotive Group's revenues is from four major customers. The following is a summary of the percentage of Automotive Group revenue from these customers for the fiscal year ended:

				January 2, 2005				December 28, 2003				December 29, 2002(1)
Ford Motor Company					12.5	%			16.9	%			17.5	%
DaimlerChrysler Corporation					24.4	%			10.5	%			12.0	%
General Motors Corporation					7.2	%			10.3	%			12.0	%
New Venture Gear(2)					—				8.2	%			11.5	%

(1)	Excludes net sales to TriMas prior to our June 6, 2002 divestiture.

(2)	New Venture Gear, a joint venture between DaimlerChrysler and General Motors, was dissolved in 2003. Therefore, comparable 2004 sales are now split between DaimlerChrysler, General Motors and other Tier 1 customers.

16.    Acquisitions

In the first quarter of 2004, effective December 31, 2003, the Company completed a transaction with DaimlerChrysler Corporation ("DaimlerChrysler") that transferred full ownership of the New Castle Machining and Forge ("New Castle") manufacturing operations to Metaldyne. From January 2003 until the transaction at December 31, 2003, New Castle was managed as a joint venture between Metaldyne and DaimlerChrysler; at December 28, 2003, the Company's investment in this joint venture was approximately $20 million (before fees and expenses of approximately $2 million). The New Castle facility manufactures suspension and powertrain components for Chrysler, Jeep and Dodge vehicles; additionally, Metaldyne has launched initiatives to expand the customer base beyond DaimlerChrysler. The New Castle manufacturing operations are part of the Company's Chassis segment.

As part of the New Castle transaction, Metaldyne acquired Class A and Class B units representing DaimlerChrysler's entire joint venture interest in New Castle. In exchange, Metaldyne delivered to DaimlerChrysler $215 million (before fees and expenses of approximately $3 million), comprised of $118.8 million in cash; $31.7 million (fair value of $26.9 million as of December 31, 2003) in aggregate principal amount of a new issue of its 10% senior subordinated notes; and $64.5 million (fair value of $55.3 million as of December 31, 2003) in aggregate liquidation preference of its Series A-1 preferred stock. Included in the $5 million fees and expenses is a $2.4 million transaction fee paid to Heartland Industrial

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Partners (Heartland") pursuant to the acquisition of New Castle. The cash portion of the consideration was funded in part by the net cash proceeds of approximately $58 million from the sale-leaseback of certain machinery and equipment with a third-party lessor, with the remainder funded through Metaldyne's revolving credit facility.

The fair value of assets and liabilities of New Castle at December 31, 2003 consisted of the following (in thousands):

Current assets				$	13,370
Property and equipment, net					109,020
Intangible assets, customer contracts					32,880
Goodwill					28,770
Total assets					184,040
Total liabilities (including deferred taxes of $1,690)					15,800
Net assets				$	168,240

In connection with the acquisition of New Castle, the Company recorded $33.6 million of tax deductible goodwill that is amortizable over a 15 year period. The tax deductible goodwill in excess of goodwill recorded in connection with the transaction for financial reporting purposes is attributable to the unamortized accretion, as of the issue date, of the 10% senior subordinated notes.

The following unaudited pro forma financial information summarizes the results of operations for the Company for the year ended December 28, 2003 assuming the New Castle acquisition had been completed as of the beginning of the period.

				(In thousands)
				Year Ended December 28, 2003 (Unaudited)
Net sales				$	1,886.7
Net loss attributable to common stock					(108.1	)
Loss per share					(2.53	)

In addition to the purchase accounting adjustments, the pro forma results reflect a reduction in sales to contractual sales prices and a reduction in labor costs related to the employee agreement with DaimlerChrysler.

Historically revenue for the New Castle facility was determined based upon the sale of product to DaimlerChrysler assembly plants within North America and to third party customers not related to DaimlerChrysler based upon New Castle's standard cost of production. For pro forma presentation, an adjustment of $19 million has been made to reduce net sales based upon the contract with DaimlerChrysler.

The historical results reflect labor costs based upon existing labor agreements. For pro forma purposes, an adjustment of $54 million has been made to reflect the reduction in employee costs based upon the employee matters agreement with DaimlerChrysler.

On May 15, 2003, the Company acquired a facility in Greensboro, North Carolina, from Dana Corporation ("Dana") for approximately $7.7 million at closing and agreed to pay an additional $1.4 million in cash over a period of time ending on December 31, 2004. The Company may also be obligated to pay up to an additional $1.4 million in cash conditioned upon being awarded new business by June 30, 2005 valued at least at $1.4 million. The Greensboro facility became part of the Driveline segment's Transmission and Program Management division. The Greensboro operation, which employs approximately 140 people, machines cast iron and aluminum castings, including various steering knuckles and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

aluminum carriers for light truck applications. The results of operations of the facility have been included in the consolidated financial statements since that date.

In connection with the acquisition of the Greensboro location, the Company entered into a long-term lease agreement with a third party on the facility. This lease is accounted for as an operating lease with annual lease expense of approximately $1.1 million.

In addition, the Company signed a seven-year supply agreement with Dana covering all existing business at Greensboro, including a right of last refusal on successor programs, as well as a commitment to award $20 million of new forging business to the Company. Dana has also issued purchase orders, to be satisfied at other of the Company's facilities, for incremental other tube, gear and carrier business for a number of platforms.

17.    Asset Impairments and Restructuring Related Integration Actions

In 2004, the Company entered into several restructuring arrangements whereby it incurred approximately $2.8 million of costs associated with severance for the year ended January 2, 2005. Charges incurred by segment are as follows: Chassis Group $0.1 million relating to headcount reduction initiatives; Driveline Group $1.8 million primarily relating to charges associated with the closure of a facility in Europe; Engine Group $0.1 million relating to headcount reduction initiatives; and Corporate $0.8 million primarily relating to headcount reductions. In fiscal 2003, the Company entered into several restructuring arrangements whereby it incurred approximately $13.1 million of costs associated with severance and facility closures. These actions include the completion of the Engine segment's European operation reorganization that was initiated in fiscal 2002 and completed in the first quarter of 2003 and actions within the Driveline segment's forging operations and administrative departments to eliminate redundant headcount and adjust costs to reflect the decline in the Company's forging revenue in 2003. Also included in this charge were severance costs to replace certain members of the Company's executive management team and the costs to restructure several departments in the Company's corporate office, including the sales, human resources and information technology departments. The Company expects to realize additional savings from the 2004 and 2003 restructuring actions, described above, in 2005 as reductions in employee-related expenses recognized in both cost of goods sold and selling, general and administrative expense.

In June 2002, the Company announced the reorganization of its Engine segment's European operations, to streamline the engineering, manufacturing and reporting structure of its European operations. This restructuring includes the closure of a manufacturing facility in Halifax, England. In addition, the Company announced the closure of a small manufacturing location in Memphis, Tennessee and management restructuring within its North American engine operations.

The following table summarizes the activity for the accruals established relating to the three acquisitions, as well as additional restructuring activities in 2002, and 2003 and 2004. Adjustments to previously recognized acquisition related severance and exit costs were reversed to goodwill.

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

				(In thousands)
				Acquisition Related								2002 Additional Severance And Other Exit Costs				2003 Additional Severance And Other Exit Costs				2004 Additional Severance And Other Exit Costs				Total
				Severance Costs				Exit Costs
Balance at December 29, 2002				$	9,880			$	540			$	2,380			$	—			$	—			$	12,800
Charges to expense					—				—				—				13,130				—				13,130
Cash payments					(8,110	)			(540	)			(2,020	)			(5,820	)			—				(16,490	)
Reversal of unutilized amounts					(390	)			—				—				—				—				(390	)
Balance at December 28, 2003				$	1,380			$	—			$	360			$	7,310			$	—			$	9,050
Charges to expense					—				—				—				—				2,750				2,750
Cash payments					(310	)			—				(360	)			(4,600	)			(2,240	)			(7,510	)
Reversal of unutilized amounts					(360	)			—				—				—				—				(360	)
Balance at January 2, 2005				$	710			$	—			$	—			$	2,710			$	510			$	3,930

The above amounts represent total estimated cash payments, of which $3.2 million and $6.5 million are recorded in accrued liabilities, with $0.7 million (which will primarily be paid out in fiscal 2006) and $2.6 million recorded in other long-term liabilities in the Company's consolidated balance sheet at January 2, 2005 and December 28, 2003, respectively.

18.    Disposition of Businesses

On February 1, 2004, the Company completed an asset sale pursuant to which substantially all of the business associated with two of the aluminum die casting facilities in its Driveline segment was sold to Lester PDC, Ltd, a Kentucky-based aluminum die casting and machining company. The Company retained an interest in approximately $5.6 million in working capital (principally accounts receivable). Cash paid in the transaction to buy out the remaining portion of the equipment that had previously been sold under an operating lease arrangement by the Company was approximately $6.1 million, net of proceeds from Lester PDC of $4.1 million. The buyer also agreed to lease the Bedford Heights, Ohio and sub-lease the Rome, Georgia facilities from the Company for total annual lease payment of approximately $0.6 million. In addition, Lester PDC and Metaldyne entered into a supply agreement. These facilities had 2003 combined sales of approximately $62 million and an operating loss of approximately $14 million. Both manufacturing operations were part of the Company's Driveline segment. In connection with the disposition of these manufacturing facilities, the Company recognized a charge of $7.6 million on the Company's consolidated statement of operations for the year ended January 2, 2005. The charge represents the book value of approximately $12 million in fixed assets and deferred financing fees offset by the $4.1 million in cash consideration paid by Lester PDC for the assets.

In November 2004, Lester PDC discontinued operations at the Bedford Heights facility and the supply agreement and lease agreement between Lester PDC and Metaldyne were terminated. As a result, Metaldyne assumed production of some of the products at the Bedford Heights facility that were subject to the terminated supply agreement. One of these product lines is currently being manufactured at the Bedford Heights facility and the remaining products have been moved to other Metaldyne facilities. The lease agreement represented annual lease revenue to Metaldyne of approximately $0.2 million.

On May 9, 2003, the Company sold its Chassis segment's Fittings division to TriMas Corporation ("TriMas") for $22.6 million plus the assumption of an operating lease. This transaction was accounted for as a sale of entities under common control, due to common ownership between TriMas and the Company. Therefore, the proceeds, in excess of the book value, amounting to $6.3 million were recorded as "equity and other investments in affiliates" in the Company's consolidated balance sheet. The Fittings division, which is a leading manufacturer of specialized fittings and cold-headed parts used in automotive and industrial applications, became part of the TriMas Fastening Systems Group.

76

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

19.    Other Income (Expense), Net

				(In thousands)
				2004				2003				2002
Other, net:
Interest income				$	1,390			$	470			$	1,140
Debt fee amortization					(3,880	)			(2,480	)			(4,770	)
Accounts receivable securitization financing fees					(2,950	)			(2,630	)			(2,840	)
Foreign currency gains (losses)					(940	)			(1,010	)			(200	)
Other, net					(1,890	)			(2,430	)			(2,310	)
Total other, net				$	(8,270	)		$	(8,080	)		$	(8,980	)

20.    Supplementary Cash Flow Information

Significant transactions not affecting cash were: in 2004, the $7.6 million loss on the disposition of manufacturing facilities as a result of the sale of Bedford Heights, Ohio and Rome, Georgia facilities, the $6.6 million gain on the maturity of interest rate arrangements in February 2004, the $1.5 million equity earnings from affiliates and the $3.2 million loss on disposal of fixed assets; in 2003, the asset impairment of $4.9 million from discontinued operations as a result of the sale of the Bedford Heights, Ohio and Rome, Georgia manufacturing facilities completed in February 2004, the $15 million loss on disposal of fixed assets and the $21 million loss from the Company's equity affiliates; and in 2002, the cumulative effect of change in recognition and measurement of goodwill impairment of $36.6 million, the loss on early extinguishment of debt of $68.9 million and the $7.5 million loss on interest rate arrangements. Also refer to Note 18, Disposition of Businesses, for the impact of the TriMas disposition on cash flows.

77

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

21.    Stock Options and Awards

The Company has a stock-based employee compensation plan and has issued equity-based incentives in various forms. At January 2, 2005, the Company has stock options and units outstanding to key employees of the Company for approximately 0.9 million shares at a price of $16.90 per share, 1.0 million shares at a price of $8.50 per share and 0.8 million shares at a price of $6.50 per share. However, these options and units are required to be held and cannot be exercised until the elapse of a certain time period after a public offering.

Beginning in 2004, the Company offered eligible employees the opportunity to participate in a new Voluntary Stock Option Exchange Program (the "Program"), to exchange all of their outstanding options to purchase shares of the Company's common stock granted under the Plan for new stock options and restricted stock units to be granted under the Plan. Participation in the Program is voluntary; however, elections were required to be received by January 14, 2004, with new stock options to be granted on or after July 15, 2004 and restricted stock units granted on January 15, 2004. Non-eligible participants in the existing Plan and those eligible employees not electing to participate in the new Program will continue to be eligible to participate in the existing Plan. Stock compensation expense for the year ended January 2, 2005 was $0.6 million.

Prior to November 2001, the Company's Long Term Stock Incentive Plan provided for the issuance of stock-based incentives. The Company granted long-term stock awards, net, for approximately 0.4 million shares of Company common stock during 2000 (prior to the recapitalization) to key employees of the Company. The weighted average fair value per share of long-term stock awards granted during 2000 on the date of grant was $13. Compensation expense for the vesting of long-term stock awards was approximately $3.1 million and $4.9 million in 2003 and 2002, respectively, and is included with selling, general and administrative expenses in the Company's consolidated statement of operations. Prior to the recapitalization merger, the unamortized value of unvested stock awards were generally amortized over a ten-year vesting period and were recorded in the financial statements as a deduction from shareholders' equity.

As part of the recapitalization, the Company cancelled outstanding stock awards and made new restricted stock awards to certain employees of approximately 3.7 million shares of Company common stock. Under the terms of the recapitalization agreement, those shares become free of restriction, or vest, as to one-quarter upon the closing of the recapitalization merger and one-quarter in each of January 2002, 2003 and 2004. Holders of restricted stock were entitled to elect cash in lieu of 40% of their respective stock, which vested at the closing of the recapitalization merger. On each of the subsequent vesting dates, holders of restricted stock may elect to receive all of the installment in common shares, 40% in cash and 60% in common shares, or 100% of the installment in cash. The number of shares to be received will increase by 6% per annum and any cash to be received will increase by 6% per annum from the $16.90 per share recapitalization consideration.

As a result of the ability of the holder to elect a partial or full cash option, the restricted shares were classified as redeemable restricted common stock on the Company's consolidated balance sheet. There were approximately 0.8 million restricted shares outstanding at December 28, 2003. At December 28, 2003, holders of unvested awards had elected the cash option for approximately $16.0 million of the January 14, 2004 vesting. A portion of this obligation belongs to the Company's former TriMas subsidiary, but the Company must continue to record TriMas' portion of the redeemable restricted common stock recognized on its consolidated balance sheet. The entire portion of the January 14, 2004 vesting amount of $17.2 million was recorded as accrued liabilities on the Company's consolidated balance sheet as of December 28, 2003. TriMas' portion, consisting of approximately 45% of total obligations, is included in the above restricted stock amounts as of December 28, 2003.

78

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

A summary of the status of the Company's stock options and units granted under the Plan for the three years ended 2004, 2003 and 2002 is as follows:

				(Shares in thousands)
				2004				2003				2002
Option shares outstanding, beginning of year					2,661				2,539				2,855
Weighted average exercise price				$	16.90			$	16.90			$	16.90
Option and unit shares granted					1,983				306				153
Weighted average exercise price				$	7.58			$	16.90			$	16.90
Option and unit shares exercised					—				—				—
Weighted average exercise price					—				—				—
Option and unit shares cancelled due to forfeitures					(109	)			(184	)			(469	)
Option shares exchanged for units					(1,799	)			—				—
Weighted average exercise price				$	16.90			$	16.90			$	16.90
Option and unit shares outstanding, end of year					2,736				2,661				2,539
Weighted average exercise price				$	10.57			$	16.90			$	16.90
Weighted average remaining option term (in years)					6.5				7.5				8.5
Option and unit shares exercisable, end of year					—				—				—
Weighted average exercise price					—				—				—

The weighted average exercise price of long-term stock awards is $10.57 per share at January 2, 2005. A combined total of approximately 4.9 million shares of Company common stock was available for the granting of options and incentive awards under the above plans in 2004, 2003 and 2002.

The weighted average fair value on the date of grant of options granted was zero in 2004, 2003 and 2002. Had stock option compensation expense been determined pursuant to the methodology of SFAS No. 123, the pro forma effects on the Company's basic earnings per share would have been no effect in 2004 and a reduction of approximately $0.04 in each of 2003 and 2002. The fair value of the Company's stock at the date of grant was $4.80 (assuming the removal of the lack of marketability and minority discount applied for purposes of this stock valuation, the value would range between $8.50 and $9.00 per share), $8.50 and $11.32 in 2004, 2003 and 2002, respectively.

The fair value of the options was estimated at the date of grant using the minimum value method for 2004, 2003 and 2002, with no assumed dividends or volatility, a weighted average risk-free interest rate of 3.67% in 2004 and 3.36% in 2003, and an expected option life of 5.5 years in both 2004 and 2003.

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

22.    Loss Per Share

The following provides a reconciliation of the numerators and denominators used in the computations of basic and diluted loss per common share:

				(In thousands except per share amounts)
				2004				2003				2002
Weighted average number of shares outstanding for basic and diluted					42,800				42,730				42,650
Loss before cumulative effect of change in accounting				$	(27,990	)		$	(75,330	)		$	(28,130	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—				—				(36,630	)
Net loss					(27,990	)			(75,330	)			(64,760	)
Less: Preferred stock dividends					—				9,260				9,120
Loss used for basic and diluted earnings per share computation				$	(27,990	)		$	(84,590	)		$	(73,880	)
Basic and diluted loss per share:
Before cumulative effect of change in accounting principle less preferred stock				$	(0.65	)		$	(1.98	)		$	(0.87	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—				—				(0.86	)
Net loss attributable to common stock				$	(0.65	)		$	(1.98	)		$	(1.73	)

Diluted earnings per share reflect the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. Excluded from the calculation of diluted earnings per share are stock options representing 2.69 million and 2.66 million of common shares as they are anti-dilutive at January 2, 2005 and December 28, 2003, respectively.

Contingently issuable shares, representing approximately 0.05 million, 0.9 million and 1.7 million restricted common shares, have an anti-dilutive effect on earnings per share for the years ended January 2, 2005, December 28, 2003 and December 29, 2002, respectively.

23.    Income Taxes

				(In thousands)
				2004				2003				2002
Income (loss) before income taxes:
Domestic				$	(114,050	)		$	(122,690	)		$	(104,740	)
Foreign					49,190				38,700				35,650
				$	(64,860	)		$	(83,990	)		$	(69,090	)
Provision for income taxes:
Currently payable:
Federal				$	(5,910	)		$	—			$	(44,830	)
Foreign					4,900				15,130				8,820
State and local					1,870				410				(1,060	)
					860				15,540				(37,070	)
Deferred:
Federal					(30,380	)			(24,230	)			(11,110	)
Foreign					(1,330	)			970				7,180
State and local					(6,020	)			(940	)			40
					(37,730	)			(24,200	)			(3,890	)
Income taxes				$	(36,870	)		$	(8,660	)		$	(40,960	)

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The components of deferred taxes at January 2, 2005 and December 28, 2003 are as follows:

				(In thousands)
				2004				2003
Deferred tax assets:
Inventories				$	570			$	—
Accrued liabilities and other long-term liabilities					60,850				65,370
Net operating losses					72,970				43,950
Investment in subsidiary					2,980				6,700
					137,370				116,020
Valuation allowance					(12,220	)			(11,260	)
					125,150				104,760
Deferred tax liabilities:
Property and equipment					143,330				153,060
Intangible assets					48,080				51,880
Other, principally investments					9,730				10,650
					201,140				215,590
Net deferred tax liability				$	75,990			$	110,830

The net deferred tax liability resides in the following components of the balance sheet:

				(In thousands)
				2004				2003
Assets:
Deferred and refundable income taxes				$	12,920			$	9,110
Intangible and other assets					—				5,390
					12,920				14,500
Liabilities:
Accrued liabilities					—				3,810
Deferred income taxes					88,910				121,520
					88,910				125,330
Total net deferred tax liability				$	75,990			$	110,830

The following is a reconciliation of tax computed at the U.S. federal statutory rate to the provision for income taxes allocated to income before income taxes:

				(In thousands)
				2004				2003				2002
U.S. federal statutory rate					35	%			35	%			35	%
Tax at U.S. federal statutory rate				$	(22,710	)		$	(29,400	)		$	(24,180	)
State and local taxes, net of federal tax benefit					(1,070	)			(340	)			(1,220	)
Change in valuation allowance for state income taxes					(2,700	)			—				—
Higher (lower) effective foreign tax rate					(4,400	)			2,560				2,600
Foreign dividends					510				5,990				1,070
Refunds received in excess of prior recorded amounts					(7,070	)			—				—
Preferred stock dividends					6,590				—				—
Change in accrual for tax contingencies					(6,250	)			—				—
Valuation allowance on equity earnings					—				1,980				—
Undistributed foreign earnings					750				10,200				—
Change in valuation allowance as a result of utilization of capital losses					—				—				(20,000	)
Other, net					(520	)			350				770
Income taxes				$	(36,870	)		$	(8,660	)		$	(40,960	)

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of January 2, 2005, the Company had unused U.S. net operating loss ("NOL") carryforwards of approximately $173 million. $0.4 million of these losses will expire in 2020; $25 million will expire in 2021; $1.2 million will expire in 2022; $54 million will expire in 2023; and $92 million will expire in 2024. The Company has also recognized a deferred tax asset for unused state NOL carryforwards in the current year totaling $2.7 million. These NOL carryforwards expire in various years beginning in 2024.

A provision has been made for U.S. or additional foreign withholding taxes on approximately $11 million and $10 million of the undistributed earnings of one foreign subsidiary at January 2, 2005 and December 28, 2003, respectively. A provision for such taxes has not been made on approximately $368 million and $285 million of the undistributed earnings of the Company's other foreign subsidiaries for the years ended January 2, 2005 and December 28, 2003, respectively, as the Company intends to permanently reinvest the earnings of these entities. Generally, such earnings become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of deferred tax liability on such undistributed earnings.

Tax expense for the year ended December 29, 2002 is shown before the cumulative effect of change in recognition and measurement of goodwill impairment of $36.6, for which no tax benefit is available.

In June 2002, the Company completed its analysis of the impact related to the U.S. Department of Treasury's recently issued regulations that replaced the loss disallowance rules applicable to the sale of stock of a subsidiary member of a consolidated tax group. These regulations permit the Company to utilize a previously disallowed capital loss that primarily resulted from the sale of a subsidiary in 2000. In the year ended December 29, 2002, the Company filed an amended tax return to claim a refund relating to the previously disallowed loss and recorded a tax benefit of $20 million relating to the refund claim. In July 2004, the Company received a $27 million refund relating to the claim. The difference in the amount of benefit recorded in 2002 and the refund received in 2004, $7 million, has been recorded as a benefit in the current tax provision.

FASB Statement No. 109, Income Taxes, requires recognition of a valuation allowance when it is "more likely than not that some portion or all of the deferred tax assets will not be realized." The ultimate realization of deferred tax assets depends on Metaldyne's ability to generate sufficient taxable income in the future. The valuation allowance principally relates to the uncertainty of future utilization of certain foreign and state net operating losses, and the excess of the Company's tax cost basis over net book value of TriMas stock, where it is not anticipated that the Company will generate enough capital gain income to offset any capital loss that may occur upon the sale of its shares in future years. The net increase (decrease) in the valuation allowance for the years ending January 2, 2005 and December 28, 2003 was $1 million and ($4.3) million, respectively.

Included in the state deferred tax expense for January 2, 2005 is a benefit of $2.7 million that is attributable to a reduction in a valuation allowance previously established against deferred tax assets for certain net operating loss carryforwards that the Company has determined is no longer warranted.

24.    Employee Benefit Plans

Substantially all employees participate in noncontributory profit-sharing and/or contributory defined contribution plans, to which payments are approved annually by the Board of Directors. Aggregate charges to income under defined contribution plans were $8.8 million in 2004, $9.3 million in 2003 and $4 million in 2002. Anticipated 2005 contributions to the defined contribution plans will be approximately $10.6 million.

As of January 1, 2003, the Company replaced its existing combination of defined benefit plans and defined contribution plans for non-union employees with an age-weighted profit-sharing plan and a 401(k) plan. Defined benefit plan benefits no longer accrue after 2002 for these employees. This change affected approximately 1,200 employees. The profit-sharing component of the new plan is calculated using allocation rates that are integrated with Social Security and that increase with age. As a result of the

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

disposition of TriMas on June 6, 2002, the Company is not responsible for TriMas' net periodic pension cost subsequent to this date. However, the Company must continue to record TriMas' portion of the net liability recognized on the Company's consolidated balance sheet.

The Company also provides other postretirement medical and life insurance benefit plans, none of which are funded, for certain of its active and retired employees. The health care plans are contributory with participants' contributions adjusted annually. As a result of the disposition of TriMas on June 6, 2002, the Company is not responsible for TriMas' net periodic postretirement benefit cost, benefit obligations and net liability subsequent to this date.

The Company uses a September 30 measurement date for all of its plans. The straight-line method is used to amortize prior service amounts and unrecognized net gains and losses for all pension and postretirement benefit plans. The below includes all of the Company's domestic and foreign pension and other postretirement benefit plans.

Obligations and funded status at January 2, 2005 and December 28, 2003:

				(In thousands)
				Pension Benefits								Other Benefits
				2004				2003				2004				2003
Change in Benefit Obligation
Benefit obligation at beginning of year				$	289,120			$	260,750			$	53,340			$	45,410
Service cost					3,070				3,220				1,330				1,020
Interest cost					17,320				17,100				2,970				3,010
Plan participants' contributions					190				240				450				—
Amendments					230				1,890				—				—
Actuarial loss					6,930				17,820				1,440				7,040
Benefits paid					(13,950	)			(14,060	)			(3,290	)			(3,140	)
Change in foreign currency					2,740				4,870				—				—
Change due to amendment/settlement/spin-off					—				—				(1,980	)			—
Change due to curtailment					(1,470	)			(2,710	)			—				—
Benefit obligation at end of year					304,180				289,120				54,260				53,340
Change in Plan Assets
Fair value of plan assets at beginning of year					162,720				148,660				—				—
Actual return on plan assets					13,640				9,790				—				—
Employer contribution					18,930				16,380				2,840				3,140
Plan participants' contributions					190				—				450				—
Benefits paid					(13,950	)			(14,060	)			(3,290	)			(3,140	)
Expenses/other					1,410				1,950				—				—
Fair value of plan assets at end of year					182,940				162,720				—				—
Net Amount Recognized
Funded status					(121,240	)			(126,400	)			(54,260	)			(53,340	)
Unrecognized net actuarial loss					101,390				92,510				14,810				13,840
Unrecognized prior service cost (benefit)					2,160				2,060				(2,580	)			(1,370	)
Net amount recognized				$	(17,690	)		$	(31,830	)		$	(42,030	)		$	(40,870	)
Amounts Recognized in the Statement of Financial Position
Accrued benefit cost				$	(115,980	)		$	(119,540	)		$	(42,030	)		$	(40,870	)
Intangible assets					2,160				2,060				—				—
Accumulated other comprehensive income					96,130				85,650				—				—
Net amount recognized				$	(17,690	)		$	(31,830	)		$	(42,030	)		$	(40,870	)
Projected benefit obligation					304,180				289,120				N/A				N/A
Accumulated benefit obligation					298,850				280,810				N/A				N/A
Fair value of plan assets					182,940				162,720				N/A				N/A

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The increase in accumulated other comprehensive income to $96.1 million ($60.6 million net of tax) at January 2, 2005 primarily reflects the excess of the accumulated benefit obligation over the fair value of the plan assets.

The Company expects to make contributions of approximately $24.0 million to the defined benefit pension plans for 2005.

				(In thousands)
				Pension Benefits												Other Benefits
				2004				2003				2002				2004				2003				2002
Components of Net Periodic Benefit Cost
Service cost				$	3,070			$	3,210			$	6,410			$	1,330			$	1,020			$	1,040
Interest cost					17,320				17,100				18,340				2,970				3,010				3,010
Expected return on plan assets					(17,220	)			(16,570	)			(15,710	)			—				—				—
Amortization of prior service cost					140				110				40				(290	)			(120	)			—
Recognized (gain) loss due to curtailments/settlements					(1,470	)			(2,450	)			1,280				(480	)			—				—
Amortization of net (gain) loss					2,370				700				30				470				280				(20	)
Net periodic benefit cost				$	4,210			$	2,100			$	10,390			$	4,000			$	4,190			$	4,030
Additional Information
Increase in minimum liability included in other comprehensive income (before tax)				$	10,480			$	25,530			$	48,520				N/A				N/A				N/A
Assumptions
Weighted-average assumptions used to determine benefit obligations at January 2, 2005, December 28, 2003 and December 29, 2002:
Discount rate					5.99	%			6.11	%			6.73	%			6.00	%			6.13	%			6.75	%
Rate of compensation increase					3.62	%			3.59	%			4.01	%			N/A				N/A				N/A
Weighted-average assumptions used to determine net periodic benefit cost for years ended January 2, 2005, December 28, 2003 and December 29, 2002:
Discount rate					6.11	%			6.73	%			7.51	%			6.13	%			6.75	%			7.625	%
Expected long-term return on plan assets					8.96	%			8.96	%			8.97	%			N/A				N/A				N/A
Rate of compensation increase					3.59	%			4.01	%			4.03	%			N/A				N/A				N/A
Assumed health care cost trend rates at January 2, 2005, December 28, 2003 and December 29, 2002:
Health care cost trend rate assumed for next year					N/A				N/A				N/A				9.50	%			10.00	%			10.50	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)					N/A				N/A				N/A				5.00	%			5.00	%			5.00	%
Year that the rate reaches the ultimate trend rate					N/A				N/A				N/A				2013				2013				2013

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

				(In thousands)
				1-Percentage- Point Increase				1-Percentage- Point Decrease
Effect on total of service and interest cost				$	310			$	(250	)
Effect on postretirement benefit obligation					3,770				(3,010	)

Plan Assets

The Company's pension plans' and other postretirement benefit plans' weighted-average asset allocations at January 2, 2005 and December 28, 2003, by asset category, are as follows:

				Pension Benefits
				Plan Assets At
				January 2, 2005				December 28, 2003
Asset Category
Equity securities					65	%			56	%
Debt securities					33	%			36	%
Other (Cash)					2	%			8	%
Total					100	%			100	%

Cash Flows

The following pension benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

				Pension Benefits January 2, 2005
2005				$	12,010
2006				$	12,240
2007				$	12,880
2008				$	13,600
2009				$	14,340
2010 - 2014				$	85,890

Investment Policy and Strategy

The policy, established by the Retirement Plan Administrative Committee, is to provide for growth of capital with a moderate level of volatility by investing assets per the target allocations stated above. The asset allocation and the investment policy will be reviewed on a semi-annual basis, to determine if the policy should be changed.

Determination of Expected Long-Term Rate of Return

The expected long-term rate of return for the plan's total assets is based on the expected return of each of the above categories, weighted based on the target allocation for each class. Equity securities are expected to return 10% to 11% over the long-term, while debt securities are expected to return between 4% and 7%. The Retirement Plan Administrative Committee expects that the plans' asset manager will provide a modest (0.5% to 1.0% per annum) premium to the respective market benchmark indices.

Medicare Prescription Drug, Improvement and Modernization Act

On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act was signed into law. This law provides for a federal subsidy to sponsors of retiree health care benefit plans that

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

provide a benefit that is at least actuarially equivalent to the benefit established by the law. The Company provides retiree drug benefits that exceed the value of the benefits that will be provided by Medicare Part D, and the Company's eligible retirees generally pay a premium for this benefit that is less than the Part D premium. Therefore, the Company has concluded that these benefits are at least actuarially equivalent to the Part D program so that Metaldyne will be eligible for the basic Medicare Part D subsidy.

In the second quarter of 2004, a Financial Accounting Standards Board (FASB) Staff Position (FSP FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003") was issued providing guidance on the accounting for the effects of the Act for employers that sponsor postretirement health care plans that provide prescription drug benefits. The FSP is effective for the first interim or annual period beginning after June 15, 2004. The Company estimates the federal subsidy included in the law will ultimately result in an approximate $7.0 million reduction in Metaldyne's postretirement benefit obligation. For 2004, the Company recognized a net reduction in postretirement expense of $0.9 million as a result of the anticipated subsidiary.

Postretirement Medical and Life Insurance Benefit Plans

In December 2004, the Company announced that it will discontinue retiree medical and life insurance coverage to its salaried and nonunion retirees and their beneficiaries effective January 1, 2006. This event has no impact on the Company's 2004 annual results since the announcement occurred subsequent to the September 30, 2004 measurement date for postretirement benefits. The Company will record an estimated curtailment gain of $2.5 million in the first quarter of 2005 pursuant to the announcement. The Company expects to reduce its 2005 SFAS No. 106 expense by $16.8 million and $1.4 million as a result of the curtailment and of FSP FAS 106-2, respectively.

25.    Fair Value of Financial Instruments

In accordance with Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," the following methods were used to estimate the fair value of each class of financial instruments:

Cash and Cash Equivalents

The carrying amount reported in the balance sheet for cash and cash equivalents approximates fair value.

Long-Term Debt

The carrying amount of bank debt and certain other long-term debt instruments approximates fair value as the floating rates applicable to this debt reflect changes in overall market interest rates.

Derivatives

The Company manages its exposure to changes in interest rates through the use of interest rate protection agreements. These interest rate derivatives are designated as cash flow hedges. The effective portion of each derivative's gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings. The Company does not use derivatives for speculative purposes.

All of the Company's interest rate protection agreements matured in February 2004 and, as a result of their maturity, a cumulative pre-tax non-cash gain of $6.6 million was recorded and is reflected as a non-cash gain on maturity of interest rate arrangements in the Company's consolidated statement of operations for the year ended January 2, 2005. See also Note 14, Derivative Financial Instruments.

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The carrying amounts and fair values of the Company's financial instruments at January 2, 2005 and December 28, 2003 are as follows:

				(In thousands)
				2004								2003
				Carrying Amount				Fair Value				Carrying Amount				Fair Value
Cash and cash investments				$	—			$	—			$	13,820			$	13,820
Receivables				$	182,410			$	182,410			$	175,020			$	175,020
Interest rate arrangements				$	—			$	—			$	(4,540	)		$	(4,540	)
Long-term debt:
Bank debt				$	413,730			$	413,730			$	351,080			$	351,080
11% senior subordinated notes, due 2012				$	250,000			$	210,000			$	250,000			$	230,000
10% senior notes, due 2013				$	150,000			$	144,750			$	150,000			$	150,000
10% senior subordinated notes, due 2014				$	31,750			$	27,180			$	—			$	—
Other long-term debt				$	14,540			$	14,540			$	15,850			$	15,850

26.    Interim and Other Supplemental Financial Data (Unaudited)

				(In thousands except per share amounts)
				For the Quarters Ended
				January 2nd				October 3rd				June 27th				March 28th
2004:
Net sales				$	499,550			$	501,680			$	521,890			$	481,140
Gross profit				$	34,230			$	34,180			$	52,390			$	52,210
Net loss				$	(2,200	)		$	(17,370	)		$	(3,170	)		$	(5,250	)
Per common share:
Basic and diluted				$	(0.05	)		$	(0.41	)		$	(0.07	)		$	(0.12	)

				(In thousands except per share amounts)
				For the Quarters Ended
				December 28th				September 28th				June 29th				March 30th
2003:
Net sales				$	389,060			$	346,680			$	390,540			$	381,920
Gross profit				$	31,410			$	33,420			$	49,830			$	41,040
Net income (loss)				$	(54,990	)		$	(10,340	)		$	1,060			$	(11,060	)
Per common share:
Basic and diluted				$	(1.35	)		$	(0.29	)		$	(0.03	)		$	(0.31	)

The 2004 results include the adoption of SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." As a result, the 2004 net loss and basic and diluted loss per share include $19.9 million of preferred stock dividends (including accretion of $1.1 million in 2004). Additionally, fourth quarter results include a $8.0 million gain on the sale of Saturn and TriMas common stock.

In the fourth quarter of 2003, the Company incurred several significant charges, including a $4.9 million asset impairment, $15 million fixed asset disposal loss, $6.1 million restructuring charge and $20.7 million equity loss of affiliates. See Note 6, Equity Investments and Receivables in Affiliates, and Note 17, Asset Impairments and Restructuring Related Integration Actions.

27.    Commitments and Contingencies

The Company is subject to claims and litigation in the ordinary course of its business, but does not believe that any such claim or litigation will have a material adverse effect on its financial position or results of operation.

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the Company's business, to which it is aware that would have a material adverse effect on the Company's financial position or results of operations.

28.    Related Party Transactions

In November 2000, the Company was acquired by an investor group led by Heartland and Credit Suisse First Boston ("CSFB") in a recapitalization transaction. Heartland is a private equity fund established to "buy, build and grow" industrial companies in sectors with attractive consolidation opportunities. In addition to TriMas (see Note 6, Equity Investments and Receivables in Affiliates), Heartland has equity interests in other industrial companies. The recapitalization and Heartland's investment have allowed the Company to continue to aggressively pursue internal growth opportunities and strategic acquisitions, and to increase the scale and future profitability of the Company. At January 2, 2005, Heartland and CSFB owned approximately 45% and 23% of the Company's common stock, respectively.

The Company maintains a monitoring agreement with Heartland for an annual fee of $4 million plus additional fees for financings and acquisitions under certain circumstances. The Heartland monitoring agreement is based on a percentage of assets calculation and Heartland has the option of taking the greater of the calculated fee (which would have totaled $5.3 million for 2004) or $4 million. Total monitoring fees paid to Heartland were $4 million for each of the years ended January 2, 2005, December 28, 2003 and December 29, 2002. Additionally, the Company recorded $0.2 million in 2004 and $0.7 million in both 2003 and 2002 for expense reimbursements to Heartland in the ordinary course of business.

Heartland is also entitled to a 1% transaction fee in exchange for negotiating, contracting and executing certain transactions on behalf of Metaldyne, including transactions for sale-leaseback arrangements and other financings. These fees totaled approximately $1.0 and $1.9 million for the years ended January 2, 2005 and December 28, 2003, respectively. Similar fees through 2002 totaled approximately $1.9 million. Total fee and expense reimbursements paid in 2004 and 2003 were approximately $0.2 million and $2 million, respectively, and amounts not remitted to Heartland total approximately $2.8 million and $1.8 million as of January 2, 2005 and December 28, 2003, respectively. These amounts are recorded as accounts payable in the Company's consolidated balance sheet as of the year ended January 2, 2005.

On December 31, 2003, Heartland purchased all of the outstanding shares of Series B preferred stock from the Company's former GMTI shareholders. See Note 13, Redeemable Preferred Stock.

Effective January 23, 2001, the Company changed its name to Metaldyne Corporation from MascoTech, Inc. The Company had a corporate service agreement through 2002 with Masco Corporation ("Masco"), which at January 2, 2005 owned approximately 6% of the Company's common stock. Under the terms of the agreement, the Company paid fees to Masco for various staff support and administrative services, research and development and facilities. Such fees aggregated zero in 2004 and 2003 and $0.5 million in 2002. Total fee and expense reimbursements not yet remitted to Masco total $0.9 million and $1.0 million as of January 2, 2005 and December 28, 2003, respectively, and are recorded as accounts payable in the Company's consolidated balance sheet as of the year ended January 2, 2005.

On June 6, 2002, the Company sold 66% of its former TriMas subsidiary to Heartland and other investors. The Company's current ownership percentage in TriMas is approximately 24%. The Company has a corporate services agreement with TriMas, which requires the Company to provide corporate staff support and administrative services to TriMas subsequent to the divestiture of TriMas. Under the terms of the agreement, the Company receives fees from TriMas, which aggregated approximately $0.4 million, $2.5 million and $0.3 million in 2004, 2003 and 2002, respectively. TriMas also reimburses Metaldyne for expense reimbursements in the ordinary course of business. The Company has recorded $7.1 million due from TriMas, consisting of tax net operating losses created prior to the disposition of TriMas, pension obligations and other expense reimbursements in the ordinary course of business, of which $2.8 million

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

is recorded as receivables from TriMas and $4.3 million is recorded as equity investments and receivables in affiliates in the Company's consolidated balance sheet as of January 2, 2005.

On November 12, 2004, the Company sold approximately 924,000 shares of its TriMas stock to Masco for $23 per shares, or a total of $21.3 million. A gain on the sale of shares totaling $2.9 million was recognized and is included in equity (gain) loss from affiliates, net on the Company's consolidated statement of operations as of January 2, 2005. See Note 6, Equity Investments and Receivables in Affiliates.

29.    Subsequent Events

In January 2005, the Company reorganized to streamline its operating efficiency and cost structure. The Company's operations were consolidated into two segments: Chassis segment and the Powertrain segment. The Chassis segment consists of the former Chassis operations plus a portion of the former Driveline operations, while the Powertrain segment consists of the former Engine operations combined with the remainder of the former Driveline operations. As this change became effective in fiscal 2005, the Company's Form 10-Q for the quarter ending April 3, 2005 will report operating results in these two segments along with restated results for the year ended January 2, 2005.

On February 4, 2005, the Company entered into a sale-leaseback transaction for machinery and equipment with a third party lessor. The Company received $6.5 million cash as part of this transaction.

Metaldyne entered into a Commitment Letter with General Electric Capital Corporation ("GECC") dated as of March 31, 2005 related to its existing accounts receivable securitization facility (the, "Existing Agreement"). The Commitment Letter provides for (i) an initial amendment to the Existing Agreement (the Existing Agreement as so amended, the "Amended Agreement"), (ii) an "Extension Facility" that will further amend the Amended Agreement and (iii) a "New Facility" that is expected to eventually replace the Extension Facility.

The Amended Agreement is expected to (a) change the maturity date of the facility to January 1, 2007, (b) install GECC as the new Administrative Agent, (c) improve customer concentration limits, (d) increase program availability and (e) adjust certain default triggers (clauses (c), (d) and (e) together the "Operative Amendments").

The Extension Facility is expected to (i) improve advance rates relative to the Amended Agreement, (ii) change the margins applicable to advances based on LIBOR to 1.75% for the first 90 days, 2.00% for the next 90 days, and 2.25% thereafter, and (iii) change the maximum financing from $150 million to $175 million. The Extension Facility will also address various administrative and technical matters.

The New Facility is expected to (i) increase the facility size to $225 million, (ii) improve advance rates relative to the Extension Facility, and (iii) provide a term of the agreement for up to five years.

If the Company has not entered into an intercreditor agreement with its lending agent within 60 days subsequent to the date of the Amended Agreement, then the Operative Amendments will cease to be effective until such intercreditor agreement is entered into. Further, such intercreditor agreement is a condition precedent to the Extension Facility and the New Facility. GECC's commitment under the letter agreement to enter into the Amended Agreement expires on May 15, 2005. GECC's commitment to provide the Extension Facility expires on January 1, 2007. GECC's commitment to provide the New Facility expires on August 15, 2005. There can be no assurance that Metaldyne will reach a definitive agreement with GECC on these terms.

The Commitment Letter and related term sheet are filed herewith as Exhibit 10.3.1. Additionally, the Company has financed several lease transactions with GECC, and GECC beneficially owns approximately 1.4% of the Company's common stock.

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

30.    Condensed Consolidating Financial Statements of Guarantors of Senior Subordinated Notes

The following condensed consolidating financial information presents:

(1)	Condensed consolidating financial statements as of January 2, 2005 and December 28, 2003, and for the years ended January 2, 2005, December 28, 2003 and December 31, 2002 of (a) Metaldyne Corporation, the parent and issuer, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) the Company on a consolidated basis, and

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

The condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company's share of the subsidiaries' cumulative results of operations, capital contributions, distributions and other equity changes.

Guarantor/Non-Guarantor
Condensed Consolidating Balance Sheet
January 2, 2005

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Assets
Current assets:
Cash and cash equivalents				$	—			$	—			$	—			$	—			$	—
Total receivables, net					—				128,230				53,380				—				181,610
Inventories					—				84,570				42,450				—				127,020
Deferred and refundable income taxes					—				14,500				3,970				—				18,470
Prepaid expenses and other assets					—				28,830				7,820				—				36,650
Total current assets					—				256,130				107,620				—				363,750
Equity investments and receivables in affiliates					107,040				—				—				—				107,040
Property and equipment, net					—				580,780				275,470				—				856,250
Excess of cost over net assets of acquired companies					—				472,050				154,190				—				626,240
Investment in subsidiaries					584,110				232,280				—				(816,390	)			—
Intangible and other assets					—				222,380				19,090				—				241,470
Total assets				$	691,150			$	1,763,620			$	556,370			$	(816,390	)		$	2,194,750
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable				$	—			$	199,710			$	86,880			$	—			$	286,590
Accrued liabilities					—				92,000				25,050				—				117,050
Current maturities, long-term debt					—				3,630				8,620				—				12,250
Total current liabilities					—				295,340				120,550				—				415,890
Long-term debt					427,180				426,320				1,950				—				855,450
Deferred income taxes					—				61,940				26,970				—				88,910
Minority interest					—				—				650				—				650
Other long-term liabilities					—				135,310				7,390				—				142,700
Redeemable preferred stock					149,190				—				—				—				149,190
Intercompany accounts, net					(427,180	)			256,340				170,840				—				—
Total liabilities					149,190				1,175,250				328,350				—				1,652,790
Shareholders' equity:
Preferred stock					—				—				—				—				—
Common stock					42,830				—				—				—				42,830
Paid-in capital					698,870				—				—				—				698,870
Accumulated deficit					(262,740	)			—				—				—				(262,740	)
Accumulated other comprehensive income					63,000				—				—				—				63,000
Investment by Parent/Guarantor					—				588,370				228,020				(816,390	)			—
Total shareholders' equity					541,960				588,370				228,020				(816,390	)			541,960
Total liabilities and shareholders' equity				$	691,150			$	1,763,620			$	556,370			$	(816,390	)		$	2,194,750

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Guarantor/Non-Guarantor
Condensed Consolidating Balance Sheet
December 28, 2003

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Assets
Current assets:
Cash and cash equivalents				$	—			$	10,750			$	3,070			$	—			$	13,820
Total receivables, net					—				144,980				29,180				—				174,160
Inventories					—				54,080				29,600				—				83,680
Deferred and refundable income taxes					—				7,900				1,210				—				9,110
Prepaid expenses and other assets					—				27,880				8,400				—				36,280
Total current assets					—				245,590				71,460				—				317,050
Equity investments and receivables in affiliates					155,790				—				—				—				155,790
Property and equipment, net					—				478,760				228,690				—				707,450
Excess of cost over net assets of acquired companies					—				441,920				142,470				—				584,390
Investment in subsidiaries					464,100				236,550				—				(700,650	)			—
Intangible and other assets					—				225,400				21,780				—				247,180
Total assets				$	619,890			$	1,628,220			$	464,400			$	(700,650	)		$	2,011,860
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable				$	—			$	128,960			$	72,280			$	—			$	201,240
Accrued liabilities					—				96,040				40,800				—				136,840
Current maturities, long-term debt					—				4,820				6,060				—				10,880
Total current liabilities					—				229,820				119,140				—				348,960
Long-term debt					400,000				360,740				6,190				—				766,930
Deferred income taxes					—				95,530				25,990				—				121,520
Minority interest					—				—				800				—				800
Other long-term liabilities					—				148,620				5,140				—				153,760
Intercompany accounts, net					(400,000	)			322,450				77,550				—				—
Total liabilities					—				1,157,160				234,810				—				1,391,970
Redeemable preferred stock					73,980				—				—				—				73,980
Shareholders' equity:
Preferred stock					—				—				—				—				—
Common stock					42,730				—				—				—				42,730
Paid-in capital					692,400				—				—				—				692,400
Accumulated deficit					(234,750	)			—				—				—				(234,750	)
Accumulated other comprehensive income					45,530				—				—				—				45,530
Investment by Parent/Guarantor					—				471,060				229,590				(700,650	)			—
Total shareholders' equity					545,910				471,060				229,590				(700,650	)			545,910
Total liabilities, redeemable stock and shareholders' equity				$	619,890			$	1,628,220			$	464,400			$	(700,650	)		$	2,011,860

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Guarantor/Non-Guarantor
Condensed Consolidating Statement of Operations
Year Ended January 2, 2005

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Net sales				$	—			$	1,580,100			$	424,160			$	—			$	2,004,260
Cost of sales					—				(1,491,350	)			(339,900	)			—				(1,831,250	)
Gross profit					—				88,750				84,260				—				173,010
Selling, general and administrative expenses					—				(110,690	)			(22,560	)			—				(133,250	)
Restructuring charges					—				(1,370	)			(1,380	)			—				(2,750	)
Loss on disposition of manufacturing facilities					—				(7,600	)			—				—				(7,600	)
Operating profit (loss)					—				(30,910	)			60,320				—				29,410
Other expense, net:
Interest expense					—				(79,280	)			(2,860	)			—				(82,140	)
Preferred stock dividends and accretion					(19,900	)			—				—				—				(19,900	)
Non-cash gain on maturity of interest rate arrangements					—				6,570				—				—				6,570
Equity gain (loss) from affiliates, net					1,450				—				—				—				1,450
Gain on sale of equity investments					8,020				—				—				—				8,020
Other, net					—				(6,340	)			(1,930	)			—				(8,270	)
Other expense, net					(10,430	)			(79,050	)			(4,790	)			—				(94,270	)
Income (loss) before income taxes					(10,430	)			(109,960	)			55,530				—				(64,860	)
Income tax expense (benefit)					—				(40,640	)			3,770				—				(36,870	)
Equity in net income of subsidiaries					(17,560	)			51,760				—				(34,200	)			—
Earnings (loss) attributable to common stock				$	(27,990	)		$	(17,560	)		$	51,760			$	(34,200	)		$	(27,990	)

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Guarantor/Non-Guarantor
Condensed Consolidating Statement of Operations
Year Ended December 28, 2003

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Net sales				$	—			$	1,154,470			$	353,730			$	—			$	1,508,200
Cost of sales					—				(1,060,220	)			(292,450	)			—				(1,352,670	)
Gross profit					—				94,250				61,280				—				155,530
Selling, general and administrative expenses					—				(99,360	)			(17,870	)			—				(117,230	)
Restructuring charges					—				(11,550	)			(1,580	)			—				(13,130	)
Asset impairment					—				(4,870	)			—				—				(4,870	)
Operating profit (loss)					—				(21,530	)			41,830				—				20,300
Other expense, net:
Interest expense					—				(69,640	)			(5,870	)			—				(75,510	)
Equity gain (loss) from affiliates, net					(20,700	)			—				—				—				(20,700	)
Other, net					—				(11,690	)			3,610				—				(8,080	)
Other expense, net					(20,700	)			(81,330	)			(2,260	)			—				(104,290	)
Income (loss) before income taxes					(20,700	)			(102,860	)			39,570				—				(83,990	)
Income tax expense (benefit)					—				(27,440	)			18,780				—				(8,660	)
Equity in net income of subsidiaries					(54,630	)			20,790				—				33,840				—
Net income (loss)					(75,330	)			(54,630	)			20,790				33,840				(75,330	)
Preferred stock dividends					9,260				—				—				—				9,260
Earnings (loss) attributable to common stock				$	(84,590	)		$	(54,630	)		$	20,790			$	33,840			$	(84,590	)

93

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Guarantor/Non-Guarantor
Condensed Consolidating Statement of Operations
Year Ended December 29, 2002

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Net sales				$	—			$	1,165,130			$	627,070			$	—			$	1,792,200
Cost of sales					—				(1,029,500	)			(469,060	)			—				(1,498,560	)
Gross profit					—				135,630				158,010				—				293,640
Selling, general and administrative expenses					—				(106,070	)			(75,390	)			—				(181,460	)
Restructuring charges					—				(3,470	)			—				—				(3,470	)
Operating profit					—				26,090				82,620				—				108,710
Other expense, net:
Interest expense					—				(87,280	)			(3,720	)			—				(91,000	)
Loss on repurchase of debentures and early retirement of term loans					—				(68,860	)			—				—				(68,860	)
Loss on interest rate arrangements upon early retirement of term loans					—				(7,550	)			—				—				(7,550	)
Equity gain (loss) from affiliates, net					(1,410	)			—												(1,410	)
Other, net					—				(10,670	)			1,690				—				(8,980	)
Other expense, net					(1,410	)			(174,360	)			(2,030	)			—				(177,800	)
Income (loss) before income taxes					(1,410	)			(148,270	)			80,590				—				(69,090	)
Income tax expense (benefit)					—				(56,970	)			16,010				—				(40,960	)
Equity in net income of subsidiaries					(63,350	)			64,580				—				(1,230	)			—
Net income (loss) before cumulative effect of change in accounting principle					(64,760	)			(26,720	)			64,580				(1,230	)			(28,130	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—				(36,630	)			—				—				(36,630	)
Net income (loss)					(64,760	)			(63,350	)			64,580				(1,230	)			(64,760	)
Preferred stock dividends					9,120				—				—				—				9,120
Earnings (loss) attributable to common stock				$	(73,880	)		$	(63,350	)		$	64,580			$	(1,230	)		$	(73,880	)

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Guarantor/Non-Guarantor
Condensed Consolidating Statement of Cash Flows
Year Ended January 2, 2005

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Cash flows from operating activities:
Net cash provided by operating activities				$	—			$	37,250			$	42,130			$	—			$	79,380
Cash flows from investing activities:
Capital expenditures					—				(112,160	)			(40,280	)			—				(152,440	)
Acquisition of business, net of cash received					—				(203,870	)			—				—				(203,870	)
Proceeds from sale/leaseback of fixed assets					—				91,520				—				—				91,520
Disposition of manufacturing facilities					—				(500	)			—				—				(500	)
Proceeds from sale of equity investments					33,830				—				—				—				33,830
Proceeds on sale of joint venture					—				1,260				—				—				1,260
Net cash provided by (used for) investing activities					33,830				(223,750	)			(40,280	)			—				(230,200	)
Cash flows from financing activities:
Principal payments of term loan facilities					—				(1,320	)			—				—				(1,320	)
Proceeds of revolving credit facility					—				279,450				—				—				279,450
Principal payments of revolving credit facility					—				(215,910	)			—				—				(215,910	)
Proceeds of senior subordinated notes, due 2014					26,920				—				—				—				26,920
Proceeds of other debt					—				—				3,740				—				3,740
Principal payments of other debt					—				(4,530	)			(5,310	)			—				(9,840	)
Capitalization of debt financing fees					—				(1,380	)			—				—				(1,380	)
Issuance of Series A-1 preferred stock					55,340				—				—				—				55,340
Net cash provided by (used for) financing activities					82,260				56,310				(1,570	)			—				137,000
Change in intercompany accounts					(116,090	)			119,440				(3,350	)			—				—
Net increase (decrease) in cash					—				(10,750	)			(3,070	)			—				(13,820	)
Cash and cash equivalents, beginning of period					—				10,750				3,070				—				13,820
Cash and cash equivalents, end of period				$	—			$	—			$	—			$	—			$	—

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Guarantor/Non-Guarantor
Condensed Consolidating Statement of Cash Flows
Year Ended December 28, 2003

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Cash flows from operating activities:
Net cash provided by (used for) operating activities				$	—			$	(61,410	)		$	160,650			$	—			$	99,240
Cash flows from investing activities:
Capital expenditures					—				(104,580	)			(26,140	)			—				(130,720	)
Disposition of businesses to a related party					—				—				22,570				—				22,570
Acquisition of business, net of cash received					—				(7,650	)			—				—				(7,650	)
Proceeds from sale/leaseback of fixed assets					—				16,970				—				—				16,970
Proceeds from sale of TriMas shares					20,000				—				—				—				20,000
Investment in joint venture					—				(20,000	)			—				—				(20,000	)
Net cash provided by (used for) investing activities					20,000				(115,260	)			(3,570	)			—				(98,830	)
Cash flows from financing activities:
Principal payments of term loan facilities					—				(47,600	)			—				—				(47,600	)
Proceeds of revolving credit facility					—				180,000				—				—				180,000
Principal payments of revolving credit facility					—				(180,000	)			—				—				(180,000	)
Proceeds of senior notes, due 2013					150,000				—				—				—				150,000
Principal payments of convertible subordinated debentures, due 2003					(98,530	)			—				—				—				(98,530	)
Proceeds of other debt					—				—				1,940				—				1,940
Principal payments of other debt					—				(4,080	)			(5,100	)			—				(9,180	)
Capitalization of debt financing fees									(2,350	)			—				—				(2,350	)
Net cash provided by (used for) financing activities					51,470				(54,030	)			(3,160	)			—				(5,720	)
Change in intercompany accounts					(71,470	)			226,840				(155,370	)			—				—
Net increase (decrease) in cash					—				(3,860	)			(1,450	)			—				(5,310	)
Cash and cash equivalents, beginning of period					—				14,610				4,520				—				19,130
Cash and cash equivalents, end of period				$	—			$	10,750			$	3,070			$	—			$	13,820

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (concluded)

Guarantor/Non-Guarantor
Condensed Consolidating Statement of Cash Flows
Year Ended December 29, 2002

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Cash flows from operating activities:
Net cash provided by (used for) operating activities				$	—			$	(79,380	)		$	14,270			$	—			$	(65,110	)
Cash flows from investing activities:
Capital expenditures					—				(82,970	)			(33,480	)			—				(116,450	)
Disposition of businesses to a related party					—				—				840,000				—				840,000
Proceeds from sale/leaseback of fixed assets					—				52,180				—				—				52,180
Net cash provided by (used for) investing activities					—				(30,790	)			806,520				—				775,730
Cash flows from financing activities:
Proceeds of term loan facilities					—				400,000				—				—				400,000
Principal payments of term loan facilities					—				(671,850	)			(440,600	)			—				(1,112,450	)
Proceeds of revolving credit facility					—				324,800				—				—				324,800
Principal payments of revolving credit facility					—				(324,800	)			—				—				(324,800	)
Proceeds of senior subordinated notes, due 2012					250,000				—				—				—				250,000
Principal payments of convertible subordinated debentures, due 2003 (net of $1.2 million non-cash portion of repurchase)					—				(205,290	)			—				—				(205,290	)
Proceeds of other debt					—				—				920				—				920
Principal payments of other debt					—				(2,130	)			(3,960	)			—				(6,090	)
Capitalization of debt financing fees					—				(12,100	)			—				—				(12,100	)
Penalties on early extinguishment of debt					—				(6,480	)			—				—				(6,480	)
Change in intercompany accounts					(250,000	)			622,550				(372,550	)			—				—
Net cash provided by (used for) financing activities					—				124,700				(816,190	)			—				(691,490	)
Net increase (decrease) in cash					—				14,530				4,600				—				19,130
Cash and cash equivalents, beginning of period					—				—				—				—				—
Cash and cash equivalents, end of period				$	—			$	14,530			$	4,600			$	—			$	19,130

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Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not Applicable.

Item 9A.    Controls and Procedures.

In connection with its audit of the Company's financial statements as of January 2, 2005, KPMG advised the Company in March 2005 that the following items constituted material weaknesses: the extent to which manual journal entries at the plant level were able to be made without appropriate review or supporting documentation; the extent to which manual corporate level adjustments were required in the consolidation and financial reporting/close process; the need to perform regular, detailed account analyses and reconciliations; the need to improve controls to limit access to accounts payable and vendor files; the need to enhance controls related to fixed assets to ensure, among other things, timely asset classifications and the need to develop a process for controlling access to its various information technology systems. These material weaknesses, if unaddressed, could result in material errors in the Company's financial statements.

KPMG has made a number of business recommendations relating to the above-referenced material weaknesses. The Company had also been informed by KPMG in October 2004 of certain of these material weaknesses. The Company continues to review and implement remedial measures to compensate for these weaknesses, including additional oversight, centralized reconciliations and personnel reassignments.

The Company believes that certain of the issues highlighted above are caused in part by the predecessor companies' previously highly decentralized structure and the integration of their various financial systems, which current management has been addressing over time since the acquisition of the Company in November 2000.

The Company continues to devote substantial resources to the improvement and review of its control processes and procedures. The Company has taken actions or considered actions to address concerns and issues referred to above, and intends to continue taking actions as necessary to further address such concerns and issues, by (1) making personnel and organizational changes; (2) improving communications and internal reporting; (3) simplifying and making consistent various accounting policies and procedures and enhancing related documentation; (4) significantly expanding its training programs for both accounting and non-accounting employees related to accounting matters; (5) increasing management's focus on internal controls and improving the extent and timing of management oversight in a number of areas; and (6) implementing processes and procedures to reduce manual interventions and adjustments and more appropriately limit access to certain files and systems. The Company's Audit Committee and its Board of Directors have reviewed the actions undertaken to date in response to the material weaknesses outlined above and have authorized actions to improve control processes and procedures.

Specific remedial actions that have been undertaken since the Independent Investigation in 2004 include the following:

•	substantial additional training of accounting personnel and non-accounting personnel in accounting matters, including a Senior Financial Director of European operations;

•	revised incentive compensation system to eliminate plant specific performance criteria in favor of division-wide criteria;

•	in order to improve consistency in the financial reporting process, we appointed a Financial Controller to oversee all North American plant controllers and work to ensure that public reporting requirements are understood throughout the North American plants;

•	appointed a Director, Sarbanes Oxley Implementation in order to manage the Company's efforts to comply with the requirements of Section 404 of the Sarbanes-Oxley Act.

•	hired new members of the corporate accounting staff to work closely with plant operating personnel and institute fixed asset inventory and construction-in-progress analysis improvements;

•	improved corporate accounting policies and procedures documentation, including the institution of quarterly updates on accounting policy and procedure changes;

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•	improved internal controls over financial reporting at the Company's European locations by reorganizing the reporting structure and requiring all European plant controllers to report directly to a Senior Finance Director that, in turn, reports directly to the Chief Financial Officer;

•	separated assignments, responsibility and access between the accounts payable group and central procurement group; and

•	improved procedures and review processes relative to plant manual journal entries, including the adoption of a new corporate policy requiring pre-approval of manual journal entries exceeding certain designated thresholds.

The Company will continue to evaluate the effectiveness of its controls and procedures on an ongoing basis, including consideration of internal control weaknesses and business recommendations identified by its auditors and intends to implement further actions in its continuing efforts to strengthen the control process.

In addition, the Company is undertaking a thorough review of its internal controls, including information technology systems and financial reporting as part of the Company's preparation for compliance with the internal control over financial reporting requirements of Section 404 of the Sarbanes-Oxley Act. Given the need to fully remedy the internal control weaknesses identified by KPMG, there can be no assurance that the Company will be able to remedy these weaknesses and take other actions required for compliance with Section 404 of the Sarbanes-Oxley Act by the required compliance date, which is the beginning of fiscal 2006.

Disclosure Controls and Procedures

Concurrent with the annual audit of the Company's financial statements, management, with the participation of our Chief Executive Officer and Chief Financial Officer, concluded an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934) pursuant to Rule 13a-15 of the Exchange Act. Our disclosure controls and procedures are designed only to provide reasonable assurance that they will meet their objectives. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are not effective to provide reasonable assurance that they will meet their objectives as of January 2, 2005. Consequently, in connection with the preparation of this Annual Report, management of the Company undertook and completed reconciliations, analyses and reviews in addition to those historically completed to confirm that this Annual Report fairly presents in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in accordance with generally accepted accounting principles.

Item 9B.    Other Information.

Not Applicable.

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PART III

Item 10.    Directors and Executive Officers of the Registrant.

Information regarding executive officers required by this Item is set forth as a Supplementary Item at the end of Part I hereof (pursuant to Instruction 3 to Item 401(b) of Regulation S-K). Other information required by this Item will be contained in the Company's definitive Proxy Statement for its 2005 Annual Meeting of Stockholders, to be filed on or before May 2, 2005, and such information is incorporated herein by reference.

Item 11.    Executive Compensation.

Information required by this Item will be contained in the Company's definitive Proxy Statement for its 2005 Annual Meeting of Stockholders, to be filed on or before May 2, 2005, and such information is incorporated herein by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management.

Information required by this Item will be contained in the Company's definitive Proxy Statement for its 2005 Annual Meeting of Stockholders, to be filed on or before May 2, 2005, and such information is incorporated herein by reference.

Item 13.    Certain Relationships and Related Transactions.

Information required by this Item will be contained in the Company's definitive Proxy Statement for its 2005 Annual Meeting of Stockholders, to be filed on or before May 2, 2005, and such information is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services.

Information required by this Item will be contained in the Company's definitive Proxy Statement for its 2005 Annual Meeting of Stockholders, to be filed on or before May 2, 2005, and such information is incorporated herein by reference.

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PART IV

Item 15. Exhibits, Financial Statement Schedule.

(A)    Listing of Documents.

(1)	Financial Statements.    The Company's Consolidated Financial Statements included in Item 8 hereof, as required at January 2, 2005 and December 28, 2003, and for the periods ended January 2, 2005, December 28, 2003 and December 29, 2002, consist of the following:

Consolidated Balance Sheet

Consolidated Statement of Income

Consolidated Statement of Cash Flows

Consolidated Statement of Shareholders' Equity

Notes to Consolidated Financial Statements

(2)	Financial Statement Schedule.

	Financial Statement Schedule of the Company appended hereto, as required for the periods ended January 2, 2005, December 28, 2003 and December 29, 2002, consist of the following:

Valuation and Qualifying Accounts

(3)    Exhibits.

Exhibit Number				Description of Exhibit
2.1				Recapitalization Agreement, dated as of August 1, 2000, between MascoTech, Inc. (now known as Metaldyne Corporation) and Riverside Company LLC (including Amendment No. 1 to the Recapitalization Agreement dated October 23, 2000 and Amendment No. 2 to the Recapitalization Agreement dated November 28, 2000) (Incorporated by reference to Exhibit 2 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
3.1				Restated Certificate of Incorporation of MascoTech, Inc. (Incorporated by reference to Exhibit 3.1 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).
3.2				Bylaws of Metaldyne Corporation, as amended (Incorporated by reference to Exhibit 3.2 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
3.3				Certificate of Designation of Series A-1 Preferred Stock and Series A-2 Preferred Stock (Incorporated by reference to Exhibit 10.5 to Metaldyne Corporation's Current Report on Form 8-K filed December 11, 2002).
3.4				Certificate of Designation of Series B Preferred Stock.
4.1				Shareholders Agreement, dated as of November 28, 2000, by and among MascoTech, Inc., Masco Corporation, Richard Manoogian, certain of their respective affiliates and other co-investors party thereto (Incorporated by reference to Exhibit 10.20 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
4.2				Indenture relating to the 11% Senior Subordinated Notes due 2012, dated as of June 20, 2002, by and among Metaldyne Corporation, each of the Guarantors named therein, and The Bank of New York as Trustee (Incorporated by reference to Exhibit 4.1 to Metaldyne Corporation's Registration Statement on Form S-4 filed on September 10, 2002).

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Exhibit Number				Description of Exhibit
4.3				Form of note relating to the 11% Senior Subordinated Notes due 2012 (Incorporated by reference to Exhibit 4.2 to Metaldyne Corporation's Registration Statement on Form S-4 filed on September 10, 2002).
4.4				Registration Rights Agreement relating to the notes, dated as of June 20, 2002, by and among Metaldyne Corporation and the parties named therein (Incorporated by reference to Exhibit 4.3 to Metaldyne Corporation's Registration Statement on Form S-4 filed on September 10, 2002).
4.5				Indenture relating to the 10% Senior Subordinated Notes due 2013, dated as of December 31, 2003, by and among Metaldyne Corporation, the Guarantors named therein and the Trustee (as defined therein) (Incorporated by reference to Exhibit 10.3 to Metaldyne Corporation's Current Report on Form 8-K filed January 14, 2004).
4.6				Form of note relating to the 10% Senior Subordinated Notes due 2013 (included in Exhibit 4.5).
4.7				Registration Rights Agreement, dated as of December 31, 2003, by and among Metaldyne Corporation, each of the Guarantors named therein, and DaimlerChrysler Corporation (Incorporated by reference to Exhibit 10.4 to Metaldyne Corporation's Current Report on Form 8-K filed January 14, 2004).
4.8				Indenture relating to the 10% Senior Notes due 2013, dated as of October 27, 2003, by and among Metaldyne Corporation, each of the Guarantors named therein, and The Bank of New York as Trustee (Incorporated by reference to Exhibit 4.8 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
4.9				Form of note relating to the 10% Senior Notes due 2013 (included in Exhibit 4.8).
4.10				Registration Rights Agreement relating to the Senior Notes due 2013, dated as of October 27, 2003, by and among Metaldyne Corporation and the other parties named therein (Incorporated by reference to Exhibit 4.10 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.1				Assumption and Indemnification Agreement, dated as of May 1, 1984, between Masco Corporation and Masco Industries, Inc. (now known as Metaldyne Corporation) (Incorporated by reference to Exhibit 10.3 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).
10.2				Credit Agreement, dated as of November 28, 2000, as amended and restated as of June 20, 2002, by and among Metaldyne Corporation, Metaldyne Company, the foreign subsidiary borrowers party thereto, the lenders party thereto and JP Morgan Chase Bank, as administrative agent and collateral agent (the "Amended and Restated Credit Agreement") (Incorporated by reference to Exhibit 10 to Metaldyne Corporation's Quarterly Report on Form 10-Q for the period ended June 30, 2002).
10.2.1				Amendment No. 1 and Agreement to the Amended and Restated Credit Agreement dated July 15, 2003 (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Report on Form 10-Q for the period ended June 29, 2003).
10.2.2				Waiver and Agreement to the Amended and Restated Credit Agreement, dated as of April 1, 2004 (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed April 5, 2004).

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Exhibit Number				Description of Exhibit
10.2.3				Waiver and Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of May 26, 2004 (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed April 5, 2004).
10.2.4				Waiver and Amendment No. 3 to the Amended and Restated Credit Agreement, dated as of September 29, 2004 (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed October 1, 2004).
10.2.5				Amendment No. 4 to the Amended and Restated Credit Agreement, dated as of December 21, 2004 (Incorporated by reference to Exhibit 99.1 to Metaldyne Corporation's Current Report on Form 8-K filed December 27, 2004).
10.3				Receivables Purchase Agreement dated as of November 28, 2000 among MascoTech, Inc. the Sellers named therein and MTSPC, Inc., as Purchaser (Incorporated by reference to Exhibit 10.2 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
10.3.1				Commitment Letter dated as of March 31, 2005, between Metaldyne Corporation and General Electric Capital Corporation, relating to an extension of the existing accounts receivable securitization facility and a replacement accounts receivable securitization facility.
10.4				Receivables Transfer Agreement dated as of November 28, 2000 by and among MTSPC, Inc., MascoTech, Inc., The Chase Manhattan Bank, and the other parties named therein (Incorporated by reference to Exhibit 10.3 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
10.4.1				Amendment No. 1 to Receivables Transfer Agreement dated as of December 15, 2000 (Incorporated by reference to Exhibit 10.4 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).
10.4.2				Amendment No. 2 to the Receivables Transfer Agreement dated as of March 23, 2001 (Incorporated by reference to Exhibit 10.21 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2001).
10.4.3				Amendment No. 3 to the Receivables Transfer Agreement dated as of June 22, 2001 (Incorporated by reference to Exhibit 10.22 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2001).
10.4.4				Amendment No. 4 to the Receivables Transfer Agreement dated as of October 18, 2001 (Incorporated by reference to Exhibit 10.23 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2001).
10.4.5				Amendment No. 5 to the Receivables Transfer Agreement dated as of March 15, 2002.
10.4.6				Amendment No. 6 to the Receivables Transfer Agreement dated as of February 13, 2003.
10.4.7				Waiver and Agreement to the Receivables Transfer Agreement, dated as of April 1, 2004 (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed April 5, 2004).
10.4.8				Waiver and Agreement to the Receivables Transfer Agreement, dated as of May 26, 2004 (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed May 28, 2004).
10.4.9				Waiver and Agreement to the Receivables Transfer Agreement, dated as of September 29, 2004 (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed October 1, 2004).

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Exhibit Number				Description of Exhibit
10.5				Master Lease Agreement, dated as of December 21, 2000, between General Electric Capital Corporation and Simpson Industries, Inc (Incorporated by reference to Exhibit 10.7 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).
10.6				Metaldyne Corporation 2001 Long Term Incentive and Share Award Plan (Incorporated by reference to Exhibit 4.1 to Metaldyne Corporation's Registration Statement of Form S-8 filed April 15, 2002).
10.7				MascoTech, Inc. Supplemental Executive Retirement and Disability Plan (Incorporated by reference to Exhibit 10.n to MascoTech, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999).
10.8				Description of the MascoTech, Inc. program for Estate, Financial Planning and Tax Assistance (Incorporated by reference to Exhibit 10.x to MascoTech, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997).
10.9				Description of the Metaldyne Annual Value Creation Plan (Incorporated by reference to Exhibit 10.9 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.10				Description of the Metaldyne Executive Retirement Plan (Incorporated by reference to Exhibit 10.10 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.11				Metaldyne Corporation Voluntary Stock Option Exchange Program Offer Summary (Incorporated by reference to Exhibit 10.11 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.12				Joint Venture Formation Agreement, dated as of December 8, 2002, by and among NC-M Chassis Systems, LLC, DaimlerChrysler Corporation and Metaldyne Corporation (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed December 11, 2002).
10.13				Investor Rights Agreement, dated as of December 31, 2003, by and among Metaldyne Corporation and DaimlerChrysler Corporation (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed January 14, 2004).
10.14				Asset Purchase Agreement, dated as of May 9, 2003, by and among TriMas Corporation, Metaldyne Corporation and Metaldyne Company LLC (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Quarterly Report on Form 10-Q for the period ended June 29, 2003).
10.15				Fittings Facility Sublease, dated May 9, 2003, by and between Metaldyne Company LLC and Fittings Products Co., LLC (Incorporated by reference to Exhibit 10.3 to Metaldyne Corporation's Report Quarterly on Form 10-Q for the period ended June 29, 2003).
10.16				Employment Agreement between Metaldyne Corporation and Timothy Leuliette (as amended) (Incorporated by reference to Exhibit 10.16 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.17				Employment Agreement between Metaldyne Corporation and Jeffrey M. Stafeil (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Quarterly Report on Form 10-Q for the period ended September 28, 2003.)

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Exhibit Number				Description of Exhibit
10.17.1				Amendment to Employment Agreement between Metaldyne Corporation and Jeffrey M. Stafeil (Incorporated by reference to Exhibit 10.17.1 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.18				Employment Agreement between Metaldyne Corporation and Bruce Swift (as amended) (Incorporated by reference to Exhibit 10.18 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.19				Employment Agreement between Metaldyne Corporation and Joseph Nowak (as amended) (Incorporated by reference to Exhibit 10.19 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.20				Employment Agreement between Metaldyne Corporation and George Thanopolous (Incorporated by reference to Exhibit 10.20 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.24				Release Agreement between Metaldyne Corporation and George Thanopolous (Incorporated by reference to Exhibit 10.24 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.25				Change of Control Agreement, dated August 11, 2004, between Metaldyne Corporation and Thomas Chambers (Incorporated by reference to Exhibit 10.25 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.26				Release Agreement between Metaldyne Corporation and Bruce Swift (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed January 20, 2005).
10.27				Employment Agreement between Metaldyne Corporation and Thomas Amato (as amended).
12.1				Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
14.1				Code of Ethics (Incorporated by reference to Exhibit 14.1 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
21.1				Subsidiaries of Metaldyne Corporation (Incorporated by reference to Exhibit 21.1 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
23.1				Consent of PricewaterhouseCoopers LLP.
23.2				Consent of KPMG LLP.
31.1				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

105

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SIGNATURES

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

				Metaldyne Corporation
				By: /s/ Jeffrey M. Stafeil
				Jeffrey M. Stafeil Executive Vice President and Chief Financial Officer (Chief Accounting Officer and Authorized Signatory) March 31, 2005

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 date indicated.

Signature		Title		Date
/s/ Timothy D. Leuliette		President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)		March 31, 2005
Timothy D. Leuliette
/s/ Jeffrey M. Stafeil		Executive Vice President and Chief Financial Officer (Chief Accounting Officer)		March 31, 2005
Jeffrey M. Stafeil
/s/ J. Michael Losh		Director		March 31, 2005
J. Michael Losh
/s/ Gary M. Banks		Director		March 31, 2005
Gary M. Banks
/s/ Charles E. Becker		Director		March 31, 2005
Charles E. Becker
/s/ Marshall A. Cohen		Director		March 31, 2005
Marshall A. Cohen
/s/ Cynthia L. Hess		Director		March 31, 2005
Cynthia L. Hess
/s/ Richard A. Manoogian		Director		March 31, 2005
Richard A. Manoogian
/s/ Wendy B. Needham		Director		March 31, 2005
Wendy B. Needham
/s/ David A. Stockman		Director		March 31, 2005
David A. Stockman
/s/ Daniel P. Tredwell		Director		March 31, 2005
Daniel P. Tredwell
/s/ Samuel Valenti, III		Director		March 31, 2005
Samuel Valenti, III

106

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METALDYNE CORPORATION

FINANCIAL STATEMENT SCHEDULE
PURSUANT TO ITEM 14(A)(2) OF FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
FOR THE YEAR ENDED JANUARY 2, 2005

Schedule, as required for the years ended January 2, 2005, December 28, 2003 and December 29, 2002.

				Page
II.    Valuation and Qualifying Accounts				108

107

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METALDYNE CORPORATION
SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JANUARY 2, 2005, DECEMBER 28, 2003 AND DECEMBER 29, 2002

Column A				Column B				Column C								Column D				Column E
								Additions
Description				Balance at Beginning of Period				Charged (Credited) to Cost and Expenses				Charged (Credited) to Other Accounts				Deductions				Balance at End of Period
												(A)				(B)
Allowance for doubtful accounts, deducted from accounts receivable in the balance sheet:
2004				$	3,090,000			$	(90,000	)		$	860,000			$	1,120,000			$	2,740,000
2003				$	3,820,000			$	2,390,000			$	(1,700,000	)		$	1,420,000			$	3,090,000
2002				$	5,380,000			$	2,970,000			$	(2,400,000	)		$	2,130,000			$	3,820,000

	Notes:

	(A)    Allowance of companies acquired, reduction of allowance for companies divested, and other adjustments, net.

	(B)    Deductions, representing uncollectible accounts written off, less recoveries of accounts written off in prior years.

108

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EXHIBIT INDEX

Exhibit Number				Description of Exhibit
2.1				Recapitalization Agreement, dated as of August 1, 2000, between MascoTech, Inc. (now known as Metaldyne Corporation) and Riverside Company LLC (including Amendment No. 1 to the Recapitalization Agreement dated October 23, 2000 and Amendment No. 2 to the Recapitalization Agreement dated November 28, 2000) (Incorporated by reference to Exhibit 2 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
3.1				Restated Certificate of Incorporation of MascoTech, Inc. (Incorporated by reference to Exhibit 3.1 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).
3.2				Bylaws of Metaldyne Corporation, as amended (Incorporated by reference to Exhibit 3.2 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
3.3				Certificate of Designation of Series A-1 Preferred Stock and Series A-2 Preferred Stock (Incorporated by reference to Exhibit 10.5 to Metaldyne Corporation's Current Report on Form 8-K filed December 11, 2002).
3.4				Certificate of Designation of Series B Preferred Stock.
4.1				Shareholders Agreement, dated as of November 28, 2000, by and among MascoTech, Inc., Masco Corporation, Richard Manoogian, certain of their respective affiliates and other co-investors party thereto (Incorporated by reference to Exhibit 10.20 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
4.2				Indenture relating to the 11% Senior Subordinated Notes due 2012, dated as of June 20, 2002, by and among Metaldyne Corporation, each of the Guarantors named therein, and The Bank of New York as Trustee (Incorporated by reference to Exhibit 4.1 to Metaldyne Corporation's Registration Statement on Form S-4 filed on September 10, 2002).
4.3				Form of note relating to the 11% Senior Subordinated Notes due 2012 (Incorporated by reference to Exhibit 4.2 to Metaldyne Corporation's Registration Statement on Form S-4 filed on September 10, 2002).
4.4				Registration Rights Agreement relating to the notes, dated as of June 20, 2002, by and among Metaldyne Corporation and the parties named therein (Incorporated by reference to Exhibit 4.3 to Metaldyne Corporation's Registration Statement on Form S-4 filed on September 10, 2002).
4.5				Indenture relating to the 10% Senior Subordinated Notes due 2013, dated as of December 31, 2003, by and among Metaldyne Corporation, the Guarantors named therein and the Trustee (as defined therein) (Incorporated by reference to Exhibit 10.3 to Metaldyne Corporation's Current Report on Form 8-K filed January 14, 2004).
4.6				Form of note relating to the 10% Senior Subordinated Notes due 2013 (included in Exhibit 4.5).
4.7				Registration Rights Agreement, dated as of December 31, 2003, by and among Metaldyne Corporation, each of the Guarantors named therein, and DaimlerChrysler Corporation (Incorporated by reference to Exhibit 10.4 to Metaldyne Corporation's Current Report on Form 8-K filed January 14, 2004).

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Exhibit Number				Description of Exhibit
4.8				Indenture relating to the 10% Senior Notes due 2013, dated as of October 27, 2003, by and among Metaldyne Corporation, each of the Guarantors named therein, and The Bank of New York as Trustee (Incorporated by reference to Exhibit 4.8 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
4.9				Form of note relating to the 10% Senior Notes due 2013 (included in Exhibit 4.8).
4.10				Registration Rights Agreement relating to the Senior Notes due 2013, dated as of October 27, 2003, by and among Metaldyne Corporation and the other parties named therein (Incorporated by reference to Exhibit 4.10 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.1				Assumption and Indemnification Agreement, dated as of May 1, 1984, between Masco Corporation and Masco Industries, Inc. (now known as Metaldyne Corporation) (Incorporated by reference to Exhibit 10.3 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).
10.2				Credit Agreement, dated as of November 28, 2000, as amended and restated as of June 20, 2003, by and among Metaldyne Corporation, Metaldyne Company, the foreign subsidiary borrowers party thereto, the lenders party thereto and JP Morgan Chase Bank, as administrative agent and collateral agent (the "Amended and Restated Credit Agreement") (Incorporated by reference to Exhibit 10 to Metaldyne Corporation's Quarterly Report on Form 10-Q for the period ended June 30, 2002).
10.2.1				Amendment No. 1 and Agreement to the Amended and Restated Credit Agreement dated July 15, 2003 (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Report on Form 10-Q for the period ended June 29, 2003).
10.2.2				Waiver and Agreement to the Amended and Restated Credit Agreement, dated as of April 1, 2004 (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed April 5, 2004).
10.2.3				Waiver and Amendment No. 2 to the Amended and Restated Credit Agreement, dated as of May 26, 2004 (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed April 5, 2004).
10.2.4				Waiver and Amendment No. 3 to the Amended and Restated Credit Agreement, dated as of September 29, 2004 (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed October 1, 2004).
10.2.5				Amendment No. 4 to the Amended and Restated Credit Agreement, dated as of December 21, 2004 (Incorporated by reference to Exhibit 99.1 to Metaldyne Corporation's Current Report on Form 8-K filed December 27, 2004).
10.3				Receivables Purchase Agreement dated as of November 28, 2000 among MascoTech, Inc. the Sellers named therein and MTSPC, Inc., as Purchaser (Incorporated by reference to Exhibit 10.2 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
10.3.1				Commitment Letter dated as of March 31, 2005, between Metaldyne Corporation and General Electric Capital Corporation, relating to an extension of the existing accounts receivable securitization facility and a replacement accounts receivable securitization facility.

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Exhibit Number				Description of Exhibit
10.4				Receivables Transfer Agreement dated as of November 28, 2000 by and among MTSPC, Inc., MascoTech, Inc., The Chase Manhattan Bank, and the other parties named herein (Incorporated by reference to Exhibit 10.3 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
10.4.1				Amendment No. 1 to Receivables Transfer Agreement dated as of December 15, 2000 (Incorporated by reference to Exhibit 10.4 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).
10.4.2				Amendment No. 2 to the Receivables Transfer Agreement dated as of March 23, 2001 (Incorporated by reference to Exhibit 10.21 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2001).
10.4.3				Amendment No. 3 to the Receivables Transfer Agreement dated as of June 22, 2001 (Incorporated by reference to Exhibit 10.22 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2001).
10.4.4				Amendment No. 4 to the Receivables Transfer Agreement dated as of October 18, 2001 (Incorporated by reference to Exhibit 10.23 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2001).
10.4.5				Amendment No. 5 to the Receivables Transfer Agreement dated as of March 15, 2002.
10.4.6				Amendment No. 6 to the Receivables Transfer Agreement dated as of February 13, 2003.
10.4.7				Waiver and Agreement to the Receivables Transfer Agreement, dated as of April 1, 2004 (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed April 5, 2004).
10.4.8				Waiver and Agreement to the Receivables Transfer Agreement, dated as of May 26, 2004 (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed May 28, 2004).
10.4.9				Waiver and Agreement to the Receivables Transfer Agreement, dated as of September 29, 2004 (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed October 1, 2004).
10.5				Master Lease Agreement, dated as of December 21, 2000, between General Electric Capital Corporation and Simpson Industries, Inc. (Incorporated by reference to Exhibit 10.7 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).
10.6				Metaldyne Corporation 2001 Long Term Incentive and Share Award Plan (Incorporated by reference to Exhibit 4.1 to Metaldyne Corporation's Registration Statement of Form S-8 filed April 15, 2002).
10.7				MascoTech, Inc. Supplemental Executive Retirement and Disability Plan (Incorporated by reference to Exhibit 10.n to MascoTech, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999).
10.8				Description of the MascoTech, Inc. program for Estate, Financial Planning and Tax Assistance (Incorporated by reference to Exhibit 10.x to MascoTech, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997).
10.9				Description of the Metaldyne Annual Value Creation Plan (Incorporated by reference to Exhibit 10.9 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).

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Exhibit Number				Description of Exhibit
10.10				Description of the Metaldyne Executive Retirement Plan (Incorporated by reference to Exhibit 10.10 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.11				Metaldyne Corporation Voluntary Stock Option Exchange Program Offer Summary (Incorporated by reference to Exhibit 10.11to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.12				Joint Venture Formation Agreement, dated as of December 8, 2002, by and among NC-M Chassis Systems, LLC, DaimlerChrysler Corporation and Metaldyne Corporation (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed December 11, 2002).
10.13				Investor Rights Agreement, dated as of December 31, 2003, by and among Metaldyne Corporation and DaimlerChrysler Corporation (Incorporated by reference to Exhibit 10.2 toMetaldyne Corporation's Current Report on Form 8-K filed January 14, 2004).
10.14				Asset Purchase Agreement, dated as of May 9, 2003, by and among TriMas Corporation, Metaldyne Corporation and Metaldyne Company LLC (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Quarterly Report on Form 10-Q for the period ended June 29, 2003).
10.15				Fittings Facility Sublease, dated May 9, 2003, by and between Metaldyne Company LLC and Fittings Products Co., LLC (Incorporated by reference to Exhibit 10.3 to Metaldyne Corporation's Quarterly Report on Form 10-Q for the period ended June 29, 2003).
10.16				Employment Agreement between Metaldyne Corporation and Timothy Leuliette (as amended) (Incorporated by reference to Exhibit 10.16 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.17				Employment Agreement between Metaldyne Corporation and Jeffrey M. Stafeil (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Quarterly Report on Form 10-Q for the period ended September 28, 2003.)
10.17.1				Amendment to Employment Agreement between Metaldyne Corporation and Jeffrey M. Stafeil (Incorporated by reference to Exhibit 10.17.1 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.18				Employment Agreement between Metaldyne Corporation and Bruce Swift (as amended) (Incorporated by reference to Exhibit 10.18 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.19				Employment Agreement between Metaldyne Corporation and Joseph Nowak (as amended) (Incorporated by reference to Exhibit 10.19 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.20				Employment Agreement between Metaldyne Corporation and George Thanopolous (Incorporated by reference to Exhibit 10.20 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.24				Release Agreement between Metaldyne Corporation and George Thanopolous (Incorporated by reference to Exhibit 10.24 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
10.25				Change of Control Agreement, dated August 11, 2004, between Metaldyne Corporation and Thomas Chambers (Incorporated by reference to Exhibit 10.25 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).

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Exhibit Number				Description of Exhibit
10.26				Release Agreement between Metaldyne Corporation and Bruce Swift (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed January 20, 2005).
10.27				Employment Agreement between Metaldyne Corporation and Thomas Amato (as amended).
12.1				Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
14.1				Code of Ethics (Incorporated by reference to Exhibit 14.1 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
21.1				Subsidiaries of Metaldyne Corporation (Incorporated by reference to Exhibit 21.1 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 28, 2003).
23.1				Consent of PricewaterhouseCoopers LLP.
23.2				Consent of KPMG LLP.
31.1				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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