SHILOH INDUSTRIES INC - 10-K Annual Report

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED OCTOBER 31, 2000 COMMISSION FILE NO. 0-21964

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SHILOH INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 51-0347683
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

SUITE 202, 103 FOULK ROAD, WILMINGTON, DELAWARE 19803
(Address of principal executive offices -- zip code)

(302) 998-0592
(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $0.01 PER SHARE

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

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

Aggregate market value of Common Stock held by non-affiliates of the
registrant as of January 22, 2001 at a closing price of $4.625 per share as
reported by the Nasdaq National Market was approximately $19,338,813. Shares of
Common Stock beneficially held by parties to the Stockholders Agreement and each
officer and director and their respective spouses have been excluded since such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.

Number of shares of Common Stock outstanding as of January 22, 2001 was
14,798,094.

DOCUMENTS INCORPORATED BY REFERENCE

Parts of the following documents are incorporated by reference to Part III
of this Annual Report on Form 10-K: the Proxy Statement for the Registrant's
2001 Annual Meeting of Stockholders (the "Proxy Statement").

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INDEX TO ANNUAL REPORT
ON FORM 10-K

TABLE OF CONTENTS

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PART I:
Item 1. Business.................................................... 3
Item 2. Properties.................................................. 8
Item 3. Legal Proceedings........................................... 8
Item 4. Submission of Matters to a Vote of Security Holders......... 8
Item 4A. Executive Officers of the Company........................... 9

PART II:
Item 5. Market for the Company's Common Equity and Related
Stockholder Matters......................................... 10
Item 6. Selected Financial Data..................................... 11
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 12
Item 7A. Quantitative and Qualitative Disclosures about Market
Risk........................................................ 18
Item 8. Financial Statements and Supplementary Data................. 19
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.................................... 41

PART III:
Item 10. Directors and Executive Officers of the Company............. 41
Item 11. Executive Compensation...................................... 41
Item 12. Security Ownership of Certain Beneficial Owners and
Management.................................................. 41
Item 13. Certain Relationships and Related Transactions.............. 41

PART IV:
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K......................................................... 41

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SHILOH INDUSTRIES, INC.

PART I

ITEM 1. BUSINESS

GENERAL

Shiloh is a full service manufacturer of blanks and stamped components for
the automotive and light truck, heavy truck and other industrial markets. The
Company's blanks, which are engineered two dimensional shapes cut from
fat-rolled steel, are principally sold to automotive and truck original
equipment manufacturers ("OEMs") and are used for exterior steel components,
such as fenders, hoods and doors, for which quality of fit and finish is
critical. These blanks include first operation unexposed blanks and more
advanced engineered-welded blanks, which are manufactured from two or more
blanks of different steel or gauges that are welded together utilizing both mash
seam resistance and laser welding. Engineered-welded blanks allow OEMs to
achieve a reduction in vehicle weight, which improves the vehicle's performance
while maintaining body strength for safety. The Company's stampings are
principally used as components in mufflers, seat frames, structural rails,
window lifts, heat shields, vehicle brakes and other structural body components.

The Company also builds modular assemblies, which include components used
in the structural and powertrain systems of a vehicle. Our structural systems
include bumper beams, door impact beams, steering column supports, chassis
components and structural underbody modules. Our powertrain systems consist of
deep draw components, such as oil pans, transmission pans and valve covers. In
addition, the Company also designs, engineers and manufactures precision tools
and dies and welding and assembly equipment for use in its blanking and stamping
operations, as well as for sale to OEMs, other Tier I automotive suppliers and
other industrial customers. Furthermore, the Company provides a variety of
intermediate steel processing services, such as pickling and oiling,
cutting-to-length, slitting and edge trimming of hot-and cold-rolled steel coils
for automotive and steel industry customers. The Company currently has thirteen
subsidiaries at locations in Ohio, Michigan, Georgia, Mexico and Tennessee.

HISTORY

In November 1996, the Company acquired substantially all of the assets of
Greenfield Die & Manufacturing Corp. ("Greenfield"), which is headquartered in
Canton, Michigan, a suburb of Detroit, and serves the automotive industry by
providing a variety of value added processes, including tool and die design and
build, stamping, assembly, welding, prototyping operations and mold design and
build. Greenfield conducts operations as "Canton Manufacturing" and "Canton Tool
and Die." In July 2000, the Company announced that it would seek strategic
alternatives for two of its tool and die operations, Canton Tool and Die and
Utica Tool and Die, and one of its steel processing facilities, Valley City
Steel. As a result, the assets of Canton Tool and Die and Valley City Steel are
currently being held for sale and certain assets of Utica Tool and Die are being
held for sale. In August 1997, the Company acquired C&H Design Company, d.b.a.
C&H Die Technology, d.b.a. Utica Tool and Die, ("C&H") which was headquartered
in Utica, Michigan. In October 2000, the Company closed the operations of C&H
and the equipment was either transferred to other Shiloh locations or is being
held for sale. In July 1998, the Company also commenced operation of Jefferson
Blanking, Inc. ("Jefferson Blanking"), a blanking and stamping facility in
Pendergrass, Georgia.

In November 1999, the Company acquired the automotive division ("MTD
Automotive") of MTD Products Inc for $20.0 million in cash and 1,428,571 shares
of common stock, par value $0.01 per share, of the Company (the "Common Stock"),
of which 535,714 were contingently returnable at November 1, 1999. Pursuant to
the terms of the earnout provisions of the Asset Purchase Agreement, dated as of
June 21, 1999, as amended (the "Purchase Agreement"), entered into by and among
the Company, Shiloh Automotive, Inc. and MTD Products Inc, the aggregate
consideration was increased due to the performance of MTD Automotive during the
first twelve months subsequent to consummation of such acquisition. As a result
of the subsequent performance of MTD Automotive, the 535,714 contingently
returnable shares of Common Stock were not required to be returned to the
Company and in January 2001, the Company issued MTD Products Inc an additional
288,960 shares of Common Stock and the Company's wholly owned subsidiary issued
a note in the aggregate principal amount of

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$4.0 million, due in full on November 1, 2001. The Company is guarantor of the
note. In addition, in accordance with the Purchase Agreement, approximately $1.8
million was returned to the Company for settlement of price concessions and
capital expenditure reimbursements. These adjustments were reflected in the
Company's financial statements for the year ended October 31, 2000 as
adjustments to the purchase price. Also in accordance with the Purchase
Agreement, the purchase price may be adjusted at the end of fiscal 2001 and
fiscal 2002 upon resolution of certain contingencies set forth in such Purchase
Agreement.

In July 2000, the Company commenced operation of Shiloh de Mexico, a laser
welded blanking facility in Saltillo, Mexico. In August 2000, the Company
purchased substantially all the assets of A.G. Simpson (Tennessee) Inc., d.b.a.
Dickson Manufacturing ("Dickson") for approximately $49.2 million, including
approximately $1.2 million in acquisition costs. Dickson is headquartered in
Dickson, Tennessee and serves the automotive industry by providing stampings and
assemblies primarily used for seating and interior structural applications.

In January 2001, certain purchase price adjustments were made pursuant to
the terms of the Purchase Agreement, dated July 18, 2000, by and between the
Company and A.G. Simpson (Tennessee) Inc., in which approximately $4.5 million
was released from escrow and returned to the Company. For accounting purposes,
these adjustments were reflected in the Company's financial statements for the
year ended October 31, 2000.

The Company's principal executive offices are located at Suite 202, 103
Foulk Road, Wilmington, Delaware 19803 and its telephone number is (302)
998-0592. Unless otherwise indicated, all references to the "Company" or
"Shiloh" refer to Shiloh Industries, Inc. and its direct and indirect
subsidiaries.

INDUSTRY

ENGINEERED PRODUCTS

In the engineered products business, OEMs and Tier I automotive suppliers
purchase steel components from suppliers such as the Company. The Company
manufactures these components and also engineers and builds the tools and dies
used in its blanking and stamping operations. In addition, the Company produces
tools and dies and welding and assembly equipment for its customers. OEMs
typically find it more cost effective and time efficient to focus their core
operations on vehicle assembly, marketing and distribution. As a result, OEMs
increasingly outsource the blanked and stamped steel components and modular
assemblies used in their vehicles. OEMs increasingly look to suppliers such as
the Company to assume blanking and stamping, as well as tool and die operations
that were previously done internally at OEMs.

INTERMEDIATE STEEL PROCESSING

Primary steel producers typically find it more cost effective to focus on
the sale of standard size and tolerance steel to large volume purchasers and
view the intermediate steel processor as part of their customer base.
End-product manufacturers seek to purchase steel free from oxidation and scale,
with closer tolerances, on shorter lead times and with more reliable and more
frequent delivery than the primary steel producers can provide efficiently. By
outsourcing these processing services, many end-product manufacturers are able
to significantly enhance their productivity. These factors, together with the
lower cost structure typically found in the outside supplier, have caused many
end-product manufacturers to find it more beneficial, from a cost, quality and
manufacturing flexibility standpoint, to outsource much of the intermediate
steel processing, which is required for the production of their end-products.

PRODUCTS AND MANUFACTURING PROCESSES

ENGINEERED PRODUCTS

The Company produces precision stamped steel components through its
blanking and stamping operations. Blanking is a process in which flat rolled
steel is cut into precise two dimensional shapes by passing steel through a
press, employing a blanking die. These blanks are used principally by
manufacturers in the automobile, heavy truck, heating, ventilation and air
conditioning ("HVAC") and lawn and garden industries. These blanks are used by
the Company's automotive and heavy truck customers for automobile exterior
parts, including fenders, hoods,

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doors and side panels, and heavy truck wheel rims and brake components. The
Company's HVAC and lawn and garden customers use blanks primarily for compressor
housings and lawn mower decks.

The Company produces engineered-welded blanks utilizing both the mash seam
resistance and laser weld processes. The engineered-welded blanks that are
produced generally consist of two or more sheets of steel or aluminum of the
same or different material grade, thickness or coating welded together into a
single flat panel. The primary distinctions between mash seam resistance and
laser welding are weld bead appearance and cost. Engineered-welded blanks allow
OEMs to reduce vehicle weight, while maintaining body strength for safety and
improving performance of the vehicle. Furthermore, by reducing the number of
parts and supplemental operations required, engineered-welded blanks offer
significant cost savings to OEMs.

Stamping is a process in which steel is passed through dies in a stamping
press in order to form the steel into three dimensional parts. The Company also
produces stamped parts using precision single stage, progressive and transfer
dies, which in most cases, the Company designs and manufactures. Some stamping
and blanking operations also provide value-added processes, such as welding,
assembly and painting capabilities. The Company also manufactures deep draw
stampings, such as mufflers, oil pans, transmission pans and valve covers. The
Company's stampings and assemblies are principally used as components for bumper
beams, door impact beams, steering column support, chassis components, seat
frames, structural rails, window lifts, vehicle brakes and other structural body
components for automobiles and light trucks.

The Company also designs, engineers and produces precision tools and dies
and weld and assembly equipment. To support the manufacturing process, the
Company supplies substantially all of the tools and dies used in the blanking
and stamping operations and a portion of the welding and secondary assembly
equipment used to manufacture modular systems. The Company also produces tools
and dies for sale to OEMs, Tier I suppliers and other industrial customers.
Advanced technology is maintained to conduct activities and improve tool and die
production capabilities. The Company has computerized most of the design and
engineering portions of the tool and die production process to reduce production
time and cost.

INTERMEDIATE STEEL PROCESSING

The Company processes flat rolled steel principally for primary steel
producers and manufacturers that require processed steel for end-product
manufacturing purposes. The Company also processes flat rolled steel for
internal blanking and stamping operations. The Company either purchases
hot-rolled and cold-rolled steel from primary steel producers located throughout
the Midwest or receives the steel on a toll-processing basis and does not
acquire ownership of it. This steel typically requires additional processing to
meet the requirements of the end-product manufacturers. The Company's
intermediate processing operations include slitting, cutting-to-length, pickling
and oiling, edge trimming, roller leveling and quality inspecting of flat rolled
steel.

The first processing operation for hot-rolled steel typically involves
pickling, a chemical process in which an acidic solution is applied to the steel
to remove the surface oxidation and scale which develops on the steel shortly
after it is hot-rolled. During the pickling process, the steel is either coated
with oil to prevent oxidation or with a borax-based solution to prevent
oxidation and facilitate the stamping process. In 1996, the Company added an
additional pickling line, allowing the Company to nearly double capacity for
cleaning, finishing and coating steel. After pickling, the steel is ready for
either additional processing or delivery to the customer.

Pickled steel and cold-rolled steel often go through additional processing
operations to meet the requirements of end-product manufacturers. Slitting is
the cutting of coiled steel to precise widths. Cutting to length produces steel
cut to specified lengths ranging from 12 inches to 168 inches. Edge trimming
removes a specified portion of the outside edges of the coiled steel to produce
a uniform width. Roller leveling flattens the steel by applying pressure across
the width of the steel to make the steel suitable for blanking and stamping. To
achieve high quality and increased volume levels and to be responsive to
customers' just-in-time supply requirements, most of the Company's steel
processing operations are computerized and have combined several complementary
processing lines, such as pickling, slitting and cutting to length at single
facilities. In addition to cleaning, leveling and cutting steel, the Company
inspects steel to detect production flaws and utilize computers to provide both
visual displays and documented records of the thickness maintained throughout
the entire coil of steel. The Company also performs inventory control services
for some customers.
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CUSTOMERS

The Company produces blanked and stamped parts and processed flat-rolled
steel for a variety of industrial customers. The Company supplies steel blanks,
stampings and modular assemblies primarily to North American automotive
manufacturers and stampings to other Tier I automotive suppliers. The Company
also supplies blanks and stampings to manufacturers in the lawn and garden,
HVAC, home appliance and construction industries. Finally, the Company processes
flat-rolled steel for a number of primary steel producers.

One of the Company's largest customers is the Parma, Ohio stamping facility
of the metal fabricating division of General Motors. The Company has been
working with General Motors for more than 20 years. The Company is linked to
this facility through an electronic data interchange and the Company supplies
blanks on a just-in-time basis.

The acquisition of MTD Automotive in November 1999 established Ford Motor
Company as another significant customer. The Company supplies Ford with
stampings and assemblies.

In fiscal 2000, General Motors and Ford accounted for approximately 19.1%
and 18.2% of the Company's revenues, respectively.

SALES AND MARKETING

The current sales force consists of approximately 38 individuals. These
individuals directly market the Company's automotive and steel processing
products and services. The sales force is organized to enable the Company to
target sales and marketing efforts at three distinct types of customers.

- OEM customers;

- Tier I suppliers; and

- Steel consumers and producers.

To supplement the sales and marketing efforts, the Company established a
sales and technical center in Auburn Hills, Michigan which is in close proximity
to its automotive customers. The Company's engineering staff at this center
provides total program management as well as technical assistance and support to
customers during the product development stage. The location of the engineering
and technical center allows for greater, more frequent access to some of the
Company's key customers.

OPERATIONS AND ENGINEERING

The Company operates its steel processing facilities on an integrated
basis. A significant portion of the flat-rolled steel used by the Company in its
blanking and stamping operations is supplied through its other steel processing
operations. With three tool and die facilities, the Company typically designs,
engineers and manufacturers substantially all of the tools and dies used in its
blanking and stamping operations.

Eleven of the Company's facilities were constructed by the Company and were
located and designed to facilitate the integrated flow of the Company's
processing operations. In addition, the Company has developed a just-in-time
delivery system that enables the Company to meet its customers' requirements for
deliveries on shorter lead times thereby minimizing their need to carry
significant inventory levels.

RAW MATERIALS

The basic materials required for the Company's operations are hot- and
cold-rolled steel. The Company obtains steel from a number of primary steel
producers. A significant portion of the steel processing products and services
are provided to customers on a toll processing basis. Under these arrangements,
the Company charges a specified fee for operations performed without acquiring
ownership of the steel and being burdened with the attendant costs of ownership
and risk of loss. Through centralized purchasing, the Company attempts to
purchase raw materials at the lowest competitive prices for the quantity
purchased. The amount of steel available for processing is a function of the
production levels of primary steel producers.

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COMPETITION

Competition for sales of steel blanks and stampings is intense, coming from
numerous companies, including independent domestic and international suppliers,
and from internal divisions of General Motors, Ford and DaimlerChrysler, as well
as independent domestic and international Tier I and Tier II suppliers, which
have blanking facilities and greater financial and other resources than the
Company. The market for the Company's steel processing operations is also highly
competitive. The Company competes with a number of steel processors in its
region, such as Worthington Industries and Samuel Steel Pickling Company, and
primary steel producers, many of which also have comparable facilities and
greater financial and other resources than the Company. The primary
characteristics of competition encountered in each of these markets are product
quality, service and price and technological innovation. In addition,
competition for sales of automotive stamped modules is intense. Primary
competitors in North America for the stamping business are Aetna/Sofedit, Cosma,
a division of Magna International, Oxford Automotive and Tower Automotive. The
significant areas of competition with these companies are price, product
quality, delivery and engineering capabilities.

EMPLOYEES

As of December 31, 2000, the Company had approximately 3,600 employees. The
employees at five of the subsidiaries, an aggregate of approximately 1,465
employees, are covered by six collective bargaining agreements that are due to
expire in June 2001, August 2001, May 2002, June 2002, May 2004 and January
2005.

BACKLOG

Because the Company conducts its steel processing operations generally on
the basis of short-term orders, backlog is not a meaningful indicator of future
performance.

SEASONALITY

The Company typically experiences decreased revenue and operating income
during its first fiscal quarter of each year, usually resulting from generally
slower overall automobile production during the winter months. The Company's
revenues and operating income in its third fiscal quarter can also be affected
by the typically lower automobile production activities in July due to
manufacturers' changeover in production lines.

ENVIRONMENTAL MATTERS

The Company is subject to environmental laws and regulations concerning:

- emissions to the air;

- discharges to waterways; and

- generation, handling, storage, transportation, treatment and disposal of
waste and hazardous materials.

The Company is also subject to laws and regulations that can require the
remediation of contamination that exists at current or former facilities. In
addition, the Company is subject to other federal and state laws and regulations
regarding health and safety matters. Each of the production facilities has
permits and licenses allowing and regulating air emissions and water discharges.
While the Company believes that at the present time they are in substantial
compliance with environmental laws and regulations, these laws and regulations
are constantly evolving and it is impossible to predict whether compliance with
all liability under these laws and regulations may have a material adverse
effect on the Company in the future.

MTD Automotive, at its facilities in Parma and Valley City, Ohio, has
engaged in industrial manufacturing operations since 1946 and 1968, during which
time various hazardous substances have been handled at each facility. As a
consequence of these historic operations, the potential for liability relating
to contamination of soil and groundwater may exist at the Parma facility, which
the Company leases from MTD Products Inc, and the Valley City facility, which
the Company owns. Although the Company could be liable for cleanup costs at
these facilities, MTD Products Inc is contractually obligated to indemnify the
Company against any such costs arising as a result of operations prior to the
Company's acquisition of the MTD Automotive business.
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ITEM 2. PROPERTIES

The Company is a Delaware holding company that conducts its operations
through thirteen subsidiaries, seven located in north central Ohio, three
located in Michigan, one located in Georgia, one located in Tennessee and one
located in Mexico. The Company believes substantially all of its property and
equipment is in good condition and that it has sufficient capacity to meet its
current operational needs. The Company considers full capacity of its steel
processing facilities to be three eight hour shifts for 5.5 days per week. At
October 31, 2000, the Company's steel processing operations were operating at
near full capacity. The Company's facilities at 14 locations, all of which are
owned (except for its Utica and some of its Canton, Michigan and Cleveland, Ohio
facilities), are as follows:

LOCATION SQUARE FOOTAGE DATE OF OPERATION DESCRIPTION OF USE
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Mansfield, Ohio......... 295,240 1955 Blanking/Tool and Die
Production
Valley City, Ohio....... 489,481 1986 Blanking
Wellington,Ohio......... 85,667 1998 Tool and Die Production
Wellington, Ohio........ 226,316 1987 Stamping
Valley City, Ohio....... 260,000 1977 Other Steel Processing(4)
Valley City, Ohio....... 244,000 1990 Other Steel Processing
Romulus, Michigan....... 170,600(1) 1996 Blanking
Canton, Michigan........ 280,370 1996 Stamping/Tool and Die
Production(5)
Utica, Michigan......... 62,500(2) 1997 Tool and Die Production
Pendergrass, Georgia.... 171,000 1998 Blanking
Saltillo, Mexico........ 140,825 2000 Blanking
Valley City, Ohio....... 250,000(3) 1999 Stamping
Cleveland, Ohio......... 395,000(3) 1999 Stamping/Tool and Die
Production
Dickson, Tennessee...... 206,000 2000 Stamping

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(1) This facility is owned by Shiloh of Michigan, the Company's joint venture
with Rouge Steel. The Company is an 80% equity owner of Shiloh of Michigan.

(2) This facility is leased by C&H. Since October 31, 2000, operations ceased to
be conducted at this facility.

(3) The Company acquired these facilities on November 1, 1999 in connection with
the acquisition of MTD Automotive. The Valley City facility is owned and the
Cleveland facility is leased.

(4) This facility is currently held for sale.

(5) The tool and die facilities are currently held for sale.

The facilities in Valley City, Ohio are in close proximity to each other
facilitating greater integration of operations and management. In addition, the
Company's operating facilities at Canton, Michigan consist of five separate
facilities (three of which are leased) located within a five mile radius of each
other.

ITEM 3. LEGAL PROCEEDINGS

The Company is involved in various law suits arising in the ordinary course
of business. In management's opinion, the outcome of these matters will not have
a material adverse effect on the Company's financial condition.

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

No matter was submitted to a vote of security holders during the fourth
quarter of fiscal 2000.

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ITEM 4A. EXECUTIVE OFFICERS OF THE COMPANY

The information under this Item 4A is furnished pursuant to Instruction 3
to Item 401(b) of Regulation S-K.

CURTIS E. MOLL, CHAIRMAN OF THE BOARD. Mr. Moll became Chairman of the
Board of the Company in April 1999, and he has served as a Director of the
Company since its formation in April 1993. Since 1980, Mr. Moll has served as
the Chairman of the Board and Chief Executive Officer of MTD Products Inc, a
privately-held manufacturer of outdoor equipment. Mr. Moll also serves as a
director of Sherwin Williams Company and AGCO Corporation. Mr. C. Moll is 61
years old.

JOHN F. FALCON, PRESIDENT AND CHIEF EXECUTIVE OFFICER. Mr. Falcon has been
the President and Chief Executive Officer of the Company since April 1999. From
1995 to April 1999, Mr. Falcon held several positions at Lear Corporation, a
supplier of automotive interior systems, including Director of Interiors for its
General Motors division. Prior to that time, he had over twenty years of
experience at General Motors, a manufacturer of vehicles, where he held several
positions, including, among others, Worldwide Operations Manager for ignition
and filtration products. Mr. J. Falcon is 52 years old.

CRAIG A. STACY, CHIEF FINANCIAL OFFICER AND TREASURER. Mr. Stacy has served
as Chief Financial Officer and Treasurer since October 1996. Mr. Stacy had been
the Corporate Controller of the Company since 1994. Prior to joining the
Company, Mr. Stacy was employed by Price Waterhouse LLP (currently
PricewaterhouseCoopers LLP) and Ernst & Young LLP. Mr. Stacy is a Certified
Public Accountant. Mr. Stacy is 34 years old.

DAVID K. FRINK, VICE PRESIDENT OF STEEL PROCESSING. Mr. Frink was named
Vice President of Steel Processing in July 1997. He also served as Director of
Corporate Purchasing from May 1996 to November 1999. Mr. Frink was President of
Steel Processing from August 1996 to July 1997. Prior to August 1996, Mr. Frink
had been the plant general manager at Liverpool Coil Processing since June 1991.
Mr. Frink is 53 years old.

LARRY D. PAQUIN, VICE PRESIDENT OF QUALITY AND CONTINUOUS IMPROVEMENT. Mr.
Paquin has served as Vice President of Quality and Continuous Improvement since
August 1999. Prior to his tenure with the Company, Mr. Paquin had been Vice
President and General Manager of Thomas Madison Incorporated, a privately-held
automotive stamping manufacturer, from April 1996 to July 1999. Prior to that
time, Mr. Paquin served as President of the Crescive Die and Tool Company, a
privately-held tool and die manufacturer. Mr. L. Paquin is 57 years old.

MARK D. THEISEN, VICE PRESIDENT OF SALES AND MARKETING. Mr. Theisen was
named Vice President of Sales and Marketing in January 2001. Prior to that time,
Mr. Theisen served as Vice President of Strategic Planning and Purchasing. Mr.
Theisen was named Vice President of Strategic Planning of MTD Automotive in
August 1998 and served as general manager of MTD Automotive from June 1997 to
August 1998. Prior to that time Mr. Theisen had been Marketing Manager of MTD
Automotive from April 1995 to June 1997 and Sales Account Manager of MTD
Automotive prior to that time. Mr. M. Theisen is 38 years old.

PATRICK C. BOYER, VICE PRESIDENT OF TOOLING & DESIGN. Mr. Boyer was named
Vice President of Tooling and Design in June 1999. Prior to June 1999, Mr. Boyer
was Vice President of Marketing from November 1998 to May 1999. Prior to that
time, Mr. Boyer served as Plant General Manager of Sectional Stamping Inc. for a
six-year period. Mr. P. Boyer is 45 years old.

HAYDEN M. COTTERILL, VICE PRESIDENT ENGINEERED PRODUCTS. Mr. Cotterill was
named Vice President of Engineered Products in January 2000. Mr. Cotterill was
employed by the Oxford Group, a Tier II supplier, from April 1998 to January
2000, where he held the position of General Manager of the suspension business
unit. Prior to that time, he had over twenty-five years of experience with Eaton
Corporation, a global diversified industrial manufacturer in various positions,
including plant general manager of the automotive group. Mr. Cotterill is 53
years old.

STEPHEN J. TOMASKO, VICE PRESIDENT OF HUMAN RESOURCES. Mr. Tomasko was
named Vice President of Human Resources in April 2000. Prior thereto, Mr.
Tomasko had been employed by the Reserve Group, a privately held company engaged
in the acquisition and expansion of businesses involved in the production of
steel and stampings. He served the Reserve Group in various capacities and since
1995, as the Vice President of Administration. Mr. Tomasko is 57 years old.
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PART II

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

As of the close of business on January 22, 2001, there were 154
stockholders of record for the Company's Common Stock. The Company believes that
the actual number of stockholders of the Company's Common Stock exceeds 300. The
Company has not declared or paid any cash dividends on shares of its equity
securities, including Common Stock, since its incorporation in April 1993. The
Company currently intends to retain earnings to supports its growth strategy and
does not anticipate paying dividends in the foreseeable future. The Common Stock
is traded on the Nasdaq National Market under the symbol "SHLO". On January 22,
2001, the closing price for the Company's Common Stock was $4.625 per share.

The Company's Common Stock commenced trading on June 29, 1993. The table
below sets forth the high and low bid prices for the Company's Common Stock for
its four quarters in each of 1999 and 2000.

HIGH LOW
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1st Quarter
January 31, 1999....................................... $16.375 $ 12.25
2nd Quarter
April 30, 1999......................................... $14.625 $ 7.75
3rd Quarter
July 31, 1999.......................................... $ 15.00 $ 9.875
4th Quarter
October 31, 1999....................................... $ 13.50 $ 8.125
1st Quarter
January 31, 2000....................................... $11.875 $ 8.00
2nd Quarter
April 30, 2000......................................... $ 10.00 $9.0625
3rd Quarter
July 31, 2000.......................................... $ 11.00 $ 5.50
4th Quarter
October 31, 2000....................................... $ 9.25 $ 5.875

On November 1, 1999, the Company issued 1,428,571 shares of its Common
Stock to MTD Products Inc as a portion of the consideration for the acquisition
by the Company of MTD Automotive. In addition, in January 2001, the Company
issued 288,960 shares of its Common Stock to MTD Products Inc as a portion of
the consideration owed by the Company to MTD Products Inc under the earnout
provision of the Asset Purchase Agreement, dated as of June 21, 1999, as
amended, by and among the Company, Shiloh Automotive, Inc. and MTD Products Inc
(the "Purchase Agreement"). These issuances of shares of Common Stock were
exempt from the registration requirements of the Securities Act of 1933 based on
Section 4(2) of such Act.

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ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected consolidated financial data of the
Company. The data for each of the five years in the period ended October 31,
2000, are derived from the consolidated financial statements of the Company,
which have been audited by PricewaterhouseCoopers LLP, independent accountants.
The data presented below should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Financial Statements and the notes thereto included elsewhere in this Annual
Report.

2000 1999 1998 1997 1996
-------- -------- -------- -------- --------

INCOME STATEMENT DATA:
Revenues.................................... $630,762 $354,200 $299,350 $273,161 $219,466
Cost of sales............................... 548,059 291,265 242,499 214,343 173,836
-------- -------- -------- -------- --------
Gross profit.............................. 82,703 62,955 56,851 58,818 45,630
Selling, general and administrative
expenses.................................. 56,699 31,441 26,832 25,557 17,086
Asset impairment charge..................... 33,043 -- -- -- --
Restructuring charge........................ 1,230 -- -- -- --
-------- -------- -------- -------- --------
Operating income (loss)..................... (7,269) 31,514 30,019 33,261 28,544
-------- -------- -------- -------- --------
Interest expense, net......................... 15,313 7,380 5,130 2,161 111
Minority interest............................. -- 474 342 394 123
Other income (expense), net................... 1,536 66 (16) 274 (81)
-------- -------- -------- -------- --------
Income (loss) from continuing operations
before taxes and effect of change in
accounting principle........................ (21,046) 24,674 25,215 31,768 28,475
Provision (benefit) for income taxes.......... (8,491) 9,363 9,673 11,675 10,952
-------- -------- -------- -------- --------
Income (loss) from continuing operations
before effect of change in accounting
principle................................... (12,555) 15,311 15,542 20,093 17,523
Loss from discontinued operations, net of
income taxes................................ -- -- -- -- (256)
Loss on sale of discontinued operations, net
of income taxes(1).......................... -- -- -- -- (9,589)
-------- -------- -------- -------- --------
Net income (loss).................... $(12,555) $ 15,311 $ 15,542 $ 20,093 $ 7,678
======== ======== ======== ======== ========
EARNINGS PER SHARE:(2)
Basic and diluted earnings per share:
Income (loss) from continuing operations
before effect of change in accounting
principle per share..................... $ (.88) $ 1.17 $ 1.19 $ 1.54 $ 1.35
Loss from discontinued operations, net of
income taxes per share.................. -- -- -- -- (0.02)
Loss on sale of discontinued operations,
net of income taxes per share........... -- -- -- -- (0.74)
-------- -------- -------- -------- --------
Net income (loss) per share............... $ (.88) $ 1.17 $ 1.19 $ 1.54 $ 0.59
======== ======== ======== ======== ========
Basic weighted average number of common
shares.................................. 14,290 13,081 13,061 13,032 13,012
Diluted weighted average number of
common.................................. 14,290 13,085 13,103 13,066 13,032
OTHER DATA:
(Excludes Shafer Valve and acquisitions of
businesses)
Capital expenditures...................... $ 66,191 $ 58,417 $ 67,968 $ 63,164 $ 37,482
Depreciation and amortization............. 23,819 18,304 15,270 11,012 7,166
BALANCE SHEET DATA:(2)
Working capital............................. $138,757 $ 85,312 $ 56,643 $ 45,483 $ 34,813
Total assets................................ 572,885 425,720 353,949 289,626 207,009
Total debt.................................. 251,545 171,450 135,865 96,400 52,933
Stockholders' equity........................ 179,773 178,128 162,818 146,619 126,157

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

(1) On July 9, 1996, the Company completed the sale of substantially all of the
issued and outstanding common stock of Shafer Valve for approximately $13.2
million in cash. This disposition resulted in a $9.589 million loss after
tax and has been accounted for as a discounted operation.

(2) Purchase price adjustments made in connection with the acquisitions of MTD
Automotive and Dickson are reflected in earnings per share and balance sheet
data for fiscal 2000.

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

GENERAL

The Company is a full service manufacturer of blanks and stamped components
for the automotive and light truck, heavy truck and other industrial markets.
The Company's engineered products include blanks, stamped components and modular
assemblies. The Company also designs, engineers and manufactures precision tools
and dies for the automotive and other industries. In addition, the Company
provides steel processing services, which include pickling hot-rolled steel,
slitting, edge trimming, roller leveling and cutting-to-length of both hot- and
cold-rolled steel. In fiscal 2000, approximately 88.8% of the Company's revenues
were generated by sales to the automotive and light truck and heavy truck
industries.

The Company's origins date back to 1950 when its predecessor, Shiloh Tool &
Die Mfg. Company, began to design and manufacture precision tools and dies. As
an outgrowth of its precision tool and die expertise, Shiloh Tool & Die Mfg.
Company expanded into blanking and stamping operations in the early 1960's. In
April 1993, Shiloh Industries, Inc. was organized as a Delaware corporation to
serve as a holding company for its seven operating subsidiaries and in July 1993
completed an initial public offering of Common Stock.

In January 1996, the Company entered into a joint venture with Rouge Steel
Company and formed a limited liability company, Shiloh of Michigan, L.L.C., to
produce engineered steel blanks. The Company is an 80% equity owner in this
joint venture. On November 1, 1996, the Company acquired substantially all of
the assets of Greenfield Die & Manufacturing Corp., headquartered in Canton,
Michigan. Greenfield Die & Manufacturing Corp. provides a variety of value-added
processes, including tool and die design and build, stamping, assembly, welding,
prototyping operations and mold design and manufacture.

In August 1997, the Company acquired C&H, headquartered in Utica, Michigan.
In October 2000, the Company closed C&H and the equipment was either transferred
to other Shiloh locations or is being held for sale. In October 1997, the
Company incorporated Jefferson Blanking, Inc. and commenced operations in July
1998.

On November 1, 1999, the Company acquired MTD Automotive, the automotive
division of MTD Products Inc, headquartered in Cleveland, Ohio. MTD Automotive
is primarily a Tier I supplier and primarily serves the automotive industry by
providing metal stampings and modular assemblies. The aggregate consideration
for the acquisition of MTD Automotive consisted of $20.0 million in cash and the
issuance of 1,428,531 shares of Common Stock to MTD Products Inc, of which
535,714 were contingently returnable at November 1, 1999. In January 2001, the
aggregate consideration was increased based upon the performance of MTD
Automotive during the first twelve months subsequent to closing. Specifically,
the 535,714 contingently returnable shares of Common Stock were not required to
be returned to the Company and the Company issued MTD Products Inc an additional
288,960 shares of Common Stock and the Company's wholly owned subsidiary issued
a note payable in full on November 1, 2001, in the aggregate principal amount of
$4.0 million. The Company is guarantor of the note. In addition, in accordance
with the Purchase Agreement, approximately $1.8 million was returned to the
Company for settlement of price concessions and capital expenditure
reimbursements. These adjustments were reflected in the Company's financial
statements for the year ended October 31, 2000 as adjustments to the purchase
price. Also in accordance with the Purchase Agreement, the purchase price may be
adjusted at the end of fiscal 2001 and fiscal 2002 upon resolution of certain
contingencies set forth in the Purchase Agreement.

In July 2000, the Company announced that it would seek strategic
alternatives for two of its tool and die facilities, C&H and Canton Tool & Die,
and one of its steel processing facilities, Valley City Steel. In October 2000,
the Company closed C&H and transferred certain of its assets to other
subsidiaries of the

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Company. The Company currently intends to sell the assets of Canton Tool & Die,
the assets of the steel processing facility of Valley City Steel and certain
assets of C&H. The Company anticipates these sales will be completed in fiscal
2001.

On August 29, 2000, the Company acquired substantially all the assets of
Dickson for approximately $49.2 million, including approximately $1.2 million in
acquisition costs. In January 2001, certain purchase price adjustments were made
pursuant to the terms of the Purchase Agreement in which approximately $4.5
million was released from escrow and returned to the Company. For accounting
purposes, these adjustments were reflected in the Company's financial statements
for the year ended October 31, 2000. The acquisition reflects an expansion of
the Company's capabilities and improves its position as a key supplier of
engineered metal products for automotive seating and interior structural
applications.

In analyzing the financial aspects of the Company's operations, the
following factors should be considered.

Plant utilization levels are very important to profitability because of the
capital intensive nature of these operations. Because the Company performs a
number of different operations, it is not meaningful to analyze simply the total
tons of steel processed. For example, blanking and stamping involve more
operational processes, from the design and manufacture of tools and dies to the
production and packaging of the final product, than the Company's other services
and therefore generally have higher margins.

A significant portion of the Company's steel processing and blanking
products and services is provided to customers on a toll processing basis. Under
these arrangements, the Company charges a tolling fee for the operations that it
performs without acquiring ownership of the steel and being burdened with the
attendant costs of ownership and risk of loss. Although the proportion of tons
of steel which the Company uses or process that is directly owned as compared to
toll processed may fluctuate from quarter to quarter depending on customers'
needs, the Company estimates that of total tons used or processed in its
operations, approximately 75.9% in 2000, 85.6% in 1999, and 87.4% in 1998, were
used or processed on a toll processing basis. Revenues from toll processing as a
percent of total revenues were approximately 16.5% in 2000, 27.6% in 1999 and
29.7% in 1998. Revenues from operations involving directly owned steel include a
component of raw material cost whereas toll processing revenues do not.
Consequently, toll processing generally results in lower revenue, but higher
gross margin, than directly owned steel processing. Therefore, an increase in
the proportion of total revenues attributable to directly owned steel processing
may result in higher revenues but lower gross margins. The Company's stamping
operations use more directly owned steel than its other operations.

Changes in the price of scrap steel can have a significant effect on the
Company's results of operations because substantially all of its operations
generate engineered scrap steel. Engineered scrap steel is a planned by-product
of our processing operations. Changes in the price of steel, however, also can
impact the Company's results of operations because raw material costs are by far
the largest component of cost of sales in processing directly owned steel. The
Company actively manages its exposure to changes in the price of steel, and, in
most instances, passes along the rising price of steel to its customers. At
times, however, the Company has been unable to do so.

The Company's results of operations have been adversely affected by a large
number of facility expansions and start-up operations in recent periods, such as
Shiloh de Mexico S.A. de C.V. ("Shiloh of Mexico") and Ohio Welded Blank, an
expansion facility of Medina Blanking, Inc. ("OWB"). Operations at expanded and
new facilities are typically less efficient than established operations due to
the implementation of new production processes. In addition, the Company depends
on customers to implement their purchase programs in a timely manner, which
affects the Company's ability to achieve satisfactory plant utilization rates.
When the customers fail to do so, results are negatively impacted. In the
Company's experience, operations at expanded or new facilities may be adversely
impacted by the above factors for several periods.

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RESULTS OF OPERATIONS

The following table sets forth income statement data of the Company
expressed as a percentage of revenues for the periods indicated:

YEARS ENDED OCTOBER 31,
-----------------------
2000 1999 1998
----- ----- -----

Revenues.................................................... 100.0% 100.0% 100.0%
Cost of sales............................................... 86.9 82.2 81.0
----- ----- -----
Gross profit................................................ 13.1 17.8 19.0
Selling, general and administrative expense................. 8.9 8.9 9.0
Asset impairment charge..................................... 5.2 -- --
Restructuring charge........................................ .2 -- --
----- ----- -----
Operating income (loss)..................................... (1.2) 8.9 10.0
Interest expense............................................ 2.4 2.1 1.8
Interest income............................................. * * .1
Minority interest........................................... -- .1 .1
Other income (expense), net................................. .2 * *
----- ----- -----
Income (loss) before taxes.................................. (3.3) 7.0 8.4
Provision (benefit) for income taxes........................ (1.3) 2.6 3.2
----- ----- -----
Net income (loss)........................................... (2.0)% 4.3% 5.2%
===== ===== =====

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

* indicates that amounts are greater than 0.0 percent but less than 0.1 percent.

YEAR ENDED OCTOBER 31, 2000 COMPARED TO YEAR ENDED OCTOBER 31, 1999

REVENUES. Revenues increased by $276.5 million, or 78.1%, to $630.8 million
for the year ended October 31, 2000 from $354.2 million for the comparable
period in 1999. The increase in revenues is primarily due to the inclusion of
MTD Automotive and OWB. MTD Automotive was acquired on November 1, 1999 and
accounted for $207.1 million, or 74.9%, of the revenue increase in fiscal 2000
as compared to fiscal 1999. OWB, dedicated to engineered welded blanks for the
automotive sector, became operational on November 1, 1999 and accounted for
$60.0 million, or 21.7% of the revenue increase in fiscal 2000 as compared to
fiscal 1999. In addition, in fiscal 2000, scrap revenue increased $6.9 million
as a result of (1) an increase in the average scrap price per gross ton and (2)
an increase in scrap volume, primarily as a result of the inclusion of MTD
Automotive and OWB. Excluding MTD Automotive and OWB, scrap sales increased $4.1
million in fiscal 2000 as compared to fiscal 1999. The percentage of revenues
from directly owned steel processed was 83.5% for fiscal 2000 compared to 72.4%
for fiscal 1999. Revenues from the toll processed steel were 16.5% for fiscal
2000 compared to 27.6% for fiscal 1999. This shift in the mix of revenue from
toll processing to directly owned steel primarily resulted from the addition of
MTD Automotive and OWB, which derived substantial revenue from directly owned
steel.

GROSS PROFIT. Gross profit increased by $19.7 million, or 31.4%, to $82.7
million for fiscal 2000 from $63.0 million for the comparable period in 1999.
Gross margin decreased to 13.1% in fiscal 2000 from 17.8% for the comparable
period in 1999. The increase in gross profit is primarily related to the
acquisition of MTD Automotive, which has historically generated lower gross
margins than the historical results of the Company's existing operations. The
decline in gross margin is primarily a result of the addition of MTD Automotive
and OWB, which derive substantial revenue from sales of directly owned steel
which results in higher revenues but lower gross margins. In addition, lower
gross margin and lower gross profit were experienced at Canton Tool and Die and
C&H as a result of the softening in the tool and die business and at Valley City
Steel as a result of the weakening steel industry. Excluding MTD Automotive,
OWB, Canton Tool and Die, C&H and Valley City Steel, gross profit decreased by
$3.6 million and gross margin increased to 20.0% for fiscal 2000.

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15

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $24.3 million, or 77.2%, to $55.7 million
in fiscal 2000 from $31.4 million in fiscal 1999. As a percentage of revenues,
these expenses decreased slightly to 8.8% for fiscal 2000 from 8.9% for fiscal
1999. The largest component of the increase, in dollars, arose principally from
the addition of MTD Automotive and OWB. Excluding MTD Automotive and OWB,
selling, general and administrative expenses increased $14.2 million from fiscal
1999 and as a percentage of revenues increased to 12.6% from fiscal 1999.
Additional increases are the result of: the addition of corporate personnel and
related costs, a bad debt write-off relating to one customer, increased
depreciation on the new business system software, write-off of costs relating to
the high yield bond offering that was terminated during the fourth quarter of
fiscal 2000, administrative expenses relating to Dickson, acquired in August
2000 and administrative expenses for the start-up of the Shiloh of Mexico
facility.

OTHER. The Company recognized a one-time asset impairment charge of $33.0
million relating to assets held for sale at Canton Tool and Die and Valley City
Steel as well as a one time charge of $1.2 million for restructuring related to
the closing of C&H. Interest expense increased to $15.4 million in fiscal 2000
from $7.5 million for the comparable period in fiscal 1999 due primarily to
increased average borrowings during fiscal 2000 that were primarily incurred in
connection with acquisitions and capital expenditures made during fiscal 1999
and fiscal 2000. Interest expense of approximately $2.6 million relating to
expansion of several facilities was capitalized in fiscal 2000. The income tax
benefit was $8.5 million in fiscal 2000 compared with a provision for income tax
of $9.4 million in fiscal 1999, representing effective tax rates of 40.3% and
37.9%, respectively.

NET INCOME (LOSS). Net income for fiscal 1999 decreased by $27.9 million to
a net loss of $12.6 million for fiscal 2000. This decrease was substantially the
result of the asset impairment charge and restructuring charge.

YEAR ENDED OCTOBER 31, 1999 COMPARED TO YEAR ENDED OCTOBER 31, 1998

REVENUES. Revenues increased by $54.9 million, or 18.3%, to $354.2 million
for the year ended October 31, 1999 from $299.4 million for the comparable
period in 1998. The increase in revenues is primarily due to increased volumes
in our stamping operations, increased tailor-welded blanking revenue, increased
tool and die sales and the inclusion of a full year of revenue at Jefferson
Blanking. This increase was partially offset by a $4.0 million decrease in
revenue from sales of scrap steel due to a decline in the price of scrap steel
per gross ton from an average of $94.0 per gross ton during fiscal 1999 compared
to an average of $137.0 per gross ton for fiscal 1998. Revenues from the
blanking and stamping operations for fiscal 1999 increased approximately 24.3%
from the comparable period in fiscal 1998, while revenue from the other steel
processing operations for fiscal 1999 decreased approximately 1.3% from the
comparable period in fiscal 1998. The percentage of revenues from directly owned
steel processed was 72.4% for fiscal 1999 compared to 70.3% for fiscal 1998.
Revenues from the toll processed steel were 27.6% for fiscal 1999 and 29.7% for
the comparable period in fiscal 1998. The increase in the percentage of revenue
from directly owned steel processed of approximately 2.1% was primarily due to
the increase in directly owned steel processing revenue and tonnage at certain
facilities during the fiscal year due to a shift in customer requirements.

GROSS PROFIT. Gross profit increased by $6.1 million, or 10.7%, to $63.0
million for fiscal 1999 from $56.9 million for the comparable period in 1998.
Gross margin decreased to 17.8% in fiscal 1999 from 19.0% for the comparable
period in 1998. Gross margin was negatively affected by the 31.4% decrease in
the average price of scrap steel per ton during fiscal 1999. In addition, gross
margin was negatively affected by difficulties that the Company experienced in
the implementation of one very significant tool and die program which caused
significant difficulties at one of our tool and die facilities which resulted in
production disruptions. Finally, gross margin was negatively impacted by
increased depreciation resulting from increased capital expenditures.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $4.6 million, or 17.2%, to $31.4 million in
fiscal 1999 from $26.8 million for the comparable period in fiscal 1998. As a
percentage of revenues, these expenses decreased slightly to 8.9% for fiscal
1999 from 9.0% for the comparable period in fiscal 1998. The largest component
of the increase, in dollars, arose principally from the addition of corporate
personnel and related benefit costs. In addition, we incurred increased
professional fees associated with personnel recruitment fees and legal fees
associated with the negotiation of union contracts.

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16

OTHER. Interest expense increased to $7.5 million in fiscal 1999 from $5.3
million for the comparable period in fiscal 1998 due primarily to increased
average borrowings during fiscal 1999 that were primarily incurred in connection
with significant capital expenditures made during fiscal 1998 and fiscal 1999.
Interest expense of approximately $2.5 million relating to expansion of several
facilities was capitalized in fiscal 1999. The provision for income taxes was
$9.4 million in fiscal 1999 compared with $9.7 million in fiscal 1998,
representing effective tax rates of 37.9% and 38.4%, respectively.

NET INCOME. Net income for fiscal 1999 decreased by $0.2 million, or 1.5%,
to $15.3 million from $15.5 million for the comparable period in fiscal 1998.
This decrease was substantially the result of a decline in scrap prices per
gross ton, lower margins on specific tool and die projects, increased
depreciation resulting from increased capital expenditures and increased
interest expense resulting from increased borrowing for significant capital
expenditures made during fiscal 1998 and fiscal 1999.

LIQUIDITY AND CAPITAL RESOURCES

At October 31, 2000, the Company had $138.8 million of working capital,
representing a current ratio of 2.2 to 1 and debt to total capitalization of
58.3%. As a result of this strong financial condition, the Company will be able
to continue its planned investment in new equipment and facilities through the
next fiscal year.

Net cash provided by operating activities is primarily generated from
operations of the Company plus non-cash charges for depreciation and
amortization, which because of the capital intensive nature of the Company's
business, are substantial. Net cash provided by operating activities for 2000
was $62.1 million as compared to $13.4 million for the comparable period in
fiscal 1999. Fluctuations in working capital were the primary factors causing
the increase in net cash provided by operations from fiscal 1999 to fiscal 2000.
Net cash provided by operating activities has historically been used by the
Company to fund a portion of its capital expenditures.

Capital expenditures, excluding acquisitions, were $66.2 million during the
year ended October 31, 2000 and $58.4 million during fiscal 1999. The capital
expenditures made during 2000 were primarily for expansions of existing
facilities of approximately $46.1 million, as well as sustaining capital
expenditures of approximately $20.1 million.

The Company's total capital budget for fiscal 2001 amounts to approximately
$34.0 million. The capital expenditures in fiscal 2001 are anticipated to be
primarily for facility expansions and additions, which are being made to support
expected increases in existing business, anticipated new business and to enhance
productivity.

On August 11, 2000, the Company entered into a new credit agreement with
The Chase Manhattan Bank as administrative agent for a group of lenders, which
replaced the KeyBank Agreement with KeyBank NA as agent for a group of lenders.
The Company now has a $300.0 million commitment under the credit agreement,
which expires in August 2005. All amounts outstanding under the KeyBank
Agreement were refinanced and all existing obligations under the KeyBank
Agreement were terminated. As a result of the refinancing, the Company
capitalized deferred financing costs of $1.5 million associated with the new
Chase Manhattan credit agreement in the fourth quarter of fiscal 2000, which is
being amortized over the term of the debt.

Under the new credit agreement, the Company has the option to select the
applicable interest rate at the alternative base rate ("ABR"), as defined in the
new credit agreement to be the greater of the prime rate in effect on such day
and the federal funds effective rate in effect on such day plus half of 1%, or
the LIBOR rate plus a factor determined by a pricing matrix (ranging from 0.5%
to 1.5% for the ABR and ranging from 1.5% to 2.5% for the LIBOR rate) based on
funded debt to earnings before interest, taxes, depreciation and amortization.
As of October 31, 2000, the factor as determined by the pricing matrix was 2.0%.
The terms of the new credit agreement also require an annual commitment fee
based on the amount of unused commitments under the new credit agreement and a
factor determined by a pricing matrix (ranging from 0.25% to 0.5%) based on
funded debt to earnings before interest, taxes, depreciation and amortization.
The new credit agreement also provides for the incurrence of debt under standby
letters of credit and for the advancement of funds under a discretionary line of
credit. The maximum amount of debt that may be incurred under each of these
sources of funds is $15.0 million. As of October 31, 2000, $242.1 million was
outstanding under the credit agreement.

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17

The new credit agreement is collateralized by an interest in all of the
Company's and its wholly owned domestic subsidiaries' cash and cash accounts,
accounts receivable, inventory, mortgages on certain owned real property and
equipment, excluding fixtures and general intangibles such as patents,
trademarks and copyrights.

The credit agreement includes, without limitation, covenants involving
minimum interest coverage, minimum tangible net worth coverage and a minimum
leverage ratio. In addition, the new credit agreement limits the incurrence of
additional indebtedness, capital expenditures, investments, dividends,
transactions with affiliates, asset sales, leaseback transactions, acquisitions,
prepayments of other debt, hedging agreements and liens and encumbrances and
certain transactions resulting in a change of control.

On January 22, 2001, the Company's wholly-owned subsidiary, MTD Automotive,
executed a note in the aggregate principal amount of approximately $4.0 million
in favor of MTD Products Inc as partial payment of the additional consideration
owed to MTD Products based on the performance of MTD Automotive for the first
twelve months subsequent to consummation of such acquisition. Specifically,
aggregate consideration increased in that the 535,714 contingently returnable
shares of Common Stock were not required to be returned to the Company, the
Company issued MTD Products an additional 288,960 shares of Common Stock and the
note was issued to MTD Products Inc. The note is payable in full on November 1,
2001. Interest on such note is at a rate of 8.620% per annum. The Company is
guarantor of such note. These adjustments were reflected in the Company's
financial statements for the year ended October 31, 2000 as adjustments to the
purchase price.

In addition, in January 2001, due to certain purchase price adjustments
made pursuant to the Asset Purchase Agreement, dated July 18, 2000, by and
between the Company and A.G. Simpson (Tennessee) Inc., approximately $4.5
million was released from escrow and returned to the Company. For accounting
purposes, these adjustments were reflected in the Company's financial statements
for the year ended October 31, 2000.

The Company executed a demand promissory note as of December 6, 1996 in
favor of The Richland Bank in the aggregate principal amount of $4.0 million.
Interest accrues on the outstanding principal balance under that facility at
LIBOR plus 0.75%.

In March 1995, Medina County, Ohio issued on the Company's behalf an
aggregate of $5.4 million in principal amount of variable rate industrial
revenue bonds due 2010, all of which was outstanding as of October 31, 1999.
These bonds are secured by a letter of credit. The funds from these bonds were
used to finance a portion of the expansion at the steel pickling operations in
Valley City, Ohio.

The Company intends to dispose of the assets of Canton Tool and Die and
Valley City Steel and certain of the assets of C & H. The Company expects to
complete the sale of these assets during fiscal 2001. As of the date hereof, no
definitive agreement with respect to any such transaction has been entered into.
In addition, the Company from time to time is involved in various stages of
discussion or negotiation regarding other acquisitions, dispositions and other
such transactions and strategic alternatives. There is no assurance that any
such sale or strategic or other alternative will be consummated.

EFFECT OF INFLATION

Inflation generally affects the Company by increasing the interest expense
of floating rate indebtedness and by increasing the cost of labor, equipment and
raw materials. The general level of inflation has not had a material effect on
the Company's financial results.

OUTLOOK

The statements contained in this Annual Report of Form 10-K that are not
historical facts are forward-looking statements. These forward-looking
statements are subject to certain risks and uncertainties with respect to the
Company's operations in fiscal 2000 as well as over the long term such as,
without limitation, (i) the Company's dependence on the automotive and light
truck and heavy truck industries, which are highly cyclical, the dependence of
the automotive and light truck industry on consumer spending, which is subject
to the impact of domestic and international economic conditions and regulations
and policies regarding international trade, (ii) the ability of the Company to
accomplish its strategic objectives with respect to external expansion through
selective acquisitions and internal expansion, (iii) increases in the price of,
or limitations on the availability of
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18

steel, the Company's primary raw material or decreases in the price of scrap
steel (iv) risks associated with integrating operations of acquired companies,
including the acquisition of the MTD Automotive division and Dickson
Manufacturing, (v) potential disruptions or inefficiencies in operations due to
or during facility expansions or start-up facilities, (vi) risks related to
conducting operations in a foreign country, (vii) risks related to labor
relations, labor expenses or work stoppages involving the Company, its customers
or suppliers or (viii) changes in the estimated sale prices of assets held for
sale. Any or all of these risks and uncertainties could cause actual results to
differ materially from those reflected in the forward-looking statements. These
forward-looking statements reflect management's analysis only as of the date of
the filing of this Annual Report on Form 10-K. The Company undertakes no
obligation to publicly revise these forward-looking statements to reflect events
or circumstances that arise after the date hereof. In addition to the disclosure
contained herein, readers should carefully review risks and uncertainties
contained in other documents the Company files from time to time with the
Securities and Exchange Commission.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's major market risk exposure is primarily due to possible
fluctuations in interest rates as they relate to its variable rate debt. The
Company does not enter into derivative financial investments for trading or
speculation purposes. As a result, the Company believes that its market risk
exposure is not material to the Company's financial position, liquidity or
results of operations.

18
19

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

PAGE
----

Report of Independent Accountants........................... 20

Consolidated Balance Sheets at October 31, 2000 and 1999.... 21

Consolidated Statements of Operations for three years ended
October 31, 2000.......................................... 22

Consolidated Statements of Cash Flows for the three years
ended October 31, 2000.................................... 23

Consolidated Statements of Stockholders' Equity for the
three years ended October 31, 2000........................ 24

Notes to Consolidated Financial Statements.................. 25

Financial Statement Schedule for the three years ended October 31, 2000 is
included in Item 14 of this Annual Report of Form 10-K.

II -- Valuation and Qualifying Accounts and Reserves

All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.

19
20

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Shiloh Industries, Inc.

In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of Shiloh Industries, Inc. and its subsidiaries at October 31, 2000 and
1999 and the results of their operations and their cash flows for each of the
three years in the period ended October 31, 2000 in conformity with accounting
principles generally accepted in the United States of America. In addition, in
our opinion, the financial statement schedule listed in the accompanying index
presents fairly, in all material respects, the information set forth therein
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 audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
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 audits provide a
reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Cleveland, Ohio
December 15, 2000

20
21

SHILOH INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

OCTOBER 31,
----------------------------
2000 1999
------------ ------------

ASSETS:
Cash and cash equivalents................................... $ 1,172,597 $ 1,575,804
Accounts receivable, net.................................... 127,572,671 79,670,183
Income tax receivable....................................... 1,339,913 --
Inventories, net............................................ 69,006,444 47,118,809
Net assets held for sale.................................... 32,705,765 --
Deferred income taxes....................................... 13,491,640 1,580,889
Prepaid expenses............................................ 5,039,467 5,758,354
------------ ------------
Total current assets.............................. 250,328,497 135,704,039
------------ ------------
Property, plant and equipment, net.......................... 308,315,249 269,626,549
Goodwill, net............................................... 3,793,616 11,647,496
Other assets................................................ 10,447,412 8,741,554
------------ ------------
Total assets...................................... $572,884,774 $425,719,638
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable............................................ $ 89,615,428 $ 38,677,150
Accrued income taxes........................................ -- 1,293,522
Advanced billings........................................... 580,758 225,289
Other accrued expenses...................................... 21,375,324 10,195,880
------------ ------------
Total current liabilities......................... 111,571,510 50,391,841
------------ ------------
Long-term debt.............................................. 251,545,392 171,450,000
Deferred income taxes....................................... 22,883,801 22,308,668
Long-term benefit liabilities............................... 6,296,336 2,991,120
Other liabilities........................................... 814,568 449,676
------------ ------------
Total liabilities................................. 393,111,607 247,591,305
------------ ------------
Stockholders' equity:
Preferred stock, $.01 per share; 5,000,000 shares
authorized and unissued................................ -- --
Common stock, par value $.01 per share; 25,000,000 shares
authorized; 14,798,094 and 13,080,563 shares issued and
outstanding at October 31, 2000 and 1999,
respectively........................................... 147,980 130,805
Paid-in capital........................................... 53,924,048 39,399,805
Retained earnings......................................... 126,042,682 138,597,723
Other comprehensive income (loss)......................... (341,543) --
------------ ------------
Total stockholders' equity........................ 179,773,167 178,128,333
------------ ------------
Total liabilities and stockholders' equity........ $572,884,774 $425,719,638
============ ============

The accompanying notes are an integral part of these financial statements.
21
22

SHILOH INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

YEAR ENDED OCTOBER 31,
--------------------------------------------
2000 1999 1998
------------ ------------ ------------

Revenues........................................ $630,761,934 $354,219,562 $299,350,361
Cost of sales................................... 548,058,809 291,264,912 242,499,691
------------ ------------ ------------
Gross profit.................................... 82,703,125 62,954,650 56,850,670
Selling, general and administrative expenses.... 55,698,948 31,441,216 26,832,133
Asset impairment charge......................... 33,042,935 -- --
Restructuring charge............................ 1,229,932 -- --
------------ ------------ ------------
Operating income (loss)......................... (7,268,690) 31,513,434 30,018,537
Interest expense................................ 15,406,999 7,488,570 5,303,218
Interest income................................. 94,228 109,331 173,898
Minority interest............................... -- 473,975 341,638
Other income (expense), net..................... 1,535,679 65,682 (16,086)
------------ ------------ ------------
Income (loss) before taxes...................... (21,045,782) 24,673,852 25,214,769
Provision (benefit) for income taxes............ (8,490,741) 9,363,315 9,672,938
------------ ------------ ------------
Net income (loss)..................... $(12,555,041) $ 15,310,537 $ 15,541,831
============ ============ ============
Basic earnings per share:
Net income (loss)..................... $ (.88) $ 1.17 $ 1.19
============ ============ ============
Weighted average number of common shares........ 14,290,105 13,080,563 13,060,794
============ ============ ============
Diluted earnings per share:
Net income (loss)..................... $ (.88) $ 1.17 $ 1.19
============ ============ ============
Weighted average number of common shares........ 14,290,105 13,085,283 13,103,144
============ ============ ============

The accompanying notes are an integral part of these financial statements.
22
23

SHILOH INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED OCTOBER 31,
------------------------------------------
2000 1999 1998
------------ ----------- -----------

Cash Flows from Operating Activities:
Net income (loss)............................... $(12,555,041) $15,310,537 $15,541,831
Adjustment to reconcile net income (loss) from
continuing operations to net cash provided by
operating activities:
Depreciation and amortization................ 23,819,306 18,303,985 15,270,408
Asset impairment............................. 33,042,935 -- --
Noncash restructuring........................ 969,897 -- --
Minority interest............................ -- (473,975) (341,638)
Deferred income taxes........................ (11,117,255) 7,455,296 4,335,709
(Gain) on sale of assets..................... (1,554,620) (60,059) (46,074)
Changes in operating assets and liabilities, net
of working capital changes resulting from
acquisitions:
Accounts receivable.......................... (17,199,635) (32,867,804) 3,348,720
Inventories.................................. (3,462,785) (2,334,862) (13,635,587)
Prepaids and other assets.................... 7,085,956 (5,097,082) 350,877
Payables and other liabilities............... 45,690,196 12,855,914 4,299,695
Accrued income taxes......................... (2,633,435) 273,318 (896,129)
------------ ----------- -----------
Net cash provided by operating
activities............................ 62,085,519 13,365,268 28,227,812
------------ ----------- -----------
Cash Flows from Investing Activities:
Capital expenditures......................... (66,190,565) (58,416,797) (67,967,994)
Proceeds from sale of assets................. 1,785,532 11,452,211 69,400
Acquisitions, net of cash.................... (72,634,232) -- --
------------ ----------- -----------
Net cash used in investing activities... (137,039,265) (46,964,586) (67,898,594)
------------ ----------- -----------
Cash Flows from Financing Activities:
Proceeds from short-term borrowings.......... -- 63,808,000 (3,000,000)
Repayments of short-term borrowings.......... -- (37,713,000) 42,465,000
Proceeds from long-term borrowings........... 352,350,000 30,458,000 --
Repayments of long-term borrowings........... (276,300,000) (20,968,000) --
Payment of debt financing costs.............. (1,499,461) (1,052,601) --
Issuance of common stock..................... -- -- 656,817
------------ ----------- -----------
Net cash provided by financing activities....... 74,550,539 34,532,399 40,121,817
------------ ----------- -----------
Net increase (decrease) in cash and cash
equivalents.................................. (403,207) 933,081 451,035
Cash and cash equivalents at beginning of
year......................................... 1,575,804 642,723 191,688
------------ ----------- -----------
Cash and cash equivalents at end of year........ $ 1,172,597 $ 1,575,804 $ 642,723
============ =========== ===========

The accompanying notes are an integral part of these financial statements.
23
24

SHILOH INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

ACCUMULATED
COMMON COMMON ADDITIONAL OTHER OTHER
STOCK STOCK PAID-IN RETAINED COMPREHENSIVE COMPREHENSIVE
SHARES ($.01 PAR VALUE) CAPITAL EARNINGS INCOME (LOSS) TOTAL INCOME (LOSS)
---------- ---------------- ----------- ------------ ------------- ------------ -------------

October 31, 1997..... 13,038,763 $130,387 $38,743,406 $107,745,355 $ -- $146,619,148
Issuance of common
shares............. 41,800 418 656,399 -- -- 656,817
Net income........... -- -- -- 15,541,831 -- 15,541,831
---------- -------- ----------- ------------ --------- ------------
October 31, 1998..... 13,080,563 130,805 39,399,805 123,287,186 -- 162,817,796
Net income........... -- -- -- 15,310,537 -- 15,310,537
---------- -------- ----------- ------------ --------- ------------
October 31, 1999..... 13,080,563 130,805 39,399,805 138,597,723 -- 178,128,333
Issuance of common
shares............. 1,717,531 17,175 14,524,243 -- -- 14,541,418
Net loss............. -- -- -- (12,555,041) -- (12,555,041) $(12,555,041)
Minimum pension
liability, net of
tax of $218,363.... -- -- -- -- (341,543) (341,543) (341,543)
------------
Comprehensive income
(loss)............. -- -- -- -- -- -- $(12,896,584)
---------- -------- ----------- ------------ --------- ------------ ============
October 31, 2000..... 14,798,094 $147,980 $53,924,048 $126,042,682 $(341,543) $179,773,167
========== ======== =========== ============ ========= ============

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

24
25

SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- BUSINESS

Shiloh Industries, Inc. (the "Company") is a full service manufacturer of
blanks and stamped components for the automotive and light truck, heavy truck
and other industrial markets.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and all wholly-owned and majority-owned subsidiaries. All significant
intercompany transactions have been eliminated.

REVENUE RECOGNITION

The Company recognizes revenue upon product shipment. Revenues include both
direct sales as well as toll processing revenue. Toll processing revenue is
generated as a result of the Company performing steel processing operations
without acquiring ownership of the material. Revenues include $103,937,259,
$97,937,323 and $88,792,119 of toll processing revenue for 2000, 1999 and 1998,
respectively.

EMPLOYEE BENEFIT PLANS

The Company accrues the cost of defined benefit pension plans which cover a
majority of the Company's employees in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 87. The plans are funded based on the
requirements and limitations of the Employee Retirement Income Security Act of
1974. The majority of employees of the Company participate in discretionary
profit sharing plans administered by the Company. The Company also provides
postretirement benefits to certain employees (Note 11).

GOODWILL

Goodwill represents the excess of cost over the fair value of net assets of
acquired entities and is amortized on a straight-line basis over its expected
benefit period of 30 years. During 2000, 1999 and 1998, goodwill amortization
amounted to $396,803, $408,558 and $408,558, respectively. Accumulated
amortization was $1,589,464 and $1,192,661 for October 31, 2000 and 1999,
respectively.

The Company uses an undiscounted cash flow method to review the
recoverability of the carrying value of goodwill and other long-lived assets.

STATEMENT OF CASH FLOWS INFORMATION

Cash and cash equivalents include checking accounts and all highly liquid
investments with an original maturity of three months or less. Cash equivalents
are stated at cost, which approximates market value.

25
26
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Supplemental disclosures of cash flow information for the years ended
October 31 are as follows:

2000 1999 1998
----------- ---------- ----------

CASH PAID DURING THE YEAR FOR:
Interest.................................... $17,223,100 $9,843,836 $7,322,471
Income taxes, net of refunds................ 5,259,947 1,606,386 6,372,737
NONCASH INVESTING AND FINANCING ACTIVITIES:
Assets acquired by assumption of liabilities
in a purchase business combination....... $26,675,532 $ -- $ --
Note payable issued in a purchase business
combination.............................. 4,045,392 -- --
Accounts receivable from purchase business
combinations............................. 6,298,772 -- --
Common stock issued in a purchase business
combination.............................. 14,541,419 -- --

INVENTORIES

Inventories are valued at the lower of cost or market, cost being
determined primarily by the last-in, first-out ("LIFO") method and the balance
determined by the first-in, first-out ("FIFO") method, which approximates
average cost.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost. Expenditures for
maintenance, repairs and renewals are charged to expense as incurred, whereas
major improvements are capitalized. The cost of these improvements is
depreciated over their estimated useful lives. Useful lives range from five to
twelve years for furniture and fixtures and machinery and equipment, fifteen to
twenty years for land improvements and thirty to forty years for buildings and
their related improvements. Depreciation is computed using principally the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.

INCOME TAXES

The Company utilizes the asset and liability method in accounting for
income taxes which requires the recognition of deferred tax liabilities and
assets for the expected future tax consequences of temporary differences between
the carrying amount and tax basis of assets and liabilities.

CONCENTRATION OF RISK

The Company sells products to customers primarily in the automotive, light
truck and heavy truck industries. The Company performs on-going credit
evaluations of its customers and generally does not require collateral when
extending credit. The Company maintains a reserve for potential credit losses.
Currently, the Company does not have financial instruments with off-balance
sheet risk. During fiscal 2000, the Company's sales to General Motors and Ford
Motor Company represented 19.1% and 18.2% of the Company's revenues,
respectively.

As of December 31, 2000, the Company had approximately 3,600 employees. The
employees at five of its subsidiaries, an aggregate of approximately 1,465
employees, are covered by six collective bargaining agreements that are due to
expire in June 2001, August 2001, May 2002, June 2002, May 2004 and January
2005.

26
27
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash and investments, trade receivables and payables
approximates fair value because of the short maturity of those instruments. The
carrying value of the Company's long-term debt is considered to approximate the
fair value of these instruments based on the borrowing rates currently available
to the Company for loans with similar terms and maturities.

ACCOUNTING ESTIMATES

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

STOCK-BASED COMPENSATION

The Company applies Accounting Principles Board Opinion No. 25 in
accounting for stock-based employee compensation; however, the impact of the
fair value based method described in SFAS No. 123, "Accounting for Stock-Based
Compensation" is presented in the notes to the financial statements (Note 12).

EARNINGS PER SHARE

Basic earnings per share are computed by dividing net income by the
weighted average number of common shares outstanding during the period. Diluted
earnings per share reflects the potential dilutive effect of the Company's stock
option plan by adjusting the denominator using the treasury stock method.

The outstanding stock options under the Company's Key Employee Stock
Incentive Plan (Note 12) are included in the diluted earnings per share
calculation to the extent they are dilutive. The only reconciling item between
the average outstanding shares in each calculation is the stock options
outstanding. The following is a reconciliation of the numerator and denominator
of the basic and diluted earnings per share computation for net income.

2000 1999 1998
------------ ----------- -----------

Net income (loss).......................... $(12,555,041) $15,310,537 $15,541,831
============ =========== ===========
Basic weighted average shares.............. 14,290,105 13,080,563 13,060,794
Effect of dilutive securities:
Stock options............................ -- 4,720 42,350
------------ ----------- -----------
Diluted weighted average shares............ 14,290,105 13,085,283 13,103,144
============ =========== ===========
Basic earnings per share................... $ (.88) $ 1.17 $ 1.19
============ =========== ===========
Diluted earnings per share................. $ (.88) $ 1.17 $ 1.19
============ =========== ===========

The 535,714 contingently returnable shares of Common Stock of the Company
and the 288,960 additional shares of Common Stock of the Company associated with
the MTDA acquisition were not included in quarterly weighted average shares when
the Company published its quarterly reports on Form 10-Q during fiscal 2000
since the earn-out contingency had not been resolved as of such time. Since the
contingency was resolved by the end of fiscal 2000, such shares are included in
basic and diluted weighted average shares from the beginning of the quarter in
which they were earned for the twelve months ended October 31, 2000. Weighted
average shares and earnings per share for each quarterly period presented in
Note 15 were revised to reflect shares earned during

27
28
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the respective period based on the contingency resolution. The 288,960
additional shares were issued in January 2001 and are considered issued and
outstanding for financial reporting purposes at October 31, 2000.

NEW ACCOUNTING STANDARDS

In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS No. 133") was issued effective for all fiscal
quarters of fiscal years beginning after June 15, 1999. This Statement
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. In June 1999, the FASB issued SFAS No. 137 "Accounting For
Derivative Instruments and Hedging Activities-Deferral of the Effective Date of
FASB Statement No. 133." This delays the effective date of SFAS No. 133 until
fiscal years beginning after June 15, 2000. The Company is currently evaluating
the impact, if any, of SFAS No. 133, but does not expect adoption to materially
affect its financial position, results of operations or financial statement
disclosures.

The Accounting Standards Executive Committee Statement of Position 98-5,
"Accounting for the Costs of Start-up Activities" ("SOP 98-5"), issued in April
1998 and effective for fiscal years beginning after December 15, 1998 with
earlier application permitted, provides guidance on financial reporting of start
up costs and organization costs. The adoption of SOP 98-5 in fiscal 2000 did not
have a material effect on the Company's financial statements.

In December 1999, the Commission issued Staff Accounting Bulletin ("SAB")
101, Revenue Recognition in Financial Statements, which provides guidance
related to revenue recognition based on interpretations and practices
promulgated by the Commission. SAB 101, as amended, is effective for the fourth
fiscal quarter of 2001. The Company is currently determining the effect, if any,
it will have on its financial statements.

NOTE 3 -- ACQUISITIONS

On August 29, 2000 the Company acquired substantially all of the assets and
assumed certain liabilities of A.G. Simpson (Tennessee) Inc. for approximately
$49,222,546 consisting of $47,932,625 in cash and $1,289,921 in acquisition
costs. In January 2001, certain purchase price adjustments were made pursuant to
the terms of the Purchase Agreement in which $4,478,659 was released from escrow
and returned to the Company. For accounting purposes, these adjustments were
reflected in the Company's financial statements for the year ended October 31,
2000. Accounts receivable at October 31, 2000 include $4,478,659 related to
these adjustments. The acquisition was accounted for using the purchase method
of accounting. A.G. Simpson (Tennessee) Inc.'s assets and liabilities were
recorded at their fair values as of the date of the acquisition. The final
purchase price allocation is subject to refinement upon completion of a review
of property, plant and equipment, intangibles, and certain accrued liabilities.
The total cost of net assets acquired was $44,743,887 and consisted of assets of
$57,176,137 less liabilities assumed of $12,432,250. Assets acquired (at fair
value) consisted primarily of accounts receivable of $12,396,976, inventories of
$2,096,765, costs in excess of billings on uncompleted contracts of $3,176,462,
prepaid expenses of $17,574, and fixed assets of $39,488,360. Liabilities
assumed (at fair value) consisted primarily of accounts payable of $9,992,882,
accrued liabilities of $1,946,667 and billings in excess of costs on uncompleted
contracts of $492,701. The Consolidated Statement of Operations includes the
results of operations of A.G. Simpson (Tennessee) Inc. since the date of the
acquisition.

On November 1, 1999, the Company acquired MTD Automotive ("MTDA"), the
automotive division of MTD Products Inc, a significant stockholder of the
Company. The acquisition was accounted for using the purchase method of
accounting. MTDA is a manufacturer of stamped parts and components for the
automotive industry, and sells primarily to original equipment manufacturers in
the United States. MTDA net sales were $192,850,382 in its fiscal year ended
July 31, 1999.

28
29
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Pursuant to the terms of the purchase agreement, the Company acquired
substantially all of the assets of MTDA for aggregate consideration of
$20,000,000 in cash and 1,428,571 shares of Common Stock of the Company at a
price of $14.00 per share. Of the original 1,428,571 shares of Common Stock
issued, 535,714 shares were considered contingent consideration for the first
three quarters of fiscal 2000 and did not enter into the purchase price
allocation until the fourth quarter of fiscal 2000, when the contingency was
resolved. The aggregate consideration was subsequently increased in that the
535,714 contingently returnable shares of Common Stock were not required to be
returned to the Company and the Company issued an additional 288,960 shares of
Common Stock and a wholly owned subsidiary of the Company issued a note to MTD
Products Inc in the aggregate principal amount of $4,045,392. In addition, the
purchase price decreased by $1,820,113 for settlement of certain price
concessions and capital expenditure reimbursements. These adjustments were
reflected in the Company's financial statements for the year ended October 31,
2000 as adjustments to the purchase price. The Company is guarantor of the note.
The note is payable in full on November 1, 2001. The 288,960 additional shares
were issued in January 2001 and are considered issued and outstanding for
financial reporting purposes at October 31, 2000.

The Company incurred an aggregate of $1,591,573 in acquisition costs
associated with the acquisition. Cash in the amount of $20,000,000 was paid on
the effective date of the acquisition and was financed by the Company's
revolving credit facility and 1,428,571 shares of common stock were issued on
the same date. The initial purchase price was calculated based on $20,000,000
cash paid at closing and 892,857 shares of Common Stock valued at $9,642,856,
based on the market price at the date of the acquisition. The final purchase
price was increased by $4,045,392 in cash and 824,674 shares of Common Stock
valued at $4,898,563 based on the market price at October 31, 2000, the time the
performance contingency was resolved, and decreased by $1,820,113 for settlement
of certain price concessions and capital expenditure reimbursements, which is
included in accounts receivable at October 31, 2000.

The purchase price was allocated to the underlying assets and liabilities
based upon their estimated fair values at the date of the acquisition. The total
cost of net assets acquired was $38,358,271 and consisted of assets of
$52,601,553 less liabilities assumed of $14,243,282. Assets acquired, (at fair
value) consisted of accounts receivable of $19,366,134, inventory of $24,196,338
pension assets of $4,465,799, fixed assets of $4,452,598 and other assets of
$120,684. Liabilities assumed (at fair value) consisted of accounts payable of
$11,307,031 and accrued liabilities of $2,936,251. The Company is in the process
of finalizing the purchase price allocation. The final purchase price allocation
is subject to refinement upon completion of a review of property, plant and
equipment, intangibles, and certain accrued liabilities. In addition, under the
terms of the Purchase Agreement, the purchase price may be adjusted at the end
of fiscal 2001 and fiscal 2002 upon resolution of additional contingencies set
forth in such Purchase Agreement. The Consolidated Statement of Operations
includes the results of operations of MTDA since the date of the acquisition.

The following are unaudited pro forma results of operations for the years
ended October 31, 2000 and 1999 assuming the acquisitions of A.G. Simpson
(Tennessee) Inc. had occurred on November 1, 1998 and 1999 and MTD Automotive
had occurred on November 1, 1998. The results are not necessarily indicative of
future operations or what would have occurred had the acquisitions been
consummated on the respective dates.

UNAUDITED PRO FORMA
INFORMATION
YEARS ENDED OCTOBER 31,
------------------------
2000 1999
---------- ----------

Total revenues.............................................. $675,234 $597,160
Net income (loss)........................................... (9,934) 20,843
Diluted earnings (loss) per common share.................... (.70) 1.59

29
30
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4 -- RESTRUCTURING AND ASSET IMPAIRMENT CHARGES

In July 2000, the Company announced that it would seek strategic
alternatives for two of its tool and die facilities, Utica Tool & Die and Canton
Tool & Die, and one of the its steel processing facilities, Valley City Steel.

In October 2000 the Company closed Utica Tool & Die ("UTD"). During the
fourth quarter ended October 31, 2000 the Company recorded a pre-tax asset
impairment charge of $6,539,430 to write-down certain UTD long-lived assets to
be disposed of to the Company's estimated fair value. Fair value was primarily
based on appraisal values. Actual results could differ significantly from such
estimates. Certain assets were transferred to other divisions of the Company (at
net book value) to be used in ongoing operations and remaining impaired assets
are in the process of being sold or disposed. In addition, during the fourth
quarter ended October 31, 2000 the Company recorded a pre-tax restructuring
charge of $1,229,932 associated with the closure of UTD. The restructuring
charge consisted of lease termination costs $802,237, facility closing costs
$136,000, personnel costs $48,002, and other costs $243,693. Approximately
$969,897 remains as accrued exit costs at October 31, 2000.

In October 2000 the Company committed to plans to sell Canton Tool & Die
and Valley City Steel. Accordingly, the Company has classified the net assets of
Canton Tool & Die and Valley City Steel as Assets Held for Sale. In accordance
with Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,"
the Company recorded an impairment charge associated with these facilities and
will not reflect depreciation expense against future operations. The resulting
pre-tax adjustment of $26,503,505 was recorded in the fourth quarter ended
October 31, 2000. The carrying values of the net assets were written down to the
Company's estimates of fair value. Fair value was based on current offers to
purchase these businesses, less costs to dispose. Actual results could differ
significantly from such estimates. At October 31, 2000 the net assets of Canton
Tool & Die and Valley City Steel have a remaining carrying amount of
approximately $32,705,765. The Company intends to operate these facilities while
pursuing alternatives for their sale. The Company expects to complete the sale
of these facilities by the end of fiscal 2001.

Together, these three facilities recorded net sales of $68.6 million, $81.8
million and $76.2 million and contributed net operating losses of $9.7 million,
$5.2 million and $7.2 million for the years ended October 31, 2000, 1999 and
1998, respectively, net of asset impairment and restructuring charges and
inter-company sales and expenses.

NOTE 5 -- ACCOUNTS RECEIVABLE

Accounts receivable in the consolidated balance sheet are expected to be
collected within one year and are net of provisions for doubtful accounts, in
the amount of $1,777,611 and $1,080,641 at October 31, 2000 and 1999,
respectively.

NOTE 6 -- INVENTORIES

OCTOBER 31, OCTOBER 31,
2000 1999
----------- -----------

Inventories consist of the following:
Raw materials........................................... $33,560,741 $22,565,387
Work-in-process......................................... 16,686,103 12,629,005
Finished goods.......................................... 17,486,713 11,449,478
----------- -----------
Total at average cost........................... 67,733,557 46,643,870
LIFO reserve............................................ 1,272,887 474,939
----------- -----------
Total........................................... $69,006,444 $47,118,809
=========== ===========

30
31
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Average cost inventory is net of reserves to reduce certain inventory from
cost to net realizable value. Such reserves aggregated $2,133,831 and $144,888
at October 31, 2000 and 1999, respectively. Of the total inventory at average
cost at October 31, 2000 and 1999, $24,550,163 and $28,923,588, respectively,
were valued using the LIFO method.

NOTE 7 -- OTHER ASSETS

OCTOBER 31, OCTOBER 31,
2000 1999
----------- -----------

Other assets consist of the following:
Cash surrender value of life insurance................... $ -- $3,462,978
Long-term pension assets................................. 6,370,125 2,699,581
Other.................................................... 4,077,287 2,578,995
----------- ----------
Total............................................ $10,447,412 $8,741,554
=========== ==========

In November 2000, the life insurance policy was surrendered in the amount
of its cash surrender value and is included in accounts receivable at October
31, 2000.

NOTE 8 -- PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

OCTOBER 31, OCTOBER 31,
2000 1999
------------ ------------

Land.................................................... $ 8,997,317 $ 9,436,412
Buildings and improvements.............................. 109,977,352 103,971,677
Machinery and equipment................................. 223,257,278 193,122,689
Furniture and fixtures.................................. 24,829,095 11,477,394
Construction in progress................................ 33,280,465 43,041,471
------------ ------------
Total, at cost................................ 400,341,507 361,049,643
Less: Accumulated depreciation.......................... 92,026,258 (91,423,094)
------------ ------------
Net property, plant and equipment....................... 308,315,249 $269,626,549
============ ============

Depreciation expense was $23,390,660, $17,838,676 and $14,861,850 for 2000,
1999 and 1998, respectively.

During the years ended October 31, 2000, 1999 and 1998, interest expense
incurred was $17,970,153, $10,019,015 and $7,535,211, respectively, of which
$2,563,154, $2,530,445 and $2,231,993 was capitalized as part of property, plant
and equipment, respectively.

The Company had commitments for capital expenditures of approximately $5.9
million at October 31, 2000.

31
32
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 9 -- FINANCING ARRANGEMENTS

Long-term debt consists of the following:

OCTOBER 31, OCTOBER 31,
2000 1999
------------ ------------

MTD Products Inc note -- interest at 8.62% at November
1, 2001 (Notes 3 and 14).............................. $ 4,045,392 $ --
Chase Manhattan Bank revolving credit loan -- interest
at 8.625% at October 31, 2000......................... 242,100,000 --
KeyBank revolving credit loan -- interest at 8.19% at
October 31, 1999...................................... -- 166,050,000
Variable rate industrial development bond,
collateralized by letter of credit, weighted average
interest rate at 4.52% payable on February 1, 2010.... 5,400,000 5,400,000
------------ ------------
$251,545,392 $171,450,000
============ ============

The weighted average interest rate was 8.26% for fiscal 2000, 8.19% for
fiscal 1999 and 5.85% for fiscal 1998.

On August 11, 2000 the Company entered into a new credit agreement with The
Chase Manhattan Bank as administrative agent for a group of lenders, which
replaced the KeyBank Agreement with KeyBank NA as agent for a group of lenders.
The Company now has a $300.0 million commitment under the credit agreement,
which expires in August 2005. All amounts outstanding under the KeyBank
Agreement were refinanced and all existing obligations under the KeyBank
Agreement were terminated. As a result of the refinancing the Company
capitalized deferred financing costs of $1.5 million associated with the new
Chase Manhattan credit agreement in the fourth quarter, which are being
amortized over the term of the debt.

Under the new credit agreement, the Company has the option to select the
applicable interest rate at the alternative base rate ("ABR"), as defined in the
new credit agreement to be the greater of the prime rate in effect on such day
and the federal funds effective rate in effect on such day plus half of 1%, or
the LIBOR rate plus a factor determined by a pricing matrix (ranging from 0.5%
to 1.5% for the ABR and ranging from 1.5% to 2.5% for the LIBOR rate) based on
funded debt to earnings before interest, taxes, depreciation and amortization.
As of October 31, 2000 the factor as determined by the pricing matrix was 2.0%.
The terms of the new credit agreement also require an annual commitment fee
based on the amount of unused commitments under the new credit agreement and a
factor determined by a pricing matrix (ranging from 0.25% to 0.5%) based on
funded debt to earnings before interest, taxes, depreciation and amortization.
The new credit agreement also provides for the incurrence of debt under standby
letters of credit and for the advancement of funds under a discretionary line of
credit. The maximum amount of debt that may be incurred under each of these
sources of funds is $15.0 million.

The new credit agreement is collateralized by an interest in all of the
Company's and its wholly owned domestic subsidiaries' cash and cash accounts,
accounts receivable, inventory, mortgages on certain owned real property,
equipment excluding fixtures and general intangibles such as patents, trademarks
and copyrights.

The credit agreement includes, without limitation, covenants involving
minimum interest coverage, minimum tangible net worth coverage and a minimum
leverage ratio. In addition, the new credit agreement limits the incurrence of
additional indebtedness, capital expenditures, investments, dividends,
transactions with affiliates, asset sales, leaseback transactions, acquisitions,
prepayments of other debt, hedging agreements and liens and encumbrances and
certain transactions resulting in a change of control.

32
33
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company executed a demand promissory note as of December 6, 1996 in
favor of The Richland Bank in the aggregate principal amount of $4.0 million.
Interest accrues on the outstanding principal balance under that facility at
LIBOR plus 0.75%

In March, 1995, Medina County, Ohio issued on the Company's behalf an
aggregate of $5.4 million in principal amount of variable rate industrial
revenue bonds due 2010, all of which were drawn upon as of October 31, 1996.
These bonds are secured by a letter of credit. The funds from these bonds were
used to finance a portion of the expansion at the steel pickling operations in
Valley City, Ohio.

Total availability at October 31, 2000 under the Company's Credit Agreement
and Line of Credit was $304,000,000, of which $51,100,000 was unused.

At October 31, 2000 the scheduled maturities of all long-term debt during
the next five years is as follows:

2001........................................................ $ --
2002........................................................ 4,045,392
2003........................................................ --
2004........................................................ --
2005........................................................ 242,100,000

NOTE 10 -- LEASES

The Company leases certain equipment under operating leases. Rent expense
under operating leases for 2000, 1999 and 1998 was $1,509,600, $1,869,524 and
$1,154,806, respectively. Future minimum lease payments under non-cancellable
operating leases for the next five years are as follows at October 31, 2000:

OPERATING
-----------

2001........................................................ $ 4,047,063
2002........................................................ 3,829,520
2003........................................................ 3,602,678
2004........................................................ 3,465,490
2005........................................................ 3,362,311

NOTE 11 -- EMPLOYEE BENEFIT PLANS

The Company maintains pension plans covering most employees. The assets of
the plans consist primarily of insurance and annuity contracts. The Company
provides postretirement health care benefits to certain employees

33
34
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(and their dependents) who retire early, but coverage generally continues only
until age 65. Components of the plan obligations and assets, and the recorded
liability at October 31, 2000 and 1999 are as follows:

PENSION BENEFITS OTHER POST RETIREMENT BENEFITS
---------------------------- ------------------------------
2000 1999 2000 1999
------------ ------------ ------------- -------------

Benefit obligation at
beginning of year......... $(23,459,081) $(11,818,613) $(1,958,560) $(2,476,343)
Service cost................ (2,178,985) (1,066,042) (77,371) (115,162)
Interest cost............... (2,077,961) (856,849) (122,516) (159,894)
Actuarial (gain) loss....... 2,024,474 65,335 462,828 765,241
Amendments.................. (5,123,854) -- -- (102,402)
Benefits paid............... 664,758 1,620,771 100,000 130,000
------------ ------------ ----------- -----------
Benefit obligation at end of
year...................... (30,150,649) (12,055,398) (1,595,619) (1,958,560)
Fair value of plan assets at
beginning................. 26,505,557 10,306,864 -- --
Actual return on plan
assets.................... (1,019,693) 515,727 -- --
Employer contribution....... 848,282 1,434,255 -- --
Benefits paid............... (664,758) (1,620,771) -- --
Fair value of plan assets at
end of year............... 25,669,388 10,636,075 -- --
------------ ------------ ----------- -----------
Funded status............... (4,481,261) (1,419,323) (1,595,619) (1,958,560)
Unrecognized:
Transition
obligation/(asset)..... 641,300 728,124 348,620 375,230
Prior service cost........ 5,543,673 869,982 96,011 102,402
Net loss/(gain)........... 2,099,540 744,006 (320,723) 129,808
------------ ------------ ----------- -----------
Prepaid (accrued) benefit
cost before adjustment
for minimum
liability.............. 3,803,252 922,789 (1,471,711) (1,351,120)
Adjustment to recognize
minimum liability...... (2,683,753) (1,010,129) -- --
------------ ------------ ----------- -----------
Prepaid (accrued) benefit
cost................... $ 1,119,499 $ (87,340) $(1,471,711) $(1,351,120)
============ ============ =========== ===========

The components of net periodic benefit cost for the years ended October 31
are as follows:

OTHER POST RETIREMENT
PENSION BENEFITS BENEFITS
------------------------ ----------------------
2000 1999 2000 1999
---------- ---------- --------- ---------

Service cost......................... $2,178,985 $1,066,042 $ 77,371 $115,162
Interest cost........................ 2,077,961 856,849 122,516 159,894
Expected return on plan assets....... (2,360,315) (824,549) -- --
Net amortization and deferrals....... 536,987 143,412 20,704 55,245
---------- ---------- -------- --------
Net periodic benefit cost............ $2,433,618 $1,241,754 $220,591 $330,301
========== ========== ======== ========

The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the pension plan with accumulated benefit obligations
in excess of plan assets were $13,044,446, $12,711,612, and $9,921,040
respectively as of October 31, 2000 and $3,113,087, $3,113,087, and $2,617,138
respectively as of October 31, 1999.

34
35
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Actuarial assumptions used in the calculation of the recorded liabilities
are as follows:

WEIGHTED-AVERAGE ASSUMPTIONS AS OF OCTOBER 31 2000 1999 2000 1999
--------------------------------------------- ---- ---- ---- ----

Discount rate........................................... 8.00% 7.75% 8.00% 7.75%
Expected return on plan assets.......................... 9.50% 8.00% -- --
Rate of compensation increase........................... 4.50% 4.50% -- --
Projected healthcare cost trend rate.................... -- -- 7.00% 7.00%

Assumed healthcare cost trend rates have a significant effect on the
amounts reported for the healthcare plan. A one-percentage point charge in
assumed healthcare cost trend rates would have the following effects at October
31, 2000:

ONE-PERCENTAGE ONE-PERCENTAGE
POINT INCREASE POINT DECREASE
-------------- --------------

Effect on total of service and interest cost
components............................................ $ 256,878 $ 155,334
Effect on post retirement obligation.................... $1,964,207 $1,300,429

In addition to the defined benefit plans described above, the Company
recorded expense of $1,420,529, $1,473,566 and $1,440,520 during fiscal 2000,
1999 and 1998, respectively, for its defined contribution plans.

During 1997, the Company initiated a Supplemental Executive Retirement Plan
("SERP") for key employees of the Company. The Company has agreed to pay each
covered employee a certain sum annually for ten (10) years upon retirement or,
in the event of death, to their designated beneficiary. A benefit is also paid
if the employee terminates employment (other than by discharge for cause).
Compensation expense relating to this plan was $283,933, $285,593 and $216,028
in fiscal 2000, 1999 and 1998, respectively. The benefits accrued under this
plan were $1,053,705 at October 31, 2000.

NOTE 12 -- STOCK AND BONUS PLANS

1993 KEY EMPLOYEE STOCK INCENTIVE PLAN

The Company maintains a Key Employee Stock Incentive Program (the
"Incentive Plan"), which authorizes grants to officers and other key employees
of the Company and its subsidiaries of (i) stock options that are intended to
qualify as "incentive stock options", (ii) nonqualified stock options and (iii)
restricted stock awards. An aggregate of 1,200,000 shares of common stock,
subject to adjustment upon occurrence of certain events to prevent dilution or
expansion of the rights of participants that might otherwise result from the
occurrence of such events, has been reserved for issuance upon the exercise of
stock options.

35
36
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Only non-qualified stock options have been granted to date and all options
have been granted at market price at the date of grant. Options expire over a
period not to exceed ten years from the date of grant. Options granted in 1998,
1999 and 2000 are exercisable over five years. A summary of option activity
under the plan follows:

NUMBER OF WEIGHTED
SHARES UNDER AVERAGE OPTION
OPTION PRICE
------------ --------------

Outstanding at October 31, 1997.......................... 221,800 $ 14.91
Granted................................................ 138,500 $18.625
Exercised.............................................. (41,800) $ 12.72
Canceled............................................... (4,000) $18.625
--------
Outstanding at October 31, 1998.......................... 314,500 $ 16.78
Granted................................................ 243,500 $13.327
Exercised.............................................. -- $ --
Canceled............................................... (29,400) $ 15.91
--------
Outstanding at October 31, 1999.......................... 528,600 $15.305
Granted................................................ 221,800 $ 9.50
Exercised.............................................. -- $ --
Canceled............................................... (325,000) $ 15.03
--------
Outstanding at October 31, 2000.......................... 425,400 $ 12.41
========

Exercise prices for options outstanding as of October 31, 2000 ranged from
$9.50 to $18.625, with 81% of options outstanding having exercise prices in the
range of $9.50 to $13.50 per share.

In accordance with the provisions of SFAS No. 123 "Accounting for
Stock-Based Compensation," ("SFAS 123") the Company has elected to continue
applying the intrinsic value approach under the Accounting Principles Board
Opinion No. 25 in accounting for its stock-based compensation plans.
Accordingly, the Company does not recognize compensation expense for stock
options when the stock price at the grant date is equal to or greater than the
fair market value of the stock at that date.

SFAS 123 requires pro forma information on net income and earnings per
share as if the fair value method for valuing stocks options, as prescribed by
SFAS 123, had been applied. The Company's pro forma information follows:

2000 1999
-------- -------

Net income (loss)........................................... ($13,214) $14,384
Earnings per share:
Basic..................................................... $ (.92) $ 1.10
Diluted................................................... $ (.92) $ 1.10

The fair value of these options was estimated at the date of grant using
the Black-Sholes option-pricing model with the following weighted average
assumptions for 2000 and 1999:

2000 2001
----- -----

Risk-free interest.......................................... 6.00% 6.10%
Dividend yield.............................................. 0.00% 0.00%
Volatility factor -- market................................. 30.10% 26.00%
Expected life of options -- years........................... 4.0 4.0

36
37
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

EXECUTIVE INCENTIVE BONUS PLAN

In 1996, the Company replaced the Executive Bonus Plan with the Short-Term
Incentive Plan (the "Bonus Plan") which provides annual incentive bonuses to its
eligible employees. The Bonus Plan provides for an aggregate annual bonus pool
(the "Aggregate Amount") equal to 5% of the Company's operating earnings.
Incentives up to the Aggregate Amount may be paid to the individual
participants, in the case of the Chief Executive Officer, by the Board of
Directors upon recommendation by the Compensation Committee and the Board of
Directors. In determining the individual incentives, in the case of the Chief
Executive Officer, 75% of the incentive depends upon meeting the corporate goal
for return on equity and 25% of the incentive depends upon meeting specific,
project-oriented goals. These goals are established by the Board of Directors.
In the case of corporate executives eligible for the Bonus Plan, 65% of the
incentive depends upon meeting the goal for return on equity and 35% of the
incentive depends upon specific goals established by the Chief Executive
Officer. Finally, in the case of the remaining employees eligible for the Bonus
Plan, 50% of the incentive depends upon meeting the goal for operating return on
assets established by the Chief Executive Officer and 50% of the incentive
depends upon specific goals as established by the Chief Executive Officer.
During fiscal 2000, 1999 and 1998, amounts of $310,249, $383,000 and $1,089,000,
respectively, were paid under the existing bonus plan for that fiscal year.

NOTE 13 -- INCOME TAXES

The components of the provision for income taxes (benefits) on income from
continuing operations were as follows:

YEAR ENDED OCTOBER 31,
----------------------------------------
2000 1999 1998
------------ ---------- ----------

Current:
Federal.................................... $ 2,008,089 $1,522,303 $4,377,388
State and local............................ 580,433 385,716 959,841
Foreign.................................... 37,991 -- --
------------ ---------- ----------
2,626,513 1,908,019 5,337,229
Deferred
Total...................................... (11,117,254) 7,455,296 4,335,709
------------ ---------- ----------
$ (8,490,741) $9,363,315 $9,672,938
============ ========== ==========

37
38
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Temporary differences and carryforwards which give rise to deferred tax
assets and liabilities were comprised of the following:

OCTOBER 31, OCTOBER 31,
2000 1999
------------ ------------

Deferred tax assets:
Bad debt reserves..................................... $ 376,874 $ 398,355
Inventory reserves.................................... 364,421 343,244
State income and franchise taxes...................... 2,864,823 1,288,754
Accrued group insurance............................... 322,018 262,142
AMT carryforwards..................................... 1,938,398 1,764,389
Accrued vacation reserves............................. 773,442 565,100
Capital loss carryforwards............................ 4,912,050 4,912,050
Post retirement benefits.............................. 563,922 460,816
Pension obligations................................... 430,173 157,797
Other reserves........................................ 350,599 293,001
Restructuring and asset impairment charge............. 10,123,946 --
Goodwill amortization................................. 827,799 --
------------ ------------
23,848,465 10,445,648
Less: Valuation allowance............................... (4,912,050) (4,912,050)
------------ ------------
Total deferred tax assets............................. 18,936,415 5,533,598
Deferred tax liabilities:
Fixed assets.......................................... (25,727,813) (23,196,560)
Joint venture investment.............................. (2,399,905) (2,161,246)
Goodwill.............................................. -- (495,296)
Other................................................. (200,858) (408,275)
------------ ------------
Net deferred tax liability.............................. $ (9,392,161) $(20,727,779)
============ ============

The valuation allowance relates to capital loss carryforwards which are not
expected to be utilized.

A reconciliation of the statutory federal income tax rate to the effective
income tax rate is as follows:

YEARS ENDED OCTOBER 31,
-----------------------
2000 1999 1998
----- ----- -----

Federal income tax at statutory rate........................ 34.0% 34.0% 35.0%
State and local income taxes................................ 4.4 2.0 3.2
SFAS 109 rate differential.................................. 1.3 0.8 --
FSC benefit................................................. 1.3 -- --
Other....................................................... (0.7) 1.1 0.2
---- ---- ----
Effective income tax rate................................... 40.3% 37.9% 38.4%
==== ==== ====

At October 31, 2000, the Company had available a capital loss carryforward
of approximately, $12,791,797 expiring in 2001, if not utilized. The capital
loss was incurred on the sale of Shafer Valve and a full valuation allowance has
been provided.

38
39
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 14 -- RELATED PARTY TRANSACTIONS

The Company had sales to MTD Products Inc of $18,410,324, $10,943,440 and
$6,564,094 for the years 2000, 1999 and 1998, respectively. At October 31, 2000
and 1999, the Company had accounts receivable balances of $4,851,202 and
$1,982,032 respectively, due from this shareholder. At October 31, 2000, the
Company had accounts payable balances of $3,282,747 due to this shareholder. A
wholly owned subsidiary of the Company issued a note to MTD Products Inc in the
principal amount of $4,045,392. This note is due in full on November 1, 2001.
Interest on such note is at a rate of 8.620% per annum. The Company is guarantor
of the note. For information regarding the related party acquisition of MTD
Automotive see "Note 3 -- Acquisitions."

NOTE 15 -- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

FIRST SECOND THIRD FOURTH
OCTOBER 31, 2000 QUARTER QUARTER QUARTER QUARTER
---------------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Revenues................................ $140,827 $165,666 $154,100 $170,168
Gross Profit............................ 20,220 25,572 21,605 15,306
Operating Income (Loss)................. 8,647 11,930 9,264 (37,110)
Net Income (Loss)....................... 4,140 5,541 3,454 (25,690)
Net Income (Loss) per Share
(Basic/Diluted)....................... .30 .39 .24 (1.74)
-------- -------- -------- --------
Weighted Average Number of Shares
Basic................................. 13,973 14,036 14,352 14,798
Diluted............................... 13,976 14,056 14,352 14,798

In the fourth quarter, the Company recorded restructuring costs of
$1,229,932, and asset impairment charges of $33,042,935. In addition, net
income (loss) per share and weighted average number of shares have been
revised from the information previously reported by the Company to reflect
resolution of the contingencies described in Note 2. -- "Earnings Per
Share."

OCTOBER 31, 1999
----------------

Revenues................................ $ 81,601 $ 89,565 $ 83,869 $ 99,185
Gross Profit............................ 12,397 16,281 15,148 19,129
Operating Income........................ 4,683 8,192 8,428 10,210
Net Income.............................. 2,031 4,014 4,133 5,133
Net Income per Share (Basic/Diluted).... .16 .31 .32 .39
-------- -------- -------- --------
Weighted Average Number of Shares
Basic................................. 13,081 13,081 13,081 13,081
Diluted............................... 13,093 13,085 13,086 13,085

OCTOBER 31, 1998
----------------

Revenues................................ $ 73,930 $ 82,038 $ 64,368 $ 79,015
Gross Profit............................ 15,028 17,158 12,139 12,526
Operating Income........................ 8,891 10,373 5,657 5,097
Net Income.............................. 4,925 5,838 2,984 1,794
Net Income per Share (Basic/Diluted).... .38 .45 .23 .14
-------- -------- -------- --------
Weighted Average Number of Shares
Basic................................. 13,039 13,045 13,078 13,081
Diluted............................... 13,088 13,120 13,126 13,098

39
40
SHILOH INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 16 -- COMMITMENTS AND CONTINGENT LIABILITIES

The Company is a party to several lawsuits and claims arising in the normal
course of its business. In the opinion of management, the Company's liability or
recovery, if any, under pending litigation and claims would not materially
affect its financial condition, results of operations or cash flows.

40
41

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

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Information with respect to Directors of the Company is set forth in the
Proxy Statement under the heading "Election of Directors," which information is
incorporated herein by reference. Information required by Item 401 of Regulation
S-K regarding the executive officers of the Company is included as Item 4A of
Part I of this Annual Report on Form 10-K as permitted by Instruction 3 to Item
401(b) of Regulation S-K. Information required by Item 405 of Regulation S-K is
set forth in the Proxy Statement under the heading "Section 16(a) Beneficial
Ownership Reporting Compliance," which information is incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION

Information with respect to executive compensation is set forth in the
Proxy Statement under the heading "Compensation of Executive Officers" and under
the heading "Election of Directors -- Compensation Committee Interlocks and
Insider Participation and Certain Relationships and Related Transactions," which
information is incorporated herein by reference (except for the Compensation
Committee Report on Executive Compensation and the Comparative Stock Performance
Graph).

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information with respect to security ownership of certain beneficial owners
and management is set forth in the Proxy Statement under the heading "Beneficial
Ownership of Common Stock," which information is incorporated herein by
reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information with respect to certain relationships and related transactions
is set forth in the Proxy Statement under the heading "Election of
Directors -- Compensation Committee Interlocks and Insider Participation and
Certain Relationships and Related Transactions," which information is
incorporated herein by reference.

PART IV

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

(a) The following documents are filed as a part of this Annual Report on
Form 10-K on Item 8.

1. Financial Statements.

Report of Independent Accountants

Consolidated Balance Sheets at October 31, 2000 and 1999.

Consolidated Statement of Income for the three years ended
October 31, 2000.

Consolidated Statements of Cash Flows for the three years
ended October 31, 2000.

Consolidated Statement of Stockholders' Equity for the three
years ended October 31, 2000.

Notes of Consolidated Financial Statements.

2. Financial Statement Schedule. The following consolidated
financial statement schedule of the Company and its
subsidiaries and the report of the independent accountants
thereon are filed as part of this Annual Report on Form 10-K
and should be read in conjunction with the consolidated
financial statements of the Company and its subsidiaries
included in the Annual Report on Form 10-K.

41
42

SCHEDULE II

SHILOH INDUSTRIES, INC.

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS OF PERIOD
----------- ---------- ---------- ---------- ----------

Valuation account for accounts receivable
Year ended October 31, 2000............. $1,080,641 $2,013,499 $1,316,529(1) $1,777,611
Year ended October 31, 1999............. 919,704 189,793 28,856 1,080,641
Year ended October 31, 1998............. 849,554 106,549 36,399 919,704
Reserve for excess, slow moving and
potentially obsolete material
Year ended October 31, 2000............. $ 144,888 $2,018,943 $ 30,000 $2,133,831
Year ended October 31, 1999............. 664,140 94,888 614,140 144,888
Year ended October 31, 1998............. 137,938 589,140 62,938 664,140
Valuation allowance for deferred tax
assets
Year ended October 31, 2000............. $4,912,050 $ -- $ -- $4,912,050
Year ended October 31, 1999............. 4,912,050 -- -- 4,912,050
Year ended October 31, 1998............. 4,912,050 -- -- 4,912,050

Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set forth
therein is included in the consolidated financial statements or notes thereto.
- ---------------

(1) Approximately $1.1 million reflects the bad debt write-off relating to one
customer.

42
43

3. EXHIBITS

2.1 Asset Purchase Agreement, dated June 21, 1999, among the
Company, Shiloh Automotive, Inc. and MTD Products Inc is
incorporated herein by reference to Appendix A of the
Company's Proxy Statement on Schedule 14A as filed with the
Securities and Exchange Commission on August 3, 1999.
2.2 First Amendment to Asset Purchase Agreement, dated August
31, 1999, among the Company, Shiloh Automotive, Inc. and MTD
Products Inc. is incorporated herein by reference to Exhibit
2.2 of the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1999 (Commission File No.
0-21964).
2.3 Second Amendment to Asset Purchase Agreement, dated January
22, 2001, by and among the Company, Shiloh Automotive, Inc.
and MTD Products Inc.
2.4 Closing Agreement, dated as of October 31, 1999, by and
among the Company, Shiloh Automotive, Inc. and MTD Products
Inc is incorporated herein by reference to Exhibit 2.1 of
the Company's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on November 15, 1999
(Commission File No. 0-21964).
2.5 Asset Purchase Agreement, dated July 18, 2000 by and between
the Company and A.G. Simpson (Tennessee) Inc. is
incorporated herein by reference to the Company's quarterly
report on Form 10-Q for the quarterly period ended July, 31,
2000 (Commission File No. 0-21964).
3.1 (i) Restated Certificate of Incorporation of the Company is
incorporated herein by reference to Exhibit 3.1(i) of the
Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1995 (Commission File No. 0-21964).
(ii) By-Laws of the Company are incorporated herein reference to
Exhibit 3.1 (ii) of the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1995 (Commission File
No. 0-21964).
4.1 Specimen certificate for the Common Stock, par value $.01
per share, of the Company is incorporated herein by
reference to Exhibit 4.1 of the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 1995
(Commission File No. 0-21964).
4.2 Stockholders Agreement, dated June 22, 1993, by and among
the Company, MTD Products Inc and the stockholders named
therein is incorporated herein by reference to Exhibit 4.3
of the Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1995 (Commission File No. 0-21964).
4.3 Registration Rights Agreement, dated June 22, 1993, by and
among the Company, MTD Products Inc and the stockholders
named therein is incorporated herein by reference to Exhibit
4.3 of the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1995 (Commission File No.
0-21964).
4.4 First Amendment to Stockholders Agreement, dated March 11,
1994, by and among the Company, MTD Products Inc and the
stockholders named therein is incorporated herein by
reference to Exhibit 4.4 of the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 1995
(Commission File No. 0-21964).
10.1 Loan Agreement, dated February 1, 1995, by and between
Medina County, Ohio and Valley City Steel Company is
incorporated herein by reference to Exhibit 10.4 of the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1996 (Commission File No. 0-21964).
10.2 Operating Agreement for Shiloh of Michigan, L.L.C., dated
January 2, 1996, by and among Shiloh of Michigan, L.L.C.,
Rouge Steel Company and the Company is incorporated herein
by reference to Exhibit 10.5 of the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended April 30,
1996 (Commission File No. 0-21964).
10.3 Master Unsecured Demand Promissory Note of Shiloh
Corporation to The Richland Trust Company of Mansfield,
dated April 2, 1991, is incorporated herein by reference to
Exhibit 10.7 of the Company's Annual Report of Form 10-K for
the fiscal year ended October 31, 1995 (Commission File No.
0.21964).

43
44

*10.4 1993 Key Employee Stock Incentive Plan is incorporated
herein by reference to Exhibit A the Company's Proxy
Statement on Schedule 14A for the fiscal year ended October
31, 1997 (Commission File No. 0-21964).
*10.5 Executive Incentive Bonus Plan is incorporated herein by
reference to Exhibit 10.9 of the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 1995
(Commission File No. 0-21964).
*10.6 Indemnification Agreement, dated July 2, 1993, by and
between the Company and Robert L. Grissinger (with an
attached schedule identifying the directors and officers of
the Company that have entered into an identical agreement)
is incorporated herein by reference to Exhibit 10.10 of the
Company's Annual Report on From 10-K for the fiscal year
ended December 31, 1995 (Commission File No. 0-21964).
*10.7 Option Agreement, dated May 28, 1993, by and between the
Company and Robert L. Grissinger (with an attached schedule
identifying the other optionees that have entered into
option agreements with the Company) is incorporated herein
by reference to Exhibit 10.15 of the Company's Annual Report
on From 10-K for the fiscal year ended December 31, 1995
(Commission File No. 0-21964).
10.8 Master Unsecured Demand Promissory Note of Shiloh
Corporation to The Richland Trust Company of Mansfield,
dated December 6, 1996 is incorporated herein by reference
to Exhibit 10.1 of the Company's Quarterly Report on Form
10-Q/A for the fiscal quarter ended January 1, 1997
(Commission File No. 0-21964).
*10.9 Supplemental Retirement Trust Agreement, dated June 1, 1997,
by and among the Company, First Union National Bank of North
Carolina and Robert L. Grissinger is incorporated herein by
reference to Exhibit 10.15 to the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 1997
(Commission File No. 0-21964).
10.10 Credit Agreement, dated August 11, 2000 by and among the
Company, the lenders a party thereto, The Chase Manhattan
Bank as Administrative Agent and Collateral Agent, KeyBank
National Association as Syndication Agent and Bank One
Michigan as Documentation Agent is incorporated herein by
reference to Exhibit 10-1 of the Company's quarterly Report
on Form 10-Q for the quarterly period ended July 31, 2000
(Commission File No. 0-21964).
10.11 Transitional Services Agreement, dated October 31, 1999, by
and among the Company, Shiloh Automotive, Inc. and MTD
Products Inc is incorporated herein by reference to Exhibit
10.11 of the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1999 (Commission File No.
0-21964).
10.12 $4,045,392 Cognivit Note of Shiloh Automotive, Inc. to MTD
Products Inc, dated as of January 22, 2001.
21.1 Subsidiaries of the Company.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney.

(b) Reports on Form 8-K.

No reports on Form 8-K were filed by the Company during the quarter ended
October 31, 2000.
- ---------------

* Reflects management contract or other compensatory arrangement required to be
filed as an exhibit pursuant to Item 14 (c) of this Report.

44
45

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

SHILOH INDUSTRIES, INC.

Date: January 29, 2001 By: /s/ JOHN F. FALCON
--------------------------------------------
John F. Falcon,
President and Chief Executive Officer

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 the capabilities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ JOHN F. FALCON President and Chief Executive January 29, 2001
- ------------------------------------------------ Officer and Director (Principal
John F. Falcon Executive Officer)

* Treasurer and Chief Financial January 29, 2001
- ------------------------------------------------ Officer (Principal Accounting and
Craig A. Stacy Principal Financial Officer)

* Chairman and Director January 29, 2001
- ------------------------------------------------
Curtis E. Moll

* Director January 29, 2001
- ------------------------------------------------
Maynard H. Murch IV

* Director January 29, 2001
- ------------------------------------------------
Ronald C. Houser

* Director January 29, 2001
- ------------------------------------------------
David J. Hessler

* Director January 29, 2001
- ------------------------------------------------
James A. Karman

* Director January 29, 2001
- ------------------------------------------------
Theodore K. Zampetis

* The undersigned, by signing his name hereto, does sign and execute this Annual
Report on Form 10-K pursuant to the Powers of Attorney executed by the
above-named officers and Directors of the Company and filed with the
Securities and Exchange Commission on behalf of such officers and Directors.

By: /s/ JOHN F. FALCON

------------------------------------
John F. Falcon, Attorney-In-Fact

45
46

EXHIBIT INDEX

EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------

2.1 Asset Purchase Agreement, dated June 21, 1999, among the
Company, Shiloh Automotive, Inc. and MTD Products Inc is
incorporated herein by reference to Appendix A of the
Company's Proxy Statement on Schedule 14A as filed with the
Securities and Exchange Commission on August 3, 1999.

2.3 First Amendment to Asset Purchase Agreement, dated August
31, 1999, among the Company, Shiloh Automotive, Inc. and MTD
Products Inc is incorporated herein by reference to Exhibit
2.2 of the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1999 (Commission File No.
0-21964).

2.3 Second Amendment to Asset Purchase Agreement, dated as of
January 22, 2001, by and among the Company, Shiloh
Automotive, Inc. and MTD Products Inc.

2.4 Closing Agreement, dated as of October 31, 1999, by and
among the Company, Shiloh Automotive, Inc. and MTD Products
Inc is incorporated herein by reference to Exhibit 2.1 of
the Company's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on November 15, 1999
(Commission File No. 0-21964).

2.5 Asset Purchase Agreement, dated July 18, 2000 by and between
the Company and A.G. Simpson (Tennessee) Inc. is
incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended July, 31,
2000 (Commission File No. 0-21964).

3.1 (i) Restated Certificate of Incorporation of the Company is
incorporated herein by reference to Exhibit 3.1 (i) of the
Company's Annual Report on Form 10-K for the fiscal year
ended October 31, 1995 (Commission File No. 0-21964).

(ii) By-Laws of the Company are incorporated herein reference to
Exhibit 3.1 (ii) of the Company's Annual Report on Form 10-K
for the fiscal year ended October 31, 1995 (Commission File
No. 0-21964).

4.1 Specimen certificate for the Common Stock, par value $.01
per share, of the Company is incorporated herein by
reference to Exhibit 4.1 of the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 1995
(Commission File No. 0-21964).

4.2 Stockholders Agreement, dated June 22, 1993, by and among
the Company, MTD Products Inc and the stockholders named
therein is incorporated herein by reference to Exhibit 4.2
of the Company's Annual Report on Form 10-K for the fiscal
year ended October 31, 1995 (Commission File No. 0-21964).

4.3 Registration Rights Agreement, dated June 22, 1993, by and
among the Company, MTD Products Inc and the stockholders
named therein is incorporated herein by reference to Exhibit
4.3 of the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1995 (Commission File No.
0-21964).

4.4 First Amendment to Stockholders Agreement, dated March 11,
1994, by and among the Company, MTD Products Inc and the
stockholders named therein is incorporated herein by
reference to Exhibit 4.4 of the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 1995
(Commission File No. 0-21964).

10.1 Loan Agreement, dated February 1, 1995, by and between
Medina County, Ohio and Valley City Steel Company is
incorporated herein by reference to Exhibit 10.4 of the
Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 1996 (Commission File No. 0-21964).

10.2 Operating Agreement for Shiloh of Michigan, L.L.C., dated
January 2, 1996, by and among Shiloh of Michigan, L.L.C.,
Rouge Steel Company and the Company is incorporated herein
by reference to Exhibit 10.5 of the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended April 30,
1996 (Commission File No. 0-21964).

46
47

EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------

10.3 Master Unsecured Demand Promissory Note of Shiloh
Corporation to The Richland Trust Company of Mansfield,
dated April 2, 1991, is incorporated herein by reference to
Exhibit 10.7 of the Company's Annual Report of Form 10-K for
the fiscal year ended October 31, 1995 (Commission File No.
0-21964).

*10.4 1993 Key Employee Stock Incentive Plan is incorporated
herein by reference to Exhibit A the Company's Proxy
Statement on Schedule 14A for the fiscal year ended October
31, 1997 (Commission File No. 0-21964).

*10.5 Executive Incentive Bonus Plan is incorporated herein by
reference to Exhibit 10.9 of the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 1995
(Commission File No. 0-21964).

*10.6 Indemnification Agreement, dated July 2, 1993, by and
between the Company and Robert L. Grissinger (with an
attached schedule identifying the directors and officers of
the Company that have entered into an identical agreement)
is incorporated herein by reference to Exhibit 10.10 of the
Company's Annual Report on From 10-K for the fiscal year
ended December 31, 1995 (Commission File No. 0-21964).

*10.7 Option Agreement, dated May 28, 1993, by and between the
Company and Robert L. Grissinger (with an attached schedule
identifying the other optionees that have entered into
option agreements with the Company) is incorporated herein
by reference to Exhibit 10.15 of the Company's Annual Report
on From 10-K for the fiscal year ended December 31, 1995
(Commission File No. 0-21964).

10.8 Master Unsecured Demand Promissory Note of Shiloh
Corporation to The Richland Trust Company of Mansfield,
dated December 6, 1996 is incorporated herein by reference
to Exhibit 10.1 of the Company's Quarterly Report on Form
10-Q/A for the fiscal quarter ended January 1, 1997
(Commission File No. 0-21964).

*10.9 Supplemental Retirement Trust Agreement, dated June 1, 1997,
by and among the Company, First Union National Bank of North
Carolina and Robert L. Grissinger is incorporated herein by
reference to Exhibit 10.15 to the Company's Annual Report on
Form 10-K for the fiscal year ended October 31, 1997
(Commission File No. 0-21964).

10.10 Credit Agreement, dated August 11, 2000 by and among the
Company, the lenders a party thereto, The Chase Manhattan
Bank as Administrative Agent and Collateral Agent, KeyBank
National Association as Syndication Agent and Bank One
Michigan as Documentation Agent is incorporated herein by
reference to Exhibit 10.1 of the Company's Quarterly Report
on Form 10-Q for the quarterly period ended July 31, 2000
(Commission File No. 0-21964).

10.11 Transitional Services Agreement, dated October 31, 1999, by
and among the Company, Shiloh Automotive, Inc. and MTD
Products Inc. is incorporated herein by reference to Exhibit
10.11 of the Company's Annual Report on Form 10-K for the
fiscal year ended October 31, 1999 (Commission File No.
0-21964).

10.12 $4,045,392 Cognivit Note of Shiloh Automotive, Inc. to MTD
Products Inc, dated as of January 22, 2001.

21.1 Subsidiaries of the Company.

23.1 Consent of PricewaterhouseCoopers LLP.

24.1 Powers of Attorney.

47