10-K 1 k73441e10vk.txt FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K (Mark One) [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 29, 2002. [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ______ to ______ COMMISSION FILE NUMBER 333-21819 --------------- LDM TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in its Character) MICHIGAN 38-2690171 (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 2500 EXECUTIVE HILLS DRIVE, AUBURN HILLS, MICHIGAN 48326 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (248) 858-2800 Securities Registered Pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered ------------------- ------------------- None None Securities Registered Pursuant to Section 12(g) of the Act: NONE (TITLE OF CLASS) 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 whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of November 29, 2002, 600 shares of Common Stock of the Registrant were outstanding. There is no public trading market for the Common Stock. PART I Item 1. Business GENERAL LDM Technologies, Inc. (the "Company" or "LDM") is a leading Tier 1 designer and manufacturer of highly engineered plastic instrument panel and interior trim components, exterior trim components and under-the-hood components supplied primarily to North American automotive original equipment manufacturers (OEMs). Suppliers that sell directly to OEMs are referred to herein as "Tier I" suppliers. The Company is a full service supplier with advanced computer design and engineering capabilities that have enabled it to penetrate OEM new product programs during the concept stage of the product life cycle and promote long-term customer relationships. The Company is also a supplier to other Tier I's. The Company operates a Design Center in Auburn Hills, Michigan to enhance its conceptual design and development capabilities. INDUSTRY OVERVIEW The North American automotive industry is currently experiencing a number of trends which are significant to the Company's business. Increasing Utilization of Plastic. In recent years, OEMs have focused their efforts on developing and employing lower-cost and lighter materials, such as plastic, in the design of components. Plastic provides OEMs with a number of design advantages over metal including increased design flexibility and aesthetic appeal, resistance to corrosion and improved fuel-efficiency performance due to lighter-weight materials. Substituting plastic for metal can also reduce manufacturing costs by eliminating machining costs, reducing painting costs, facilitating assembly, minimizing tooling costs and consolidating the number of parts used in a vehicle. The Company believes that while the majority of the opportunities for converting metal into plastic have already occurred in exterior and interior trim applications, there are significant growth opportunities in the use of plastic in under-the-hood components. Suppliers of under-the-hood components, such as the Company, are increasingly being asked to develop complex under-the-hood systems, including plastic transmission covers that consolidate engine mounts and drive shaft seals and battery trays that integrate fluid reservoirs. Expansion of OEM Supplier Responsibilities. Since the 1980s, OEMs such as Ford, General Motors and DaimlerChrysler have been actively reducing their supplier base to include only those suppliers which accept significant responsibility for product management and meet increasingly strict standards for product quality, on-time delivery and manufacturing costs. These suppliers are expected to control many aspects of the production of system components, including design, development, component sourcing, manufacturing, quality assurance, testing and delivery to the customer's assembly plant. Globalization of the OEM Supplier Base. Several OEMs have announced certain models designed for the world automobile market ("World Car"). This departure from the historical practice of designing separate models for each regional market will generally require suppliers to establish international design and manufacturing capabilities through internal development, joint ventures or acquisitions. As a result, certain domestic and European OEMs have encouraged their existing suppliers to establish foreign production support for World Car programs. Market-based Pricing. In an effort to reduce costs and to ensure the affordability and competitiveness of their products, OEMs are sourcing automotive components using a market-based pricing approach. In using such a market-based approach, OEMs establish a target price, or the price the market is willing to pay for a vehicle, and systematically divide this price into system and component target prices. In addition, under market-based pricing, the OEMs often require annual price reductions for the vehicle's systems and components. As a result, the market-based approach to pricing has generally required automotive suppliers to focus on continually reducing product costs while simultaneously improving quality standards. AUTOMOTIVE PRODUCTS The Company designs and manufactures highly-engineered plastic instrument panel and interior trim components, exterior trim components and under-the-hood components. In recent years, the Company has significantly expanded its design and engineering capabilities which provide the Company with a competitive advantage in obtaining new business. The Company's three automotive lines of business are as follows: Instrument Panel Components and Interior Trim Components. The Company focuses on the production of complex products such as instrument panel subassemblies which require the integration of multiple components. Instrument panel components manufactured by the Company include cluster finish panels, center trim panels, air vents, coin and cup holders, ashtrays, gloveboxes, telephone holders and consoles. Certain products in this line of business demand functional aesthetics appeal and typically require the Company to provide innovative and design intensive solutions for application requirements stipulated by OEMs. Historically, the Company's largest customer for its instrument panel components has been Ford. Exterior Trim Components. Exterior trim systems manufactured by the Company include front and rear bumper fascias, end caps, body side claddings and moldings, rocker panels and grills. The Company's broad range of exterior trim Class A painting capabilities provides it with a competitive advantage in supplying exterior trim to domestic and foreign OEMs. The Company is able to provide both high-bake, high solids painting, which is traditionally preferred by domestic OEMs, and low-bake, two component painting, which is preferred by foreign OEMs. Historically, LDM's largest customer for its exterior trim components has been General Motors. Under-the-Hood/Functional Components. The Company is a designer and manufacturer of fluid and air management components for under-the-hood applications such as cowl vent assemblies, fluid reservoirs including degas bottles, battery trays and covers, air deflectors and sight shields. The Company believes that it supplies the majority of Ford's cowl vent assemblies for North American car and truck platforms. OEMs are increasingly substituting plastic for metal in under-the-hood components and systems in an effort to reduce cost, noise and weight, to enhance design flexibility, to improve airflow and to increase aesthetic appeal. Historically, the largest customer for its under-the-hood components has been Ford. CUSTOMERS The Company's principal customers are Ford, Visteon, General Motors and DaimlerChrysler for which it supplies components and subassemblies for a variety of light duty trucks (including sport utility vehicles), minivans and passenger cars. While the Company's products are generally used on a diverse group of over 90 models, the Company's sales and marketing efforts have been directed towards those sectors of the automotive market which have experienced strong consumer demand and growth in sales. The approximate percentage of net sales to the principal customers of the Company for the twelve-month period ended September 29, 2002 are shown below: Ford..................................................................... 35% Visteon.................................................................. 10% General Motors .......................................................... 30% DaimlerChrysler.......................................................... 6% Other Automotive......................................................... 17% Non-Automotive........................................................... 2% ----- Total.......................................................... 100% =====

The Company's customers typically award purchase orders on a limited source basis that normally cover components to be supplied for a particular car model. Such purchase orders generally provide for supplying the customer's requirements for a model year, although, in practice, such purchase orders are typically renewed until the component is redesigned or eliminated in a model change. Products under development are assigned a selling price which is reevaluated from time to time during the product development cycle. Prior to production, the Company and the customer generally agree on a final price, which, in some instances, may be subject to negotiated price reductions or increases over the term of the project. Consequently, the Company's ability to improve operating performance is generally dependent primarily on its ability to reduce costs and operate more efficiently. The Company has been chosen as a supplier for a variety of light trucks (including pick-up trucks, minivans, full size vans and sport utility vehicles) and passenger car models. The following table presents an overview of the major models for which the Company currently produces components for its OEM customers:

DaimlerChrysler-truck......................................... Caravan/Voyager/Town & Country Dakota Grand Cherokee/Cherokee Liberty Ram Pick-up/Van Durango Wrangler DaimlerChrysler-car........................................... Avenger/Sebring Breeze/Cirrus/Stratus Concord/Intrepid LHS 300 Neon Viper

DESIGN AND PRODUCT ENGINEERING The Company is a full service Tier I supplier with advanced engineering capabilities which enable it to design innovative, high-quality products that provide value to its customers. The Company has a Design Center in Auburn Hills, Michigan to provide an environment for trend-setting conceptual design and product development. The Company has made other significant investments in conceptual design capabilities that allow it to participate in the earliest stages of programs. For instance, the Company has embraced computer-aided simulation directly linked to customer computer networks as a means of reducing the cost and time required to develop new products. The industrial design activity has augmented the Company's traditional modeling methods with computer-aided technology which reduces staff requirements as well as simplifying the integration of design and engineering functions. The Company has transitioned from computer-aided design shell to solid modeling which provides a direct link to rapid prototyping. The Company's design staff employs ALIAS and CATIA computer software and hardware to provide three-dimensional virtual modeling and product animation. Analytical tools employed include finite element analysis for structural analysis, kinematics for mechanisms, computational fluid dynamics for airflow studies and moldfilling analysis for injection molding optimization and warp prediction. MANUFACTURING The Company's OEM customers are favoring suppliers capable of delivering quality products, controlling manufacturing costs and integrating, through design capabilities, multiple components into larger systems. The Company has responded to this challenge by implementing a lean manufacturing program and adopting advanced processing technology. The Company's lean manufacturing program has focused on "kanban" production scheduling and materials management techniques and labor productivity improvements. Kanban management techniques are characterized by flexible production scheduling as well as vendor scheduling, reduced work queues, more frequent vendor deliveries and reduced inventory levels. Through kanban, the Company has experienced increased inventory turnover and generally reduced inventory levels. The Company continually seeks to achieve labor productivity improvement and has established a work environment which encourages employee involvement in identifying and eliminating waste. A key factor in the Company's operations is maintaining the flexibility to respond to the demands of different product runs and changing product delivery requirements while continuously increasing production efficiency. The Company believes its broad base of Class A paint application capabilities positions it well for supplying the domestic and foreign exterior trim market. The Company is able to provide both high-bake, high solids painting, which is traditionally preferred by domestic OEMs, and low-bake, two component painting, which is preferred by foreign OEMs. The Company has also recently developed paint application technology utilizing innovative robotic applications which has enabled the Company to reduce costs by improving cycle times and reducing scrap. The Company has been recognized as a quality supplier by its OEM customers, and has received Ford's Q1 Award and DaimlerChrysler's Pentastar Award. All of the Company's facilities are QS9000 certified. MARKETING Sales of the Company's products to OEMs are made directly by the Company's sales and engineering force, headquartered in Michigan. Through the sales and engineering office, the Company services its OEM customers and manages its continuing programs of product design improvement and development. The Company's sales and engineering force currently consists of approximately 80 individuals, including several who are located periodically at various OEMs' offices in order to facilitate the development of new programs. COMPETITION The automotive supplier industry is highly competitive. A large number of actual or potential competitors exist, including the internal component supply operations of the OEMs as well as independent suppliers, many of which are larger than the Company. The Company believes its principal competitors in its three lines of business include: Progressive Dynamics Inc., Summit Polymers Inc. and Collins & Aikman, in instrument panel components; Magna International Inc., Visteon, Meridian, Plastics Omnium, Venture Holdings Corporation and Flex-N-Gate in exterior trim components; and Key Plastics Inc. and Lacks Industries in under-the-hood components. The Company principally competes for new business both at the initial development of new models and upon the redesign of existing models by its major customers. New model development generally begins two to four years prior to the marketing of such models to the public. Because of the large investment by OEMs and Tier I suppliers in tooling and the long lead time required to commence production, OEMs and Tier I suppliers generally do not change a supplier during a model production run. RAW MATERIALS The principal raw materials used by the Company are engineered plastic resins such as nylon, polypropylene, polycarbonate and acrylonitrile-butadiene-styrene, paint, and steel for production molds, all of which are available from many sources. The resins used in the Company's business historically have been subject to price fluctuations. In the past, the Company has been unable to pass price increases in resins through to its customers. The Company does, however, source raw material contracts based on a preferred supplier list. To be "preferred" a supplier must be willing to sign a cost management contract whereby assistance is extended to the Company in reducing costs through piece price reductions, material substitution suggestions and process improvement initiatives in lieu of annual percentage rebates based upon calendar year purchases. There can be no assurance that a material increase in the price of resin will not adversely affect the Company's results of operations. The Company has not experienced significant raw material shortages and does not anticipate significant raw material shortages in the foreseeable future. EMPLOYEES As of September 29, 2002, the Company's workforce included 3,595 employees, of which 610 were salaried workers, and 2,985 were hourly workers including temporary and part-time employees. The Company has 279 hourly employees represented by the Canadian Automobile Workers union at its Leamington, Canada facility. The Company's three-year contract with the bargaining unit for the Leamington facility expires January 15, 2004. None of the Company's other employees are subject to collective bargaining agreements. The Company has not experienced any work stoppages and considers relations with its employees to be good. ENVIRONMENTAL MATTERS The Company's operations and properties are subject to a wide variety of international, federal, state and local laws and regulations, including those governing the use, storage, handling, generation, treatment, emission, release, discharge and disposal of certain materials, substances and wastes, the remediation of contaminated soil and groundwater, and the health and safety of employees (collectively, "Environmental Laws"). As such, the nature of the Company's operations exposes it to the risk of claims with respect to such matters. There can be no assurance that material costs or liabilities will not be incurred in connection with such claims. The Company has taken steps, including the installation of an Environmental, Health and Safety group, to reduce the environmental risks associated with its operations, and believes that it is currently in compliance with applicable Environmental Laws. Item 2. Properties The Company conducts molding, painting and assembly operations in approximately 1.6 million square feet of space in a total of 16 manufacturing locations. The utilization and capacity of the Company's facilities fluctuates based upon the mix of components the Company produces and the vehicle models for which they are being produced. Detail of each manufacturing location is scheduled below:

The Company's principal executive offices and design and engineering staff are located in a 110,000 square foot building located in Auburn Hills, Michigan that is owned by the Company. The Company believes that its facilities and equipment are in good condition and are adequate for the Company's present and anticipated future operations. Item 3. Legal Proceedings There are no material legal proceedings pending against the Company or its subsidiaries. Item 4. Submission of Matters to a Vote of Security Holders Not applicable PART II Item 5. Market for the Registrant's Common Equity and Related Shareholder Matters There is no public trading market for the Company's Common Stock. As of September 29, 2002, there were two holders of record of the Company's Common Stock. Item 6. Selected Financial Data Summary Financial Data (dollars in thousands) The following table sets forth summary historical financial data of LDM Technologies, Inc. for the fiscal years ended September 27, 1998, September 26, 1999, September 24, 2000, September 30, 2001 and September 29, 2002. The following table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements of LDM presented elsewhere in this document.

(a) EBITDA is defined as income (loss) from continuing operations before the effect of extraordinary items plus the following: interest, income taxes, depreciation and amortization. EBITDA is presented because it is a widely accepted financial indicator of a company's ability to incur and service debt. EBITDA is not, and should not be, used as an indicator or alternative to operating income, net income (loss) or cash flow as reflected in the Consolidated Financial Statements, is not intended to represent funds available for debt service, dividends, reinvestment or other discretionary uses, is not a measure of financial performance under generally accepted accounting principles, should not be considered in isolation or as a substitute for measures of performance prepared in accordance with accounting principles generally accepted in the United States and may not be comparable to other similarly-titled measures of other companies. A reconciliation of net income to EBITDA is as follows:

*Excluding amortization of debt issue costs included in interest expense. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this report, the words "anticipate," "believe," "estimate," and "expect" and similar expressions are generally intended to identify forward-looking statements. Readers are cautioned that any forward-looking statements, including statements regarding the intent, belief or current expectations of the Company or its management, are not guarantees of future performance and involve risks and uncertainties, and that the actual results may differ materially from those in the forward-looking statements as a result of various factors including, but not limited to: (i) general economic conditions in the markets in which the Company operates; (ii) fluctuations in worldwide or regional automobile and light and heavy truck production, (iii) labor disputes involving the Company or its significant customers; (iv) changes in practices and/or policies of the Company's significant customers toward outsourcing automotive components and systems; (v) foreign currency and exchange fluctuations; and (vi) other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company does not intend to update these forward-looking statements. GENERAL LDM is a leading Tier I designer and manufacturer of highly engineered plastic instrument panel and interior trim components, exterior trim components and under-the-hood components supplied primarily to North American automotive OEMs. LDM supplies components and subassemblies for a variety of light duty trucks, sport utility vehicles, minivans and passenger cars. Automotive products under development are assigned a selling price which is reevaluated from time to time during the product development cycle. Prior to production, the Company and the customer generally agree on a final price, which, in some instances, may be subject to negotiated price reductions or increases over the term of the project. Consequently, the Company's ability to improve operating performance is generally dependent primarily on its ability to reduce costs and operate more efficiently. Molds used in LDM's operations are requisitioned by LDM's customers and are purchased from mold builders who design and construct the molds under LDM supervision. In September 2000, the Company began making improvements to a leased facility in Romulus, Michigan to ready itself for new programs that were to be launched in mid-fiscal year 2001. Subsequent to the facility's completion, the program launch dates were delayed by one year. The programs require large injection molding machines as well as a paint line. The building and most machinery and equipment have been leased. In fiscal year 2001, the new facility's costs (primarily leases for building and machinery and equipment) approximated $9.0 million. The facility had minimal revenues in fiscal 2001 to offset fixed expenses. In fiscal year 2002, the new facility costs (net of revenues) approximated $14.6 million which consisted of lease cost, equipment testing and modification costs, workforce training cost and launch costs for new programs. The facility had revenues of $31.9 million in fiscal 2002 to offset fixed and start-up expenses. Programs launched from the new facility in March and August of fiscal year 2002 will account for nearly $75 million in incremental revenue on an annualized basis. On February 11, 2002, the Company acquired certain assets and the booked business of Security Plastics West, Ltd., located in McAllen, Texas, for approximately $3.8 million. Assets purchased included accounts receivable of approximately $1.9 million, inventory of approximately $1.0 million and machinery and equipment of approximately $900 thousand. The acquisition was funded through available borrowings on the Company's line of credit. Net sales of approximately $7.9 million and gross margin of approximately $1.3 million, related to the McAllen facility since the acquisition date, have been included in the Company's results. On September 30, 2001, the Company sold its ownership shares in LDM Technologies GmbH (LDM Germany) for a minimal amount. The Company recognized a pretax gain of $553,000 on the sale. CRITICAL ACCOUNTING POLICIES The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles and in accordance with the instructions to Form 10-K and Article 3 of Regulation S-X. The Company's significant accounting policies are more fully described in Note 1 of the consolidated financial statements and footnotes. Certain of the accounting policies require the application of significant judgment by management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. GOODWILL Goodwill totaled $50.2 million at September 29, 2002 and represented approximately 19.5% of total assets. The majority of the goodwill resulted from the acquisitions of Molmec, Inc. and Huron Plastics Group, Inc. which were completed in fiscal year 1997 and fiscal year 1998, respectively. Effective October 1, 2001, the Company elected to early adopt Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. Under the new standard, goodwill is no longer amortized but is subject to annual impairment tests in accordance with the Statement. Application of the non-amortization provision of Statement No. 142 resulted in an increase of $4.6 million to pretax income for the year ended September 29, 2002. Under Statement No. 142 the Company estimates the fair value of each of its reporting units with goodwill. Estimated fair value was based upon discounted cash flows. The results of the Company's Statement No. 142 analysis indicate that no reduction in goodwill is required. Statement No. 142 requires the Company to perform impairment tests of goodwill on an annual basis (or more frequently if impairment indicators exist). INCOME TAXES The Company provides an estimate of actual current tax due together with an assessment of temporary differences resulting from the treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the balance sheets. Based on known and projected earnings information and any tax planning strategies, the Company then assesses the likelihood that the deferred tax assets will be recovered. To the extent that the Company believes recovery is not likely, a valuation allowance is established. Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets. At September 29, 2002, the Company had net deferred tax assets, after valuation allowances, of $1.0 million. Deferred tax assets in Canada relate primarily to net operating loss carryforwards (NOL's) for which the Company has recognized a valuation allowance of $1.1 million. In the United States realization of the deferred tax assets is dependent upon future taxable income. Based on consideration of historical and future earnings before income taxes, the Company believes it is more likely than not that the deferred tax assets, beyond those specifically reserved, will be realized. The Company evaluates its deferred taxes and related valuation allowances quarterly. If at any time the Company believes that current or future taxable income will not support the basis for recognizing the benefit of the deferred tax assets, valuation allowances are provided accordingly. ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE Accounts receivable have been reduced by an allowance for amounts that may become uncollectible in the future. This estimated allowance is based primarily on management's evaluation of customer productivity reimbursement programs and historical experience. RESULTS OF OPERATIONS YEAR ENDED SEPTEMBER 29, 2002 COMPARED TO YEAR ENDED SEPTEMBER 30, 2001 NET SALES: Net sales for fiscal year 2002 were $390.9 million, a decrease of $0.7 million, or 0.1%, from $390.2 million in fiscal year 2001. The unchanged net sales resulted from the sale of LDM Germany, effective September 30, 2001 and the exit of certain unprofitable product lines in LDM Canada, offset by the purchase of the McAllen, Texas facility, launch of new business from the Company's facility in Romulus, Michigan and increased volumes on programs serviced by LDM's domestic operations. GROSS MARGIN: Gross margin was $57.0 million, or 14.6% of net sales, for fiscal year 2002 compared to $48.4 million, or 12.4% of net sales, for fiscal year 2001. The increase in gross margin as a percentage of sales is the result of the Company's sale of LDM Germany, the exit of certain unprofitable product lines in LDM Canada, the launch of new business from the Company's facility in Romulus, Michigan and operational improvements made in domestic facilities. Improvements were partially offset by $1.1 million of employee severance costs incurred at the Company's Canadian facility. SELLING, GENERAL AND ADMINISTRATIVE (SG&A) EXPENSES: SG&A expenses for fiscal year 2002 were $37.1 million, or 9.5% of net sales, compared to $46.3 million, or 11.9% of net sales, for fiscal year 2001. The decrease is the result of cost cutting efforts undertaken in mid-year 2001 to mitigate the potential effects of an economic slowdown in the U.S. coupled with the effect of adopting Statement of Financial Accounting Standards No. 142 (FAS 142). The adoption of FAS 142 resulted in no amortization of goodwill throughout fiscal year 2002. Goodwill amortization in fiscal year 2001 was $4.6 million. These decreases were partially offset by the reinstatement of certain employee benefits which had been frozen throughout fiscal year 2001. INTEREST EXPENSE: Interest expense was $15.8 million for fiscal year 2002, compared to $17.6 million for fiscal year 2001. The decrease relates to reduction of principal through debt repayments and a decrease in variable interest rates. EQUITY IN INCOME/LOSSES OF AFFILIATES: Equity in income of affiliates was $1.3 million for fiscal year 2002, compared to a loss of $0.1 million for fiscal year 2001. In 2001, the Company wrote off all remaining investments in the DBM joint venture through equity losses as discussed in Note 2 of the consolidated financial statements. GAIN ON SALE OF LDM GERMANY: As previously discussed, on September 30, 2001, the Company sold its ownership shares in LDM Germany for a minimal amount. As a result, the Company recognized a gain of $553,000 on the sale in fiscal year 2001. OTHER: Other loss was $1.4 million for fiscal year 2002, compared to a loss of $1.6 million for fiscal year 2001. The loss, in both fiscal years, was due primarily to the change in fair value of the Company's interest rate swap arrangement. In 2002, partially offsetting the loss is the gain associated with the Company repurchasing and retiring $3.6 million face value of its 10 3/4% Senior Subordinated Notes, due 2007, for $2.8 million plus accrued interest. INCOME TAXES: The provision for income taxes for fiscal year 2002 was $1.7 million with an effective tax rate of 48.1% as compared to a benefit of $6.9 million with an effective tax rate of 42.3% for fiscal year 2001. The effective tax rates differ from statutory rates as a result of certain non-deductible expenses, and for fiscal 2001 U.S. tax benefits of foreign losses. Also in 2002, the Company's effective tax rate was impacted by two items that netted to an insignificant amount. Both items related to the U.S. tax treatment of certain foreign generated tax attributes. YEAR ENDED SEPTEMBER 30, 2001 COMPARED TO YEAR ENDED SEPTEMBER 24, 2000 NET SALES: Net sales for fiscal year 2001 were $390.2 million, a decrease of $61.8 million, or 13.7%, from $452.0 million in fiscal year 2000. The sales decrease is due to a softening of automotive builds in fiscal year 2001 and the delay of new product launches into fiscal year 2002 which replace programs whose product life cycle ended. GROSS MARGIN: Gross margin was $48.4 million, or 12.4% of net sales, for fiscal year 2001 compared to $77.4 million, or 17.1% of net sales, for fiscal year 2000. Gross margin suffered as a percentage of sales as fixed costs of approximately $9 million were carried in fiscal year 2001 related to the Romulus facility whose launch of new product was delayed until fiscal year 2002 as previously discussed. Taking this into account gross margin as a percentage of sales for fiscal year 2001 would have been 14.6% of sales. The remainder of the decline relates to softening automotive builds in fiscal year 2001, which created unabsorbed fixed costs at other facilities, and inefficiencies experienced with certain product lines at the Company's foreign subsidiaries. SELLING, GENERAL AND ADMINISTRATIVE (SG&A) EXPENSES: SG&A expenses for fiscal 2001 were $46.3 million, or 11.9% of net sales, compared to $53.3 million, or 11.8% of net sales, for fiscal year 2000. The dollar decrease is the result of cost cutting measures implemented during fiscal year 2001 to mitigate the effect of reduced sales discussed above. INTEREST EXPENSE: Interest expense was $17.6 million for fiscal year 2001, compared to $20.0 million for fiscal year 2000. The decrease relates to reduction of principal through debt repayments and a decrease in variable interest rates. EQUITY IN LOSSES OF AFFILIATES: Equity in losses of affiliates was $0.1 million for fiscal year 2001, compared to $0.9 million for fiscal year 2000. In 2001, the Company wrote off all remaining investments in its DBM joint venture through equity losses. GAIN ON SALE OF LDM GERMANY: On September 30, 2001, the Company sold its ownership shares in LDM Germany for a minimal amount. As a result, the Company recognized a gain of $553,000 on the sale. OTHER: Other loss was $1.6 million for fiscal year 2001, compared to income of $0.6 million for fiscal year 2000. The loss was due primarily to the change in fair value of the Company's interest rate swap arrangement. INCOME TAXES: The benefit for income taxes for fiscal year 2001 was $6.9 million with an effective tax benefit rate of 42.3% as compared to $2.0 million with an effective tax rate of 125.9% for fiscal year 2000. The effective tax rates differ from statutory rates as a result of certain non-deductible expenses, foreign tax in excess of foreign tax credits and foreign tax differences. INVESTMENTS AND DIVESTITURES OF SUBSIDIARIES PURCHASE OF OPERATING ASSETS IN MCALLEN, TEXAS: On February 11, 2002, the Company acquired certain assets and the booked business of Security Plastics West, Ltd., located in McAllen, Texas, for approximately $3.8 million. Assets purchased included accounts receivable of approximately $1.9 million, inventory of approximately $1.0 million and machinery and equipment of approximately $900 thousand. The acquisition was funded through available borrowings on the Company's line of credit. Net sales of approximately $7.9 million and gross margin of approximately $1.3 million, related to the McAllen facility since the acquisition date, have been included in the Company's results. SALE OF LDM GERMANY: On September 30, 2001, the Company sold its German subsidiary. Proceeds from the sale were immaterial. As a result of the sale, the Company recognized a gain of $553,000. Net sales and net loss for fiscal year 2001 of LDM Germany were $19.7 million and $2.3 million, respectively. LIQUIDITY AND CAPITAL RESOURCES: The Company's principal capital requirements are to fund working capital needs, to meet required debt obligations, and to fund capital expenditures for facility maintenance and expansion. The Company believes its future cash flow from operations, combined with its revolving credit availability, will be sufficient to meet its planned debt service, capital requirements and internal growth opportunities. As of September 29, 2002 the Company had $150.2 million of long-term debt outstanding and $31.5 million of borrowing availability under its revolving credit facility. Cash provided by operating activities in fiscal year 2002 was $16.4 million compared to $26.6 million of cash provided by operating activities in the same period in 2001. The decrease in cash provided by operating activities resulted from the timing of customer payments related to the Company's year-end. Approximately $15 million in customer receivable payments were received within two days after the Company ended its 2002 fiscal year. Capital expenditures for fiscal year 2002 were $6.7 million compared to $20.5 million for fiscal year 2001. Fiscal 2002 capital expenditures include machinery and equipment purchased in relation to the McAllen, Texas facility and maintenance capital expenditures throughout the remainder of the organization. The Company believes its capital expenditures will be approximately $16 million in the fiscal year ended September 2003. However, the Company's capital expenditures may be greater or less than currently anticipated as the result of new business opportunities or prevailing economic conditions. On August 20, 2002, the Company repurchased and retired $3.6 million face value of its 10 3/4% Senior Subordinated Notes, due 2007, for $2.8 million plus accrued interest. The Company used available borrowings under its Senior Credit Facility for the purchase. The gain on repurchase and retirement has been included in Other income (expense) on the Statement of Operations. The following information summarizes the Company's significant contractual cash obligations and other commercial commitments at September 29, 2002:

The Company's liquidity is affected by both the cyclical nature of its business and levels of net sales to its major customers. The Company's ability to meet its working capital and capital expenditure requirements and debt obligations will depend on its future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors, certain of which are beyond its control. However, the Company believes that its existing borrowing ability and cash flow from operations will be sufficient to meet its liquidity requirements in the foreseeable future. ENVIRONMENTAL: There are currently no material environmental issues related to the Company of which management is aware. MARKET RISK FOREIGN CURRENCY RISK QUANTITATIVE AND QUALITATIVE ANALYSIS A portion of the Company's operations consists of manufacturing and sales activities in foreign jurisdictions. The Company manufactures its products in the United States and Canada and sells the products in those markets as well. As a result, the Company's financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which the Company distributes its products. The Company's operating results are exposed to changes in exchange rates between the U.S. dollar and the Canadian dollar. In Canada the Company operates in both the U.S. and the Canadian dollar, and is funded by a U.S. dollar loan from the parent Company. The Company's Canadian operation's functional currency is the U.S. dollar. The Company is exposed to exchange gains or losses on current assets and liabilities denominated in the Canadian dollar. As of September 29, 2002, the Company's net assets subject to foreign currency translation risk is $1.5 million. The potential loss from a hypothetical 10% adverse change in quoted foreign currency exchange rates would be approximately $150 thousand. INTEREST RATE RISK DERIVATIVE FINANCIAL INSTRUMENTS In May 2000 the Company entered into an interest rate swap agreement to manage its exposure to fluctuations in interest rates. The swap was based on a notional amount of $50 million. In November 2000 the Company entered into an interest rate collar agreement with the bank counterparty. The collar was based on a notional amount of $50 million. In June 2001 the Company cancelled the interest rate swap entered into in May 2000 in exchange for entering into a new swap agreement. The new swap is also based on a notional amount of $50 million. The Company pays to the bank counterparty based on a rate of three-month LIBOR plus 5.30% through January 2007, except in circumstances described in the following paragraph. The Company receives from the bank counterparty based on a rate of 10.75%. The swap is cancelable by the bank counterparty in January 2004 and every six months thereafter. Upon cancellation the Company is required to pay to or receive from the bank counterparty the negative or positive value of the swap, respectively. Also in June 2001 the Company replaced the interest rate collar agreement entered into in November 2000 with a new interest rate collar through the bank counterparty. The new collar is based on a notional amount of $50 million. Under the new collar, through January 2004, if three-month LIBOR falls below 3.5% the Company pays to the bank counterparty based on a fixed interest rate of 10.5%. If three-month LIBOR exceeds 7.1%, the Company receives payment from the bank counterparty based on the difference between effective three-month LIBOR and 7.1%. From January 2004 through January 2007, if three-month LIBOR falls below 4.75% the Company pays to the bank counterparty based on a the difference between three-month LIBOR and 4.75%. If three-month LIBOR exceeds 7.1%, the Company receives payment from the bank counterparty based on the difference between effective three-month LIBOR and 7.1%. The new interest rate collar is not cancellable until 2007. As of September 29, 2002, the Company has recorded $3.1 million related to revaluing this instrument on a mark-to-market basis. The liability is classified with accrued liabilities on the balance sheet. As a result of the above instruments, the Company has converted $50 million of fixed rate borrowings (10.75%) to a variable rate of three-month LIBOR plus 5.3%, subject to a cap of 12.4% and a floor of 8.8%. The Company paid an upfront premium of $200 thousand and forgave an interest receivable payment related to the May 2000 interest rate swap agreement of approximately $300 thousand due from the bank counterparty to initiate the interest rate swap and collar changes in June 2001 described above. QUALITATIVE AND QUANTITATIVE ANALYSIS The Company's variable interest expense is sensitive to changes in the general level of U.S. interest rates. Some of the Company's interest expense is fixed through long-term borrowings to mitigate the impact of such potential exposure.

*$50 million of such borrowings have been essentially converted to variable interest rates through the derivative instruments previously discussed. Item 8. Financial Statements and Supplementary Data The response to this item is submitted as a separate section of this Form 10-K. See Item 14. 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 Registrant The names and ages of all executive officers and directors of the Company as of September 30, 2001 are as follows:

Directors of the Company are elected each year at the Annual Meeting of Stockholders to serve for the ensuing year or until their successors are elected and qualified. The officers of the Company are elected each year at the Annual Meeting of the Board of Directors to serve for the ensuing year or until their successors are elected and qualified. Each of the directors of the Company has had the same principal occupation during the past five years except for the following. - On November 27, 2001, Richard Nash resigned as Chief Executive Officer and simultaneously became co-Chairman with Joe Balous. Mssrs. Nash and Balous continue to take an active role in the day to day operations of the Company. - On November 27, 2001, the Company elected Alan Johnson as its President and Chief Executive Officer. Mr. Johnson has a wealth of experience in the automotive industry. In 2000 and 2001 he served as Executive Vice President-Americas and Asia at Federal-Mogul Corporation and prior thereto in 1999 and 2000 served as President and Chief Operating Officer of Exide Corporation. Item 11. Executive Compensation The following table sets forth the compensation paid to each of the Company's five highest paid executive officers and significant employees for fiscal year 2002. SUMMARY COMPENSATION TABLE

This table does not include any value that might be attributable to certain job related benefits, the amount of which for any executive officer does not exceed the lesser of $50,000 or 5% of combined salary and bonus for such executive officer. (1) Represents contributions to the Company's 401 (k) plan. (2) Consulting fees paid to a management company owned by Joe Balous. (3) Represents sales commission paid to a company owned by such individual. (4) Represents club dues and miscellaneous expenses included in employee's W-2. The Company does not pay director fees to its two directors. The Company does not have a Compensation Committee and Messrs. Nash and Balous participate in all deliberations concerning executive officer compensation. Item 12. Security Ownership of Certain Beneficial Owners and Management All of the outstanding capital stock of the Company is owned beneficially and equally by Messrs. Richard J. Nash and Joe Balous. Item 13. Certain Relationships and Related Transactions. The Company and its two stockholders entered into a stock redemption agreement which provides that upon the death of either stockholder, the Company is required to purchase, and their respective estates are required to sell, all of the capital stock of the Company owned by such stockholder, as the case may be, at a price equal to $25.0 million, which amount would be payable upon receipt of the proceeds of life insurance policies owned by the Company on each of the lives of the stockholders. The Company maintains life insurance policies of $17.0 million on the life of Mr. Nash and $25.0 million on the life of Mr. Balous. The annual premiums for such policies of insurance are approximately $1.3 million. During fiscal year 2002, the Company acquired certain assets and the booked business of Security Plastics West, Ltd., located in McAllen, Texas. As part of the transaction the Company is leasing the building and real estate in McAllen from a company majority owned by LDM's two shareholders. The leased facility is 73,000 square feet and annual rentals approximate $300 thousand. The lease has an initial term of 8 years with an option to renew at the end of the initial lease term. In fiscal year 2002, the Company paid rentals for the McAllen manufacturing facility of approximately $190 thousand. In the past, the Company paid consulting fees to a management company owned by Joe Balous. The nature of the services performed by Mr. Balous were development of corporate policy and strategic planning, integration of recent acquisitions, and overseeing facilities construction and leasehold improvements. In fiscal year 2002, Mr. Balous became an employee of the Company to perform similar services. As a result, the Company no longer pays consulting fees to the management company. It is the Company's policy to continue future transactions with its affiliates as long as the terms of such transactions are fair and reasonable and no less favorable to the Company than could have been obtained through arms-length negotiations with an independent third party. Item 14. Controls and Procedures. Within the 90 days prior to the date of this report, an evaluation was performed under the supervision and with the participation of the Company's management, including the CEO and CFO, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures are effective in causing the material information required to be disclosed by the Company in the reports that it files or submits under the Securities Act of 1934 to be recorded, processed, summarized and reported, to the extent applicable, within the time periods specified in the Securities and Exchange Commission's rules and forms. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date the Company carried out its evaluation. PART IV Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) The following documents are filed as a part of this report: 1. Financial Statements The following consolidated financial statements of LDM Technologies, Inc. and subsidiaries are filed herewith: Consolidated Balance Sheets at September 29, 2002 and September 30, 2001. Consolidated Statements of Operations for each of the years in the three-year period ended September 29, 2002. Consolidated Statements of Stockholders' Equity for each of the years in the three-year period ended September 29, 2002. Consolidated Statements of Cash Flows for each of the years in the three-year period ended September 29, 2002. Notes to Consolidated Financial Statements. All Schedules have been omitted because they are not applicable or are not required or the information to be set forth therein is included in the Consolidated Financial Statements or Notes thereto. EXHIBITS The Exhibits marked with one asterisk below were filed as Exhibits to the Registration Statement of the Company on Form S-4 (No. 333-21819). The Exhibit marked with two asterisks below was filed as an Exhibit to the Form 8-K of the Company dated September 30, 1997. The exhibits marked with three asterisks below were filed as Exhibits to the Form 10-K of the Company dated December 27, 1999. The exhibits marked with four asterisks below were filed as Exhibits to the Form 10-K of the Company dated December 21, 2001. These are incorporated herein by reference, the Exhibit numbers in brackets being those in such Registration Statement, Form 10-K or Form 8-K Report. EXHIBIT NUMBER DESCRIPTION OF EXHIBITS 3.1 Articles of Incorporation of LDM Technologies, Inc. (the "Company"), as amended [3.1]* 3.2 By-laws of the Company [3.5]* 4.1 Indenture dated as of January 15, 1997 by and among the Company, LDM Holdings, LDM Partnership, LDM Canada and IBJ Schroder Bank & Trust Company, as Trustee [4.1]* 4.2 Form of 10 3/4% Senior Subordinated Note Due 2007, Series B [4.2]* 4.3 Form of Guarantee [4.3]* 10.2 Intellectual Property Security Agreement dated as of January 22, 1997 made by the Company in favor of BankAmerica, as Agent for Lenders [10.4]* 10.3 Stock Purchase Agreement among the Company and the various stockholders of Kenco Plastics, Inc., a Michigan corporation, and Kenco Plastics, Inc., a Kentucky corporation, and Narens Design & Engineering Co., a Michigan corporation, dated September 30, 1997 [1].** 10.4 Asset Purchase Agreement between LDM Technologies, Inc. (a Michigan corporation) and DBM Technologies, LLC (a Michigan limited liability company) dated December 31, 1998.*** 10.5 Asset Purchase Agreement between GL Industries, Inc. (an Indiana corporation) and New GLI, Inc. (an Indiana corporation) dated April 15, 1999.*** 11 Amended and Restated Loan and Security Agreement dated as of March 23, 2001 by and between the Company, as Borrower, and Bank of America N.A, as Agent for the Lenders**** 12 Amended and Restated Term Loan and Security Agreement dated as of March 23, 2001 by and between the Company, as Borrower, and Bank of America N.A., as Agent for the Lenders**** 13 Sale and Transfer Agreement of LDM Technologies GmbH by and between the Company, as Seller, and Robert Horvath, as Buyer, effective as of September 30, 2001**** 14 Terms of Employment for Alan C. Johnson as President and Chief Executive Officer of the Company, dated as of November 27, 2001**** 21 Subsidiaries and Affiliates of the Company 99.1 CEO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 CFO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K. The Company filed a Current Report on Form 8-K dated May 6, 2002, as to a Subordinated Bond Exchange Offer, Current Report of Form 8-K dated June 12, 2002 as to Supplement No. 1 to the Subordinated Bond Exchange Offer, Current Report on Form 8-K dated July 3, 2002 as to Supplement No. 2 to the Subordinated Bond Exchange Offer, and Current Report on Form 8-K dated July 31, 2002 as to termination of the Subordinated Bond Exchange Offer. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the sixth day of December, 2002. LDM TECHNOLOGIES, INC. By: /s/ Alan C. Johnson -------------------------- Alan C. Johnson (Chief Executive Officer) By: /s/ Gary E. Borushko -------------------------- Gary E. Borushko (Chief Financial Officer) By: /s/ Brad N. Frederick -------------------------- Brad N. Frederick (Principal Accounting 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 in the capacities indicated on December 10, 1997. Signature Title --------- ----- /s/ Joe Balous Director --------------------------- Joe Balous /s/ Richard J. Nash Director --------------------------- Richard J. Nash CERTIFICATION I, Alan C. Johnson certify that: 1. I have reviewed this annual report on Form 10-K of LDM Technologies, Inc ("the registrant"); 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a.) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b.) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c.) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the registrant's board of directors: a.) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and b.) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The Company's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. By: /s/ A.C. Johnson -------------------------- Alan C. Johnson Chief Executive Officer December 6, 2002 CERTIFICATION I, Gary E. Borushko certify that: 1. I have reviewed this annual report on Form 10-K of LDM Technologies, Inc ("the registrant"); 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and c. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the registrant's board of directors: a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The Company's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. By: /s/ G.E. Borushko -------------------------- Gary E. Borushko Chief Financial Officer December 6, 2002 Report of Independent Auditors Board of Directors of LDM Technologies, Inc. We have audited the accompanying consolidated balance sheets of LDM Technologies, Inc. as of September 29, 2002 and September 30, 2001, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended September 29, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of LDM Technologies, Inc. at September 29, 2002 and September 30, 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended September 29, 2002 in conformity with accounting principles generally accepted in the United States. As discussed in Note 1 to the financial statements, effective October 1, 2001, the Company elected to early adopt Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." Detroit, Michigan /s/ ERNST & YOUNG LLP November 12, 2002 LDM Technologies, Inc. Consolidated Balance Sheets (in thousands, except share and per share data)

See accompanying notes. F2 LDM Technologies, Inc. Consolidated Statements of Operations (in thousands)

See accompanying notes. F3 LDM Technologies, Inc. Consolidated Statements of Stockholders' Equity (in thousands except common shares and common stock)

F4 LDM Technologies, Inc. Consolidated Statements of Cash Flows (in thousands)

See accompanying notes. F5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) 1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The consolidated financial statements include the accounts of LDM Technologies, Inc. (the "Company") and its subsidiaries, LDM Holdings Canada, Inc., LDM Technologies Company ("LDM Canada"), LDM Technologies, GmbH ("LDM Germany"), LDM Holdings Mexico, Inc. and LDM Technologies, S.de R.L. ("LDM Mexico"). All subsidiaries are wholly owned with the exception LDM Mexico (99% owned). As of September 24, 2000, the Company, LDM Canada and LDM Germany were the only subsidiaries which were still in operation. As of September 30, 2001, the Company sold its shares in LDM Germany. As a result, for the year ended September 30, 2001, LDM Germany is consolidated in the Statements of Operations and Cash flows, but not the Balance Sheet. For the year ended September 29, 2002, the only remaining operating consolidated entities are LDM Technologies, Inc. and LDM Canada. Sunningdale Precision Industries Ltd ("Sunningdale") is a Singapore based injection molder of which the Company owns 22%. DBM Technologies, LLC ("DBM") is a minority owned blowmolding concern formed December 31, 1998, of which the Company owns 49%. Sunningdale and DBM are accounted for under the equity method. As of September 30, 2001 all investments and loans to DBM were written off the Company's balance sheet through equity losses. All intercompany accounts and transactions have been eliminated in consolidation. DESCRIPTION OF BUSINESS The Company's domestic automotive operations are conducted through divisions and, in Canada, through LDM Canada. Such operations principally consist of manufacturing of molded plastic interior and exterior trim, under-the-hood, and powertrain components for sale principally to several North American automobile manufacturers and their suppliers. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FISCAL YEAR The Company operates with a 52/53 week fiscal year ending on the last Sunday in September. The fiscal years ended September 29, 2002 and September 24, 2000 included 52 weeks. The fiscal year ended September 30, 2001 included 53 weeks. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. RECLASSIFICATION The Company incurs certain expenditures at its plant locations. In the past, these expenditures have been classified as selling, general and administrative expenses. The Company believes that these expenditures are more accurately characterized as cost of sales expenses as they directly support manufacturing activities within the manufacturing facilities. As a result, these expenses have been reclassified from selling, general and administrative expenses to cost of sales. There was no impact to net earnings or equity resulting from this reclassification. F6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) GOODWILL Goodwill totaled $50.2 million at September 29, 2002 and represented approximately 19.5% of total assets. The majority of the goodwill resulted from the acquisitions of Molmec, Inc. and Huron Plastics Group, Inc. which were completed in fiscal year 1997 and fiscal year 1998, respectively. Effective October 1, 2001, the Company elected to early adopt Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. Under the new standard, goodwill is no longer amortized but is subject to annual impairment tests in accordance with the Statement. Application of the non-amortization provision of Statement No. 142 resulted in an increase of $4.6 million to pretax income for the year ended September 29, 2002. Under Statement No. 142 the Company estimates the fair value of each of its reporting units with goodwill. Estimated fair value was based upon discounted cash flows. The results of the Company's Statement No. 142 analysis indicate that no reduction in goodwill is required. Statement No. 142 requires the Company to perform impairment tests of goodwill on an annual basis (or more frequently if impairment indicators exist). DEBT EXTINGUISHMENT The Company has adopted SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections." This Statement, among other things, removes the requirement that gains and losses from the extinguishment of debt be classified as extraordinary. See Note 7 for the amount and classification of certain debt extinguishments in 2002. FOREIGN CURRENCY TRANSLATION As a result of a U.S. dollar based financing and the volume of U.S. dollar denominated sales and operating costs, the Company has determined that the functional currency of LDM Canada continues to be the U.S. dollar. Accordingly, long lived assets and intercompany debt has been translated at the historical rate and exchange differences arising on translation have been included in operations. Through 2001 accumulated other comprehensive income consisted of translation adjustments for LDM Germany (for which the local currency was the functional currency). RESEARCH AND DEVELOPMENT COSTS The Company and its subsidiaries expense research and development costs as incurred. Such amounts were $79, $1,319 and $526 for 2002, 2001 and 2000, respectively. ALLOWANCE FOR DOUBTFUL ACCOUNTS The following is a roll-forward of the Company's allowance for doubtful accounts:

INVENTORIES Inventories are stated at the lower of cost or market using the first-in, first-out method. Inventories at September 29, 2002 and September 30, 2001 consist of the following:

F7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) PREPRODUCTION COSTS Preproduction design and development costs are expensed as incurred except in circumstances when contractual reimbursement arrangements exist. REVENUE RECOGNITION The Company and its consolidated subsidiaries recognize revenue when legal title transfers to the customer, generally when goods are shipped to the customer. Shipping and handling costs are included in cost of sales. DEPRECIATION AND AMORTIZATION Depreciation of property, plant and equipment is determined principally using the straight-line method based upon the following estimated useful lives:

Leasehold improvements are amortized using the straight-line method over the useful life of the improvement or the term of the lease, whichever is less. IMPAIRMENT OF LONG-LIVED ASSETS Impairment losses are recorded on long-lived assets used in operations when indicators (i.e. recurring operating losses, negative cash flows, etc.) of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the asset's carrying amount. If so, impairment losses are then determined by comparing estimated fair value or discounted cash flows to the related asset's carrying amount. FAIR VALUES OF FINANCIAL INSTRUMENTS Cash and cash equivalents: The carrying amount reported in the balance sheet for cash and cash equivalents approximates its fair value. Short and long-term debt: The carrying amounts of the Company's borrowings under its short-term revolving credit agreements approximate their fair value. The Company's Senior Subordinated Notes carry fixed interest rates. Salomon Smith Barney, Inc. currently makes a market for the Notes. As of September 29, 2002, the average of the bid and asking price was 79.0 resulting in a fair market value of $84.1 million compared to the stated value of $106.4 million. The remainder of the Company's long-term debt carries variable interest rates and, accordingly, the carrying amount approximates fair value. DERIVATIVE FINANCIAL INSTRUMENTS In May 2000 the Company entered into an interest rate swap agreement to manage its exposure to fluctuations in interest rates. The swap was based on a notional amount of $50 million. In November 2000 the Company entered into an interest rate collar agreement with the bank counterparty. The collar was based on a notional amount of $50 million. F8 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) In June 2001 the Company cancelled the interest rate swap entered into in May 2000 in exchange for entering into a new swap agreement. The new swap is also based on a notional amount of $50 million. The Company pays to the bank counterparty based on a rate of three-month LIBOR plus 5.30% through January 2007, except in circumstances described in the following paragraph. The Company receives from the bank counterparty based on a rate of 10.75%. The swap is cancelable by the bank counterparty in January 2004 and every six months thereafter. Upon cancellation the Company is required to pay to or receive from the bank counterparty the negative or positive value of the swap, respectively. Also in June 2001 the Company replaced the interest rate collar agreement entered into in November 2000 with a new interest rate collar through the bank counterparty. The new collar is based on a notional amount of $50 million. Under the new collar, through January 2004, if three-month LIBOR falls below 3.5% the Company pays to the bank counterparty based on a fixed interest rate of 10.5%. If three-month LIBOR exceeds 7.1%, the Company receives payment from the bank counterparty based on the difference between effective three-month LIBOR and 7.1%. From January 2004 through January 2007, if three-month LIBOR falls below 4.75% the Company pays to the bank counterparty based on a the difference between three-month LIBOR and 4.75%. If three-month LIBOR exceeds 7.1%, the Company receives payment from the bank counterparty based on the difference between effective three-month LIBOR and 7.1%. The new interest rate collar is not cancellable until 2007. As a result of the above instruments, the Company has essentially converted $50 million of fixed rate borrowings (10.75%) to a variable rate of three-month LIBOR plus 5.3%, subject to a cap of 12.4% and a floor of 8.8%. The Company paid an upfront premium of $200 and forgave an interest receivable payment related to the May 2000 interest rate swap agreement of approximately $300 due from the bank counterparty to initiate the interest rate swap and collar changes in June 2001 described above. The Company adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended ("FAS 133"), as of September 25, 2000. The effect upon adoption was not material. Under FAS 133, fair values of the swap and the collar are reported on the balance sheet with changes in fair value reported in the statement of operations. Accordingly, the Company has reflected the fair value of these derivatives as a liability of $3,149 at September 29, 2002 which is included as a component of accrued liabilities. The change in fair value for the year ended September 29, 2002 and September 30, 2001 resulted in an expense of $1,641 and $2,045, respectively, which has been included as a component of other income (expense), net. 2. ACQUISITION, JOINT VENTURE AND DIVESTITURE On February 11, 2002, the Company acquired certain assets and the booked business of Security Plastics West, Ltd., located in McAllen, Texas, for approximately $3.8 million. Assets purchased included accounts receivable of approximately $1.9 million, inventory of approximately $1.0 million and machinery and equipment of approximately $900 thousand. The acquisition was funded through available borrowings on the Company's line of credit. Net sales of approximately $7.9 million and gross margin of approximately $1.3 million, related to the McAllen facility since the acquisition date, have been included in the Company's results. On September 30, 2001, the Company sold its German subsidiary. Proceeds from the sale were immaterial. As a result of the sale, the Company recognized a gain of $553. Net sales and net loss for fiscal year 2001 were $19.7 million and $2.3 million, respectively. Net sales and net loss for fiscal year 2000 were $27.2 million and $4.8 million, respectively. The Company owns 49% of DBM. On December 8, 1999, the Company sold certain machinery and equipment, which previously had been leased by DBM, to DBM for $10.3 million, the approximate net book value of the machinery and equipment. Proceeds from the sale were comprised of $8.3 million in cash and an additional $2.0 million subordinated note payable to the Company from DBM. F9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) DBM's new senior lender required the Company to subordinate all amounts due from DBM at the time of refinancing. As a result, a previous subordinated note payable was canceled and replaced with a new subordinated note payable approximating $5.6 million. This amount is comprised of the $2.0 million related to the machinery and equipment purchase, $1.9 million related to the original subordinated note payable plus accrued interest, and $1.7 million related to unpaid machinery and equipment rentals and miscellaneous other unpaid trade amounts. The new subordinated note payable bears interest at 9.5% and is payable in equal quarterly installments over five years. As of September 29, 2002, no such amounts have been paid. No interest income is being recognized for these notes. As a result of the relatively small amount of equity contributed to DBM by the majority party, the Company retained substantially all of the risks of ownership. The investment is treated as an equity investment for accounting purposes, but the Company recorded 100% of the joint venture losses as equity losses up to its investment and subordinated loan amounts. Such losses recognized by the Company were $1,341 and $3,600 for 2001 and 2000, respectively and have been reflected in the consolidated financial statements as a component of Equity in losses of affiliates, net. As of September 30, 2001 the Company had written off all investments in and receivables from DBM through equity losses. Equity income was not recorded by the Company in fiscal 2002 due to DBM's continued equity deficit. 3. SEGMENT AND CUSTOMER DATA The Company operates in one industry; automotive components. The Company's automotive components operations include the design and manufacture of plastic injection molded products for certain original equipment manufacturers of cars, minivans and sport utility vehicles. The Company's automotive products include exterior and interior trim, under-the-hood components, and powertrain components. For the purpose of FAS 131, "Disclosures about Segments of an Enterprise and Related Information," the Company is presented as one segment, automotive components. The following provides a summary of selected financial information by geographic area:

(a) Revenues are attributed to countries based on point of manufacturing. F10 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) During the years ended September 2002, 2001, and 2000, approximately 98% of consolidated sales were to customers in the automotive industry. Following is a summary of customers that accounted for more than 10% of consolidated net sales as of each fiscal year end:

4. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

5. PROPERTY, PLANT AND EQUIPMENT At September 29, 2002 and September 30, 2001, property, plant and equipment consists of the following:

Depreciation expense was $19,704, $18,870, and $18,287 for 2002, 2001 and 2000, respectively. 6. LINES OF CREDIT AND REVOLVING DEBT On March 23, 2001, the Company amended and restated its Senior Credit Facility and Term Loan Facility. As part of the transaction, approximately $10 million of additonal Term Loan financing was acquired. Proceeds from the Term Loan financing were used to pay down amounts outstanding on its Senior Credit Facility. The amended and restated Senior Credit Facility will expire on January 21, 2005. The Senior Credit Facility provides for the issuance of commercial and stand-by letters of credit up to a portion of the $63,000 availability. The Senior Credit Facility is subject to interest at a Base or LIBOR Rate plus a variable margin as set forth in the loan agreement; and provides that the Company will pay an issuance fee with respect to letters of credit based on a percentage of the full amount of such letters of credit, and an unused line fee equal to 0.375% of the unused portion of the Senior Credit Facility. The Senior Credit Facility contains customary covenants, including financial covenants relating to, among other things, fixed charge coverage ratios, capital expenditure limitations and profitability. F11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) The Company had borrowings outstanding under the Senior Credit Facility at September 29, 2002 and September 30, 2001 of $20,079 and $18,181, respectively. Additional borrowings available under the Senior Credit Facility were $31,486 and $12,500 at September 29, 2002 and September 30, 2001, respectively. At September 29, 2002, the Senior Credit Facility is secured by substantially all of the assets of the Company and its guarantors (LDM Holding Canada, Inc. and LDM Technologies Company). The weighted average interest rate on all short-term borrowings as of September 29, 2002 and September 30, 2001 was 4.27% and 5.65%, respectively. 7. LONG-TERM DEBT On January 22, 1997, the Company issued, in a private placement, 10 3/4% Senior Subordinated Notes due 2007, Series A, with an aggregate principal amount of $110,000 (the "Notes"). The Indenture under which the Notes were issued contains certain covenants, including limitations on the following matters: (i) the incurrence of additional indebtedness, (ii) the issuance of preferred stock by subsidiaries, (iii) the creation of liens, (iv) restricted payments, (v) the sales of assets and subsidiary stock, (vi) mergers and consolidations, (vii) payment restrictions affecting subsidiaries and (viii) transactions with affiliates. Interest on the Notes is payable semi-annually at 10 3/4%. The Notes are subject to redemption on or after January 15, 2002, at the option of the Company, in whole or in part, at redemption prices ranging from 105.375% to 100% of the principal amount. At September 29, 2002 the Notes are guaranteed by certain subsidiaries of the Company, namely LDM Holding Canada, Inc. and LDM Canada, but not by LDM Mexico. Supplemental financial information for the guarantor and non-guarantor subsidiaries is disclosed in Note 13. On August 20, 2002, the Company repurchased and retired $3.6 million face value of the Notes for $2.8 million plus accrued interest. The Company used available borrowings under its Senior Credit Facility for the purchase. The gain on repurchase and retirement has been included in Other income (expense) on the Statement of Operations. The Notes rank subordinate in right of payment to all existing and future Senior Debt. The Company has a letter of credit that secures its $8,800 Multi-Option Adjustable Rate Notes with an aggregate principal amount of $7,180 at September 29, 2002. The Company also issued a letter of credit on acquisition of Molmec to back Molmec's Variable Rate Demand Limited Obligation Revenue Bonds with an aggregate principal amount of $1,410 at September 29, 2002. F12 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) On March 23, 2001, the Company amended and restated its Term Loan Facility. The initial balance of the amended and restated Term Loan Facility was $44,242. The loan is repayable in monthly installments of $649, in addition to an annual payment due the first day of the fourth month after the end of each fiscal year of 50% of any excess cash flow (as defined in the loan agreement) for such fiscal year. The amended and restated Term Loan Facility will expire on January 21, 2005. The Term Loan Facility is subject to interest at a Base or LIBOR Rate plus a variable margin as set forth in the loan agreement. At September 29, 2002, the Term Loan Facility is secured by substantially all of the assets of the Company and its guarantors (LDM Holding Canada, Inc. and LDM Canada). The Company had borrowings outstanding under the Term Loan Facility of $35,202 and $44,242 at September 29, 2002 and September 30, 2001, respectively. Long-term debt at September 29, 2002 and September 30, 2001 consists of the following:

Annual maturities of long-term debt are as follows:

Debt issue costs are amortized over the term of the associated debt. F13 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) 8. OTHER RELATED PARTY TRANSACTIONS The Company had a consulting arrangement with a company owned by one of its shareholders in which payments are made for consulting services rendered. Amounts paid for these services are included in selling, general and administrative expenses and were $1,588 and $1,800 for the fiscal years ended September 30, 2001 and September 24, 2000, respectively. In fiscal year 2002, no payments were made to this consulting company as the shareholder has become an employee of the Company to provide the same services. During fiscal year 2002, the Company acquired certain assets and the booked business of Security Plastics West, Ltd., located in McAllen, Texas. As part of the transaction the Company is leasing the building and real estate in McAllen from a company majority owned by LDM's two shareholders. The leased facility is 73,000 square feet and annual rentals approximate $300. The lease has an initial term of 8 years with an option to renew at the end of the initial lease term. In fiscal year 2002, the Company paid rentals for the McAllen manufacturing facility of approximately $190. See discussion regarding stock redemption agreement in footnote 11. 9. INCOME TAXES The Company's provision for income taxes for the years ended September 29, 2002, September 30, 2001, and September 24, 2000 is comprised of the following:

F14 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) Deferred income taxes are provided for the temporary differences between the financial reporting basis and tax basis of the Company's assets and liabilities. At September 29, 2002 and September 30, 2001 deferred tax assets and liabilities are comprised of the following:

As of September 24, 2000, the valuation allowance for deferred tax assets was $344. As of September 29, 2002 and September 30, 2001, the classification of net deferred income taxes is summarized as follows:

F15 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) A reconciliation of the Company's income tax expense at the federal statutory tax rate to the actual income tax expense follows:

For Canadian income tax purposes, approximately $5,009 of net operating losses are available at September 29, 2002 for carryover against taxable income in future years. These carryovers expire at various dates through 2009. As of September 29, 2002 a valuation allowance of $1,132 was recorded related to the Canadian net deferred tax asset. For U.S. tax purposes, the alternative minimum tax credits do not expire. 10. RETIREMENT AND PROFIT SHARING PLANS The Company provides defined contribution retirement plans to substantially all employees of LDM Technologies, Inc. Contributions by the Company, which are different for each individual plan, are based on matching 50% of employees' contributions, up to a maximum range of 3-4 % of earnings or five hundred to one thousand dollars. Costs under the plans amounted to $368 and $863 in 2001 and 2000, respectively. The Company suspended its 50% match of employee contribution in 2001 to mitigate the effects of a softening automotive market. Management intends to reinstate the Company match in fiscal year 2003 if favorable market conditions are in place. 11. COMMITMENTS AND CONTINGENCIES RESTRUCTURING The Company incurred $1.1 million of expenses associated with employee severance at LDM Canada during fiscal year 2002 that have been included as a component of cost of goods sold. The employee severance relates to the downsizing of the facility from three shifts to one shift as certain unprofitable product lines were exited. The severence costs accrued relate to approximately 345 employees. LEASES The Company leases certain of its facilities, furniture and fixtures, and equipment. Rental expense, including short-term cancelable leases, approximated $13,295, $11,653 and $6,639 for the years ended September 29, 2002, September 30, 2001 and September 24, 2000, respectively. Future commitments under noncancelable operating leases are as follows:

F16 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) STOCK REDEMPTION AGREEMENT The Company and its two shareholders are party to a binding stock redemption agreement. Upon the death of either shareholder, the Company is required to purchase and the shareholder's estate is required to sell all of the shareholder's stock at a price equal to $25,000. This amount payable includes the proceeds of the life insurance policies owned by the Company on the shareholder's life. Any shortfall between the insurance proceeds and the amount payable to the shareholder's estate will require funding by the Company, subject to restrictions in the Company's loan agreements. The Company maintains life insurance policies of $17.0 million on the life of Mr. Nash and $25.0 million on the life of Mr. Balous. The annual premiums for such policies of insurance are approximately $1.3 million. The Company is prohibited from assigning, pledging or borrowing against these life insurance policies without the consent of the insured shareholder. The Agreement may be terminated by mutual agreement of all parties. CONTINGENCIES Environmental Matters There are currently no material environmental issues related to the Company of which management is aware. LITIGATION The Company accrues contingent liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Such accruals are based on developments to date, the Company's estimates of the outcomes of these matters and its experience in contesting, litigating and settling other matters. As the scope of the liabilities becomes better defined, there will be changes in the estimates of future costs; however, the Company does not believe any such changes will have a material effect on the Company's future results of operations and financial condition or liquidity. 12. UNCONSOLIDATED AFFILIATES The Company has a less than fifty percent equity interest in DBM of which the Company owns 49%, and Sunningdale of which the Company owns 22% as of September 30, 2001. These significant investments are accounted for under the equity method. Equity earnings/loss are reported as equity in losses (income) of affiliates, net on the operating statement, and as equity investments in affiliates on the balance sheet. Financial information on the Company's significant equity method investments, Sunningdale and DBM, is as follows:

F17 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED)

** limited to investments in and receivables from DBM. Equity income in DBM was not recorded by the Company in fiscal year 2002 due to DBM's continued equity deficit. See also Note 2. * See Note 2. As of September 29, 2002, the cumulative amount of the equity earnings recognized in operations and included in retained earnings was $6,563 for Sunningdale and ($7,367) for DBM. No other equity method investment was significant for 2001 or 2002. 13. SUPPLEMENTAL GUARANTOR INFORMATION The $110 million 10 3/4% Senior Subordinated Notes due 2007, the Senior Credit Facility, the standby letters of credit with respect to the $8.8 million Multi-Option Adjustable Rate Notes, the $4.4 million Variable Rate Demand Limited Obligation Revenue Bonds and the Senior Term and Capital Expenditures Line of Credit are obligations of LDM Technologies, Inc. The obligations are guaranteed fully, unconditionally and jointly and severally by LDM Canada and certain holding companies as described in note 7. Effective September 30, 2001 as discussed in Note 2, the Company sold its ownership shares in LDM Germany. As of September 29, 2002 there are no non-guarantor subsidiaries remaining. Supplemental consolidating financial information of LDM Technologies, Inc., LDM Canada (including the related holding company guarantors) and LDM Germany (the "non-guarantor subsidiaries") is presented below. Investments in subsidiaries are presented on the equity method of accounting. Separate financial statements of the guarantors are not provided because management has concluded that the summarized financial information below provides sufficient information to allow investors to separately determine the nature of the assets held by and the operations of LDM Technologies, Inc., and the guarantor and non-guarantor subsidiaries. F18 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) 13. SUPPLEMENTAL GUARANTOR INFORMATION (CONTINUED) CONSOLIDATING BALANCE SHEET AT SEPTEMBER 29, 2002

F19 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) 13. SUPPLEMENTAL GUARANTOR INFORMATION (CONTINUED) CONSOLIDATING BALANCE SHEET AT SEPTEMBER 30, 2001

F20 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) 13. SUPPLEMENTAL GUARANTOR INFORMATION (CONTINUED) CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 29, 2002

F21 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) 13. SUPPLEMENTAL GUARANTOR INFORMATION (CONTINUED) CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 30, 2001

F22 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) 13. SUPPLEMENTAL GUARANTOR INFORMATION (CONTINUED) CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 24, 2000

F23 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) 13. SUPPLEMENTAL GUARANTOR INFORMATION (CONTINUED) CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED SEPTEMBER 29,2002

F24 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) 13. SUPPLEMENTAL GUARANTOR INFORMATION (CONTINUED) CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED SEPTEMBER 30, 2001

F25 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN 000'S, UNLESS OTHERWISE NOTED) 13. SUPPLEMENTAL GUARANTOR INFORMATION (CONTINUED) CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED SEPTEMBER 24, 2000

F26 EXHIBIT INDEX EXHIBIT NO. EXHIBIT DESCRIPTION 21 Subsidiaries and Affiliates of the Company 99.1 CEO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.2 CFO Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

LDM TECHNOLOGIES INC 10-K