UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2005~~2007


o		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 1-12733

~~TOWER~~TA ~~AUTOMOTIVE~~DELAWARE, INC.

(Exact name of Registrant as specified in its charter)

Delaware		41-1746238
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
27175 Haggerty Road Novi, Michigan		48377
(Address of principal executive offices)		(Zip Code)

27175 Haggerty Road		48377
Novi, Michigan		(Zip Code)
(Address of principal executive offices)

(248) 675-6000
(Registrant’s telephone number, including area code)

Tower Automotive, Inc., 27175 Haggerty Road, Novi, MI 48377 (~~248~~Former name, former address and former fiscal year, if changed since last report) ~~675-6000~~

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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, and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer ~~(as~~or a ~~defined~~non-accelerated filer. See definition of ”accelerated filer and large accelerated filer” in Rule ~~12b~~ 12(b)-2 of the Securities and Exchange Act).

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer þ

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12(b)-2 of the Securities and Exchange Act).

Yes o No þ

~~Indicate~~The bynumber ~~check~~of ~~mark~~shares ~~whether~~outstanding of the Registrant’s isCommon aStock, ~~shell~~par ~~company~~value ~~(as~~$0.01 ~~defined~~per inshare, ~~Rule~~at July ~~12b-2~~31, of2007 ~~the Exchange~~was ~~Act)~~58,755,341 shares.

~~Yes o No þ~~TA Delaware, Inc. Form 10-Q

The number of shares outstanding of the Registrant’s Common Stock, par value $.01 per share, at December 30, 2005, was 58,528,801 shares.

Tower Automotive, Inc. Form 10-Q

Table of Contents

PART I Financial Information
			Page
	Item 1.	Financial Statements:
PART I. Financial Information
		Condensed Consolidated Balance Sheets (unaudited) at September 30, 2005 and December 31, 2004
	Item 1.	Financial Statements (unaudited):
		Condensed Consolidated Statements of Operations (unaudited) for the Three Months and Nine Months Ended September 30, 2005 and 2004
		Condensed Consolidated Balance Sheets at June 30, 2007 and December 31, 2006		1
		Condensed Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2005 and 2004
		Condensed Consolidated Statements of Operations for Three and Six Months Ended June 30, 2007 and 2006		2
		Notes to Condensed Consolidated Financial Statements (unaudited)
		Condensed Consolidated Statements of Cash Flows for Six Months Ended June 30, 2007 and 2006		3
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
		Notes to Condensed Consolidated Financial Statements		4
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk See “Market Risk” section of Part I, Item 2
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		31
	Item 4.	Controls and Procedures
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		38
PART II Other Information
	Item 4.	Controls and Procedures		39
	Item 1.	Legal Proceedings
PART II. Other Information
	Item 6.	Exhibits
	Item 1.	Legal Proceedings		40
Signatures
	Item 1A.	Risk Factors		40
Fifth Amendment to Revolving Credit, Term Loan and Guaranty Agreement, Dated October 3, 2005
	Item 6.	Exhibits		40
Certification of the Chief Executive Officer Pursuant to Section 302
Signatures
Certification of the Chief Financial Officer Pursuant to Section 302
Certification of Post-Consummation Trust Administrator Pursuant to Rules 13a-15(e) and 15d-15(e)
Certification of the Chief Executive Officer Pursuant to Section 906
Certification Pursuant to Section 906
Certification of the Chief Financial Officer Pursuant to Section 906
Certification of the Post-Communication Trust Administrator Pursuant to Section 302
Certification of the Post-Communication Trust Administrator Pursuant to Section 906

PART 1 — FINANCIAL INFORMATION

ITEM 1. Financial Statements.

~~TOWER~~TA ~~AUTOMOTIVE~~DELAWARE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands — unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2007			December 31, 2006

ASSETS
Current assets:
Cash and cash equivalents	$	87,235		$	64,275
Accounts receivable		406,336			339,650
Inventories		110,665			107,186
Prepaid tooling and other		93,854			94,018
Assets of discontinued operations		—			24,738

Total current assets		698,090			629,867

Property, plant and equipment, net		915,237			952,942
Investments in joint ventures		262,167			253,170
Goodwill		173,902			169,617
Other assets, net		85,833			101,398

Total assets	$	2,135,229		$	2,106,994


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities not subject to compromise:
Current maturities of long-term debt and capital lease obligations	$	86,423		$	82,849
Current portion of debtor-in-possession borrowings		651,000			595,000
Accounts payable		368,021			345,296
Accrued liabilities		174,453			166,754
Liabilities of discontinued operations		—			20,503

Total current liabilities		1,279,897			1,210,402


Liabilities subject to compromise		1,282,648			1,284,782

Non-current liabilities not subject to compromise:
Long-term debt, net of current maturities		132,304			133,610
Capital lease obligations, net of current maturities		28,733			29,852
Other non-current liabilities		131,589			111,020

Total non-current liabilities		292,626			274,482


Stockholders’ deficit:
Common stock		666			666
Additional paid-in-capital		682,084			682,031
Accumulated deficit		(1,374,719	)		(1,308,906	)
Accumulated other comprehensive income		21,351			12,861
Treasury stock		(49,324	)		(49,324	)

Total stockholders’ deficit		(719,942	)		(662,672	)

Total liabilities and stockholders’ deficit	$	2,135,229		$	2,106,994

~~(Amounts~~The inaccompanying ~~thousands~~notes —are ~~unaudited)~~an integral part of these Condensed Consolidated Financial Statements.

	September 30, 2005			December 31, 2004
ASSETS
Current Assets:
Cash and cash equivalents	$	45,517		$	149,101
Accounts receivable		441,588			346,031
Inventories		139,112			159,034
Prepaid tooling and other		149,475			124,938
Total current assets		775,692			779,104
Property, plant and equipment, net		1,047,852			1,205,640
Investments in joint ventures		222,282			227,740
Goodwill		155,388			174,563
Other assets, net		119,860			173,727
Total assets	$	2,321,074		$	2,560,774
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities Not Subject to Compromise:
Current maturities of long-term debt and capital lease obligations	$	142,081		$	133,156
Accounts payable		322,198			638,118
Accrued liabilities		247,338			286,262
Total current liabilities		711,617			1,057,536
Liabilities subject to compromise		1,134,974			—
Non-Current Liabilities Not Subject to Compromise:
Long-term debt, net of current maturities		88,964			1,239,562
Debtor-in-possession borrowings		553,764			—
Convertible senior debentures		—			121,723
Obligations under capital leases, net of current maturities		30,048			36,823
Other noncurrent liabilities		242,612			226,062
Total noncurrent liabilities		915,388			1,624,170
Stockholders’ deficit:
Preferred Stock		—			—
Common stock		666			666
Additional paid-in-capital		681,264			681,084
Retained deficit		(1,024,761	)		(715,754	)
Deferred compensation plans		(7,146	)		(7,636	)
Accumulated other comprehensive loss		(41,604	)		(29,968	)
Treasury stock		(49,324	)		(49,324	)
Total stockholders’ deficit		(440,905	)		(120,932	)
Total liabilities and stockholders’ deficit	$	2,321,074		$	2,560,774

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

~~TOWER~~TA ~~AUTOMOTIVE~~DELAWARE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts — unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Revenues	$	663,353		$	677,473		$	1,281,804		$	1,348,231
Cost of sales		587,528			620,926			1,172,199			1,242,791

Gross profit		75,825			56,547			109,605			105,440
Selling, general and administrative expenses		33,267			33,044			65,226			67,081
Restructuring and asset impairment charges, net		18,324			28,342			24,151			30,864
Other operating income		—			—			—			(520	)

Operating income (loss)		24,234			(4,839	)		20,228			8,015
Interest expense (contractual interest of $48,835 and $95,798 in 2007 and $40,605 and $79,162 in 2006)		30,256			22,340			58,770			42,822
Interest income		(1,099	)		(756	)		(1,557	)		(1,212	)
Chapter 11 and related reorganization items		11,804			43,662			20,779			55,271

Loss before provision for income taxes, equity in earnings of joint ventures, and minority interest		(16,727	)		(70,085	)		(57,764	)		(88,866	)
Provision for income taxes		8,265			11,885			11,653			9,730

Loss before equity in earnings of joint ventures, and minority interest		(24,992	)		(81,970	)		(69,417	)		(98,596	)
Equity in earnings of joint ventures, net of tax		5,471			7,533			8,997			14,217
Minority interest, net of tax		(2,559	)		(2,206	)		(4,748	)		(3,172	)

Loss from continuing operations		(22,080	)		(76,643	)		(65,168	)		(87,551	)
Income (loss) from discontinued operations		—			1,258			(306	)		1,829

Net loss	$	(22,080	)	$	(75,385	)	$	(65,474	)	$	(85,722	)


Basic and diluted loss per share
Loss from continuing operations	$	(0.38	)	$	(1.31	)	$	(1.10	)	$	(1.49	)
Income (loss) from discontinued operations		—			0.02			(0.01	)		0.03

Net loss	$	(0.38	)	$	(1.29	)	$	(1.11	)	$	(1.46	)

Weighted average basic and diluted shares outstanding		58,866			58,661			58,778			58,657

~~(Amounts~~The inaccompanying ~~thousands,~~notes ~~except~~are ~~per~~an ~~share~~integral ~~amounts~~part —of ~~unaudited)~~these Condensed Consolidated Financial Statements.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Revenues	$	712,664		$	722,334		$	2,551,558		$	2,286,783
Cost of sales		688,602			689,950			2,383,316			2,125,040
Gross profit		24,062			32,384			168,242			161,743
Selling, general and administrative expenses		36,200			33,503			118,828			102,798
Restructuring and asset impairment charges, net		37,693			2,020			108,877			(3,283	)
Operating income (loss)		(49,831	)		(3,139	)		(59,463	)		62,228
Interest expense, net (Contractual interest of $39,644 and $136,370 in 2005)		21,510			36,061			87,523			105,409
Chapter 11 and related reorganization items		6,615			—			151,524			—
Unrealized gain on derivative		—			(5,710	)		—			(3,860	)
Loss before provision for income taxes, equity in earnings of joint ventures and minority interest		(77,956	)		(33,490	)		(298,510	)		(39,321	)
Provision (benefit) for income taxes		1,522			(12,700	)		17,344			(14,418	)
Loss before equity in earnings of joint ventures, minority interest and gain on sale of joint venture		(79,478	)		(20,790	)		(315,854	)		(24,903	)
Equity in earnings of joint ventures, net of tax		4,316			2,124			10,801			9,093
Minority interest, net of tax		(1,394	)		(1,552	)		(3,951	)		(4,779	)
Gain on sale of joint venture, net of tax		—			—			—			9,732
Net loss	$	(76,556	)	$	(20,218	)	$	(309,004	)	$	(10,857	)
Basic and diluted loss per share	$	(1.31	)	$	(0.35	)	$	(5.27	)	$	(0.19	)
Weighted average basic and diluted shares outstanding		58,643			58,293			58,646			57,901

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

~~TOWER~~TA ~~AUTOMOTIVE~~DELAWARE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands — unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months Ended June 30,
	2007			2006

OPERATING ACTIVITIES:
Net loss	$	(65,474	)	$	(85,722	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Non-cash Chapter 11 and related reorganization items, net		5,782			38,682
Non-cash restructuring and impairment, net		23,351			26,313
Depreciation		77,957			81,405
Deferred income tax benefit		6,525			(7,448	)
Equity in earnings of joint ventures, net		(8,997	)		(14,217	)
Non-cash minority interest		3,082			81
Change in working capital and other operating items		(26,649	)		(10,075	)

Net cash provided by operating activities		15,577			29,019


INVESTING ACTIVITIES:
Cash disbursed for purchases of property, plant and equipment		(47,666	)		(60,359	)
Cash proceeds from asset disposal		—			32,664

Net cash used in investing activities		(47,666	)		(27,695	)


FINANCING ACTIVITIES:
Proceeds from borrowings		17,677			20,894
Repayments of borrowings		(18,628	)		(43,886	)
Proceeds from DIP credit facility		423,000			345,500
Repayments of DIP credit facility		(367,000	)		(269,500	)

Net cash provided by financing activities		55,049			53,008


NET CHANGE IN CASH AND CASH EQUIVALENTS		22,960			54,332

Cash and cash equivalents, beginning of period		64,275			65,791


CASH AND CASH EQUIVALENTS, END OF PERIOD	$	87,235		$	120,123


Supplemental Cash Flow Information:
Interest paid, net of amounts capitalized	$	52,534		$	37,981
Income taxes paid (refunded)	$	6,102		$	4,140
Reorganization payments	$	14,996		$	16,601
Non-cash investing activities:
Net decrease in liabilities for purchases of property, plant and equipment	$	(16,420	)	$	(12,321	)

~~(Amounts~~The inaccompanying ~~thousands~~notes —are ~~unaudited)~~an integral part of these Condensed Consolidated Financial Statements.

	Nine Months Ended September 30,
	2005			2004
OPERATING ACTIVITIES:				(as corrected)
Net loss	$	(309,004	)	$	(10,857	)
Adjustments required to reconcile net loss to net cash provided by (used in) operating activities:
Chapter 11 and related reorganization expenses, net		133,171			—
Non-cash restructuring and impairment		101,632			(6,276	)
Depreciation		135,788			114,354
Deferred income tax		12,863			(25,199	)
Gain on sale of joint venture investment		—			(9,732	)
Equity in earnings of joint ventures, net		(10,801	)		(9,093	)
Unrealized gain on derivative		—			(3,860	)
Change in working capital and other operating items		(189,450	)		(38,298	)
Net cash provided by (used in) operating activities		(125,801	)		11,039
INVESTING ACTIVITIES:
Cash disbursed for purchases of property, plant and equipment		(104,540	)		(147,580	)
Proceeds from sale of joint venture investment		—			51,700
Acquisitions		—			(21,299	)
Net cash used in investing activities		(104,540	)		(117,179	)
FINANCING ACTIVITIES:
Proceeds from borrowings		36,702			580,037
Repayments of borrowings		(465,583	)		(489,891	)
Proceeds from DIP credit facility		1,054,285			—
Repayments of DIP credit facility		(498,647	)		—
Net proceeds from issuance of stock		—			75
Net cash provided by (used in) financing activities		126,757			90,221
NET CHANGE IN CASH AND CASH EQUIVALENTS	$	(103,584	)	$	(15,919	)
Cash and cash equivalents, beginning of period	$	149,101		$	160,899
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	45,517		$	144,980
Supplemental Cash Flow Information:
Interest paid, net of amounts capitalized	$	47,081		$	92,329
Income taxes paid (refunded)	$	(291	)	$	(1,174	)
Net (decrease) increase in liabilities for purchases of property, plant and equipment		(27,425	)		29,268

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

~~TOWER~~TA ~~AUTOMOTIVE~~DELAWARE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~NOTES~~Note TO1. ~~CONDENSED~~Basis ~~CONSOLIDATED~~of ~~FINANCIAL STATEMENTS~~Presentation

The accompanying Condensed Consolidated Financial Statements have been prepared by TA Delaware, Inc. (~~UNAUDITED~~the “Company” or the “Registrant”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Effective July 31, 2007, the registrant changed its name to TA Delaware, Inc. The information furnished in this report is used in conjunction with the predecessor, Tower Automotive, Inc. The information furnished in the Condensed Consolidated Financial Statements includes primarily normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the SEC. Although the Company believes that the disclosures are adequate to make the information presented not misleading, these Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. The interim results for the periods presented are not indicative of the Company’s actual annual results.

1As indicated in Note 2, the Company along with 25 of its United States (“U.S.”) ~~Basis~~subsidiaries (collectively, the “Debtors”) each filed a voluntary petition for relief under Chapter 11 of ~~Presentation~~the U.S. Bankruptcy Code (“Bankruptcy Code”) in the U.S. Bankruptcy Court Southern District of New York (the “Court”). On July 11, 2007, the Court confirmed the Chapter 11 Reorganization Plan of the Debtors (the “Plan”) and approved the sale of substantially all of the Debtors’ assets to Tower Automotive, LLC, an affiliate of Cerberus Capital Management, L.P. The Plan became effective on July 31, 2007 (the “Effective Date”), and, in connection therewith, the Debtors completed the sale of substantially all of their assets to Tower Automotive, LLC. Upon the effectiveness of the Plan, all of the remaining assets of the Debtors were transferred to a Post-Consummation Trust. As a result of the foregoing, the Debtors collectively have no assets and have ceased all operations.

~~The~~Subsequent ~~accompanying~~to ~~condensed~~the ~~consolidated~~bankruptcy ~~financial~~filing ~~statements~~date, ~~have~~the ~~been~~provisions ~~prepared~~in byStatement ~~Tower Automotive,~~of ~~Inc.~~Position ~~(the~~90-7, “~~Company”),~~Financial Reporting ~~without~~by ~~audit,~~Entities ~~pursuant~~in toReorganization ~~the~~Under ~~rules and regulations of~~ the ~~Securities~~ ~~and~~Bankruptcy ~~Exchange~~Code” ~~Commission.~~(“SOP ~~The~~90-7”), ~~information~~applies ~~furnished~~to in the ~~condensed consolidated~~ Debtors’ financial statements ~~includes~~while ~~primarily~~the ~~normal~~Debtors ~~recurring~~operate ~~adjustments~~under ~~and~~the ~~reflects~~provisions ~~all~~of ~~adjustments,~~Chapter 11. SOP ~~which~~90-7 ~~are,~~does innot change the ~~opinion~~application of ~~management,~~U.S. ~~necessary~~GAAP ~~for~~in athe ~~fair~~preparation ~~presentation~~ of ~~such~~ financial statements. However, ~~Certain~~SOP ~~information~~90-7 ~~and~~does ~~footnote~~require ~~disclosures~~that ~~normally~~the ~~included in~~ financial statements ~~prepared~~, infor ~~accordance~~periods ~~with~~including ~~generally~~and ~~accepted accounting principles have been condensed or omitted~~subsequent ~~pursuant~~ to the ~~rules~~filing ~~and regulations~~ of the ~~Securities~~Chapter 11 ~~and~~petition, ~~Exchange~~distinguish ~~Commission.~~transactions ~~Although~~and ~~the Company~~events ~~believes~~ that ~~the disclosures~~ are ~~adequate to make the information presented not~~directly ~~misleading,~~associated ~~these condensed consolidated financial statements should be read in conjunction~~ with the ~~financial~~reorganization ~~statements~~from ~~and~~ the ~~notes~~ongoing ~~thereto~~operations ~~for~~of the ~~year ended December 31, 2004~~Company.

AsWhere ~~indicated in Note 2~~necessary, ~~Tower~~prior ~~Automotive,~~years ~~Inc.~~information ~~and~~has 25been ofreclassified ~~its U.S. Subsidiaries (collectively the “Debtors”) are operating pursuant~~ to ~~Chapter 11~~conform ~~under the Bankruptcy Code and continuation of the Company as a going concern is contingent upon, among other things, the Debtors’ ability: (i)~~ to ~~comply~~ ~~with~~ the ~~terms~~current ~~and conditions of the Debtor-in-Possession financing agreement described in~~year Note 4; (ii) to obtain confirmation of a plan of reorganization under the Bankruptcy Code; (iii) to undertake certain restructuring actions relative to the Company’s operations in North America; (iv) to reduce unsustainable debt and other liabilities and simplify the Company’s complex and restrictive capital structure through the bankruptcy process; (v) to return to profitability; (vi) to generate sufficient cash flow from operations and; (vii) to obtain financing sources to meet the Company’s future obligationspresentation. ~~These~~Operations ~~matters~~classified ~~create uncertainty regarding the Company’s ability to continue~~ as adiscontinued ~~going~~at ~~concern.~~June 30, ~~The~~2007 ~~accompanying~~have ~~condensed~~been ~~consolidated~~excluded ~~financial statements do not reflect any adjustments relating to the recoverability and classification of liabilities that might result~~ from the ~~outcome of these uncertainties. In addition, a plan of reorganization could~~ ~~materially~~discussions ~~change amounts reported in the Company’s consolidated financial statements, which do not give effect to any adjustments~~ of ~~the~~continuing ~~carrying~~operations ~~value of assets~~ and ~~liabilities that~~ are ~~necessary as~~discussed aseparately ~~consequence~~in ofNote ~~reorganization under Chapter 11~~3.

~~Subsequent~~Change ~~to the bankruptcy filing date, the provisions~~ in ~~Statement~~Accounting ~~of Position 90-7, “Financial~~Principle Reporting by Entities in Reorganization Under the Bankruptcy Code (“SOP 90-7”) applies to the Debtors’ financial statements while the Debtors operate under the provisions of Chapter 11. SOP 90-7 does not change the application of generally accepted accounting principles in the preparation of financial statements. However, SOP 90-7 does require that the financial statements, for periods including and subsequent to the filing of the Chapter 11 petition, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business.

~~Revenues~~As ~~and~~previously ~~operating~~reported ~~results~~in ~~for~~our 2006 Annual Report on Form 10-K, the ~~three~~Company ~~and~~recognized ~~nine~~the ~~months~~funded status ~~ended~~of ~~September~~its benefit plans at December 3031, ~~2005~~2006 ~~are~~in ~~not necessarily~~accordance ~~indicative~~with the recognition provisions of Statement ~~the~~of ~~results~~Financial toAccounting beStandards ~~expected~~(“SFAS”) No. 158, “Employers’ Accounting for ~~the~~Defined Pension ~~full~~and ~~year~~Other orPostretirement ~~any~~Plans”, ~~future~~(“SFAS ~~period~~No. 158”).

~~Cash~~In ~~Flow~~July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN ~~Statement~~48”), ~~Presentation~~“Accounting ~~Correction~~for Uncertainty in Income Taxes”, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”. FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We adopted FIN 48 on January 1, 2007. See Note 11 for additional information

On December 22, 2005, based upon a review of management’s recommendation, the Audit Committee of the Board of Directors of the Company concluded that the Company must correct the presentation of its Consolidated Statements of Cash Flows for certain prior periods. During those periods, the Company was reporting capital expenditures in its consolidated statements of cash flows on an accrual basis rather than on a cash basis. Accordingly, the Company previously reported capital expenditures in the consolidated statements of cash flows in the period in which the Company acquired legal title to the related property, plant or equipment rather than when the Company actually paid the vendor for such property, plant or equipment. The impact of correcting this presentation in the consolidated statements of cash flows from an accrual basis to a cash basis decreases or increases cash provided by operations with corresponding decreases or increases in cash utilized in investing activities. The presentation of the Consolidating Statement of Cash Flows for the nine months ended September 30, 2004 contained in Note 17 has also been corrected.

This correction does not affect the results of operations, financial position or net changes in cash and cash equivalents for any of those periods.

A summary of the impact of this correction is as follows (in thousands):

	Six Months Ended						Three Months Ended
	June 30, 2005						March 31, 2005
	As			As			As			As
	reported			corrected			reported			corrected
Net cash provided by (used in) operating activities	$	(149,724	)	$	(116,169	)	$	(176,855	)	$	(155,664	)
Net cash used in investing activities		(51,537	)		(85,092	)		(31,977	)		(53,168	)
Net decrease in liabilities for purchases of property, plant and equipment		—			(33,555	)		—			(21,191	)

	Nine Months Ended						Six Months Ended
	September 30, 2004						June 30, 2004
	As			As			As			As
	reported			corrected			reported			corrected
Net cash provided by (used in) operating activities	$	40,307		$	11,039		$	30,449		$	1,202
Net cash used in investing activities		(146,447	)		(117,179	)		(100,626	)		(71,379	)
Net increase in liabilities for purchases of property, plant and equipment		—			29,268			—			29,247

	Three Months Ended						Year Ended
		March 31, 2004						December 31, 2004
	As			As			As			As
	reported			corrected			reported			corrected
Net cash provided by (used in) operating activities	$	(62,884	)	$	(71,902	)	$	74,760		$	51,710
Net cash used in investing activities		(19,890	)		(10,872	)		(180,525	)		(157,475	)
Net increase in liabilities for purchases of property, plant and equipment		—			9,018			—			23,050

Note 2. Chapter 11 Reorganization Proceedings

On February 2, 2005 (the “Petition Date”), the Debtors filed a voluntary petition for relief under ~~Chapter 11 of~~ the ~~United States~~ Bankruptcy Code ~~(“Bankruptcy Code”)~~ in the United States Bankruptcy Court Southern District of New York (“Bankruptcy Court”). The cases were consolidated for administrative purposes. AnThe ~~extensive~~filing ~~liquidity~~was made ~~deficiency~~necessary inby: ~~early~~customer ~~2005~~pricing pressures, North American automotive production cuts, significantly higher material costs (primarily steel) and athe ~~significant~~termination ~~amount~~of accelerated payment programs of ~~indebtedness,~~certain ~~incurred~~customers ~~through~~adversely ~~internal~~affecting ~~growth~~the Debtors’ liquidity and ~~acquisition~~financial ~~activity~~condition, all ~~made~~of which raised substantial doubt as to the ~~filing necessary.~~Company’s ability to continue as a going concern. The Debtors ~~are~~operated ~~operating~~ their businesses as debtors-in-possession (“DIP”) pursuant to the Bankruptcy Code. An official committee of unsecured creditors ~~has~~was ~~been~~ appointed.

~~Customer~~Pursuant ~~pricing~~to ~~pressures,~~the ~~North~~provisions ~~American~~of ~~automotive~~the ~~production~~Bankruptcy ~~cuts~~Code, ~~significantly~~all ~~higher~~actions to collect upon any of the Debtors’ ~~material~~liabilities ~~costs~~as ~~(primarily~~of ~~steel)~~the ~~and~~Petition Date or to enforce pre-petition date contractual obligations were automatically stayed. As a general rule, absent approval from the ~~termination~~Bankruptcy Court, the Debtors were prohibited from paying pre-petition obligations. In addition, as a consequence of ~~accelerated~~the ~~payment~~Chapter 11 ~~programs~~filing, pending litigation against the Debtors was generally stayed, and no party could take any action to collect pre-petition claims except pursuant to an order of the Bankruptcy Court. However, the Debtors requested that the Bankruptcy Court approve certain pre-petition liabilities, ~~customers~~such ~~adversely~~as ~~affected~~employee wages and benefits and certain other pre-petition obligations. Since the filing, all orders sufficient to enable the Debtors to conduct normal business activities, including the approval of the Debtors’ ~~operations~~DIP ~~and~~financing, ~~financial~~were ~~condition~~entered by the Bankruptcy Court. See Note 9 for a description of the DIP financing.

~~Pursuant~~The toobjectives ~~the provisions~~ of the ~~Bankruptcy~~Chapter 11 ~~Code,~~filing ~~all~~were ~~actions~~ to ~~collect~~protect ~~upon~~and ~~any~~preserve of the ~~Debtors’ liabilities~~value as of ~~the~~assets ~~petition~~and ~~date or~~ to ~~enforce pre-petition date contractual obligations are~~ ~~automatically~~restructure ~~stayed.~~and Asimprove athe ~~general~~Debtors’ ~~rule,~~operational ~~absent~~and ~~approval~~financial ~~from~~affairs ~~the~~in ~~Bankruptcy~~order ~~Court,~~to ~~the~~return ~~Debtors~~to ~~are prohibited from paying pre-petition obligations~~profitability. InOn ~~addition~~July 11, as2007, athe ~~consequence~~Court ofconfirmed the Chapter 11 ~~filing,~~Reorganization ~~pending~~Plan ~~litigation~~of ~~against~~ the Debtors is(the ~~generally~~“Plan”) ~~stayed,~~ and noapproved ~~party~~the ~~may~~sale ~~take~~of ~~any action~~substantially toall ~~collect~~of ~~pre-petition~~the ~~claims~~Debtors’ ~~except~~assets ~~pursuant~~ to Tower Automotive, LLC, an ~~order~~affiliate of ~~the~~Cerberus ~~Bankruptcy~~Capital ~~Court. However~~Management, ~~the~~L.P. ~~Debtors~~The ~~have~~Plan ~~requested~~became ~~that~~effective ~~the Bankruptcy Court approve certain pre-petition~~on ~~liabilities~~July 31, ~~such~~2007 as(the ~~employee~~“Effective ~~wages~~Date”), and, ~~benefits~~in ~~and~~connection ~~certain~~therewith, ~~other~~the ~~pre-petition~~Debtors ~~obligations.~~completed ~~Since~~ the ~~filing,~~sale of substantially all ~~orders~~of ~~sufficient~~their assets to ~~enable~~Tower ~~the~~Automotive, ~~Debtors~~LLC. toUpon ~~conduct~~the ~~normal~~effectiveness ~~business~~of ~~activities~~the Plan, ~~including~~all of the ~~approval~~remaining assets of the Debtors’ ~~DIP~~were ~~financing,~~transferred ~~have~~to ~~been~~a ~~entered~~Post-Consummation ~~by the Bankruptcy Court~~Trust. ~~See~~ ~~Note~~As ~~4 for~~ a ~~description~~result of the ~~DIP~~foregoing, ~~financing. While~~ the Debtors ~~are~~collectively ~~subject~~have tono ~~Chapter 11,~~assets ~~transactions~~and ofhave ~~the~~ceased ~~Debtors~~all ~~outside~~operations. The name of the ~~ordinary course~~Company ofwas ~~business~~also ~~will~~changed ~~require~~to ~~the~~TA ~~prior~~Delaware, ~~approval~~Inc. as of the ~~Bankruptcy~~Effective ~~Court~~Date.

The objectives of the Chapter 11 filing were to protect and preserve the value of assets and to restructure and improve the Debtors’ financial and operational affairs in order to return to profitability. While the Company believes it will be able to significantly reduce the Debtors’ unsustainable liabilities and simplify its complex and restrictive capital structure through the bankruptcy process, there can be no certainty that it will be successful in doing so.

The Debtors intend to file a plan of reorganization with the Bankruptcy Court. The Company is unable to estimate what recovery such a plan of reorganization will provide holders of the Debtors’ unsecured pre-petition debt. While the Debtors filed for Chapter 11 to gain relief from significant pre-petition debt levels and to address needed operational restructuring of the business, the extent to which such relief will be achieved is uncertain at this time.

Financial Statement Classification

The majority of the Debtors’ pre-petition debt is in default and is classified as “Liabilities Subject to Compromise” in the accompanying Consolidated Balance ~~Sheet~~Sheets at ~~September~~June 30, ~~2005~~2007 and December 31, 2006. (See Note 4)9.)

In addition to the Debtors’ pre-petition debt which is in default, liabilities subject to compromise ~~reflects~~reflect the Debtors’ other liabilities incurred prior to the commencement of the bankruptcy proceedings. These amounts represent the Company’s estimate of known or potential pre-petition claims to be resolved in connection with the bankruptcy proceedings. Such claims remain subject to future adjustments. Future adjustments may result from: (i) negotiations; (ii) actions of the Bankruptcy Court; (iii) further developments with respect to disputed claims; (iv) rejection of executory contracts and leases; (v) the determination of value of any collateral securing claims; (vi) proofs of claims; or (vii) other events. Payment terms for these claims will be established in connection with athe plan of reorganization.

Liabilities subject to compromise consist of the following (in thousands):


	June 30,		December 31,
	2007		2006
Debt:
5.75% Convertible senior debentures	$	124,999	$	124,999
6.75% Subordinated debentures		258,750		258,750
9.25% Senior Euro notes		203,115		197,940
12% Senior notes		258,000		258,000

Total debt		844,864		839,689
Pension and other post-retirement benefits		139,878		142,841
Pre-petition accounts payable and accruals		160,857		165,203
Accrued interest on debt subject to compromise		21,343		21,343
Executory contracts		115,706		115,706

Total liabilities subject to compromise	$	1,282,648	$	1,284,782

~~Liabilities~~The ~~subject~~Debtors have incurred certain professional and other expenses directly associated with the bankruptcy proceedings. The Company disbursed cash of approximately $9.6 million and $11.0 million relating to ~~compromise~~these expenses during the three months ended June 30, 2007 and 2006, respectively and $15.0 million and $16.6 for the six months ended June 30, 2007 and 2006, respectively. In addition, the Debtors have made certain provisions to adjust the carrying value of certain pre-petition liabilities to reflect the Debtors’ estimate of allowed claims. Such costs are classified as Chapter 11 and related reorganization items in the accompanying Statements of Operations for the three months ended June 30, 2007 and 2006 and for the six months ended June 30, 2007 and 2006 and consist of the following (in thousands):

	September
	Three Months Ended June 30,					Six Months Ended June 30,
	30, 2005
	2007			2006		2007			2006
Debt:
Professional fees directly related to the filing	$	13,309		$	12,556	$	23,110		$	21,136
5.75% Convertible senior debentures	$	124,999
Key employee retention costs		—			875		—			3,836
6.75% Due to Tower Automotive Capital Trust		258,750
Estimated executory contract rejection damages		(6	)		30,231		(6	)		30,299
9.25% Senior Euro notes		180,435
Other reversals directly attributable to the Company’s reorganization		(1,499	)		—		(2,325	)		—
12% Senior notes		258,000
Total	$	11,804		$	43,662	$	20,779		$	55,271
Total debt		822,184
Pre-petition accounts payable and accruals		189,525
Accrued interest on debt subject to compromise		21,343
Executory Contracts		101,922
Consolidated liabilities subject to compromise		1,134,974
Inter-company payable to non-Debtor subsidiaries		16,363
Total liabilities subject to compromise	$	1,151,337

~~The~~Pursuant to the Bankruptcy Code, the Debtors have ~~incurred~~filed ~~certain~~schedules ~~professional~~with the Bankruptcy Court setting forth the assets and ~~other~~liabilities ~~expenses~~of ~~directly~~the ~~associated~~Debtors ~~with~~as of the ~~bankruptcy~~ ~~proceedings~~Petition Date. InThe ~~addition~~Debtors have issued proof of claim forms to current and prior employees, known creditors, vendors and other parties with whom the Debtors have ~~made~~previously ~~certain~~conducted ~~provisions~~business. toTo ~~adjust~~the extent the recipients disagree ~~carrying~~with ~~value~~the ofclaims ~~certain~~quantified ~~pre-petition~~on ~~liabilities~~these toforms, ~~reflect~~the recipient may file discrepancies with the Bankruptcy Court. Differences between the amounts recorded by the Debtors’ ~~estimate~~and claims filed by creditors will be investigated and resolved as part of ~~allowed~~the bankruptcy proceedings. The Bankruptcy Court ultimately will determine liability amounts that will be allowed for these claims. ~~Such~~The ~~costs~~Company ~~are~~is in ~~classified~~the asprocess ~~Chapter 11~~of receiving, cataloging and ~~related~~reconciling ~~reorganization~~claims ~~items~~received in ~~the~~conjunction with this ~~accompanying~~process. ~~Statements~~Because ofthe ~~Operations~~Debtors ~~for~~have ~~the~~not ~~three~~received all claims and ~~nine~~have ~~months~~not ~~ended~~completed ~~September 30~~the evaluation of the claims received in connection with this process, ~~2005~~the ultimate number and allowed amount of such ~~consist~~claims is not presently known. The resolution of ~~the~~such ~~following~~claims (could result in ~~thousands):~~a material adjustment to the Company’s Condensed Consolidated Financial Statements.

	Three Months		Nine Months
	Ended		Ended
	September 30,		September 30,
	2005		2005
Professional fees directly related to the filing	$	4,547	$	24,511
Key employee retention costs		1,675		3,368
Write off of deferred financing costs		—		29,135
Estimated executory contract rejection damages		393		94,313
Other expenses directly attributable to the Company’s reorganization		—		197
Total	$	6,615	$	151,524

Pursuant to the Bankruptcy Code, the Debtors have filed schedules with the Bankruptcy Court setting forth the assets and liabilities of the Debtors as of the Petition Date. The Debtors have issued proof of claim forms to current and prior employees, known creditors, vendors and other parties with whom the Debtors have previously conducted business. To the extent the recipients disagree with the claims quantified on these forms, the recipient may file discrepancies with the Bankruptcy Court. Differences between the amounts recorded by the Debtors and claims filed by creditors will be investigated and resolved as part of the bankruptcy proceedings. The Bankruptcy Court ultimately will determine liability amounts that will be allowed for these claims. The Company is in the process of receiving, cataloging and reconciling claims received in conjunction with this process. Because the Debtors have not received all claims and have not completed the evaluation of the claims received in connection with this process, the ultimate number and allowed amount of such claims is not presently known. The resolution of such claims could result in a material adjustment to the Company’s financial statements.

Debtors’ Financial Statements

Presented below are the ~~condensed~~Condensed ~~consolidated~~Combined ~~financial~~Consolidated ~~statements~~Financial Statements of the Debtors. These statements reflect the financial position, results of operations and cash flows of the combined Debtors, including certain transactions and resulting assets and liabilities between the Debtors and non-Debtor subsidiaries of the Company, which are eliminated in the Company’s ~~consolidated~~Condensed ~~financial~~Consolidated ~~statements~~Financial Statements. Results of operations classified as discontinued are shown separately. For additional information on discontinued operations see Note 3.

Debtors’ Condensed ~~Consolidated~~Combined Balance Sheet Debtors- in-Possession (Amounts in thousands)

Debtors- in-Possession


	June 30,			December 31,
	2007			2006
ASSETS
Current assets:
Cash and cash equivalents	$	1,778		$	5,705
Accounts receivable		125,698			81,713
Inventories		39,850			43,438
Prepaid tooling and other		13,597			23,408
Assets of discontinued operations		—			24,738

Total current assets		180,923			179,002

Property, plant and equipment, net		445,691			474,897
Investments in and advances to non-debtor subsidiaries		919,749			868,374
Other assets, net		16,308			32,360

Total assets	$	1,562,671		$	1,554,633


LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities not subject to compromise:
Current maturities of long-term debt and capital lease obligations	$	—		$	4
Current portion of debtor-in-possession borrowings		651,000			595,000
Accounts payable		116,234			101,804
Accrued liabilities		94,569			92,322
Liabilities of discontinued operations		—			20,503

Total current liabilities		861,803			809,633


Liabilities subject to compromise		1,299,011			1,301,145


Non-current liabilities not subject to compromise:
Long-term debt, net of current maturities		84,751			84,751
Other non-current liabilities		37,048			21,776

Total non-current liabilities		121,799			106,527


Total stockholders’ deficit		(719,942	)		(662,672	)

Total liabilities and stockholders’ deficit	$	1,562,671		$	1,554,633

(Amounts in thousands — unaudited)

	September 30,
	2005
ASSETS
Current Assets:
Cash and cash equivalents	$	1,175
Accounts receivable		222,619
Inventories		70,594
Prepaid tooling and other		37,670
Total current assets		332,058
Property, plant and equipment, net		552,180
Investments in non-Debtor subsidiaries		408,560
Inter-company receivables		413,465
Other assets, net		67,203
Total assets	$	1,773,466
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities Not Subject to Compromise:
Current maturities of long-term debt and capital lease obligations	$	14,257
Accounts payable		104,050
Accrued liabilities		153,647
Total current liabilities		271,954
Liabilities subject to compromise		1,151,337
Non-Current Liabilities Not Subject to Compromise:
Long-term debt, net of current maturities		43,771
DIP borrowings		553,764
Other noncurrent liabilities		193,545
Total noncurrent liabilities		791,080
Total stockholders’ deficit		(440,905	)
Total liabilities and stockholders’ deficit	$	1,773,466

Debtors’ Condensed ~~Consolidated~~Combined ~~Statements~~Statement of Operations Debtors-in-Possession (Amounts in thousands)

Debtors-in- Possession


	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006

Revenues	$	279,619		$	318,958		$	542,595		$	651,646
Cost of sales		250,780			297,585			511,458			615,776

Gross profit		28,839			21,373			31,137			35,870
Selling, general and administrative expenses		15,452			18,229			30,078			39,487
Restructuring and asset impairment charges, net		22,410			7,853			27,527			10,264
Other operating (income) loss		1,137			(810	)		2,287			(2,115	)

Operating loss		(10,160	)		(3,899	)		(28,755	)		(11,766	)
Interest expense		27,165			19,693			53,113			37,389
Interest income		(354	)		(638	)		(791	)		(959	)
Inter-company interest income		(8,245	)		(6,436	)		(16,271	)		(12,530	)
Chapter 11 and related reorganization items		11,804			43,662			20,779			55,271

Loss before provision for income taxes, equity in earnings (loss) of joint ventures and equity in earnings from non-Debtor subsidiaries		(40,530	)		(60,180	)		(85,585	)		(90,937	)
Provision for income taxes		1,104			1,166			485			2,104

Loss before equity in earnings of joint ventures and equity in earnings (loss) of non-Debtor subsidiaries		(41,634	)		(61,346	)		(86,070	)		(93,041	)
Equity in earnings (loss) of joint ventures, net of tax		(67	)		68			(118	)		136
Equity in earnings (losses) of non-Debtor subsidiaries		19,621			(15,365	)		21,020			5,354

Loss from continuing operations		(22,080	)		(76,643	)		(65,168	)		(87,551	)
Income (loss) from discontinued operations		—			1,258			(306	)		1,829

Net loss	$	(22,080	)	$	(75,385	)	$	(65,474	)	$	(85,722	)

(Amounts in thousands — unaudited)

	Three Months			Nine Months
	Ended			Ended
	September 30,			September 30,
	2005			2005
Revenues	$	418,485		$	1,553,624
Cost of sales		412,218			1,476,718
Gross profit		6,267			76,906
Selling, general and administrative expenses		22,420			76,479
Restructuring and asset impairment charges, net		37,453			106,886
Chapter 11 and related reorganization items		6,615			151,524
Operating loss		(60,221	)		(257,983	)
Interest expense, net		18,745			78,706
Inter-company interest income		(5,411	)		(17,009	)
Loss before provision for income taxes, equity in earnings of joint ventures and equity in earnings from non-Debtor subsidiaries		(73,555	)		(319,680	)
Provision (benefit) for income taxes		(2,806	)		5,409
Loss before equity in earnings of joint ventures and equity in earnings of non-Debtor subsidiaries		(70,749	)		(325,089	)
Equity in earnings of joint ventures, net of tax		48			48
Equity in earnings (loss) of non-Debtor subsidiaries		(5,855	)		16,037
Net loss	$	(76,556	)	$	(309,004	)

Debtors’ Condensed ~~Consolidated~~Combined Statements of Cash Flows Debtors- in-Possession (Amounts in thousands)

Debtors- in-Possession


	Six Months Ended June 30,
	2007			2006
OPERATING ACTIVITIES:
Net loss	$	(65,474	)	$	(85,722	)
Adjustments required to reconcile net loss to net cash used in operating activities:
Non-cash Chapter 11 and related reorganization items, net		5,782			38,682
Non-cash restructuring and impairment, net		23,979			10,986
Depreciation		42,660			46,463
Equity in earnings of joint ventures and subsidiaries, net		(20,902	)		(5,490	)
Change in working capital and other operating items		(25,835	)		(4,929	)

Net cash used in operating activities		(39,790	)		(10	)


INVESTING ACTIVITIES:
Cash disbursed for purchases of property, plant and equipment		(20,137	)		(24,963	)

Net cash used in investing activities		(20,137	)		(24,963	)


FINANCING ACTIVITIES:
Repayments of borrowings		—			(6	)
Proceeds from DIP credit facility		423,000			345,500
Repayments of DIP credit facility		(367,000	)		(269,500	)

Net cash provided by financing activities		56,000			75,994


NET CHANGE IN CASH AND CASH EQUIVALENTS		(3,927	)		51,021

Cash and cash equivalents, beginning of period		5,705			858


CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,778		$	51,879

(Amounts in thousands — unaudited)

	Nine Months
	Ended
	September 30,
	2005
OPERATING ACTIVITIES:	$	(309,004	)
Net loss
Adjustments required to reconcile net loss to net cash provided by (used in) operating activities:
Chapter 11 and related reorganization items, net		133,171
Non-cash restructuring and impairment		100,065
Depreciation		81,522
Equity in earnings of non-Debtor subsidiaries		(16,037	)
Equity in earnings of joint ventures, net		(48	)
Change in working capital and other operating items		(186,100	)
Net cash used in operating activities		(196,431	)
INVESTING ACTIVITIES:
Cash disbursed for purchases of property, plant and equipment		(34,743	)
Net cash used for investing activities		(34,743	)
FINANCING ACTIVITIES:
Repayments of pre-petition borrowings		(430,370	)
Proceeds from DIP borrowings		1,054,285
Repayments of DIP borrowings		(498,647	)
Net cash provided by financing activities		125,268
NET CHANGE IN CASH AND CASH EQUIVALENTS		(105,906	)
Cash and cash equivalents, beginning of period		107,081
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,175

3. Inventories

Inventories are valued at the lower of first-in-first-out (“FIFO”) cost or market, and consist of the following (in thousands):

	September 30,		December 31,
	2005		2004
Raw materials	$	72,284	$	91,220
Work in process		31,106		26,820
Finished goods		35,722		40,994
	$	139,112	$	159,034

4Note 3. ~~Debt~~Discontinued Operations

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” discontinued operations include components of entities or entire entities that, through disposal transactions, were eliminated from ongoing operations of the Company.. Through the Company’s various restructuring plans, management disposed of Tower Automotive Lansing LLC, which is classified as discontinued as of December 31, 2006.

The following summary balance sheet information is derived from the business that is classified as discontinued, which management believes is representative of the residual net assets of the business disposed as of December 31, 2006: (in thousands)


	December 31,
	2006

ASSETS
Current assets:
Accounts receivable	$	24,692
Prepaid tooling and other		46

Total current assets	$	24,738


LIABILITIES
Current liabilities
Accounts payable	$	16,013
Accrued liabilities		4,490

Total current liabilities	$	20,503

As of June 30, 2007, there were no assets or liabilities associated with discontinued operations.

The following summary results of operations information is derived from the business that was sold during 2006 (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2007		2006		2007			2006

Revenues	$	—	$	89,434	$	—		$	188,396
Cost of sales		—		87,852		42			185,919

Gross profit		—		1,582		(42	)		2,477
Other expense		—		—		264			—

Operating income (loss)		—		1,582		(306	)		2,477
Interest expense		—		324		—			648

Net income (loss)	$	—	$	1,258	$	(306	)	$	1,829

In accordance with Emerging Issues Task Force 87-24, “Allocation of Interest to Discontinued Operations”, the Company has elected to allocate interest expense to discontinued operations based on debt that can be identified as specifically attributed to this operation. At June 30, 2006, the amount of interest expense allocated was $0.6 million.

Note 4. New Accounting Pronouncements Not Yet Adopted

SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”) — In September 2006, the FASB issued SFAS No. 157, which establishes a framework for reporting fair value and expands disclosures about fair value measurements. SFAS No. 157 becomes effective beginning with our first quarter 2008 period. In accordance with SOP 90-7, early adoption is required when an entity emerges from bankruptcy at the time fresh-start reporting is adopted. We are currently evaluating the impact of this standard on the Company’s Condensed Consolidated Financial Statements.

SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — including an Amendment to FASB Statement No. 115” (“SFAS No. 159”) — In February 2007, the FASB issued SFAS No. 159, which permits an entity to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Most of the provisions in SFAS No. 159 are elective, however, the amendment to SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” applies to all entities with available-for-sale and trading securities. The fair value option established by SFAS No. 159 permits companies to choose to measure eligible items at fair value at specified election dates. A business entity that elects the fair value option will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. We are currently evaluating the impact of this standard on the Company’s Condensed Consolidated Financial Statements.

Note 5. Inventories

Inventories are valued at the lower of first-in-first-out (“FIFO”) cost or market, and consist of the following (in thousands):


	June 30,		December 31,
	2007		2006

Raw materials	$	46,986	$	49,657
Work in process		30,528		26,127
Finished goods		33,151		31,402

	$	110,665	$	107,186

Note 6. Goodwill

The change in the carrying amount of goodwill for the international segment is as follows (in thousands):


Balance at December 31, 2006	$	169,617
Currency translation adjustment		4,285

Balance at June 30, 2007	$	173,902

Note 7. Investments in Joint Ventures

The Company is a 40% joint venture partner in Metalsa S. de R.L. (“Metalsa”), which is the largest supplier of vehicle frames and structures in Mexico. Metalsa is headquartered in Monterrey, Mexico and has manufacturing facilities located in Apodaca, Saltillo and San Luis Potosi, Mexico and Roanoke, Virginia. Promotora de Empresa Zano, S.A. de C.V. (“Proeza”) is a 60% joint venture partner in Metalsa. The Company has a technology sharing arrangement with Metalsa, whereby Metalsa agrees to pay for administrative services and technical assistance provided. During 2004, production of the frame assembly for the Dodge Ram light truck was moved from the Company’s Milwaukee, Wisconsin facility, which was expected to run production through 2009 to Metalsa. Production at the Milwaukee facility related to this program ceased in June 2005. The Company recognized no material revenue associated with the Dodge Ram frame program during the three and six months ended June 30, 2007 and 2006.

Note 8. Restructuring and Asset Impairment Charges

The Company has executed various restructuring plans and may execute additional plans in the future to respond to its bankruptcy proceedings, customer sourcing decisions, realignment of manufacturing capacity to prevailing global automotive production and to improve the utilization of remaining facilities. Estimates of restructuring charges are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring expenses, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established reserves.

The table below summarizes the accrual, reflected in accrued liabilities, for the Company’s various restructuring actions for the six months ended June 30, 2007 (in thousands):


				Severance and			Lease and
	Asset			Outplacement			Other Exit
	Impairments			Costs			Costs			Total

Balance at December 31, 2006	$	—		$	9,423		$	—		$	9,423
Provision		21,747			8,380			9,427			39,554
Cash usage		—			(13,549	)		(6,983	)		(20,532	)
Non-cash charges		(21,747	)		—			(2,444	)		(24,191	)

Balance at June 30, 2007	$	—		$	4,254		$	—		$	4,254

Except as disclosed above, the Company does not anticipate incurring additional material cash charges associated with these actions.

The restructuring and asset impairment charges caption in the accompanying Condensed Consolidated Statements of Operations are comprised of both restructuring and non-restructuring related asset impairments. The components of that caption are as follows for the six months ended June 30, 2007 (in thousands):


Restructuring and related asset impairments, net	$	39,554
Revision of estimate		—
Other asset impairments, net		(15,403	)

Total	$	24,151

At June 30, 2007, the $15.4 million of other asset impairments, net is primarily related to asset sales of $7.3 million and $7.2 million of ongoing recoveries of a cancellation claim of a customer program and $0.9 million of other impairments.

Note 9. Debt

Chapter 11 Impact

Under the terms of the Company’s pre-petition credit agreement, the Chapter 11 filing created an event of default. Upon the Chapter 11 filing, the lenders’ obligation to loan additional money to the Company terminated, the outstanding principal of all obligations became immediately due and payable and the Debtors were required to immediately deposit funds into a collateral account to cover the outstanding amounts under the letters of credit issued pursuant to the ~~Company’s pre-petition~~ credit agreement ~~(“Credit Agreement”)~~. Outstanding obligations under the ~~Credit Agreement~~credit ~~were~~agreement amounted to $425 million, which ~~was~~were refinanced through the DIP financing described below.

In addition, the Chapter 11 filing ~~caused~~created aan event of default onunder the Convertible Debentures, Senior Notes, Senior Euro Notes and the ~~amount~~Subordinated ~~due~~Debentures ~~to the Tower Automotive Capital Trust~~ (see Note 2).

Pursuant to SOP 90-7, the Company ceased recognizing interest expense on the Convertible Debentures, Senior Notes, Senior Euro Notes and the ~~amount~~Subordinated ~~due~~Debentures toeffective February 2, 2005. Contractual interest not accrued during the ~~Tower~~period ~~Automotive~~from ~~Capital Trust~~January 1, ~~effective~~2007 ~~February~~through June 230, 2007 ~~2005~~was $37.0 million. Contractual interest not accrued ~~or paid~~ during the period from ~~February~~ January 21, ~~2005~~ 2006 through ~~September~~June 30, ~~2005~~2006 iswas $4836.83 million.

The debt of the Company’s foreign subsidiaries is not subject to compromise in the bankruptcy proceedings as the Company’s operating foreign subsidiaries are not included in the Chapter 11 filing.

DIP Financing

In February 2005, the Bankruptcy Court approved a Revolving Credit, Term Loan and Guaranty Agreement, as amended, (“DIP Agreement”) between the Company and a national banking institution as agent for the lenders (“Lenders”) and each of the Lenders.

The DIP Agreement provides for a $725 million commitment of debtor-in-possession financing comprised of a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $300 million and a term loan in the aggregate principal amount of $425 million. The proceeds of the term loan have been used to refinance the Debtors’ obligations of amounts outstanding under the ~~Credit Agreement. The proceeds of the revolving credit loans shall be used~~ to fund the working capital requirements of the Debtors during the Chapter 11 proceedings. Obligations under the DIP Agreement are secured by a lien on the assets of the Debtors (such lien shall have first priority with respect to a significant portion of the Debtors’ assets) and by a super-priority administrative expense claim in each of the bankruptcy cases.

~~Advances under the DIP Agreement bear interest at a fixed rate per annum equal to (x) the greatest~~12 (as of the date the advance is made) of the prime rate, the Base CD Rate (as defined in the DIP Agreement) plus 1%, or the Federal Funds Effective Rate (as defined in the DIP Agreement) plus 0.5%, plus (y) 1.75%, in the case of a loan under the revolving facility, or 2.25% in the case of the term loan. Alternatively, the Debtors may request that advances be made at a variable rate equal to (x) the Adjusted LIBO Rate (as defined in the DIP Agreement), for a one-month, three-month, six-month, or nine-month period, at the election of the Debtors, plus (y) 2.75%, in the case of a loan under the revolving facility, or 3.25% in the case of the term loan. In addition, the DIP Agreement obligates the Debtors to pay certain fees to the Lenders as described in the DIP Agreement. At September 30, 2005, $170 million was available for borrowing under the revolving credit and letter of credit facility. For the period of February 2, 2005 through September 30, 2005, the weighted average interest rate associated with borrowings pertaining to the DIP Agreement was 6.88%. DIP commitment fees totaled $10.9 million during the period of February 2, 2005 through September 30, 2005. The DIP Agreement matures on February 2, 2007; however, the Debtors are obligated to repay all borrowings made pursuant to the DIP Agreement upon substantial consummation of a plan of reorganization of the Debtors that is confirmed pursuant to an order of the Bankruptcy Court.

pre-petition credit agreement. The proceeds of the revolving credit loans shall be used to fund the working capital requirements of the Debtors during the Chapter 11 proceedings. Obligations under the DIP Agreement are secured by a lien on the assets of the Debtors (such lien shall have first priority with respect to a significant portion of the Debtors’ assets) and by a super-priority administrative expense claim in each of the bankruptcy cases. The Company believes that the existing DIP Agreement along with cash generated from operations are adequate to provide for its future liquidity needs through the Debtors’ Chapter 11 bankruptcy.

Advances under the DIP Agreement bear interest at a fixed rate per annum equal to (x) the greatest (as of the date the advance is made) of the prime rate, the Base CD Rate (as defined in the DIP Agreement) plus 1%, or the Federal Funds Effective Rate (as defined in the DIP Agreement) plus 0.5%, plus (y) 1.75% prior to the amendment and 2.75%, as amended, in the case of a loan under the revolving facility, or 2.25% prior to the amendment and 3.5%, as amended in the case of the term loan. Alternatively, the Debtors may request that advances be made at a variable rate equal to (x) the Adjusted LIBO Rate (as defined in the DIP Agreement), for a one-month, three-month, six-month, or nine-month period, at the election of the Debtors, plus (y) 2.75% prior to the amendment and 3.75%, as amended, in the case of a loan under the revolving facility, or 3.25% prior to the amendment and 4.5%, as amended in the case of the term loan. In addition, the DIP Agreement obligates the Debtors to pay certain fees to the Lenders as described in the DIP Agreement. At June 30, 2007, $40.8 million was available for borrowing under the revolving credit and letter of credit facility. At June 30, 2007, the weighted average interest rate associated with borrowings pertaining to the DIP Agreement was 9.82%. The DIP Agreement matured on August 2, 2007 and the Debtors’ paid all borrowings pertaining to the DIP Agreement on July 31, 2007 as part of the sale transaction to Cerberus Capital Management, L.P. as discussed further in Note 1.

The DIP Agreement contains various representations, warranties and covenants by the Debtors that are customary for transactions of this nature, including (without limitation) reporting requirements and maintenance of financial covenants. On September 22, 2006, the Company circulated for approval by the lenders under its DIP Agreement the seventh amendment to the DIP Agreement (the “Amendment”). On October 6, 2006, the DIP Agreement was amended by the lenders. The Amendment amends certain covenants contained in the DIP Agreement. In addition, the Amendment amends certain provisions to allow for dividends to be declared and paid by less than wholly-owned subsidiaries of the Company and waives any existing covenant technical breaches related to previously declared and paid dividends by less than wholly-owned subsidiaries of the Company. The Amendment also amended certain interest rates based on the current economic environment. On January 30, 2007, the Company obtained approval by the lenders under its DIP Agreement the eighth amendment to the DIP Agreement. The eighth amendment extends the maturity date from February 2, 2007 to August 2, 2007, amends certain covenants contained in the DIP Agreement, and amends certain interest rates based on the current economic environment. In addition, the DIP Agreement was amended by the lenders on March 28, 2007 and was effective March 9, 2007. The amendment amends Section 5.01(a) of the Credit Agreement.

The Debtors’ obligations under the DIP Agreement may be accelerated following certain events of default, including (without limitation) any breach by the Debtors of any of the representations, warranties, or covenants made in the DIP Agreement or the conversion of any of the bankruptcy cases to a case under Chapter 7 of the Bankruptcy Code or the appointment of a trustee pursuant to Chapter 7 of the Bankruptcy Code.

Back-Stop Agreement

The Debtors have entered into a Back-Stop Agreement with a finance company (“Finance Company”). Under the Back-Stop Agreement, in the ~~Finance~~event ~~Company~~any ~~agreed~~second tolien ~~take~~lender byunder ~~assignment~~the ~~any~~pre-petition ~~second lien~~credit ~~holder’s~~agreement wished to assign its deposits, rights and obligations asafter athe ~~second~~Chapter 11 ~~lien~~filing, ~~holder~~the Finance inCompany ~~association~~agreed ~~with~~to ~~second~~take ~~lien~~by ~~letters~~assignment ~~of credit~~any ~~under~~such ~~the~~second ~~Credit~~lien ~~Agreement~~holder’s deposits, rights and obligations in an aggregate amount not to exceed $155 million.

Draws were made against the issued second lien letters of credit in the amount of $~~15.8~~41 million as of ~~September~~ June 30, ~~2005~~ 2007. InThe ~~October~~Debtors’ paid all borrowings pertaining to the Back-Stop Agreement on July ~~2005~~31, 2007 ~~additional~~as ~~draws~~part of ~~$25.2 million~~the ~~were~~sale ~~made~~transaction ~~against~~to ~~the~~Cerberus ~~second~~Capital ~~lien~~Management, ~~letters~~L.P. as discussed further in ofNote ~~credit~~1.

Debt Classified as Not Subject to Compromise

The Company’s industrial development revenue bonds ~~and the debt associated with the Company’s variable interest entity~~ of $43.8 million ~~and $14.2 million, respectively,~~ are classified as ~~liabilities~~ liabilities not subject to compromise on the Company’s Condensed Consolidated Balance Sheet at ~~September~~ June 30, ~~2005~~2007. The Company’s foreign subsidiary indebtedness of $~~203~~162.07 million at ~~September~~ June 30, ~~2005~~2007, is ~~not~~also not subject to compromise as the Company’s operating foreign subsidiaries are not included in the bankruptcy proceedings.

Interest Rate Swap Contracts

In February 2005, the Company’s interest rate swap contracts were terminated. The Company had previously de-designated one of the contracts as a cash flow hedge. Amounts previously deferred in other comprehensive income were deferred over the initial term of the contract, as the Company expected that the cash flows originally hedged would continue to occur. As of September 30, 2005, no amounts remain deferred in other comprehensive loss as the remaining term of the contract expired during the quarter ended September 30, 2005.

Unrealized Gain on Derivative

The Company’s pre-petition Convertible Debentures contain an embedded conversion option. The initial value associated with the embedded conversion option was $12.6 million and was being marked to market through the Company’s Statement of Operations during the period of May 24, 2004 through September 19, 2004. During the three and nine months ended September 30, 2004, the Company recognized income of approximately $5.7 million and $3.9 million, respectively, in relation to the change in fair value of the embedded conversion option, which is included in Unrealized Gain on Derivative in the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2004. As of September 20, 2004, mark-to-market adjustments were no longer required, as the Company’s stockholders approved the issuance of the Convertible Debentures and the common stock issuable upon conversion or repurchase of the Convertible Debentures.

5. Accounts Receivable Securitization Facility

On December 30, 2004, the Company, a qualifying special purpose entity (“QSPE”) and a third-party lender entered into a $50.0 million accounts receivable securitization facility agreement (the “Facility”). Pursuant to the terms of the Facility, the Company unconditionally sold certain accounts receivable to the QSPE on an ongoing basis. The QSPE funded its purchases of the accounts receivable through borrowings from the third-party lender. A security interest with respect to such accounts receivable was granted to the third-party lender. In addition, the Company was allowed, from time to time, to contribute capital to the QSPE in the form of contributed receivables or cash. The Facility allowed the Company to earn fees for performing collection and administrative functions associated with the Facility. The Facility had an

expiration date of the earlier of 36 months subsequent to December 30, 2004 or the occurrence of a termination event as defined in the agreement. The accounts receivable sold were removed from the consolidated balance sheet of the Company as these receivables and the QSPE met the applicable criteria of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” The Facility became unavailable on February 2, 2005, the date on which the Debtors filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code.

During the nine months ended September 30, 2005, the Company received $74.0 million in cash proceeds from receivables sold to the QSPE and reinvested $78.1 million in cash collections in revolving securitizations with the QSPE. The Company recognized interest expense of $0.8 million associated with the Facility, which represents the discount on the sale of the receivables to the QSPE.

6. Income Taxes

During the three and nine months ended September 30, 2005, the Company recognized income tax expense of $1.5 million and $17.3 million, respectively, in relation to pre-tax losses of $78.0 million and $298.5 million, respectively. These income tax provisions resulted primarily from foreign income taxes and state taxes. Full valuation allowances were provided for U.S. Federal income tax benefits generated during the 2005 periods.

As a result of changes in non-U.S. income tax regulations, the Company made an election under the U.S. Internal Revenue Code to exclude one of its non-U.S. subsidiaries from its U.S. Federal income tax return in the third quarter of 2005. This non-U.S. subsidiary had previously been included in the Company’s U.S. Federal income tax return. As a result of this election, taxable income of approximately $60 million was generated for U.S. Federal income tax purposes, the tax impact of which has been entirely offset through the utilization of the Company’s existing U.S. Federal net operating losses and corresponding adjustment to its valuation allowance.

7. Stockholders’ Deficit

Earnings (Loss) Per Share

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. The effects of common stock equivalents have not been included in diluted loss per share for all periods presented, as the effect would be anti-dilutive. Common stock equivalents totaled 96.5 million shares, 96.6 million shares, 9.1 million shares and 14.2 million shares for the three and nine months ended September 30, 2005 and the three and nine months ended September 30, 2004, respectively.

Stock-Based Compensation

The Company accounts for stock options under the provisions of Accounting Principles Board Opinion (“APB”) No. 25, under which no compensation expense is recognized when the stock options are granted to colleagues and directors with an exercise price equal to fair market value of the stock as of the grant date. The grant date represents the measurement date of the stock options. The Company may also grant stock options to outside consultants. The fair value of options granted to outside consultants is expensed over the period services are rendered based on the Black-Scholes valuation model.

The Company has three stock option plans and three stock purchase plans: the 1994 Key Employee Stock Option Plan; the Long Term Incentive Plan; and the Independent Director Stock Option Plan; and, the Employee Stock Purchase Plan; the Key Leadership Deferred Income Stock Purchase Plan; and the Director Deferred Income Stock Purchase Plan, respectively. Had compensation expense for these plans been determined as required under SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure,” the Company’s pro forma net loss and pro forma net loss per share would have been as follows (in thousands, except per share data):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Net loss as reported	$	(76,556	)	$	(20,218	)	$	(309,004	)	$	(10,857	)
Add: Stock-based compensation included in reported net loss, net of related tax effects		106			65			617			637
Deduct: Stock-based compensation determined under fair value based method for all awards, net of related tax effects		(1,204	)		(432	)		(550	)		(1,568	)
Pro Forma net loss	$	(77,654	)	$	(20,585	)	$	(308,937	)	$	(11,788	)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Basic loss per share as reported	$	(1.31	)	$	(0.35	)	$	(5.27	)	$	(0.19	)
Pro Forma		(1.32	)		(0.35	)		(5.27	)		(0.20	)
Diluted loss per share as reported	$	(1.31	)	$	(0.35	)	$	(5.27	)	$	(0.19	)
Pro Forma		(1.32	)		(0.35	)		(5.27	)		(0.20	)

As of September 20, 2005, the Company fully vested all outstanding stock options. The Company has recognized no expense in relation to these options in its Statements of Operations in accordance with APB 25.

The pro forma net loss for the nine months ended September 30, 2005 is less than the reported net loss for that period as a result of the recognition of forfeitures exceeding fair value stock-based compensation expense for the first and second quarters of 2005.

The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 3.89% in the 2005 periods and a risk free interest rate of 4.33% and 3.92% in the 2004 periods; expected life of seven years for the 2005 and 2004 periods; expected volatility of 61.21% in the 2005 periods and 61.21% and 58.00% in the 2004 periods; and no expected dividends in both the 2005 and 2004 periods.

8. Acquisitions

Effective February 27, 2004, the Company acquired the remaining 34% ownership interest in Seojin Industrial Company Limited (“Seojin”) for consideration of approximately $21.3 million. Such consideration consisted of cash of $21.3 million offset by the repayment of $11.0 million of loans to

~~Seojin’s~~Note ~~minority shareholder, resulting in a net cash outflow of $~~10.~~3 million.~~ ~~Seojin~~Comprehensive ~~is a~~Loss supplier of frames, modules and structural components to the Korean automotive industry, primarily Hyundai/ Kia. The Company financed the acquisition through Korean debt facilities, which are not covered under the Company’s credit facilities described in Note 4. The acquisition was accounted for under the purchase method of accounting and, accordingly, the assets acquired and liabilities assumed have been recorded at fair value at the date of acquisition.

9.The ~~Investments~~following intable ~~Joint~~presents ~~Ventures~~comprehensive loss, net of tax (in thousands):

In March 2004, the Company sold its 30.76% ownership interest in Yorozu Corporation (“Yorozu”) to Yorozu, through a share buy-back transaction on the Tokyo Stock Exchange. Yorozu is a supplier of suspension modules and structural parts to the Asian and North American automotive markets. The Company received proceeds of approximately $51.7 million through this sale. The consideration for the sale was based on the prevailing price of Yorozu, as traded on the Tokyo Stock Exchange. The Company recognized a gain on the sale of $9.7 million during the nine months ended September 30, 2004. The proceeds of this divestiture were utilized for tooling purchases and other capital expenditures.


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Net loss	$	(22,080	)	$	(75,385	)	$	(65,474	)	$	(85,722	)
Change in cumulative translation adjustment		5,985			11,598			8,490			18,930

Comprehensive loss	$	(16,095	)	$	(63,787	)	$	(56,984	)	$	(66,792	)

OnNote February 10, 2004, the Company announced that a decision had been finalized by DaimlerChrysler to move the production of the frame assembly for the Dodge Ram light truck from the Company’s Milwaukee, Wisconsin facility to the Company’s joint venture partner, Metalsa S11. deIncome ~~R.L.~~Taxes (“Metalsa”) headquartered in Monterrey, Mexico. The Dodge Ram frame program produced in the Milwaukee facility was expected to run through 2009. Production at the Milwaukee facility related to this program ceased in June 2005. The Company recognized revenue associated with the Dodge Ram frame program in the amount of $8.2 million and $43.7 million, respectively, for the three months ended September 30, 2005 and 2004 and $96.9 million and $162.9 million, respectively, for the nine months ended September 30, 2005 and 2004. The Company is a 40% partner in Metalsa with Promotora de Empresas Zano, S.A. de C.V. (“Proeza”). Metalsa is the largest supplier of vehicle frames and structures in Mexico.

10During the three and six months ended June 30, 2007, the Company recognized income tax expense of $8.3 million ~~Retirement~~and ~~Plans~~$11.7 million, respectively, in relation to a pre-tax net loss of $16.7 million and $57.8 million, respectively. This income tax provision resulted primarily from the recognition of foreign income taxes and state taxes. Full valuation allowances were provided for U.S. Federal income tax benefits generated during the 2007 period.

~~The~~During ~~following~~the ~~table~~three ~~provides~~and six months ended June 30, 2006, the ~~components~~Company recognized an income tax expense of ~~net~~$11.9 million ~~periodic~~and ~~pension~~$9.7 million, ~~benefit~~respectively, ~~cost~~in relation to a pre-tax loss of $70.1 million and $88.9 million, ~~other~~respectively. The Company recorded income tax expense that resulted from foreign ~~post-retirement~~income taxes related to the Company’s international operations and U.S. state taxes. Full valuation allowances were provided for U.S. Federal income tax benefits generated during the 2006 period. The 2006 income tax provision was offset by an $8.1 million tax benefit ~~cost~~related to the reversal of a valuation allowance for certain tax loss carry-overs during the ~~three~~six months ended ~~September~~ June 30, (2006. The reversal of the valuation allowance resulted from the reorganization, completed in the ~~thousands):~~first quarter of 2006, at certain of the Company’s international operations. Such reorganization resulted in the ability to utilize tax loss carry-overs in future periods over a sufficiently long carry-forward period to cause the probability of their realization to be considered more likely than not.

	Pension Benefits						Other Benefits
	2005			2004			2005		2004
Service cost	$	819		$	2,140		$	82	$	94
Interest cost		3,906			3,626			2,172		1,935
Expected return on plan assets		(3,835	)		(3,045	)		—		—
Amortization of transition assets		—			(1	)		—		—
Amortization of prior service cost		621			1,054			—		—
Amortization of net losses		1,009			941			3,204		1,495
Net periodic benefit cost	$	2,520		$	4,715		$	5,458	$	3,524

We adopted FIN 48 as of January 1, 2007. FIN 48 clarified the accounting for uncertainty in income taxes recognized in companies’ financial statements in accordance with SFAS No. 109. Unrecognized tax benefits are the difference between a tax position taken, or expected to be taken in a tax return, and the benefits recognized for accounting purposes pursuant to FIN 48. The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. FIN 48 only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the taxing authorities. As a result of implementing FIN 48, the Company recognized a $0.3 million decrease in retained earnings as of January 1, 2007.

~~The~~Note ~~following~~12. ~~table~~Stockholders’ ~~provides the components of net periodic pension benefit cost and other post~~Deficit ~~retirement benefit cost for the nine months ended September 30, (in thousands):~~

	Pension Benefits						Other Benefits
	2005			2004			2005		2004
Service cost	$	4,259		$	6,420		$	482	$	283
Interest cost		11,485			10,879			6,302		5,804
Expected return on plan assets		(11,179	)		(9,134	)		—		—
Amortization of transition assets		—			(4	)		—		—
Amortization of prior service cost		3,084			3,162			—		—
Amortization of net losses		3,063			2,824			9,663		4,485
Net periodic benefit cost	$	10,712		$	14,147		$	16,447	$	10,572

Loss Per Share

~~The~~Basic ~~Company~~loss ~~previously~~per ~~disclosed~~share inis ~~its~~computed ~~consolidated~~by ~~financial~~dividing ~~statements~~net ~~for~~loss by the ~~year~~weighted ~~ended~~average number of common ~~December 31,~~shares ~~2004~~outstanding ~~that~~during itthe ~~expects~~period. ~~its~~The ~~minimum~~average ~~pension~~number ~~funding~~of ~~requirements~~common toshares bewas ~~$32.4 million~~58,865,780 and ~~during~~58,660,940 ~~2005.~~for ~~During~~the three months ended June 30, 2007 and 2006.

There was a loss attributable to common stock for all periods presented, therefore, options to purchase shares of common stock were excluded from the calculations of diluted loss per share, as inclusion of these securities would have been anti-dilutive. Additionally, no shares potentially issuable to satisfy the in-the-money amount of the convertible debentures have been included in diluted earnings per share as of June 30, 2007 and 2006, as the convertible debentures have not met the requirements for conversion.

~~the~~Stock-Based ~~three and nine months ended September 30, 2005, the Company made contributions of $8.1 million~~Compensation and $21.2 million, respectively to its pension plans. The Company presently anticipates contributing an additional $6.2 million to fund its pension plans in 2005 for a total of $27.4 million based upon the Company’s most recent estimate.

~~The~~Stock ~~Company~~Option ~~contributed $1.5 million and $6.9 million, respectively, during the three and nine~~Plans ~~months ended September 30, 2005 to its defined contribution employee savings plans.~~

Pursuant ~~The~~to ~~Company previously~~the ~~disclosed~~1994 inKey ~~its~~Employee ~~consolidated~~Stock ~~financial~~Option ~~statements~~Plan ~~for~~ (the ~~year~~“Stock ~~ended~~Option ~~December 31~~Plan”), ~~2004 that~~which itwas ~~expects~~approved by ~~minimum~~stockholders, ~~funding~~any ~~requirements~~person inwho ~~relation~~is toa ~~its~~full-time, ~~postretirement~~salaried ~~plans~~employee toof bethe ~~$20.6~~Company (excluding ~~million~~non-management ~~during~~directors) ~~2005.~~is ~~During~~eligible ~~the~~to ~~three~~participate ~~and~~(a ~~nine~~“Colleague ~~months~~Participant”) ~~ended~~in ~~September 30, 2005,~~ the ~~Company made~~Stock ~~contributions~~Option ~~of $4~~Plan.~~8 million~~ ~~and~~A ~~$16.0 million,~~committee ~~respectively,~~of tothe ~~its~~Board ~~postretirement~~of ~~plans.~~Directors ~~The Company~~selects ~~presently~~the ~~anticipates~~Colleague ~~contributing~~Participants ~~an additional $6.5 million to fund its postretirement~~and ~~plans~~determines inthe ~~2005~~terms ~~for~~and aconditions ~~total~~ of ~~$22.5 million based upon~~ the ~~Company’s most recent estimate~~options.

11The Stock Option Plan provides for the issuance of options to purchase up to 3,000,000 shares of common stock at exercise prices equal to the market price of the common stock on the date of grant, subject to certain adjustments reflecting changes in the Company’s capitalization. ~~Segment~~As ~~Information~~of June 30, 2007, 1,169,660 shares of common stock were available for issuance under the Stock Option Plan.

~~The~~Summarized ~~Company~~information ~~produces~~pertaining ato ~~broad range of assemblies and modules for vehicle body structures and suspension systems for~~ the ~~global~~Stock ~~automotive~~Option ~~industry.~~Plan The Company’s operations have similar characteristics including the nature of products, production processes and customers. The Company’s products include body structures and assemblies, lower vehicle frames and structures, chassis modules and systems and suspension components for the automotive industry. Management reviews the operating results of the Company and makes decisions based upon two operating segments: North America and International. Financial information by segment is as follows ~~(in thousands)~~:

	North America			International		Total
						Weighted
Three months ended September 30, 2005:
	Shares					Average
Revenues	$	427,437		$	285,227	$	712,664
	Under					Exercise
Operating income (loss)		(55,675	)		5,844		(49,831	)
	Option			Exercise Price		Price			Exercisable
Restructuring and asset impairment charges		37,454			239		37,693
Outstanding, December 31, 2006		91,500		$	17.13 — $22.97	$	18.23			91,500
Total assets		1,202,898			1,118,176		2,321,074
Forfeited		(1,000	)		—		19.25
Three months ended September 30, 2004:
Expired		(2,000	)		—		18.94
Revenues	$	465,044		$	257,290	$	722,334
Outstanding, June 30, 2007		88,500			17.13 — 22.97		18.21			88,500
Operating income (loss)		(15,174	)		12,035		(3,139	)
Restructuring and asset impairment charges		2,020			—		2,020
Total assets		2,035,586			990,403		3,025,989
Nine months ended September 30, 2005:
Revenues	$	1,587,442		$	964,116	$	2,551,558
Operating income (loss)		(111,872	)		52,409		(59,463	)
Restructuring and asset impairment charges		106,887			1,990		108,877
Total assets		1,202,898			1,118,176		2,321,074
Nine months ended September 30, 2004:
Revenues	$	1,516,394		$	770,389	$	2,286,783
Operating income		13,736			48,492		62,228
Restructuring and asset impairment charges		(3,283	)		—		(3,283	)
Total assets		2,035,586			990,403		3,025,989

~~Inter-segment~~The ~~revenues~~aggregate ~~are~~intrinsic ~~not~~value ~~significant~~is ~~for~~zero ~~any~~as ~~period presented. The change in~~ the ~~carrying~~fair ~~amount~~value of ~~goodwill for~~ the ~~nine~~underlying ~~months~~stock ~~ended~~was ~~September~~less ~~30,~~than ~~2005,~~the exercise ~~by operating segment follows (in thousands):~~price.

A summarization of stock options outstanding related to the Stock Option Plan at June 30, 2007 follows:

Number

Options Outstanding

Options Exercisable

Range of

Outstanding

Weighted-Average

Weighted-

Number

Weighted-

Exercisable

Remaining

Average

Exercisable

Average

Options

6/30/07

Contractual Life

Exercise Price

6/30/07

Exercise Price

$17.13 — $22.97

88,500

1.19 yrs.

18.21

88,500

18.21

Incentive Plan

The Tower Automotive Inc. Long Term Incentive Plan (“Incentive Plan”), which was approved by stockholders and adopted in 1999, is designed to promote the long-term success of the Company through stock based compensation by aligning the interests of participants with those of its stockholders. Eligible participants under the Incentive Plan include key company colleagues, directors, and outside consultants. Awards under the Incentive Plan may include stock options, stock appreciation rights, performance shares and other stock based awards. The option exercise price must be at least equal to the fair value of the Common Stock at the time the option is granted. The Company’s Board of Directors determines vesting at the date of grant, which in no event can be less than six months from the date of grant. The Incentive Plan provides for the issuance of up to 3,000,000 shares of common stock. As of June 30, 2007, 1,703,833 shares of common stock were available for issuance under the Incentive Plan. The Compensation Committee of the Board of Directors is responsible for administration, participant selection and determination of terms and conditions of the Incentive Plan. Summarized information pertaining to the Incentive Plan follows:


								Weighted
						Weighted		Average Fair
	Shares					Average		Value of
	Under					Exercise		Options
	Option			Exercise Price		Price		Granted		Exercisable

Outstanding, December 31, 2006		1,388,880		$	1.99 — $26.81	$	9.88	$	5.45		1,388,880
Forfeited		(112,850	)		3.16 — 13.75		10.64

Outstanding, June 30, 2007		1,276,030			1.99 — 26.81		9.81		5.43		1,276,030

	International
Balance at December 31, 2004	$	174,563
Currency translation adjustment		(19,175	)
Balance at September 30, 2005	$	155,388

The following table summarizes certain information pertaining to stock options outstanding under the Incentive Plan:

12. Restructuring and Asset Impairment Charges


	Number		Options Outstanding			Options Exercisable
Range of	Outstanding		Weighted-Average			Number
Exercisable	At		Remaining	Weighted-Average		Exercisable		Weighted-Average
Options	6/30/07		Contractual Life	Exercise Price		6/30/07		Exercise Price

$1.99 — $7.08		581,200	6.69 yrs.	$	3.40		581,200	$	3.40

11.33 — 15.56		573,340	3.70 yrs.		12.70		573,340		12.70

26.81		121,490	1.81 yrs.		26.81		121,490		26.81


		1,276,030	4.88 yrs.		9.81		1,276,030		9.81

~~The~~Information ~~Company~~on ~~has~~shares ~~executed various restructuring plans and may execute additional plans in the future to respond to its bankruptcy proceedings, customer sourcing decisions, realignment~~ of ~~manufacturing capacity~~restricted tostock ~~prevailing~~into ~~global~~which ~~automotive~~options ~~production~~granted ~~and~~under tothis ~~improve~~plan ~~the~~have ~~utilization of remaining~~been ~~facilities.~~converted ~~Estimates~~is ofset ~~restructuring~~forth ~~charges~~below ~~are~~under ~~based on information available at~~ the ~~time~~caption such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring expenses, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established reserves. All lease rejection costs are contained in “~~Chapter 11~~Restricted ~~and related reorganization items~~Stock” ~~on the Company’s statements of operations~~.

OnDirector ~~April 15,~~Option ~~2005, the Company committed to a plan to close its Belcamp, MD, Bowling Green, KY and~~Plan Corydon, IN facilities. The facilities ceased production in June 2005. In addition, as a result of the closing of the Corydon, IN facility, the Company reduced the number of employees at its Granite City, IL facility. These actions resulted in the elimination of approximately 800 positions. These restructuring initiatives are designed to reduce excess capacity and associated costs and improve overall efficiency.

~~Total~~In ~~costs~~February 1996, ~~associated~~the ~~with~~Company’s ~~these~~Board ~~actions~~of ~~amount~~Directors toapproved ~~approximately~~the ~~$63.4 million~~Tower Automotive, ~~which~~Inc. ~~is comprised~~Independent ofDirector ~~employee~~Stock ~~termination~~Option ~~benefits~~Plan of(the ~~$3.8 million,~~“Director ~~asset~~Option ~~impairment~~Plan”) ~~charges~~that ofprovides ~~$32.1 million, related~~for ~~lease~~the ~~costs~~grant of ~~$25.0 million~~options ~~and~~to independent ~~other~~directors, ~~costs~~as ~~of $2.5 million.~~defined ~~The~~in ~~$25 million~~the ofplan, ~~related~~to ~~lease~~acquire ~~costs~~up ~~are contained~~to in200,000 ~~Chapter 11~~shares ~~and~~of ~~related~~the ~~reorganization~~Company’s Common ~~items~~Stock, onsubject ~~the Condensed~~to ~~Consolidated~~certain ~~Statement~~adjustments ofreflecting ~~Operations~~changes ~~for~~in the ~~nine~~Company’s ~~months~~capitalization. ~~ended~~As ~~September~~of June 30, ~~2005.~~2007, ~~The~~84,800 ~~$32.1 million~~shares of ~~asset impairment~~common ~~charges~~stock were ~~recognized~~available infor ~~the~~issuance ~~three~~under ~~months~~the ~~ended~~Director Option ~~March 31, 2005~~Plan. ~~Cash~~The ~~expenditures~~option ~~for these~~exercise ~~actions~~price ~~are~~must ~~estimated~~be at ~~$4.5 million.~~least ~~These~~equal ~~amounts~~to dothe ~~not~~fair ~~include~~value ~~approximately~~of ~~$4.7~~the Common ~~million~~Stock ofat ~~cash~~the ~~expenditures~~time tothe beoption ~~incurred~~is ~~for~~granted. ~~training~~The ~~and~~Company’s ~~relocation~~Board of ~~colleagues~~Directors ~~and~~determines vesting at ~~equipment.~~the ~~These~~date ~~actions~~of ~~are~~grant, ~~contained~~which in ~~the~~no ~~North~~event ~~America~~can ~~operating~~be ~~segment~~less than six months from the date of grant. Summarized information pertaining to the Director Plan follows:

On October 5, 2005, the Company notified employees at its Milwaukee, WI facility that production of the Ford Ranger Truck frame would be moved to its Bellevue, OH facility. This action was taken to reduce costs and improve overall operating efficiency and is contained in the North America operating segment. Production in Milwaukee will end in March 2006.


								Weighted
						Weighted		Average Fair
	Shares					Average		Value of
	Under					Exercise		Options
	Option			Exercise Price		Price		Granted		Exercisable

Outstanding, December 31, 2006		85,200		$	18.94 — $22.97	$	19.63	$	10.33		85,200
Expired		(40,000	)		18.94		18.94

Outstanding, June 30,2007		45,200			19.25 — 22.97		20.24		10.27		45,200

~~Total~~The ~~estimated~~following ~~costs~~table ~~associated~~summarizes ~~with~~certain ~~this~~information ~~action~~pertaining ~~are~~to ~~approximately~~stock ~~$6 million,~~options ~~which~~outstanding ~~is comprised~~under ofthe ~~employee~~Director ~~termination~~Option ~~benefits~~Plan ~~of $4 million, asset impairment charges of $1 million and other~~follows: costs of $1 million. Future cash expenditures for these actions are estimated at $5 million. These amounts do not include approximately $8 million of cash expenditures to move and install equipment in Bellevue. The asset impairment charges were recognized during the third quarter of 2005.

On October 13, 2005, the Company notified employees at its Granite City, IL and Milan, TN operations, of the Company’s intention to close these two manufacturing facilities. This action is part of the Company’s ongoing rationalization and consolidation of its North American operations to reduce excess capacity, reduce costs and improve overall operating efficiency. These facility closures are expected to be completed by December 2006.

Options Outstanding

Options Exercisable

Range of

Number

Weighted-Average

Number

Exercisable

Outstanding

Remaining

Weighted-Average

Exercisable

Weighted-Average

Options

At 6/30/07

Contractual Life

Exercise Price

6/30/07

Exercise Price

$19.25 — $22.97

45,200

1.40 yrs.

20.24

45,200

20.24

Total estimated costs associated with these actions are approximately $65 million, which is comprised of employee termination benefits of $7 million, asset impairment charges of $20 million, non-cash lease rejection and restructuring charges of $31 million and other costs of $7 million. Future cash expenditures for these actions are estimated at $14 million. These amounts do not include approximately $38 million of cash expenditures for new building and consolidation and relocation costs. The asset impairment charges were recognized during the third quarter of 2005.

The Company recognized other restructuring charges contained in the North America operating segment relating primarily to the Milwaukee facility, including certain pension and postretirement curtailment charges, during the three and nine months ended September 30, 2005. The Company recognized approximately $15.5 million of net costs as a results of these actions.

~~During~~Note ~~the second quarter of 2005, the Company determined that certain property, plant and equipment in North America would not be utilized through the date originally estimated~~13. ~~Cash~~Retirement ~~flow~~Plans projections were prepared which indicated that there were not sufficient projected cash flows to support the carrying value of such property, plant and equipment, which resulted in an asset impairment charge of $29.6 million included in restructuring and asset impairment charges in the accompanying statement of operations for the nine months ended September 30, 2005.

The following table ~~below~~provides ~~summarizes~~ the ~~accrual~~components ~~for~~of ~~the~~net ~~Company’s~~periodic ~~various~~pension ~~restructuring~~benefit ~~actions~~cost and other post-retirement benefit cost for the ~~nine~~ three months ended ~~September~~June 30, ~~2005~~ (in thousands):

	Severance			Other Costs			Total
	Pension Benefits						Other Benefits
Balance at December 31, 2004	$	2,615		$	4,349		$	6,964
	2007			2006			2007			2006
Provision		6,595			—			6,595
Service cost	$	29		$	1,065		$	—		$	32
Cash usage		(3,848	)		—			(3,848	)
Interest cost		3,581			3,771			1,212			2,084
Non-cash charges and revisions of estimates		(1,069	)		(4,349	)		(5,418	)
Expected return on plan assets		(3,425	)		(3,238	)		(134	)		—
Balance at September 30, 2005	$	4,293		$	—		$	4,293
Amortization of prior service cost		75			315			(627	)		—
Amortization of net losses		515			764			982			1,951
Net periodic benefit cost	$	775		$	2,677		$	1,433		$	4,067

~~Except~~The asfollowing ~~disclosed~~table ~~above,~~provides the ~~Company~~components ~~does~~of ~~not~~net ~~anticipate~~periodic ~~incurring~~pension ~~additional~~benefit ~~material~~cost ~~cash~~and other ~~charges~~post-retirement ~~associated~~benefit ~~with~~cost ~~these~~for ~~actions.~~the six months ended June 30, (in thousands):

13. Comprehensive Income (Loss)


	Pension Benefits						Other Benefits
	2007			2006			2007			2006
Service cost	$	58		$	2,130		$	—		$	64
Interest cost		7,162			7,542			2,424			4,133
Expected return on plan assets		(6,850	)		(6,476	)		(268	)		—
Amortization of prior service cost		150			630			(1,287	)		—
Amortization of net losses		1,030			1,528			1,964			4,098

Net periodic benefit cost	$	1,550		$	5,354		$	2,833		$	8,295

The ~~following~~Company ~~table~~previously ~~presents~~disclosed ~~comprehensive~~in ~~income~~its ~~(loss)~~Consolidated Financial Statements for the year ended December 31, ~~net~~2006 that it expects its minimum pension funding requirements to be $10.0 million during 2007. During the three and six months ended June 30, 2007, the Company made contributions of ~~tax~~$3.5 million (and $3.6 million to its pension plans. The Company presently anticipates contributing an additional $6.4 million to fund its pension plans in ~~thousands):~~2007 for a total of $10.0 million based upon the Company’s most recent estimate. The Company’s obligations under these retirement plans may be subject to compromise in the Company’s bankruptcy proceedings.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Net loss	$	(76,556	)	$	(20,218	)	$	(309,004	)	$	(10,857	)
Change in cumulative translation adjustment		964			4,235			(16,097	)		(8,610	)
Unrealized gain on qualifying cash flow hedges, net of tax of $-, $575, $- and $2,299, respectively		1,132			1,118			4,460			4,463
Comprehensive income (loss)	$	(74,460	)	$	(14,865	)	$	(320,641	)	$	(15,004	)

The Company contributed $2.9 million and $5.5 million during the three and six months ended June 30, 2007 to its defined contribution employee savings plans.

14In April 2006, the Company submitted for approval to the Bankruptcy Court settlement agreements with two groups representing current and future retirees. ~~Commitments~~Both settlements include modifications of retiree health care benefits for both retired salaried employees as well as current and ~~Contingencies~~future retirees of the Company’s Milwaukee, WI facility.

~~Environmental~~In ~~Matters~~May 2006, the Bankruptcy Court approved the agreements with the official committee representing the Company’s salaried retirees (the “Retiree Committee Stipulation”) and with the unions representing retirees at the Company’s Milwaukee, WI facility (the “Milwaukee Stipulation”). Pursuant to the Retiree Committee Stipulation, salaried retirees continued to receive current benefits through June 30, 2006. The salaried retirees established a Voluntary Employee Benefit Association (“VEBA”) trust to administer benefits after June 30, 2006. The Company will also provide certain cash and equity consideration to the VEBA upon emergence from bankruptcy. Such consideration will total approximately $5 million. The Company will also provide certain supplemental cash payments to the VEBA, until such time as the Company emerges from bankruptcy.

~~The~~Under ~~Company~~the ~~owns~~Milwaukee ~~properties~~Stipulation, ~~which~~the ~~have~~Company ~~been~~continued ~~impacted~~current bybenefit ~~environmental~~payments ~~releases.~~through ~~The Company is~~June 30, ~~liable~~2006 for ~~costs~~hourly ~~associated~~retirees. ~~with~~A ~~investigation~~separate ~~and/or~~VEBA ~~remediation~~was ofestablished ~~contamination~~and inbegan ~~one~~administering orbenefits ~~more~~for ~~environmental~~retirees ~~media~~and attheir ~~some~~dependents ofbeginning ~~these~~July 1, ~~properties~~2006. The Company iscontributed ~~actively~~cash ~~involved in investigation~~of ~~and/or~~approximately ~~remediation at several of these locations~~$2.5 million Aton ~~certain of these locations~~June 30, ~~costs~~2006. ~~incurred for~~The ~~environmental~~Company ~~investigation/remediation~~will ~~are~~also ~~being~~contribute ~~paid~~additional ~~partly or completely out of funds placed~~amounts ~~into~~until ~~escrow~~emergence byfrom ~~previous property owners~~bankruptcy. ~~Nonetheless~~In addition, ~~total~~the ~~costs~~Company ~~associated with remediation of environmental contamination at these properties could be substantial and~~ may ~~have~~make anadditional ~~adverse~~cash ~~impact~~contributions onto the ~~Company’s~~VEBA ~~financial~~if ~~condition,~~the ~~results of operations or cash flows.~~reorganized

~~environmental~~Company ~~reserves~~meets ~~established~~certain byfinancial ~~the Company~~targets. ~~Inherent~~In ~~uncertainties~~addition, ~~exist in~~ the ~~estimates, primarily~~Company ~~due~~will tomake ~~unknown~~payments ~~conditions, changing governmental regulations and legal standards~~totaling ~~regarding~~approximately ~~liability~~$3.5 million ~~and~~in ~~evolving~~settlement ~~technologies for handling site remediation and restoration. As~~ of ~~September 30,~~all ~~2005~~other ~~and~~outstanding ~~December 31,~~matters ~~2004,~~with the ~~Company had accrued approximately $11.6 million~~impacted ~~and $16~~employees.~~3 million, respectively.~~

~~Litigation~~The Official Committee of Unsecured Creditors in the Company Chapter 11 cases has appealed the Bankruptcy Court’s approval of the Retiree Committee Stipulation and the Milwaukee Stipulation (the “1114 Appeal”). The appeal is currently pending in the United States Court of Appeals for the Second Circuit.

~~The~~In August 2006, the Company issubmitted ~~subject~~for approval to ~~various~~the ~~legal~~Bankruptcy ~~actions~~Court ~~and~~settlement ~~claims~~agreements (the ~~incidental~~“UAW/IUE-CWA toStipulation”) ~~its~~with ~~business.~~two ~~Litigation is~~groups ~~subject~~representing tocurrent ~~many~~retirees ~~uncertainties~~at ~~and~~certain closed plants (the ~~outcome~~“Closed ofPlant ~~individual~~Retirees”) ~~litigated~~which ~~matters~~were isrepresented ~~not~~by ~~predictable with~~the ~~assurance.~~United ~~After~~Automobile, ~~discussions~~Aerospace ~~with~~and Agricultural ~~counsel,~~Implement itWorkers isof America (the ~~opinion~~“UAW”) ofand ~~management~~with ~~that~~retirees from the ~~outcome of~~Company’s ~~such~~Greenville, ~~matters~~MI ~~will~~facility ~~not~~(the ~~have~~“Greenville aRetirees”), ~~material~~which ~~adverse~~were ~~impact~~represented onby the ~~Company’s financial position~~IUE, ~~results~~the Industrial Division of ~~operations~~the orCommunication ~~cash~~Workers ~~flows~~of America, AFL-CIO (the “IUE-CWA”).

OnIn ~~February~~August 22006, ~~2005,~~ the ~~Debtors~~Bankruptcy ~~filed~~Court aapproved ~~voluntary petition for relief under~~ the ~~Bankruptcy~~UAW/IUE-CWA ~~Code~~Stipulation. ~~The~~ ~~cases~~Under ~~of each of~~ the ~~Debtors~~UAW/IUE-CWA Stipulation, ~~were consolidated for~~ the ~~purpose~~Company ofcontinued ~~joint~~current ~~administration~~benefit ~~(See Note~~payments ~~2).~~for ~~As a result of~~ the ~~commencement~~Greenville ofRetirees ~~the Chapter~~through August ~~11 proceedings by the Debtors~~31, ~~an automatic~~2006 ~~stay~~and ~~has~~for ~~been imposed against~~ the ~~commencement~~Closed orPlant ~~continuation~~Retirees ofthrough ~~legal proceedings, pertaining to claims existing as of February~~September 230, ~~2005,~~2006. ~~against~~A ~~the~~VEBA ~~Debtors~~was established ~~outside~~and ofbegan ~~the~~administering ~~Bankruptcy Court.~~benefits ~~Claimants~~for ~~against~~Greenville ~~the~~Retirees ~~Debtors~~and ~~may assert~~ their ~~claims~~dependents ~~in the Chapter 11 proceedings by~~beginning ~~filing a proof of claim~~September 1, to2006. ~~which~~The ~~the~~Company ~~Debtors~~contributed ~~may object and seek~~ a ~~determination~~cash ~~from~~payment ~~the Bankruptcy Court as to the allowability~~ of ~~the~~approximately ~~claim~~$0.5 million ~~Claimants who desire~~ to ~~liquidate their claims in legal proceedings outside of~~ the ~~Bankruptcy Court will be required to obtain relief from~~ ~~the~~VEBA ~~automatic~~on ~~stay~~September 1, ~~by order of the Bankruptcy Court~~2006. IfThe ~~such~~Company ~~relief~~made isa ~~granted,~~cash ~~the~~payment ~~automatic stay will remain in effect with respect~~ to ~~the~~a ~~collection~~trust offor ~~liquidated claim amounts. Generally, all claims against~~ the ~~Debtors~~benefit ~~that seek a recovery from assets~~ of the ~~Debtors’ estates will be~~ ~~addressed~~Closed inPlant ~~the~~Retirees ~~Chapter~~on October 111, ~~proceedings and paid only pursuant to the terms of a confirmed plan of reorganization~~2006.

The ~~Company~~Official ~~requested~~Committee ~~an extension~~ of ~~the~~Unsecured ~~required~~Creditors ~~due~~in ~~date for~~ the ~~filing~~Company’s ofChapter 11 ~~its~~cases ~~plan~~has ofappealed the ~~reorganization.~~Bankruptcy OnCourt’s ~~September 21,~~approval ~~2005,~~of the ~~Bankruptcy~~UAW/IUE-CWA ~~Court~~Stipulation, ~~approved~~which anappeal ~~extension~~is ofpending ~~the~~and ~~due~~has ~~date~~been ~~from~~consolidated ~~September 30,~~with ~~2005~~the to1114 ~~January 27, 2006~~Appeal.

~~Key~~For ~~Employee~~accounting ~~Retention~~purposes, ~~Plan~~the ~~Agreements~~Company has concluded that the postretirement medical benefits to be paid by the VEBAs and the Company’s related contribution obligations should be treated as defined benefit postretirement plans. As such, while the Company’s only obligation to the VEBAs is to contribute additional amounts, which are predetermined, the Company must account for net periodic postretirement benefit costs in accordance with SFAS No. 106, “Employers’ Accounting for Postretirement Benefits other than Pensions,” and record any difference between the assets of each VEBA and its accumulated postretirement obligation (“APBO”) in the Company’s financial statements. As of September 30, 2006, the Milwaukee Union and Non-Union VEBAs were included in the APBO. The Greenville Union VEBA was included during the fourth quarter of 2006.

On March 30, 2005, the Bankruptcy Court entered an order approving the execution and implementation by the Company of Key Employee Retention Plan Agreements (the “KERP Agreements”) and the assumption of certain executive contracts.

The Company entered into the KERP Agreements to ensure the continued contributions of its key employees during the Company’s Chapter 11 bankruptcy proceedings. Under each KERP Agreement, the Company agrees to pay the applicable employee a retention incentive. The total amount of the retention incentive (which varies by employee from 40% to 110% of base salary) is payable in four installments of 25% each, conditioned upon the employee’s continued employment by the Company through each of the scheduled payment dates. The four scheduled payment dates are (1) May 2, 2005; (2) November 2, 2005; (3) the confirmation of a plan of reorganization in the Company’s Chapter 11 proceedings; and (4) six months after the confirmation of a plan of reorganization in the Company’s Chapter 11 proceedings. The approximate cost of the KERP Agreements and the assumption of certain executive contracts is approximately $13.2 million. During the three and nine months ended September 30, 2005, the Company recognized expense of $1.7 million and $3.4 million, respectively, in relation to this plan.

Pursuant to each KERP Agreement, if the employee’s employment by the Company is voluntarily terminated by the employee (other than upon retirement) or is terminated by the Company for cause (as defined in the KERP Agreement) prior to a scheduled payment date, the employee forfeits all unpaid amounts of the retention incentive. If an employee’s employment by the Company is terminated by the Company other than for cause or is terminated as a result of retirement, disability or death, the Company is obligated to pay the employee (or his or her estate) a prorated portion of the unpaid amount of the retention incentive, based upon the date of termination of employment.

15Note 14. ~~Recently~~Segment ~~Issued Accounting Pronouncements~~Information

~~In December 2004,~~The ~~the~~Company ~~Financial~~produces ~~Accounting~~a ~~Standards~~broad ~~Board (“FASB”)~~range ~~issued SFAS No. 123(R), “Share-Based Payment.” SFAS 123(R) applies to all transactions involving the issuance~~ of ~~equity instruments~~assemblies ~~(stock, stock options~~ and ~~other~~modules ~~equity instruments)~~ for ~~goods~~vehicle orbody ~~services,~~structures ~~or the~~and ~~incurrence~~suspension ofsystems ~~liabilities~~ for ~~goods or services that are based on~~ the ~~fair~~global ~~value~~automotive ofindustry. anThe ~~entity~~Company’s ~~equity~~ oroperations ~~may~~have ~~be settled in an entity’s equity. Under this standard, the fair value of all~~similar ~~employee~~characteristics ~~share-based~~including ~~payment awards will be expensed through~~ the ~~statement~~nature of ~~operations~~products, ~~over~~production ~~any applicable~~processes ~~vesting~~and ~~period~~customers. ~~SFAS~~The Company’s ~~123(R)~~products ~~requires~~include ~~the~~body ~~use~~structures ofand aassemblies, ~~fair~~lower ~~value~~vehicle ~~valuation~~frames ~~method~~and tostructures, ~~measure~~chassis ~~share-based~~modules ~~payment~~and ~~awards.~~systems ~~This~~and ~~standard~~suspension iscomponents. ~~effective~~Management ~~for~~reviews the ~~Company~~operating onresults ~~January 1, 2006.~~of ~~The~~the Company ~~shall~~and bemakes ~~required~~decisions tobased ~~recognize~~upon ~~compensation~~two ~~expense,~~operating ~~over~~segments: anNorth ~~applicable~~America ~~vesting period,~~and ~~for all awards granted subsequent to adoption of this standard~~International. ~~In addition, the Company~~ ~~shall~~The befollowing ~~required~~is toa ~~recognize~~summary ~~compensation expense pertaining to the unvested portion~~ of ~~previously~~ ~~granted~~selected ~~awards~~data ~~outstanding~~for aseach of ~~the~~our ~~date~~segments, ofexcluding ~~adoption as those awards continue to vest.~~discontinued ~~The~~operations, ~~Company~~expect ~~anticipates~~for ~~that~~total ~~adoption~~assets ~~of SFAS 123~~(R)in ~~will not have a material impact on its~~thousands): ~~consolidated financial statements.~~

In May 2005, the FASB issued SFAS 154, “Accounting Changes and Error Corrections.” SFAS 154 replaces Accounting Principles Board Opinion No. 20, “Accounting Changes” and SFAS 3, “Reporting Accounting Changes in Interim Financial Statements” and changes the requirements for the accounting and reporting of a change in accounting principle. This statement requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle should be recognized in the period of the accounting change. This statement also requires that a change in depreciation or amortization method for long-lived, non-financial assets be accounted for as a change in accounting estimate effected by a change in accounting principle. This standard is effective for the Company on January 1, 2006. The Company anticipates that SFAS 154 will not have a material effect on its consolidated financial statements.


	North America			International		Total
Three months ended June 30, 2007:
Revenues	$	279,575		$	383,778	$	663,353
Restructuring and asset impairment charges		16,882			1,442		18,324
Operating income (loss)		(3,084	)		27,318		24,234
Total assets	$	906,317		$	1,228,912	$	2,135,229

Three months ended June, 2006:
Revenues	$	326,390		$	351,083	$	677,473
Restructuring and asset impairment charges		25,213			3,129		28,342
Operating income (loss)		(22,520	)		17,681		(4,839	)
Total assets	$	1,129,299		$	1,172,412	$	2,301,711

Six months ended June 30, 2007:
Revenues	$	542,670		$	739,134	$	1,281,804
Restructuring and asset impairment charges		22,542			1,609		24,151
Operating income (loss)		(21,235	)		41,463		20,228
Total assets	$	906,317		$	1,228,912	$	2,135,229

Six months ended June 30, 2006:
Revenues	$	668,815		$	679,416	$	1,348,231
Restructuring and asset impairment charges		27,624			3,240		30,864
Operating income (loss)		(32,271	)		40,286		8,015
Total assets	$	1,129,299		$	1,172,412	$	2,301,711

~~16.~~Inter-segment ~~Subsequent~~revenues ~~Events~~are not significant for any period presented.

InNote ~~October 2005,~~15. ~~the~~Commitments ~~Bankruptcy Court approved a settlement agreement between the Company~~ and aContingencies ~~vendor. As a result of this settlement, the Company will recognize a gain of $7.7 million in the fourth quarter of 2005.~~

~~17.~~Key ~~Consolidating~~Employee ~~Guarantor~~Retention ~~and~~Plan ~~Non-Guarantor Financial Information~~Agreements

~~The~~On ~~following~~March 30, ~~consolidating~~2005, ~~financial~~the ~~information~~Bankruptcy ~~presents~~Court ~~balance~~entered ~~sheets,~~an ~~statements~~order ofapproving ~~operations~~ the execution and ~~cash~~implementation of ~~flow~~a ~~information~~Key ~~related~~Employee toRetention Program (“KERP”) by the Company’s ~~business.~~and ~~Certain~~the ~~foreign~~assumption ~~subsidiaries~~ of ~~R.J.~~certain executive ~~Tower~~contracts. ~~Corporation~~Under the order, athree ~~100%~~separate ~~owned~~retention ~~subsidiary~~funds ofwere ~~Tower~~made ~~Automotive~~available, ~~Inc.,~~including specific ~~are~~retention ~~subject~~incentives tofor ~~restrictions~~approximately on100 ~~their~~Key ~~ability~~Employees to(“the ~~pay~~Core ~~dividends~~KERP orAgreements”). ~~otherwise~~Under ~~distribute~~the ~~cash~~Core toKERP R.Agreements, J.the ~~Tower~~Company ~~Corporation~~agreed ~~because~~to ~~they~~pay ~~are~~the ~~subject~~applicable toemployee ~~financing~~a ~~arrangements~~retention ~~that~~incentive. ~~restrict~~The ~~them~~total ~~from~~amount ~~paying~~of ~~dividends.~~the ~~Each~~retention ~~Guarantor,~~incentive as(which ~~defined,~~varies isby aemployee ~~direct~~from or40% ~~indirect~~to ~~100~~110% ~~owned subsidiary~~ of ~~the~~base ~~Company~~salary) is ~~and~~payable ~~has~~in ~~fully~~four ~~and~~installments ~~unconditionally~~of ~~guaranteed the 9.~~25% ~~senior~~each, ~~unsecured Euro~~conditioned ~~notes~~upon ~~issued~~the byemployee’s R.continued J.employment by ~~Tower~~the ~~Corporation~~Company inthrough ~~2000,~~each of the ~~12%~~scheduled ~~senior~~payment ~~unsecured~~dates. ~~notes~~The ~~issued~~four byscheduled ~~R. J.~~payment ~~Tower~~dates ~~Corporation~~are (1) May 2, in2005; ~~2003~~(2) November 2, ~~and~~2005; (3) the ~~DIP~~effective ~~financing~~date ~~entered~~of ~~into~~emergence byin R.the J.Company’s ~~Tower Corporation in~~Chapter ~~February 2005.~~11 ~~Tower~~proceedings; ~~Automotive,~~and ~~Inc.~~ (~~the parent company~~4) six ~~has~~months ~~also~~after ~~fully~~the ~~and~~effective ~~unconditionally guaranteed~~date ~~the~~of ~~notes~~emergence ~~and~~in the ~~DIP~~Company’s ~~financing~~Chapter 11 ~~and~~proceedings. isIn ~~reflected~~addition, asa ~~the~~transition ~~Parent~~incentive ~~Guarantor~~pool inwas ~~the consolidating~~established ~~financial~~for ~~information.~~Key ~~The~~Employees ~~Non-Guarantor~~whose roles ~~Restricted~~will ~~Companies~~be ~~are~~phased ~~the~~out, ~~Company’s foreign~~but ~~subsidiaries~~whose ~~except~~employment ~~for~~during ~~Seojin~~such ~~Industrial~~phase ~~Company~~out ~~Limited,~~remains ~~which~~critical isand ~~reflected~~a discretionary asfund ~~the Non-Guarantor~~was ~~Unrestricted~~made ~~Company~~available into ~~the~~address ~~consolidating~~unanticipated ~~financial~~retention ~~information~~needs. AsThe acost ~~result~~ of the ~~Chapter 11~~Key ~~filing~~Employee byRetention ~~the~~program ~~Debtors,~~and the ~~above-mentioned~~assumption ~~notes~~of ~~are~~certain ~~subject~~executive tocontracts ~~compromise~~is ~~pursuant to~~approximately ~~the bankruptcy proceedings~~$13.2 million. ~~Separate~~The ~~financial~~Company ~~statements~~did ~~and~~not ~~other~~recognize ~~disclosures~~any ~~concerning~~expense during the ~~Guarantors~~ ~~have~~three ~~not~~and ~~been~~six ~~presented~~months ~~because~~ended June 30, ~~management~~2007 ~~believes~~in ~~that~~relation ~~such~~to ~~information~~this ~~is not material~~plan.

~~TOWER~~by ~~AUTOMOTIVE,~~the ~~INC. Consolidating~~Company ~~Balance~~other ~~Sheets~~than atfor ~~September 30~~cause or is terminated as a result of retirement, ~~2005~~disability or death, the Company is obligated to pay the employee (~~Amounts~~or inhis ~~thousands~~or —her ~~unaudited~~estate) a prorated portion of the unpaid amount of the retention incentive, based upon the date of termination of employment.

										Non-Guarantor			Non-Guarantor
	R.J. Tower			Parent			Guarantor			Restricted			Unrestricted
	Corporation			Guarantor			Companies			Companies			Companies			Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	1,713		$	—		$	(537	)	$	44,108		$	233		$	—	$	45,517
Accounts receivable		7,455			—			215,164			206,387			12,582			—		441,588
Inventories		—			—			70,594			53,002			15,516			—		139,112
Prepaid tooling and other		2,230			—			35,440			84,842			26,963			—		149,475
Total current assets		11,398			—			320,661			388,339			55,294			—		775,692
Property, plant and equipment, net		684			—			551,498			302,717			192,953			—		1,047,852
Investments in and advances to (from) affiliates		765,476			(49,817	)		(668,156	)		(183,171	)		(3,141	)		361,091		222,282
Goodwill		—			—			—			155,388			—			—		155,388
Other assets, net		17,937			—			49,785			28,318			23,820			—		119,860
	$	795,495		$	(49,817	)	$	253,788		$	691,591		$	268,926		$	361,091	$	2,321,074
Liabilities and Stockholders’ Investment (Deficit)
Current liabilities:
Current maturities of long-term debt and capital lease obligations	$	—		$	—		$	14,257		$	16,256		$	111,568		$	—	$	142,081
Accounts payable		9,858			—			94,192			177,534			40,614					322,198
Accrued liabilities		45,352			—			111,006			82,988			7,992			—		247,338
Total current liabilities		55,210			—			219,455			276,778			160,174			—		711,617
Liabilities subject to compromise		557,311			391,088			186,575			—			—			—		1,134,974
Non-Current Liabilities Not Subject to Compromise:
Long-term debt, net of current maturities		—			—			43,770			8,435			36,759			—		88,964
Debtor-in-possession borrowings, net of current maturities		553,764			—			—			—			—			—		553,764
Obligations under capital leases, net of current maturities		—			—			—			30,048			—			—		30,048
Other noncurrent liabilities		43,575			—			144,792			35,319			18,926			—		242,612
Total noncurrent liabilities		597,339			—			188,562			73,802			55,685			—		915,388
Stockholders’ investment (deficit)		(414,365	)		(440,905	)		(340,804	)		341,011			53,067			361,091		(440,905	)
	$	795,495		$	(49,817	)	$	253,788		$	691,591		$	268,926		$	361,091	$	2,321,074

Environmental Matters

The Company owns properties which have been impacted by environmental releases. The Company is liable for costs associated with investigation and/or remediation of contamination in one or more environmental media at some of these properties. The Company is actively involved in investigation and/or remediation at several of these locations. At certain of these locations, costs incurred for environmental investigation/remediation are being paid partly or completely out of funds placed into escrow by previous property owners. Nonetheless, total costs associated with remediation of environmental contamination at these properties could be substantial and may have an adverse impact on the Company’s financial condition, results of operations or cash flows.

Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The established liability for environmental matters is based upon management’s best estimates of expected investigation/remediation costs related to environmental contamination. It is possible that actual costs associated with these matters will exceed the environmental reserves established by the Company. Inherent uncertainties exist in the estimates, primarily due to unknown conditions, changing governmental regulations and legal standards regarding liability and evolving technologies for handling site remediation and restoration. As of June 30, 2007 and December 31, 2006, the Company had accrued approximately $5.3 million and $10.2 million, respectively, for environmental remediation.

Litigation

The Company is subject to various legal actions and claims incidental to its business. Litigation is subject to many uncertainties and the outcome of individual litigated matters is not predictable with assurance. After discussions with counsel, it is the opinion of management that the outcome of such matters will not have a material adverse impact on the Company’s financial position, results of operations or cash flows.

On February 2, 2005, the Debtors filed a voluntary petition for relief under the Bankruptcy Code. The cases of each of the Debtors were consolidated for the purpose of joint administration (see Note 2). As a result of the commencement of the Chapter 11 proceedings by the Debtors, an automatic stay has been imposed against the commencement or continuation of legal proceedings, pertaining to claims existing as of February 2, 2005, against the Debtors outside of the Bankruptcy Court. Claimants against the Debtors may assert their claims in the Chapter 11 proceedings by filing a proof of claim, to which the Debtors may object and seek a determination from the Bankruptcy Court as to the allowability of the claim. Claimants who desire to liquidate their claims in legal proceedings outside of the Bankruptcy Court will be required to obtain relief from the automatic stay by order of the Bankruptcy Court. If such relief is granted, the automatic stay will remain in effect with respect to the collection of liquidated claim amounts. Generally, all claims against the Debtors that seek a recovery from assets of the Debtors’ estates will be addressed in the Chapter 11 proceedings and paid only pursuant to the terms of a confirmed plan of reorganization. The Company filed its plan of reorganization on May 1, 2007.

Following the above-referenced February 2, 2005 filing, certain claims were filed against certain current and former officers and directors of the Company, alleging various (1) violations of the federal securities laws (the “Securities Litigation”), and (2) breaches of fiduciary duties to participants in and beneficiaries of the Company’s various 401(k) retirement plans in connection with the availability of the common stock of Tower Automotive, Inc. as an investment option under the plans (the “ERISA Litigation”). Defendants have moved to dismiss the claims in each of the cases, and those motions remain pending in the federal court in New York. The Company and the parties to the ERISA Litigation have reached an agreement to settle the ERISA Litigation, which motion remains subject to final district court approval.

On November 29, 2005, the Company’s joint venture partner in Metalsa, Grupo, S.A. de C.V. (“Proeza”) filed a lawsuit in Mexico against Tower Mexico, Metalsa, and certain of Tower Mexico’s directors. Proeza’s lawsuit alleges certain breaches of Tower Mexico’s obligations under the governing documents of the joint venture and asserts certain rights in connection with the alleged change in control of Tower Mexico. As a result of these allegations, Proeza sought either the rescission of the joint venture relationship or the redemption of Tower Mexico’s investment in Metalsa. The Company believes that Proeza’s claims and assertions are without merit and has been vigorously defending this matter, including the venue of the litigation.

~~TOWER~~The ~~AUTOMOTIVE,~~Nuevo ~~INC. Consolidating~~León ~~Statement~~Supreme ofCourt ~~Operations~~ruled ~~for~~upholding the ~~Three~~jurisdiction ~~Months~~of ~~Ended~~the ~~September 30,~~Monterrey ~~2005~~ state court (~~Amounts~~Third Civil Court). Tower Mexico filed a constitutional appeal in ~~thousands~~federal —court ~~unaudited~~relating to the jurisdiction ruling. The federal court (Fourth District Court) ruled also upholding the jurisdiction of the Monterrey court.

										Non-Guarantor			Non-Guarantor
	R.J. Tower			Parent			Guarantor			Restricted			Unrestricted
	Corporation			Guarantor			Companies			Companies			Companies			Eliminations		Consolidated
Revenues	$	—		$	—		$	418,484		$	226,204		$	67,976		$	—	$	712,664
Cost of sales		(1,731	)		—			414,663			200,092			75,578			—		688,602
Gross profit		1,731			—			3,821			26,112			(7,602	)		—		24,062
Selling, general and administrative expenses		(9,274	)		—			31,694			10,989			2,791			—		36,200
Restructuring and asset impairment charge		(2,787	)		—			40,240			240			—			—		37,693
Operating income (loss)		13,792			—			(68,113	)		14,883			(10,393	)		—		(49,831	)
Interest expense (income), net		16,802			—			1,803			960			1,945			—		21,510
Chapter 11 and related reorganization items		6,615			—			—			—			—			—		6,615
Income (loss) before provision for income taxes, equity in earnings of joint ventures and minority interest		(9,625	)		—			(69,916	)		13,923			(12,338	)		—		(77,956	)
Provision (benefit) for income taxes		—			—			129			4,505			(3,112	)		—		1,522
Income (loss) before equity in earnings of joint ventures and minority interest		(9,625	)		—			(70,045	)		9,418			(9,226	)		—		(79,478	)
Equity earnings in joint ventures and subsidiaries, net		(66,931	)		(76,556	)		—			—			—			147,803		4,316
Minority interest, net		—			—			—			(1,394	)		—			—		(1,394	)
Net income (loss)	$	(76,556	)	$	(76,556	)	$	(70,045	)	$	8,024		$	(9,226	)	$	147,803	$	(76,556	)

On December 21, 2006, the Monterrey state court ruled as to the substance of the case and ruled in favor of Proeza but did not rule that Proeza has the right to rescind the joint venture relationship but did rule that Proeza has the right to redeem Tower Mexico’s investment in Metalsa. Tower Mexico appealed the ruling of the Monterrey state court to the Nuevo León appellate court. On September 13, 2007, the Nuevo León appellate court (Seventh Court of Appeals) ruled confirming almost all aspects of the ruling of the Monterrey state court. Tower Mexico is filing its federal constitutional appeal against the ruling of the Monterrey state court.

In addition, the Company has also filed with the International Chamber of Commerce a request for arbitration of the disputes raised in the Mexico lawsuits. That arbitration proceeding is pending.

Note 16. Subsequent Events

On July 31, 2007 (the “Effective Date”), the Registrant’s Plan of Reorganization (the “POR”) became effective and, in connection therewith, the Registrant completed the sale of substantially all of its assets to Tower Automotive, LLC, an affiliate of Cerberus Capital Management, L.P. The sale concludes the Company’s restructuring process and finalizes its emergence from Chapter 11. The aggregate consideration paid by the purchaser in connection with the asset sale was approximately $1.0 billion, which was used to fund the POR. In particular, the POR provides for the repayment in full of all of the allowed secured claims of the Debtors, including obligations under the Debtor-in-Possession credit facility and second lien loan facility, as well as payment in full of allowed administrative and priority claims; the assumption of the Debtors’ pension plan by the purchaser; and partial recovery for holders of certain allowed unsecured claims. Upon effectiveness of the POR, all of the remaining assets (other than certain causes of action brought under Chapter 5 of the Bankruptcy Code which, pursuant to the POR, were transferred to the Unsecured Creditors Trust) of the Debtors, including the Registrant were transferred to a Post-Consummation Trust. As a result of the foregoing, the Debtors collectively have no assets and have ceased all operations.

On the Effective Date, all of the outstanding common stock, par value $0.01 per share (the “Common Stock”), of the Registrant was cancelled for no consideration pursuant to the POR. In addition, all of the Tower Automotive Capital Trust’s 6-3/4% Convertible Trust Preferred Securities (liquidation preference of $50 per share) and the related guarantee by the Registrant were each cancelled for no consideration pursuant to and upon effectiveness of the POR. All of the outstanding securities issued by the Debtors were also canceled pursuant to the POR, including the 5.75% Convertible Senior Debentures due 2024 issued by the Registrant and the 12% Senior Notes due 2013 and 9.25% Senior Notes due 2010 issued by R.J. Tower Corporation, a direct wholly owned subsidiary of the Registrant.

On the Effective Date, the Registrant is now controlled by the Post-Consummation Trust Administrator pursuant to the terms of the POR. Jeffery J. Stegenga, a Managing Director of Alvarez & Marsal North America, LLC, was appointed as Post-Consummation Trust Administrator pursuant to the terms of the POR.

As of the Effective Date, control of the Registrant was vested in the Post-Consummation Trust pursuant to the terms of the POR. Accordingly, all of the existing directors and executive officers of the Registrant were deemed to have effectively resigned as of the Effective Date.

On the Effective Date, the certificate of incorporation of the Registrant was amended pursuant to the POR to change the corporate name of the Registrant to TA Delaware, Inc.

Furthermore, as part of the bankruptcy process, the Company may undertake additional actions in the future to rationalize and consolidate its operations.

~~TOWER~~Note ~~AUTOMOTIVE, INC~~17. Consolidating ~~Statement~~Guarantor ofand ~~Operations~~Non-Guarantor ~~for~~Financial ~~the Nine Months Ended September 30, 2005~~Information ~~(Amounts in thousands — unaudited)~~

										Non-Guarantor			Non-Guarantor
	R.J. Tower			Parent			Guarantor			Restricted			Unrestricted
	Corporation			Guarantor			Companies			Companies			Companies			Eliminations		Consolidated
Revenues	$	—		$	—		$	1,553,622		$	728,527		$	269,409		$	—	$	2,551,558
Cost of sales		(5,072	)		—			1,484,297			638,665			265,426			—		2,383,316
Gross profit		5,072			—			69,325			89,862			3,983			—		168,242
Selling, general and administrative expenses		(21,176	)		—			97,656			33,457			8,891			—		118,828
Restructuring and asset impairment charge		(2,284	)		—			109,170			1,991			—			—		108,877
Operating income (loss)		28,532			—			(137,501	)		54,414			(4,908	)		—		(59,463	)
Interest expense (income), net		69,720			2,221			6,590			3,445			5,547			—		87,523
Chapter 11 and related reorganization items		151,524			—			—			—			—			—		151,524
Income (loss) before provision for income taxes, equity in earnings of joint ventures and minority interest		(192,712	)		(2,221	)		(144,091	)		50,969			(10,455	)		—		(298,510	)
Provision (benefit) for income taxes		—			—			1,887			17,283			(1,826	)		—		17,344
Income (loss) before equity in earnings of joint ventures and minority interest		(192,712	)		(2,221	)		(145,978	)		33,686			(8,629	)		—		(315,854	)
Equity earnings in joint ventures and subsidiaries, net		(114,071	)		(306,783	)		—			—			—			431,655		10,801
Minority interest, net		—			—			—			(3,951	)		—			—		(3,951	)
Net income (loss)	$	(306,783	)	$	(309,004	)	$	(145,978	)	$	29,735		$	(8,629	)	$	431,655	$	(309,004	)

The following consolidating financial information presents balance sheets, statements of operations and cash flow information related to the Company’s business. Certain foreign subsidiaries of R.J. Tower Corporation are subject to restrictions on their ability to pay dividends or otherwise distribute cash to R. J. Tower Corporation because they are subject to financing arrangements that restrict them from paying dividends. Each Guarantor, as defined, is a direct or indirect 100% owned subsidiary of the Company and has fully and unconditionally guaranteed the 9.25% senior unsecured Euro notes issued by R. J. Tower Corporation in 2000, the 12% senior unsecured notes issued by R. J. Tower Corporation in 2003 and the DIP financing entered into by R. J. Tower Corporation in February 2005. Tower Automotive, Inc. (the parent company) has also fully and unconditionally guaranteed the notes and the DIP financing and is reflected as the Parent Guarantor in the consolidating financial information. The Non-Guarantor Restricted Companies are the Company’s foreign subsidiaries except for Seojin Industrial Company Limited, which is reflected as the Non-Guarantor Unrestricted Company in the consolidating financial information. As a result of the Chapter 11 filing by the Debtors, the above-mentioned notes are subject to compromise pursuant to the bankruptcy proceedings. Separate financial statements and other disclosures concerning the Guarantors have not been presented because management believes that such information is not material to investors.

~~TOWER~~TA ~~AUTOMOTIVE~~DELAWARE, INC. Consolidating ~~Statements~~Balance ofSheet ~~Cash~~at ~~Flows for the Nine Months Ended September~~June 30, ~~2005~~2007 (Amounts in thousands ~~— unaudited~~)

										Non-Guarantor			Non-Guarantor
	R. J. Tower			Parent			Guarantor			Restricted			Unrestricted
	R.J. Tower			Parent			Guarantor			Restricted			Unrestricted
	Corporation			Guarantor			Companies			Companies			Companies			Eliminations			Consolidated
OPERATING ACTIVITIES:
Assets
Net income (loss)	$	(306,783	)	$	(309,004	)	$	(145,978	)	$	29,735		$	(8,629	)	$	431,655		$	(309,004	)
Current assets:
Adjustments required to reconcile net income to net cash provided by (used in) operating activities
Cash and cash equivalents	$	1,778		$	—		$	—		$	85,257		$	200		$	—		$	87,235
Chapter 11 and related reorganization expenses, net		133,171			—			—			—			—			—			133,171
Accounts receivable		2,352			4,276			119,070			259,067			21,571			—			406,336
Non-cash restructuring charge		—			—			101,632			—			—			—			101,632
Inventories		—			—			39,850			58,856			11,959			—			110,665
Depreciation		249			—			81,274			32,936			21,329			—			135,788
Prepaid tooling and other		2,273			—			11,324			55,679			24,578			—			93,854
Deferred income tax provision (benefit)		—			—			(1,006	)		12,874			995			—			12,863
Total current assets		6,403			4,276			170,244			458,859			58,308			—			698,090
Equity in earnings of joint ventures, net		(10,801	)		—			—			—			—			—			(10,801	)
Property, plant and equipment, net		561			—			445,130			314,508			155,038			—			915,237
Changes in working capital and other operating items		254,199			2,445			4,169			(17,787	)		(821	)		(431,655	)		(189,450	)
Investments in and advances to (from) affiliates		507,019			(332,630	)		(832,608	)		19,991			(23,440	)		923,835			262,167
Net cash provided by (used in) operating activities		70,035			(306,559	)		40,091			57,758			12,874			—			(125,801	)
Goodwill		—			—			—			173,902			—			—			173,902
INVESTING ACTIVITIES:
Other assets, net		3,112			—			13,196			54,032			15,493			—			85,833
Cash disbursed for purchases of property, plant and equipment		—			—			(34,741	)		(44,428	)		(25,371	)		—			(104,540	)
	$	517,095		$	(328,354	)	$	(204,038	)	$	1,021,292		$	205,399		$	923,835		$	2,135,229
Other, net		(306,559	)		306,559			—			—			—			—			—
Liabilities and Stockholders’ Investment (Deficit)
Net cash provided by (used in) investing activities		(306,559	)		306,559			(34,741	)		(44,428	)		(25,371	)		—			(104,540	)
Current liabilities not subject to compromise:
FINANCING ACTIVITIES:
Current maturities of long-term debt and capital lease obligations	$	—		$	—		$	—		$	16,470		$	69,953		$	—		$	86,423
Proceeds from pre-petition borrowings		—			—			—			13,919			22,783			—			36,702
Current portion debtor-in-possession borrowings		651,000			—			—			—			—			—			651,000
Repayments of pre-petition borrowings		(425,000	)		—			(5,370	)		(25,089	)		(10,124	)		—			(465,583	)
Accounts payable		17,416			—			98,818			196,398			55,389			—			368,021
Proceeds from DIP credit facility		1,054,285			—			—			—			—			—			1,054,285
Accrued liabilities		29,085			—			65,484			73,316			6,568			—			174,453
Repayments of DIP credit facility borrowings		(498,647	)		—			—			—			—			—			(498,647	)
Total current liabilities		697,501			—			164,302			286,184			131,910			—			1,279,897
Net cash provided by (used for) financing activities		130,638			—			(5,370	)		(11,170	)		12,659			—			126,757
Liabilities subject to compromise		628,168			391,588			279,255			—			—			(16,363	)		1,282,648
NET CHANGE IN CASH AND CASH EQUIVALENTS		(105,886	)		—			(20	)		2,160			162			—			(103,584	)
Non-current liabilities not subject to compromise:
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		107,599			—			(517	)		41,948			71			—			149,101
Long-term debt, net of current maturities		40,986			—			43,765			3,346			44,207			—			132,304
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,713		$	—		$	(537	)	$	44,108		$	233		$	—		$	45,517
Obligations under capital leases, net of current maturities		—			—			—			28,733			—			—			28,733
Other non-current liabilities		3,703			—			33,345			82,559			11,982			—			131,589
Total non-current liabilities		44,689			—			77,110			114,638			56,189			—			292,626
Stockholders’ investment (deficit)		(853,263	)		(719,942	)		(724,705	)		620,470			17,300			940,198			(719,942	)
	$	517,095		$	(328,354	)	$	(204,038	)	$	1,021,292		$	205,399		$	923,835		$	2,135,229

~~TOWER~~TA ~~AUTOMOTIVE~~DELAWARE, INC. Consolidating ~~Balance~~Statement ~~Sheets~~of atOperations ~~December~~for the Three Months Ended June 3130, ~~2004~~2007 (Amounts in thousands)

										Non-Guarantor			Non-Guarantor
	R. J. Tower			Parent			Guarantor			Restricted			Unrestricted
	R.J. Tower			Parent			Guarantor			Restricted			Unrestricted
	Corporation			Guarantor			Companies			Companies			Companies			Eliminations			Consolidated
Assets
Revenues	$	—		$	—		$	279,619		$	304,197		$	79,537		$	—		$	663,353
Current assets:
Cost of sales		173			—			250,607			262,965			73,783			—			587,528
Cash and cash equivalents	$	107,599		$	—		$	(517	)	$	41,948		$	71		$	—		$	149,101
Gross profit		(173	)		—			29,012			41,232			5,754			—			75,825
Accounts receivable		47,373			—			70,636			188,352			39,670			—			346,031
Selling, general and administrative expenses		(5,198	)		—			20,650			14,585			3,230			—			33,267
Inventories		(372	)		—			75,469			72,050			11,887			—			159,034
Restructuring and asset impairment charges, net		2,440			(7,226	)		27,196			(4,086	)		—			—			18,324
Prepaid tooling and other		4,427			—			54,618			53,947			11,946			—			124,938
Other operating expense/(income)		(4,582	)		—			5,719			(62	)		(1,075	)		—			—
Total current assets		159,027			—			200,206			356,297			63,574			—			779,104
Operating income (loss)		7,167			7,226			(24,553	)		30,795			3,599			—			24,234
Property, plant and equipment, net		601			—			690,646			319,785			194,608			—			1,205,640
Interest expense		26,299			—			866			899			2,192			—			30,256
Investments in joint ventures		227,740			—			—			—			—			—			227,740
Interest income		(354	)		—			—			(635	)		(110	)		—			(1,099	)
Investments in and advances to (from) affiliates		526,173			255,049			(453,177	)		(216,603	)		4,278			(115,720	)		—
Intercompany interest expense/(income)		(8,245	)		—			—			8,480			(235	)		—			—
Goodwill		—			—			—			174,563			—			—			174,563
Chapter 11 and related reorganization items		11,804			—			—			—			—			—			11,804
Other assets, net		37,307			5,410			90,194			28,616			12,200			—			173,727
Income (loss) before provision for income taxes, equity in earnings (losses) of joint ventures, and minority interest		(22,337	)		7,226			(25,419	)		22,051			1,752			—			(16,727	)
	$	950,848		$	260,459		$	527,869		$	662,658		$	274,660		$	(115,720	)	$	2,560,774
Provision (benefit) for income taxes		923			181			—			6,680			481			—			8,265
Liabilities and Stockholders’ Investment (Deficit)
Income (loss) before equity in earnings (losses) of joint ventures and subsidiaries and minority interest		(23,260	)		7,045			(25,419	)		15,371			1,271			—			(24,992	)
Current liabilities:
Equity (losses) earnings in joint ventures and subsidiaries, net		(5,865	)		(29,125	)		—			5,538			—			34,923			5,471
Current maturities of long-term debt and capital lease obligations	$	3,750		$	—		$	6,271		$	24,460		$	98,675		$	—		$	133,156
Minority interest, net of tax		—			—			—			(2,559	)		—			—			(2,559	)
Accounts payable		29,052			—			366,329			184,876			57,861			—			638,118
Net income (loss)	$	(29,125	)	$	(22,080	)	$	(25,419	)	$	18,350		$	1,271		$	34,923		$	(22,080	)
Accrued liabilities		70,421			918			143,643			57,941			13,339			—			286,262
Total current liabilities		103,223			918			516,243			267,277			169,875			—			1,057,536
Non-Current Liabilities:
Long-term debt, net of current maturities		874,358			258,750			57,126			11,855			37,473			—			1,239,562
Convertible senior debenture		—			121,723			—			—			—						121,723
Obligations under capital leases, net of current maturities		—			—			—			36,472			351			—			36,823
Other noncurrent liabilities		40,001			—			149,776			30,956			5,329			—			226,062
Total noncurrent liabilities		914,359			380,473			206,902			79,283			43,153			—			1,624,170
Stockholders’ investment (deficit)		(66,734	)		(120,932	)		(195,276	)		316,098			61,632			(115,720	)		(120,932	)
	$	950,848		$	260,459		$	527,869		$	662,658		$	274,660		$	(115,720	)	$	2,560,774

~~TOWER~~TA ~~AUTOMOTIVE~~DELAWARE, INC. Consolidating Statement of Operations for the ~~Three~~Six Months Ended ~~September~~June 30, ~~2004~~2007 (Amounts in thousands ~~— unaudited~~)

										Non-Guarantor			Non-Guarantor
	R. J. Tower			Parent			Guarantor			Restricted			Unrestricted
	R.J. Tower			Parent			Guarantor			Restricted			Unrestricted
	Corporation			Guarantor			Companies			Companies			Companies			Eliminations		Consolidated
Revenues	$	—		$	—		$	~~454~~542,~~613~~595		$	~~193~~589,~~155~~256		$	74149,~~566~~953		$	—	$	~~722~~1,~~334~~281,804
Cost of sales		(~~1,536~~366	)		—			~~447~~511,~~552~~824			~~173~~518,~~162~~301			70142,~~772~~440			—		~~689~~1,~~950~~172,199
Gross profit		~~1,536~~366			—			730,~~061~~771			1970,~~993~~955			37,~~794~~513			—		32109,~~384~~605
Selling, general and administrative expenses		(812,~~534~~211	)		—			2942,~~622~~289			928,~~993~~932			26,~~422~~216			—		3365,~~503~~226
Restructuring and asset impairment charge		759			—			1,261			—			—			—		2,020
Restructuring and asset impairment charges, net		2,916			(9,666	)		34,277			(3,376	)		—			—		24,151
Operating income (loss)		9,311			—			(23,822	)		10,000			1,372			—		(3,139	)
Other operating expense/(income)		(8,187	)		—			10,474			517			(2,804	)		—		—
Interest expense (income), net		24,513			6,849			1,824			973			1,902			—		36,061
Operating income (loss)		17,848			9,666			(56,269	)		44,882			4,101			—		20,228
Unrealized gain on derivative		—			(5,710	)		—			—			—			—		(5,710	)
Interest expense		51,448			—			1,665			1,373			4,284			—		58,770
Income (loss) before provision for income taxes, equity in earnings of joint ventures and minority interest		(15,202	)		(1,139	)		(25,646	)		9,027			(530	)		—		(33,490	)
Interest income		(791	)		—			—			(563	)		(203	)		—		(1,557	)
Provision (benefit) for income taxes		(5,168	)		(1,700	)		(8,721	)		3,069			(180	)		—		(12,700	)
Intercompany interest expense/(income)		(16,271	)		—			—			16,848			(577	)		—		—
Income (loss) before equity in earnings of joint ventures and minority interest		(10,034	)		561			(16,925	)		5,958			(350	)		—		(20,790	)
Chapter 11 and related reorganization items		20,779			—			—			—			—			—		20,779
Equity earnings in joint ventures and subsidiaries, net		(10,745	)		(20,779	)		—			—			—			33,648		2,124
Income (loss) before provision for income taxes, equity in earnings (losses) of joint ventures, and minority interest		(37,317	)		9,666			(57,934	)		27,224			597			—		(57,764	)
Minority interest, net		—			—			—			(1,552	)		—			—		(1,552	)
Provision (benefit) for income taxes		304			181			—			11,004			164			—		11,653
Net income (loss)	$	(20,779	)	$	(20,218	)	$	(16,925	)	$	4,406		$	(350	)	$	33,648	$	(20,218	)
Income (loss) before equity in earnings (losses) of joint ventures and subsidiaries and minority interest		(37,621	)		9,485			(57,934	)		16,220			433			—		(69,417	)
Equity (losses) earnings in joint ventures and subsidiaries, net		(37,338	)		(74,959	)		—			9,115			—			112,179		8,997
Minority interest, net of tax		—			—			—			(4,748	)		—			—		(4,748	)
Income (loss) from continuing operations		(74,959	)		(65,474	)		(57,934	)		20,587			433			112,179		(65,168	)
Loss from discontinued operations		—			—			(306	)		—			—			—		(306	)
Net income (loss)	$	(74,959	)	$	(65,474	)	$	(58,240	)	$	20,587		$	433		$	112,179	$	(65,474	)

~~TOWER~~TA ~~AUTOMOTIVE~~DELAWARE, INC. Consolidating Statement of ~~Operations~~Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2004~~2007 (Amounts in thousands — unaudited)

										Non-Guarantor			Non-Guarantor
	R. J. Tower			Parent			Guarantor			Restricted			Unrestricted
	Corporation			Guarantor			Companies			Companies			Companies			Eliminations			Consolidated
Revenues	$	—		$	—		$	1,487,340		$	587,153		$	212,290		$	—		$	2,286,783
OPERATING ACTIVITIES:
Cost of sales		(5,784	)		—			1,414,990			517,927			197,907			—			2,125,040
Net income (loss)	$	(74,959	)	$	(65,474	)	$	(58,240	)	$	20,587		$	433		$	112,179		$	(65,474	)
Gross profit		5,784			—			72,350			69,226			14,383			—			161,743
Adjustments required to reconcile net income (loss) to net cash provided by (used in) operating activities Non-cash chapter 11 and related reorganization items, net		5,782			—			—			—			—			—			5,782
Selling, general and administrative expenses		(24,294	)		—			90,421			29,267			7,404			—			102,798
Non-cash restructuring and impairment, net		—			—			23,979			(628	)		—			—			23,351
Restructuring and asset impairment charge		1,203			—			(4,486	)		—			—			—			(3,283	)
Depreciation		(180	)		—			42,840			24,394			10,903			—			77,957
Operating income (loss)		28,875			—			(13,585	)		39,959			6,979			—			62,228
Deferred income tax provision (benefit)		1,729			—			—			4,650			146			—			6,525
Interest expense (income), net		72,402			23,501			(82	)		3,871			5,717			—			105,409
Equity in earnings (losses) of joint ventures and subsidiaries, net		37,338			74,959			—			(9,115	)		—			(112,179	)		(8,997	)
Unrealized gain on derivative		—			(3,860	)		—			—			—			—			(3,860	)
Non-cash minority interest		—			—			—			3,082			—			—			3,082
Income (loss) before provision for income taxes, equity in earnings of joint ventures and minority interest		(43,527	)		(19,641	)		(13,503	)		36,088			1,262			—			(39,321	)
Changes in working capital and other operating items		(29,623	)		(9,485	)		11,544			(5,688	)		6,603			—			(26,649	)
Provision (benefit) for income taxes		(14,534	)		(7,991	)		(4,591	)		12,269			429			—			(14,418	)
Net cash provided by (used in) operating activities		(59,913	)		—			20,123			37,282			18,085			—			15,577
Income (loss) before equity in earnings of joint ventures and minority interest		(28,993	)		(11,650	)		(8,912	)		23,819			833			—			(24,903	)
INVESTING ACTIVITIES:
Equity earnings in joint ventures and subsidiaries, net		20,054			793			—			—			—			(11,754	)		9,093
Cash disbursed for purchases of property, plant and equipment		—			—			(20,137	)		(13,587	)		(13,942	)		—			(47,666	)
Minority interest, net		—			—			—			(4,779	)		—			—			(4,779	)
Cash proceeds from asset disposal		—			—			—			—			—			—			—
Gain on sale of joint venture investment, net		9,732			—			—			—			—			—			9,732
Net cash used in investing activities		—			—			(20,137	)		(13,587	)		(13,942	)		—			(47,666	)
Net income (loss)	$	793		$	(10,857	)	$	(8,912	)	$	19,040		$	833		$	(11,754	)	$	(10,857	)
FINANCING ACTIVITIES:
Proceeds from borrowings		—			—			—			8,799			8,878			—			17,677
Repayments of borrowings		—			—			—			(5,657	)		(12,971	)		—			(18,628	)
Proceeds from DIP credit facility		423,000			—			—			—			—			—			423,000
Repayments of DIP credit facility borrowings		(367,000	)		—			—			—			—			—			(367,000	)
Net cash provided by (used in) financing activities		56,000			—			—			3,142			(4,093	)		—			55,049
NET CHANGE IN CASH AND CASH EQUIVALENTS		(3,913	)		—			(14	)		26,837			50			—			22,960
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		5,691			—			14			58,420			150			—			64,275
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,778		$	—		$	—		$	85,257		$	200		$	—		$	87,235

~~TOWER~~TA ~~AUTOMOTIVE~~DELAWARE, INC. ~~Consolidating Statements of Cash Flows for the Nine Months Ended September 30, 2004 (as corrected) (Amounts in thousands — unaudited)~~

										Non-Guarantor			Non-Guarantor
	R. J. Tower			Parent			Guarantor			Restricted			Unrestricted
	Corporation			Guarantor			Companies			Companies			Companies			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income (loss)	$	2,106		$	(10,857	)	$	(8,912	)	$	19,040		$	833		$	(13,067	)	$	(10,857	)
Adjustments required to reconcile net income to net cash provided by (used in) operating activities
Non-cash restructuring and asset impairment reversal		—			—			(6,276	)		—			—			—			(6,276	)
Depreciation		217			—			70,852			30,484			12,801			—			114,354
Deferred income tax provision (benefit)		(21,698	)		—			(242	)		(3,909	)		650			—			(25,199	)
Gain on sale of joint venture investment		(9,732	)					—			—			—						(9,732	)
Equity in earnings of joint ventures, net		(9,093	)		—			—			—			—			—			(9,093	)
Changes in working capital and other operating items		18,532			(23,146	)		(64,499	)		(2,433	)		16,321			13,067			(42,158	)
Net cash provided by (used in) operating activities		(19,668	)		(34,003	)		(9,077	)		43,182			30,605			—			11,039
INVESTING ACTIVITIES:
Cash disbursed for purchases of property, plant and equipment		(581	)		—			(107,324	)		(23,648	)		(16,027	)		—			(147,580	)
Divestitures and other		(57,147	)		108,847			—			—			—			—			51,700
Acquisitions		—			—			—			—			(21,299	)		—			(21,299	)
Net cash provided by (used in) investing activities		(57,728	)		108,847			(107,324	)		(23,648	)		(37,326	)		—			(117,179	)
FINANCING ACTIVITIES:
Proceeds from borrowings		421,509			125,000			1			5,657			27,870			—			580,037
Repayment of debt		(240,458	)		(199,984	)		(1,784	)		(24,650	)		(23,015	)		—			(489,891	)
Net proceeds from issuance of stock		(65	)		140			—			—			—			—			75
Net cash provided by (used for) financing activities		180,986			(74,844	)		(1,783	)		(18,993	)		4,855			—			90,221
NET CHANGE IN CASH AND CASH EQUIVALENTS		103,590			—			(118,184	)		541			(1,866	)		—			(15,919	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		—			—			118,352			40,419			2,128			—			160,899
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	103,590		$	—		$	168		$	40,960		$	262		$	—		$	144,980

Consolidating Balance Sheet at December 31, 2006

(Amounts in thousands)


										Non-Guarantor		Non-Guarantor
	R.J. Tower			Parent			Guarantor			Restricted		Unrestricted
	Corporation			Guarantor			Companies			Companies		Companies			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	5,691		$	—		$	14		$	58,420	$	150		$	—		$	64,275
Accounts receivable		2,072			2,812			76,829			234,137		23,800			—			339,650
Inventories		—			—			43,438			53,810		9,938			—			107,186
Prepaid tooling and other		2,929			—			20,479			43,069		27,541			—			94,018
Assets of discontinued operations		—			—			24,738			—		—			—			24,738

Total current assets		10,692			2,812			165,498			389,436		61,429			—			629,867


Property, plant and equipment, net		381			—			474,516			317,585		160,460			—			952,942
Investments in and advances to (from) affiliates		493,126			(273,896	)		(808,881	)		20,898		(5,028	)		826,951			253,170
Goodwill		—			—			—			169,617		—			—			169,617
Other assets, net		9,357			—			23,003			53,654		15,384			—			101,398

	$	513,556		$	(271,084	)	$	(145,864	)	$	951,190	$	232,245		$	826,951		$	2,106,994

Liabilities and Stockholders’ Investment (Deficit)
Current liabilities not subject to compromise:
Current maturities of long-term debt and capital lease obligations	$	—		$	—		$	4		$	10,261	$	72,584		$	—		$	82,849
Current portion debtor-in-possession borrowings		595,000			—			—			—		—			—			595,000
Accounts payable		11,670			—			90,134			182,203		61,289			—			345,296
Accrued liabilities		32,647			—			59,675			67,768		6,664			—			166,754
Liabilities of discontinued operations		—			—			20,503			—		—			—			20,503

Total current liabilities		639,317			—			170,316			260,232		140,537			—			1,210,402


Liabilities subject to compromise		624,238			391,588			285,319			—		—			(16,363	)		1,284,782


Non-current liabilities not subject to compromise:
Long-term debt, net of current maturities		40,986			—			43,765			4,023		44,836			—			133,610
Obligations under capital leases, net of current maturities		—			—			—			29,852		—			—			29,852
Other non-current liabilities		559			—			21,217			78,138		11,106			—			111,020

Total non-current liabilities		41,545			—			64,982			112,013		55,942			—			274,482


Stockholders’ investment (deficit)		(791,544	)		(662,672	)		(666,481	)		578,945		35,766			843,314			(662,672	)

	$	513,556		$	(271,084	)	$	(145,864	)	$	951,190	$	232,245		$	826,951		$	2,106,994

~~Item 2.~~TA ~~Management’s~~DELAWARE, ~~Discussion and Analysis of Financial Condition and Results of Operations~~INC.

~~Going~~Consolidating ~~Concern~~Statement of Operations for the Three Months Ended June 30, 2006

~~Effective February 2, 2005, Tower Automotive, Inc. and 25 of its U.S. subsidiaries~~ (~~collectively, the~~Amounts “Debtors”) are operating pursuant to Chapter 11 under the Bankruptcy Code and continuation of the Company as a going concern is contingent upon, among other things, the Debtors’ ability: (i) to comply with the terms and conditions of the DIP financing agreement described in ~~Note 4 to the Condensed Consolidated Financial Statements; (ii~~thousands) ~~to obtain confirmation of a plan of~~ ~~reorganization under the Bankruptcy Code; (iii) to undertake certain restructuring actions relative~~ to the Company’s operations in North America; (iv) to reduce unsustainable debt and simplify the Company’s complex and restrictive capital structure through the bankruptcy process; (v) to return to profitability; (vi) to generate sufficient cash flow from operations to fund working capital and debt service requirements; and (vii) to obtain financing sources to meet the Company’s future obligations. These matters create uncertainty regarding the Company’s ability to continue as a going concern. See Notes 1, 2 and 4 to the accompanying Condensed Consolidated Financial Statements for additional information.

Overview


										Non-Guarantor			Non-Guarantor
	R.J. Tower			Parent			Guarantor			Restricted			Unrestricted
	Corporation			Guarantor			Companies			Companies			Companies			Eliminations		Consolidated

Revenues	$	—		$	—		$	318,958		$	269,277		$	89,238		$	—	$	677,473
Cost of sales		(2,081	)		—			299,666			233,860			89,481			—		620,926


Gross profit		2,081			—			19,292			35,417			(243	)		—		56,547
Selling, general and administrative expenses		(11,349	)		—			29,578			12,109			2,706			—		33,044
Restructuring and asset impairment charges, net		(65	)		(4,416	)		12,334			20,489			—			—		28,342
Other operating expense/(income)		(8,891	)		—			8,081			810			—			—		—


Operating income (loss)		22,386			4,416			(30,701	)		2,009			(2,949	)		—		(4,839	)

Interest expense		19,093			—			600			712			1,935			—		22,340
Interest income		(640	)		—			2			32			(150	)		—		(756	)
Intercompany interest expense/(income)		(6,436	)		—			—			6,778			(342	)		—		—
Chapter 11 and related reorganization items		13,437			—			30,225			—			—			—		43,662


Income (loss) before provision for income taxes, equity in earnings of joint ventures, and minority interest		(3,068	)		4,416			(61,528	)		(5,513	)		(4,392	)		—		(70,085	)

Provision (benefit) for income taxes		763			78			325			11,928			(1,209	)		—		11,885


Income (loss) before equity in earnings (losses) of joint ventures and subsidiaries and minority interest		(3,831	)		4,338			(61,853	)		(17,441	)		(3,183	)		—		(81,970	)

Equity (losses) earnings (losses) in joint ventures and subsidiaries, net		(75,892	)		(79,723	)		—			7,465			—			155,683		7,533
Minority interest, net of tax		—			—			—			(2,206	)		—			—		(2,206	)

Income (loss) from continuing operations		(79,723	)		(75,385	)		(61,853	)		(12,182	)		(3,183	)		155,683		(76,643	)
Income from discontinued operations		—			—			1,258			—			—			—		1,258

Net income (loss)	$	(79,723	)	$	(75,385	)	$	(60,595	)	$	(12,182	)	$	(3,183	)	$	155,683	$	(75,385	)

The Company produces a broad range of assemblies and modules for vehicle frames, upper body structures and suspension systems for the global automotive industry. Including 100% owned subsidiaries and investments in joint ventures, the Company has production and/or engineering facilities in the United States, Canada, Mexico, Germany, Belgium, Italy, Slovakia, Poland, France, Spain, Brazil, India, South Korea, Japan and China.

The Company’s products are manufactured utilizing steel and various purchased steel assemblies. A byproduct of the production process is scrap steel, which is sold. The price of steel increased significantly in 2004 compared to historical periods due to a shortage of certain raw materials necessary to produce steel and increased global demand, primarily in China. The Company purchases a substantial portion of its steel from its customers through certain customers’ repurchase programs. The purchases through customers’ repurchase programs have somewhat mitigated the severity of price increases associated with the procurement of steel. In addition, scrap steel prices increased in 2004, which somewhat mitigated the increase in steel prices. The remainder of the Company’s steel purchasing requirements is met through contracts with steel producers and market purchases. Prices associated with such purchases increased rapidly in 2004. The Company’s agreements with its customers generally do not permit the Company to increase selling prices for increases in prices of raw material inputs.

During 2005, steel prices have declined relative to 2004 levels, but still remain high relative to historical levels. However, the price for scrap steel has declined more significantly than steel. The adverse impact of higher steel prices and lower recovery for scrap steel are expected to continue in 2005. Higher steel prices during the three and nine months ended September 30, 2005, reduced gross margin by $14.3 million and $45.7 million, respectively, as compared to the comparable periods in 2004. In addition, lower recovery from sales of scrap steel reduced gross margin by $4.0 million and $17.8 million during the three and nine months ended September 30, 2005, respectively. The Company is pursuing several initiatives to mitigate the impact of such raw material price increases on its results of operations. Such initiatives include moving more steel purchases to customer repurchase programs, pursuing selling price increases from customers and reducing other operating costs, among other initiatives. The Company can provide no assurances that such initiatives will be successful. However, during the three and nine months ended September 30, 2005, the Company realized approximately $11.3 million and $38.6 million, respectively, in steel price recoveries from certain customers.

The Company’s gross margins have been declining since 1999. High raw material and labor costs, including health care, have had a negative impact on results of operations and are expected to do so for the

~~foreseeable~~TA ~~future. Generally~~DELAWARE, ~~the Company’s customers require the reduction of selling prices of the Company’s products for each year during the respective lives of such product programs, generally five to seven years~~INC. ~~The Company’s ability to improve its profit margins is directly~~ ~~linked to its ability to more than offset these price reductions with reduced operating costs.~~

ToConsolidating ~~address~~Statement the deterioration in operating performance, management has initiated plans to: (a) centralize and standardize processes which were previously performed on a decentralized basis, including purchasing, customer quoting and product costing, product engineering and accounting; (b) rationalize and reduce capital expenditures to more closely align capital spending with expected product returns; (c) use centralization and standardization to leverage cost improvement ideas across the Company’s operating facilities globally; (d) pursue recoveries of ~~significant~~Operations ~~steel price~~for ~~increases; and (e) a number of other cost reduction initiatives. If~~ the ~~Company~~Six isMonths ~~not successful~~Ended ~~in implementing these actions~~June 30, ~~the Company may continue to experience declining gross~~2006 ~~margins.~~

~~The~~(Amounts number of new vehicle launches also impacts the Company’s gross margins. The Company’s operating costs are higher during a product launch period relative to when the vehicle has reached normal production volumes. In addition, the Company’s gross margins are impacted by the commercial success of the vehicles to which the Company is a supplier, general global economic conditions and vehicle production volumes. During 2004, the Company was adversely impacted by a significant amount of new product launch activity. These launches, which were significant both in ~~terms of number and~~thousands) ~~relative size, reduced gross profit significantly during 2004. However, the Company’s launch~~ activities during 2005 have decreased to a significant degree due to a number of product programs in the launch stage during 2004 going into full production. Launch costs decreased during the three and nine months ended September 30, 2005, by approximately $15.6 million and $41.3 million, respectively, as compared to the comparable period in 2004.

On February 10, 2004, the Company announced that a decision had been finalized by DaimlerChrysler to move the current production of the frame assembly for the Dodge Ram light truck from the Company’s Milwaukee, Wisconsin facility to the Company’s 40% owned joint venture partner, Metalsa, located in Monterrey, Mexico. The Dodge Ram frame program produced in the Milwaukee facility was expected to run through 2009. In June 2005, production ceased on the Dodge Ram light truck frame at the Company’s Milwaukee facility.


										Non-Guarantor			Non-Guarantor
	R.J. Tower			Parent			Guarantor			Restricted			Unrestricted
	Corporation			Guarantor			Companies			Companies			Companies			Eliminations		Consolidated

Revenues	$	—		$	—		$	651,646		$	515,291		$	181,294		$	—	$	1,348,231
Cost of sales		(4,180	)		—			619,956			449,384			177,631			—		1,242,791


Gross profit		4,180			—			31,690			65,907			3,663			—		105,440
Selling, general and administrative expenses		(21,225	)		—			60,712			22,325			5,269			—		67,081
Restructuring and asset impairment charges, net		(60	)		(8,558	)		18,882			20,792			(192	)		—		30,864
Other operating expense/(income)		(16,839	)		—			14,724			1,595			—			—		(520	)


Operating income (loss)		42,304			8,558			(62,628	)		21,195			(1,414	)		—		8,015

Interest expense		36,258			—			1,131			1,455			3,978			—		42,822
Interest income		(958	)		—			(1	)		79			(332	)		—		(1,212	)
Intercompany interest expense/(income)		(12,530	)		—			—			13,205			(675	)		—		—
Chapter 11 and related reorganization items		24,978			68			30,225			—			—			—		55,271


Income (loss) before provision for income taxes, equity in earnings (losses) of joint ventures, and minority interest		(5,444	)		8,490			(93,983	)		6,456			(4,385	)		—		(88,866	)

Provision (benefit) for income taxes		1,509			140			455			8,832			(1,206	)		—		9,730


Income (loss) before equity in earnings (losses) of joint ventures and subsidiaries and minority interest		(6,953	)		8,350			(94,438	)		(2,376	)		(3,179	)		—		(98,596	)

Equity earnings (losses) in joint ventures and subsidiaries, net		(87,119	)		(94,072	)		—			14,081			—			181,327		14,217
Minority interest, net of tax		—			—			—			(3,172	)		—			—		(3,172	)

Income (loss) from continuing operations		(94,072	)		(85,722	)		(94,438	)		8,533			(3,179	)		181,327		(87,551	)
Income from discontinued operations		—			—			1,829			—			—			—		1,829

Net income (loss)	$	(94,072	)	$	(85,722	)	$	(92,609	)	$	8,533		$	(3,179	)	$	181,327	$	(85,722	)

During the three and nine months ended September 30, 2005, the Company incurred $6.6 million and $151.5 million, respectively, in costs in relation to its Chapter 11 and related reorganization activities. The Company expects to incur substantial costs in association with these activities until it emerges from Chapter 11.

For a more detailed description of other factors that have had, or may in the future have, a significant impact on the Company’s business, please refer to “Forward Looking Statements”, “Market Risks” and “Opportunities” contained in this Management’s Discussion and Analysis for insight on opportunities, challenges and risks, such as those presented by known material trends and uncertainties, on which the Company’s management is most focused for both the short term and long term as well as the actions management is taking to address these opportunities, challenges and risks.

~~Three~~TA ~~Months Ended September 30~~DELAWARE, ~~2005 Compared to the Three Months Ended September 30, 2004~~INC.

~~Revenues.~~Consolidating ~~Revenues~~Statement ~~declined~~of byCash ~~$9.7 million,~~Flows orfor ~~1.3%, during~~ the ~~three~~Six ~~months~~Months ~~ended~~Ended ~~September~~June 30, ~~2005~~ ~~to $712.7 million from $722.3 million during the three months ended September 30, 2004. Lower~~2006 ~~volume and changes in product mix decreased revenues by $38.3 million during the 2005 period. This~~ negative impact was partially offset by increases attributable to the effects of foreign exchange, pricing and steel price recoveries from certain customers of $11.8 million, $5.5 million and $11.3 million, respectively.

~~Gross~~(Amounts Profit and Gross Margin. Gross margin for the quarter ended September 30, 2005 was 3.4% compared to 4.5 % for the comparable period of 2004. Gross profit decreased by $8.3 million, or 25.7%, to $24.1 million during the 2005 period compared to $32.4 million during the 2004 period. The decrease in ~~gross~~thousands ~~profit~~— ~~resulted primarily from the negative impacts of volume, increases in steel prices, general economic conditions (i.e. general labor rate increases, higher energy costs, etc.~~unaudited) ~~and operating inefficiencies of $10.0 million, $18.4 million, $4.3 million and $8.2 million,~~ ~~respectively. These negative impacts were partially offset by the positive impacts of product~~ ~~pricing, steel price recoveries from certain customers, performance cost reductions and a decline in launch costs of $5.5 million, $11.3 million, $0.2 million and $15.6 million, respectively.~~

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $2.7 million, or 8.1%, to $36.2 million during the three months ended September 30, 2005 from $33.5 million for the corresponding period of 2004. Selling, general and administrative expenses represented 5.1% of revenues during the 2005 period in comparison to 4.6 % in the 2004 period. The increase resulted from foreign exchange impacts and general economic conditions of $0.8 million and $3.2 million, respectively. The impact of these increases was partially offset by performance cost reductions of $1.3 million.


										Non-Guarantor			Non-Guarantor
	R. J. Tower			Parent			Guarantor			Restricted			Unrestricted
	Corporation			Guarantor			Companies			Companies			Companies			Eliminations			Consolidated
OPERATING ACTIVITIES:
Net income (loss)	$	(94,072	)	$	(85,722	)	$	(92,609	)	$	8,533		$	(3,179	)	$	181,327		$	(85,722	)

Adjustments required to reconcile net income (loss) to net cash provided by (used in) operating activities
Non-cash chapter 11 and related reorganization items, net		8,389			68			30,225			—			—			—			38,682

Non-cash restructuring and impairment, net		—			—			10,986			15,327			—			—			26,313
Depreciation		166			—			46,297			22,216			12,726			—			81,405
Deferred income tax provision (benefit)		—			—			(2	)		(11,605	)		4,159			—			(7,448	)
Equity in earnings (losses) of joint ventures and subsidiaries, net		87,119			94,072			—			(14,081	)		—			(181,327	)		(14,217	)
Non-cash minority interest		—			—			—			81			—			—			81
Changes in working capital and other operating items		(26,442	)		(8,418	)		29,933			(663	)		(4,485	)		—			(10,075	)

Net cash provided by (used in) operating activities		(24,840	)		—			24,830			19,808			9,221			—			29,019

INVESTING ACTIVITIES:
Cash disbursed for purchases of property, plant and equipment		(10	)		—			(24,953	)		(21,231	)		(14,165	)		—			(60,359	)
Cash proceeds from asset disposal		—			—			—			—			32,664			—			32,664

Net cash provided by (used in) investing activities		(10	)		—			(24,953	)		(21,231	)		18,499			—			(27,695	)

FINANCING ACTIVITIES:
Proceeds from borrowings		—			—			—			11,295			9,599			—			20,894
Repayments of borrowings		—			—			(6	)		(6,547	)		(37,333	)		—			(43,886	)
Proceeds from DIP credit facility		345,500			—			—			—			—			—			345,500
Repayments of DIP credit facility borrowings		(269,500	)		—			—			—			—			—			(269,500	)

Net cash provided by (used in) financing activities		76,000			—			(6	)		4,748			(27,734	)		—			53,008


NET CHANGE IN CASH AND CASH EQUIVALENTS		51,150			—			(129	)		3,325			(14	)		—			54,332

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		702			—			156			64,790			143			—			65,791

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	51,852		$	—		$	27		$	68,115		$	129		$	—		$	120,123

Interest Expense, Net. Interest expense, net decreased by $14.6 million, or 40.4%, to $21.5 million during the 2005 period in comparison to $36.1 million in the 2004 period. The decline was attributable to) $18.5 million related to debt that has been classified as subject to compromise on which no interest is being accrued in the Company’s financial statements effective February 2, 2005 and interest expense savings of $1.1 million in association with an interest rate swap contract. These declines were partially offset by: increased interest of $4.0 million related to the Company’s DIP financing facilities and other increases of $1.0 million. In accordance with SOP 90-7, “Reorganization Under the Bankruptcy Code,” interest expense for the 2005 period has been recognized only to the extent that it will be paid during the Company’s bankruptcy proceedings or that it is probable that it will be an allowed priority, secured or unsecured claim. Interest expense recognized by the Company is lower than the Company’s stated contractual interest for the three months ended September 30, 2005 by $18.1 million.

Chapter 11 and Related Reorganization Items. During the three months ended September 30, 2005, Chapter 11 and related reorganization costs were $6.6 million. These costs primarily related to professional fees and lease rejection costs associated with to the Company’s bankruptcy proceedings. See Note 2 to the Condensed Consolidated Financial Statements.

Unrealized Gain on Derivative. The Company recognized an unrealized gain on derivative of $5.7 million during the three months ended September 30, 2004. The embedded conversion option associated with the 5.75% Convertible Senior Debentures, issued in May 2004, was required to be bifurcated from the host debt contract. This bifurcated derivative was being marked to market during the period of May 24, 2004 through September 19, 2004. On September 20, 2004, the Company’s stockholders approved the issuance of the Convertible Debentures and the associated shares of common stock, thereby eliminating the requirement for-mark-to-market adjustments. See Note 4 to the Condensed Consolidated Financial Statements.

Provision for Income Taxes. The Company recognized income tax expense of $1.5 million, despite a $78.0 million pre-tax loss, during the three months ended September 30, 2005 in comparison to an income tax benefit of $12.7 million on a pre-tax loss of $33.5 million for the corresponding period of 2004. The

~~provision~~Item 2. ~~for~~Management’s ~~income~~Discussion ~~taxes~~and ~~for~~Analysis ~~the 2005 period was primarily attributable to the recognition~~ of ~~foreign~~ ~~income~~Financial ~~taxes~~Condition and ~~state~~Results ~~taxes.~~of ~~U.S. Federal income tax benefits have not been recognized in~~Operations the 2005 period. The higher effective benefit rate for the 2004 period was primarily attributable to the Unrealized Gain on Derivative not being taxable (see Note 6 to the Condensed Consolidated Financial Statements).

~~Equity in Earnings of Joint Ventures, Net of Tax. Equity in earnings of joint ventures, net of tax~~Overview increased by $2.2 million from $2.1 million during the three months ended September 30, 2004 to $4.3 million during the three months ended September 30, 2005. The increase resulted primarily from an increase in the Company’s share of earnings from its joint venture interest in Metalsa.

~~Minority~~Tower ~~Interest~~Automotive, ~~Net of Tax~~Inc. ~~Minority~~and ~~interest,~~its ~~net~~subsidiaries of(“the ~~tax,~~Company” ~~decreased~~or bythe ~~$0.2 million,~~“Registrant”) oris ~~10.2%,~~a global todesigner ~~$1.4 million~~and ~~during~~producer ~~the~~of ~~three~~vehicle ~~months~~structural ~~ended~~components ~~September 30,~~and ~~2005~~assemblies ~~from~~used ~~$1.6 million~~by ~~during~~every ~~the~~major ~~corresponding~~automotive ~~period~~original ofequipment ~~2004~~manufacturer. ~~Lower~~Products ~~earnings~~include atbody ~~the~~structures ~~Company’s~~and ~~consolidated joint venture~~assemblies, ~~Tower~~lower ~~Golden~~vehicle ~~Ring~~frames inand ~~China~~structures, ~~resulted~~chassis inmodules aand ~~$0.5 million~~systems ~~decrease,~~and ~~which~~suspension ~~was~~components. ~~partially~~Including both ~~offset~~100% byowned ~~an increase~~subsidiaries ofand ~~$0.3 million~~investments in ~~relation~~joint toventures, the Company’s ~~other~~has ~~consolidated~~facilities ~~joint~~in ~~ventures~~the United States, Mexico, Germany, Belgium, Italy, Slovakia, Poland, Spain, Brazil, India, South Korea, Japan and China.

~~Net~~Since ~~Loss.~~February 2, ~~The~~2005, the Company ~~recognized~~and a25 ~~net loss~~ of ~~$76.6 million~~its ~~($1~~U.31S. ~~per~~subsidiaries ~~basic~~(collectively, ~~and~~the ~~diluted share~~“Debtors”) ~~during~~are ~~the~~operating ~~three~~pursuant ~~months ended September 30, 2005 compared~~ to ~~a net loss of $20.2~~Chapter ~~million~~11 ~~($0.35~~under ~~per basic and diluted share) during~~ the ~~three~~Bankruptcy ~~months ended September 30, 2004~~Code. The ~~$56.3 million increase~~Debtors insought ~~the~~protection ~~net~~as ~~loss for the 2005 period was primarily attributable to~~ a ~~$46.7 million increase~~ inresult ~~operating loss and the recognition~~ of ~~income~~a ~~tax~~deterioration ~~expense~~in ~~during~~liquidity ~~the~~early ~~2005 period~~ in ~~comparison to the recognition of an income tax benefit during the 2004 period~~2005. ~~The~~This ~~increase~~deterioration ~~in operating loss~~ was ~~caused by~~ the ~~increases~~result ~~in selling, general and administrative expenses, restructuring and asset impairment charges, net and the incurrence~~ of ~~Chapter 11 and related reorganization items in~~ the following ~~2005 period~~factors, asamong ~~well as the decline in gross profit mentioned above.~~others:

~~Nine~~• ~~Months~~Significant ~~Ended~~capital ~~September 30,~~expenditures ~~2005~~and ~~Compared~~spending toon product launch activities; • High interest costs; • Declining gross margins; • Termination of accelerated payment programs by key customers; • Lower production volumes at the ~~Nine~~Company’s ~~Months~~largest ~~Ended~~customers; ~~September 30,~~and ~~2004~~ • Significant raw material price increases (primarily steel).

~~Revenues.~~Continuation ~~Revenues~~of ~~increased by $264.8 million, or 11.6%, during~~ the ~~nine~~Company ~~months~~as ~~ended~~a ~~September 30,~~going ~~2005~~concern towas ~~$2.6 billion~~contingent ~~from $2.3 billion during the nine months ended September 30~~upon, ~~2004.~~among ~~Higher volumes~~other ~~including changes in product mix and favorable foreign exchange effects increased revenues by $148.6 million and $65.9 million~~things, ~~respectively, during~~ the ~~2005 period. In addition, the~~ ~~effects~~Debtors’ ofability ~~product pricing and steel price recoveries from certain customers increased revenues by~~to: ~~$11.7 million and $38.6 million, respectively, for the 2005 period.~~

~~Gross~~• ~~Profit~~Restructure ~~and Gross Margin. Gross margin for~~ the ~~nine~~Company’s ~~months~~North ~~ended~~American ~~September 30,~~operations; ~~2005~~• ~~was~~Comply ~~6.6% compared~~with ~~to 7.1% for~~ the ~~comparable~~terms ~~period~~and conditions of ~~2004.~~the ~~Gross~~DIP ~~profit~~financing ~~increased~~agreement bydescribed ~~$6.5 million,~~in orNote ~~4.0 %,~~9 to ~~$168.2 million during~~ the ~~2005~~Condensed ~~period~~Consolidated ~~compared~~Financial toStatements; ~~$161.7 million~~• ~~during~~Obtain ~~the~~confirmation ~~2004~~of ~~period.~~a ~~The increase~~plan inof ~~gross~~reorganization ~~profit~~under ~~resulted primarily from~~ the ~~positive~~Bankruptcy ~~impacts~~Code; of• ~~volume,~~Reduce ~~foreign~~unsustainable ~~exchange effects,~~debt ~~product pricing, steel price increase recoveries from certain customers~~ and ~~declines~~simplify ~~in launch~~the ~~costs~~Company’s ofcomplex ~~$19.8 million, $5.1 million, $11.7 million, $38.6 million~~ and ~~$41.3 million, respectively.~~restrictive ~~These~~capital ~~positive~~structure ~~impacts~~through ~~were~~the ~~partially~~bankruptcy ~~offset~~process; ~~by increases in steel prices, operating inefficiencies~~ and ~~general~~• ~~economic~~Obtain ~~conditions~~financing ~~(i.e.~~sources ~~general~~to ~~labor~~meet ~~rate~~the ~~increases,~~Debtors’ ~~higher~~future ~~energy costs, etc~~obligations.~~) of $63.5 million, $35.2million and $11.2 million, respectively. The decrease in gross margin was primarily attributable to changes in product mix.~~

~~Selling,~~Details ~~General~~regarding ~~and~~the ~~Administrative~~Company’s ~~Expenses.~~plans ~~Selling,~~to ~~general~~restructure ~~and~~its ~~administrative~~North ~~expenses increased~~American byoperations ~~$16.0 million,~~are orincluded ~~15.6%,~~in “Restructuring toand ~~$118~~Asset Impairments.~~8 million~~” ~~during~~See ~~the~~Notes ~~nine months ended September 30~~1, ~~2005~~ ~~from~~2 ~~$102.~~and 8 ~~million~~ ~~for~~to the ~~corresponding~~accompanying ~~period~~Condensed Consolidated ofFinancial ~~2004.~~Statements ~~Selling,~~for ~~general~~additional ~~and administrative expenses represented 4~~information.7% ofThese ~~revenues~~matters ~~during~~raise ~~the 2005 period in comparison to~~substantial ~~4.5%~~doubt inregarding the ~~2004~~Company’s ~~period.~~ability ~~The~~to ~~increase~~continue ~~resulted~~as ~~from~~a ~~foreign~~going ~~exchange impacts, general economic conditions and operating inefficiencies of $6~~concern.~~6 million, $7.9 million and $1.5 million,~~ ~~respectively.~~

~~Interest~~On ~~Expense~~July 31, ~~Net.~~2007 ~~Interest~~(the ~~expense~~“Effective Date”), ~~net~~the ~~decreased~~Registrant’s byPlan ~~$17.9 million~~of Reorganization (the “POR”) became effective and, orin ~~17.0%~~connection therewith, tothe ~~$87.5 million~~Registrant ~~during~~completed the ~~2005~~sale ~~period~~of insubstantially ~~comparison~~all of its assets to ~~$105~~Tower Automotive, LLC, an affiliate of Cerberus Capital Management, L.~~4 million~~P. inThe sale concludes the ~~2004~~Company’s ~~period~~restructuring process and finalizes its emergence from Chapter 11. The aggregate ~~decline~~consideration ~~was attributable~~paid ~~to:~~by ~~(i)~~the purchaser in connection with the asset sale was approximately $461.50 ~~million~~billion, ~~related~~which was used to ~~debt~~fund ~~that~~the ~~has~~POR. ~~been~~In ~~classified~~particular, asthe ~~subject~~POR ~~to compromise~~provides for ~~which~~the norepayment ~~interest~~in full isof ~~being~~all ~~accrued~~of the allowed secured claims of the Debtors, including obligations under the Debtor-in-Possession credit facility and second lien loan facility, as well as payment in full of allowed administrative and priority claims; the ~~Company~~assumption of the Debtors’s ~~financial~~pension ~~statements~~plan ~~effective~~by the ~~February 2~~purchaser; and partial recovery for holders of certain allowed unsecured claims. Upon effectiveness of the POR, ~~2005;~~all of the remaining assets (iiother than certain causes of action brought under Chapter 5 of the Bankruptcy Code which, pursuant to the POR, were transferred to the Unsecured Creditors Trust) ~~$6.3 million~~of ~~related~~the Debtors, including the Registrant were transferred to a Post-Consummation Trust. As a result of the foregoing, the Debtors collectively have no assets and have ceased all operations.

~~interest~~On ~~savings~~the ~~associated~~Effective ~~with~~Date, the ~~repayment~~Registrant ofis ~~5.0%~~now ~~convertible~~controlled ~~subordinated notes in May 2004; and (iii) interest savings of $2.5 million in association with an interest rate swap contract. These declines were partially offset~~ by: ~~(i) increased~~the ~~interest~~Post-Consummation ~~of $14.4 million related to the~~Trust ~~Company’s~~Administrator ~~DIP~~pursuant ~~financing facilities; (ii) $5.4 million related~~ to ~~a decrease in capitalized interest during~~ the ~~2005~~terms ~~period; (iii) an increase~~ of $2the POR.~~5 million~~ inJeffery ~~relation to interest expense associated with miscellaneous items; (iv) higher expenses of $14~~J.~~5 million~~ inStegenga, ~~relation~~a toManaging ~~the amortization~~Director of ~~deferred financing costs; and (v) $0.6 million in relation to interest expense~~Alvarez ~~associated~~& ~~with~~Marsal ~~the~~North ~~Company’s industrial revenue bonds. In accordance with SOP 90-7~~America, ~~“Reorganization~~ ~~Under the Bankruptcy Code~~LLC,” ~~interest~~was ~~expense~~appointed ~~during~~as ~~the~~Post-Consummation ~~Company’s~~Trust ~~bankruptcy~~Administrator ~~has been~~pursuant ~~recognized only~~ to the ~~extent that it will be paid during the Company’s bankruptcy proceedings~~ orterms ~~that~~of ~~it is probable that it will be an allowed priority, secured or unsecured claim. Interest expense recognized by~~ the ~~Company is lower than the Company’s stated contractual interest for the nine months ended September 30, 2005 by $48~~POR.~~8 million.~~

~~Chapter 11~~As ~~and~~of ~~Related~~the ~~Reorganization~~Effective ~~Items.~~Date, ~~During~~control of the ~~nine~~Registrant ~~months~~was ~~ended~~vested ~~September 30,~~in ~~2005,~~the Post-Consummation Trust ~~Chapter 11~~pursuant ~~and~~to ~~related~~the ~~reorganization~~terms ~~costs~~of ~~were~~the ~~$151~~POR.~~5 million.~~ ~~These~~Accordingly, ~~costs~~all ~~primarily~~of ~~related~~the ~~to professional~~existing ~~fees~~directors and ~~lease~~executive ~~rejection~~officers of ~~costs~~the ~~related~~Registrant towere ~~the~~deemed ~~Company’s~~to ~~bankruptcy~~have ~~proceedings.~~effectively ~~See Note~~resigned 2as toof the ~~Condensed~~Effective ~~Consolidated Financial Statements~~Date.

~~Unrealized~~On ~~Loss on Derivative. The Company recognized an unrealized loss on derivative of $3.9 million in~~ the ~~nine~~Effective ~~months ended September 30~~Date, ~~2004. The embedded conversion option associated with~~ the ~~5.75%~~certificate ~~Convertible~~of ~~Senior~~incorporation ~~Debentures,~~of ~~issued in May 2004, was bifurcated from~~ the ~~host~~Registrant ~~debt contract. This bifurcated derivative~~ was ~~being~~amended ~~marked~~pursuant to ~~market during the period of May 24, 2004~~ ~~through September 19, 2004. On September 20, 2004,~~ the ~~Company’s~~POR ~~stockholders~~to ~~approved~~change the ~~issuance~~ ofcorporate ~~the~~name ~~required additional number~~ of ~~shares of common stock associated with~~ the ~~conversion feature~~Registrant ofto ~~the~~TA ~~5.75%~~Delaware, ~~Convertible Senior Debentures~~Inc.

~~Provision~~Furthermore, ~~for~~as ~~Income~~part ~~Taxes. The Company recognized income tax expense~~ of ~~$17.3 million, despite a $298.5 million pre-tax loss during~~ the ~~nine~~bankruptcy ~~months ended September 30~~process, ~~2005 in comparison to an income tax benefit of $14.4 million on a pre-tax loss of $39.3 million for~~ the ~~corresponding period~~Company ofmay ~~2004.~~undertake ~~The~~additional ~~provision~~actions ~~for income taxes for the 2005 period was primarily attributable to the recognition of foreign income taxes and state taxes. U.S. Federal income tax benefits have not been recognized~~ in the ~~2005 period. The higher effective benefit rate for the 2004 period was~~ ~~primarily~~future ~~attributable~~ to ~~the~~rationalize ~~Unrealized~~and ~~Gain~~consolidate onits ~~Derivative not being taxable~~operations. ~~See Note 6 to the~~ ~~Condensed Consolidated Financial Statements.~~

~~Equity~~Results ~~in Earnings~~ of ~~Joint Ventures, Net of Tax. Equity in earnings of joint ventures, net of~~Operations tax, increased by $1.7 million, or 18.8%, from $9.1 million during the nine months ended September 30, 2004 to $10.8 million during the nine months ended September 30, 2005. The increase primarily resulted from increased earnings of Metalsa, which increased the Company’s equity earnings from this investment. This increase was partially offset by the elimination of earnings from the Company’s ownership interest in Yorozu Corporation, which was sold in March 2004.

~~Minority~~Three ~~Interest,~~Months ~~Net~~Ended ~~of Tax. Minority interest, net of tax, decreased by $0.8~~June ~~million~~30, or2007 ~~17.3%,~~ Compared to ~~$4.0 million during~~ the ~~nine~~Three ~~months~~Months ~~ended~~Ended ~~September~~June 30, ~~2005 from $4.8 million during the~~2006 ~~corresponding period of 2004. The decrease resulted from lower earnings at the Company’s joint~~ venture in China, Tower Golden Ring, of $1.9 million. The effect of this decrease was partially offset by a a $1.1 million increase in earnings in the Company’s other subsidiaries in which a minority interest is held.

~~Gain~~Revenues. onSales ~~Sale~~decreased ofby ~~Joint Venture~~$14.1 million, ~~Net~~or ~~of Tax~~0.2%, ~~The~~during ~~gain~~the onthree ~~sale~~months ofended ~~joint~~June 30, ~~venture~~2007 to of$663.4 million from $9677.75 million ~~for~~ during the ~~nine~~three months ended ~~September~~June 30, ~~2004~~2006. ~~represents~~The decrease is primarily due to lower volume and unfavorable product mix, which decreased revenue by $66.0 million during the ~~Company’s~~2007 ~~sale~~period ofcompared ~~its~~to 30the 2006 period.~~76%~~ ~~ownership~~These impacts were partially offset by an ~~interest~~increase in ~~Yorozu~~steel inprice ~~March~~recoveries from certain customers, favorable foreign exchange and other factors, which increased revenue by $14.8 ~~2004~~million, $27.7 million ~~See~~and ~~Note~~ $9.4 million, torespectively, during the ~~Condensed~~2007 ~~Consolidated~~period ~~Financial~~compared ~~Statements~~to the 2006 period.

~~Net~~Gross ~~Loss~~Profit and Gross Margin. ~~The~~Gross ~~Company~~margin ~~incurred~~for athe ~~net~~quarter ~~loss~~ended ofJune 30, ~~$309~~2007 was 11.~~0 million~~4% ~~($5~~compared to 8.273% ~~per~~for ~~basic~~the ~~and~~comparable ~~diluted~~period ~~share) during~~of ~~the~~2006. ~~nine~~Gross ~~months~~profit ~~ended~~increased ~~September~~by $19.3 30million, ~~2005~~or ~~compared~~34.1%, to $75.8 million aduring ~~net~~the ~~loss~~2007 ofperiod compared to $1056.95 million ~~($0~~during the 2006 period.19 ~~per~~The ~~basic~~increase ~~and~~in ~~diluted~~gross ~~share)~~profit ~~for~~was primarily the ~~nine~~result ~~months~~of ~~ended~~positive ~~September 30,~~impacts ~~2004.~~of ~~The~~improved ~~net~~operating ~~loss~~and purchasing ~~for~~efficiencies, ~~the~~customer ~~2005 period~~accommodations, ~~primarily~~ongoing ~~resulted~~restructuring ~~from~~activities ~~Chapter 11~~ and ~~reorganization~~other factors ~~items,~~in the ~~recognition~~amounts of an$11.2 million, ~~operating~~$4.8 million, ~~loss~~$11.2 million, of $596.50 million inand ~~the~~$4.2 million, ~~2005~~respectively. ~~period~~These ~~compared~~impacts towere ~~the~~partially ~~recognition~~offset ofby ~~operating~~lower ~~income~~volume ofand unfavorable product mix and raw material steel prices, which decreased gross profit by $6212.2 million ~~during~~and ~~the corresponding period~~$5.9 million, respectively.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $0.2 million, or 0.7%, to $33.3 million during the three months ended June 30, 2007 from $33.0 million for the corresponding period of 2006. Selling, general and administrative expenses represented 5.0% of revenues during the 2007 period in comparison to 4.9% in the 2006 period. The $0.2 million increase resulted primarily from higher workers compensation expenses, director fees and other expenses in the amount of $0.9 million, $0.7 million and $0.4 million, respectively. These expenses were partially offset by lower compensation costs and outside service costs of $0.8 million and $0.9 million, respectively.

Interest Expense. Interest expense increased by $7.9 million, or 35.4%, to $30.3 million during the 2007 period in comparison to $22.3 million in the 2006 period. The $7.9 million increase was primarily attributable to increased interest of $5.4 million related to the Company’s DIP financing facilities; and increased amortization expenses of $1.9 million related to the amendments to these DIP financing facilities.

In accordance with SOP 90-7, “Reorganization Under the Bankruptcy Code,” interest expense during the Company’s bankruptcy has been recognized only to the extent that it will be paid during the Company’s bankruptcy proceedings or that it is probable that it will be an allowed priority, secured or unsecured claim. Interest expense recognized by the Company is lower than the Company’s stated contractual interest for the three months ended June 30, 2007 and 2006 by $18.6 million and $18.3 million.

Chapter 11 and Related Reorganization Items. Chapter 11 and related reorganization expense decreased by $31.9 million to $11.8 million during the 2007 period compared to $43.7 million in the 2006 period. These costs primarily related to professional fees related to the Company’s bankruptcy proceedings, write-offs of deferred financing costs and lease rejection costs. See Notes 1 and 2 to the Condensed Consolidated Financial Statements.

Provision for Income Taxes. During the three months ended June 30, 2007, the Company recognized an income tax expense of $8.3 million related to a pre-tax net loss of $16.7 million. The Company recorded income tax expense that resulted from foreign income

oftaxes ~~2004~~related ~~and~~to the ~~recognition~~Company’s ofinternational ~~income~~operations ~~tax~~and ~~expense~~U.S. ~~despite~~state ataxes. ~~pre-tax~~Full ~~loss in the 2005 period in~~valuation ~~comparison~~allowances towere ~~the~~provided ~~recognition~~for ofU.S. anFederal income tax ~~benefit~~benefits generated during the ~~2004~~2007 period. ~~Increases in~~ ~~restructuring and asset impairment charges, net and selling, general and administrative expenses caused the operating loss for the 2005 period.~~

~~Restructuring~~During the three months ended June 30, 2006, the Company recognized an income tax expense of $11.9 million related to a pre-tax net loss of $70.1 million. The Company recorded income tax expense that resulted from foreign income taxes related to the Company’s international operations and ~~Asset~~U.S. state ~~Impairment~~taxes. Full valuation allowances were provided for U.S. Federal income tax benefits generated during the 2006 period. These collective income tax provisions were offset by an $8.1 million tax benefit related to the reversal of a valuation allowance for certain tax loss carry-overs. The reversal of the valuation allowance resulted from the reorganization, completed in the 2006 period, at certain of the Company’s international operations. Such reorganization resulted in the ability to utilize tax loss carry-overs in future periods.

~~The~~Equity ~~Company~~in ~~has~~Earnings ~~executed~~of ~~various~~Joint ~~restructuring~~Ventures, ~~plans~~Net ~~and~~of ~~may~~Tax. ~~execute~~Equity ~~additional plans~~ in ~~the~~earnings ~~future to~~of ~~respond~~joint ~~to its bankruptcy proceedings~~ventures, ~~customer~~net ~~sourcing decisions, realignment~~ of ~~manufacturing~~tax ~~capacity~~decreased toby ~~prevailing~~$2.1 million, ~~global~~or ~~automotive~~27.4%, ~~production and~~ to ~~improve the utilization of remaining facilities~~$5.5 million ~~Estimates~~during ofthe ~~restructuring~~three ~~charges~~months ~~are~~ended ~~based~~June 30, ~~on information available at the time such~~2007 ~~charges~~from ~~are recorded~~$7.5 million ~~Due~~during to the ~~inherent~~three ~~uncertainty~~months ~~involved~~ended ~~in estimating restructuring expenses~~June 30, ~~actual~~2006. ~~amounts~~The ~~paid~~decrease ~~for~~primarily ~~such activities may differ~~ resulted from ~~amounts initially recorded. Accordingly,~~ the Company’s ~~may~~share ~~record~~of ~~revisions~~earnings offrom ~~previous~~its ~~estimates~~joint byventure ~~adjusting~~interest ~~previously established~~in ~~reserves~~Metalsa.

~~During~~Minority ~~the~~Interest, ~~three~~Net ~~and~~of ~~nine~~Tax. ~~months~~Minority ~~ended September 30~~interest, ~~2005,~~net ~~the~~of ~~Company~~tax, ~~recognized~~increased ~~restructuring~~by ~~and asset~~$0.4 million, ~~impairment~~or ~~charges~~16.0%, to ~~net of~~ $372.76 million ~~and~~during the three months ended June 30, 2007 from $~~108~~2.92 million, ~~respectively.~~during ~~During~~ the ~~nine~~three months ended ~~September~~June 30, ~~2004,~~2006. ~~the~~The ~~Company~~increase ~~recognized~~resulted aprimarily ~~reversal~~from ofhigher aearnings ~~pension~~at ~~curtailment~~the ~~loss~~Company’s joint ventures in ~~the~~ ~~amount~~China, Tower Golden Ring, of $60.34 million.

OnSix ~~April 15,~~Months ~~2005,~~Ended ~~the Company committed to a plan to close its Belcamp, MD, Bowling Green, KY and Corydon, IN facilities. The facility closures were completed in~~ June ~~2005. In addition~~30, as2007 ~~a result~~Compared ofto the ~~closing~~Six ofMonths ~~the~~Ended ~~Corydon~~June 30, ~~IN facility, the Company reduced the number of employees at~~2006 its Granite City, IL facility. These operational restructuring initiatives were designed to reduce excess capacity and associated costs and improve overall efficiency. Total estimated costs associated with these actions amount to approximately $63.4 million. Cash expenditures related to these actions are estimated at $4.5 million (see Note 12 to the Condensed Consolidated Financial Statements).

OnRevenues. ~~October~~Sales decreased by $66.4 5million, ~~2005~~or 4.9%, during the ~~Company~~six ~~notified~~months ~~employees~~ended ~~at its Milwaukee~~June 30, WI2007 ~~facility~~to $1.3 billion ~~that~~from ~~production~~$1.3 billion of during the ~~Ford~~six ~~Ranger~~months ~~Truck~~ended ~~frame~~June 30, ~~would~~2006. beThe ~~moved~~decrease is primarily due to ~~its~~lower ~~Bellevue~~volume and unfavorable product mix, OHwhich ~~facility.~~decreased ~~Production~~revenue inby ~~Milwaukee~~$134.9 ~~will~~million ~~end~~during inthe ~~March~~ 2007 period compared to the 2006 period. ~~Total~~These ~~estimated~~impacts ~~costs~~were ~~associated~~partially ~~with~~offset ~~this~~by an ~~action~~increase ~~amounts~~in tosteel ~~approximately $6 million.~~price ~~Cash~~recoveries ~~expenditures~~from ~~related~~certain tocustomers, ~~these~~favorable ~~actions~~foreign ~~are~~exchange ~~estimated~~and atother factors, which increased revenue by $56.0 million, ~~(see~~$53.1 million ~~Note~~and 12$9.4 million, torespectively, during the ~~Condensed~~2007 ~~Consolidated~~period ~~Financial~~compared ~~Statements)~~to the 2006 period.

OnGross ~~October 13,~~Profit ~~2005,~~and Gross Margin. Gross margin for the ~~Company~~six ~~notified~~months ~~employees~~ended June 30, at2007 ~~its~~was ~~Granite~~8.6% compared ~~City,~~to IL7.8% ~~and~~for ~~Milan~~the comparable period of 2006. Gross profit increased by $4.2 million, TNor ~~operations~~4.0%, ofto $109.6 million during the ~~Company’s~~2007 ~~intention~~period compared to ~~transfer~~$105.4 million ~~existing~~during ~~production~~the to2006 ~~other~~period. The ~~facilities~~increase in ~~North America~~gross ~~and~~profit ~~close~~was ~~these~~primarily ~~two~~due ~~manufacturing~~to ~~facilities.~~the ~~These~~positive ~~facility~~impacts ~~closures~~of ~~are~~improved ~~expected~~operating ~~to be~~and ~~completed~~purchasing byefficiencies, ~~December 2006.~~customer ~~Total~~accommodations ~~estimated~~and ~~costs~~ongoing ~~associated~~restructuring ~~with~~activities ~~these~~in ~~actions~~the amounts ~~amount~~of ~~to approximately~~$17.1 million, $659.8 million, $11.2 million, ~~Cash~~and ~~expenditures~~$13.4 million, ~~related~~respectively. toThese impacts ~~these~~were ~~actions~~partially ~~are~~offset ~~estimated~~by atlower volume and unfavorable product mix, raw material steel prices and other factors in the amounts of $1431.2 million, ~~(see~~$15.2 million ~~Note~~and 12$0.9 million, respectively, tofor the ~~Condensed~~six ~~Consolidated~~months ~~Financial~~ended ~~Statements)~~June 30, 2007 compared to the 2006 period.

~~Liquidity~~Selling, General and ~~Capital~~Administrative ~~Resources~~Expenses. Selling, general and administrative expenses decreased by $1.9 million, or 2.8%, to $65.2 million during the six months ended June 30, 2007 from $67.1 million for the corresponding period of 2006. Selling, general and administrative expenses represented 5.1% of revenues during the 2007 and 5.0% during the 2006 period. The $1.9 million decrease resulted primarily from lower compensation costs, outside service costs and other expenses of $0.9 million, $1.8 million and $0.3 million, respectively. These decreases were partially offset by higher workers compensation expenses and director fees, in the amount of $0.5 million and $0.6 million, respectively.

~~During~~Interest ~~the~~Expense. ~~first~~Interest ~~nine~~expense ~~months~~increased ofby ~~2005~~$15.9 million, ~~the~~or ~~Company’s~~37.2%, ~~cash~~to ~~requirements~~$58.8 million ~~were~~during the ~~met~~2007 ~~through~~period ~~operations and~~in acomparison to $~~725~~42.8 million ~~commitment of debtor-~~in~~-possession~~ ~~financing~~the ~~(“DIP~~2006 ~~Financing”)~~period. AtThe ~~September 30,~~increase ~~2005,~~was ~~the~~primarily attributable ~~Company~~to ~~had~~increased ~~available~~interest ~~liquidity in the amount~~ of $~~215~~10.56 million, ~~which~~related ~~consisted~~to ofthe Company’s DIP financing ~~$45.5 million~~facilities; ofand ~~cash~~increased onamortization ~~hand~~expenses ~~and~~of $~~170~~4.09 million ~~available~~related ~~for~~to ~~borrowing~~the ~~under~~amendments ~~the~~to these DIP ~~Financing~~financing facilities.

~~Net~~Chapter 11 ~~cash used~~and inRelated ~~operating~~Reorganization ~~activities was $125~~Items.8 Chapter ~~million~~11 ~~during~~and ~~the~~related ~~nine~~reorganization ~~months~~expense decreased ~~ended~~by ~~September~~$34.5 ~~30, 2005~~million ~~compared~~ to ~~net~~$20.8 million ~~cash~~during ~~provided~~the by2007 ~~operating~~period ~~activities~~compared ofto $1155.03 million ~~during~~in the ~~nine months~~ ~~ended~~2006 ~~September 30, 2004~~period. ~~The~~These ~~net~~costs ~~cash~~primarily ~~utilized~~related into ~~the~~professional ~~2005~~fees ~~period~~related ~~resulted~~to ~~primarily~~the ~~from an~~Company’s ~~increase~~bankruptcy inproceedings, ~~accounts~~write-offs ~~receivable~~ of ~~$95.6 million~~deferred ~~and~~financing acosts ~~decrease~~and inlease ~~accounts~~rejection ~~payable of $315~~costs.9 See ~~million.~~Notes ~~These~~1 ~~utilization~~and ~~amounts~~2 ~~were~~to ~~partially~~the ~~offset~~Condensed byConsolidated ~~net~~Financial ~~provisions of cash from other operating accounts of $285~~Statements.~~7 million.~~

Provision for Income Taxes. During the six months ended June 30, 2007, the Company recognized an income tax expense of $11.7 million related to a pre-tax net loss of $57.8 million. The Company recorded income tax expense that resulted from foreign income taxes related to the Company’s international operations and U.S. state taxes. Full valuation allowances were provided for U.S. Federal income tax benefits generated during the 2007 period. These collective income tax provisions were offset by an $8.1 million tax

~~Net~~benefit ~~cash utilized~~related into ~~investing~~the ~~activities~~reversal ~~was~~of ~~$104.5 million~~a ~~during~~valuation ~~the~~allowance ~~first~~for ~~nine~~certain ~~months~~tax ofloss ~~2005~~carry-overs. The ~~compared~~reversal toof ~~net~~the ~~cash~~valuation ~~utilized~~allowance ofresulted ~~$117.2 million~~from the reorganization, completed in the ~~corresponding~~ 2006 period, at certain of ~~2004.~~the ~~The~~Company’s ~~utilization~~international ~~for~~operations. ~~the 2005~~Such ~~period~~reorganization resulted ~~entirely~~in ~~from~~the ~~cash~~ability to ~~disbursed~~utilize ~~for~~tax ~~purchases~~loss ~~of property,~~carry-overs ~~plant~~in ~~and~~future ~~equipment~~periods.

~~Net~~We ~~cash provided~~adopted ~~by financing activities was $126.8 million during~~ the ~~nine~~provisions ~~months~~of ~~ended~~FIN ~~September 30,~~48 ~~2005~~on ~~compared to net cash provided of $90.2~~January ~~million~~1, ~~during the comparable period of 2004. During the first nine months of 2005~~2007, ~~borrowings~~and ~~related~~decreased toretained ~~the~~earnings ~~DIP financing facility more than~~by ~~offset~~approximately ~~repayments by~~ $~~555~~0.63 million. ~~The~~For ~~effect~~further ofdiscussion, ~~this~~see ~~provision~~Note of11 ~~cash was partially offset by $428.9 million in repayments~~ of the ~~Company’s~~Condensed ~~non-DIP debt exceeding borrowings associated with~~Consolidated ~~that~~Financial ~~debt~~Statements.

AtDuring ~~September~~the six months ended June 30, ~~2005~~2006, the Company’s ~~balance~~recognized ~~sheet~~income ~~reflected~~tax ~~working~~expense ~~capital~~ of $649.~~1 million.~~7 ~~However,~~million ~~the~~in ~~Company~~relation ~~classified~~to ~~approximately~~a pre-tax net loss of $~~210~~88.9 million. This income tax provision resulted primarily from the recognition of ~~contractual~~foreign ~~current~~income ~~liabilities~~taxes asand state taxes. Full valuation allowances ~~liabilities~~were ~~subject~~provided tofor ~~compromise~~U.S. Federal income tax benefits generated during the 2006 period.

~~The~~Equity ~~Company’s~~in ~~business~~Earnings ~~has~~of ~~significant~~Joint ~~liquidity~~Ventures, ~~requirements~~Net ~~due~~of toTax. ~~its~~Equity ~~product~~in ~~launch~~earnings ~~activities and~~of ~~its~~joint ~~capital-intensive~~ventures, ~~nature.~~net ~~The~~of ~~Company~~tax decreased ~~encountered~~by a$5.2 million, ~~series~~or of36.7%, ~~developments~~to in$9.0 million ~~late~~during ~~2004~~the ~~and early~~six ~~2005~~months ended June 30, in2007 ~~addition~~from $14.2 million toduring the ~~termination~~six ofmonths ~~accelerated~~ended ~~payment~~June 30, ~~programs~~2006. ~~with~~The ~~key~~increase ~~customers,~~primarily ~~that~~ resulted infrom athe Company’s ~~material~~share ~~reduction~~of inearnings ~~the~~from ~~Company’s~~its ~~liquidity~~joint ~~position~~venture interest in ~~early 2005~~Metalsa.

~~Production~~Minority ~~volumes~~Interest, Net of ~~the~~Tax. ~~Company’s~~Minority ~~largest~~interest, ~~customers~~net ~~have~~of ~~declined~~tax ~~during~~increased ~~2005~~by $1.6 million, Inor ~~North America~~49.7%, ~~Ford~~to ~~and~~$4.7 million ~~General~~during ~~Motors~~the ~~production~~six ~~volumes~~months ~~declined~~ended ~~due~~June 30, in2007 ~~part,~~from to$3.2 million afor ~~loss in market share to~~ the corresponding ~~“New~~period ~~Domestics”~~of ~~(Nissan, Toyota and Honda)~~2006. ~~Ford~~The ~~and~~increase ~~General~~resulted ~~Motors~~from ~~represented~~higher ~~approximately~~earnings ~~48% of~~at the Company’s ~~revenue~~joint inventures ~~2004. Accordingly~~in China, ~~this~~Tower ~~decline~~Golden inRing ~~production~~and ~~has~~WuHu, ~~significantly impacted~~and the Company’s ~~liquidity~~joint ~~and~~venture ~~results~~in Germany, Dr. Meleghy, of ~~operations~~$0.8 million, $0.4 million and $0.3 million, respectively.

~~Raw~~Restructuring ~~material costs have also negatively impacted the Company’s liquidity position~~ and ~~results~~Asset ofImpairment operations. The majority of the Company’s product offerings are produced from steel. A byproduct of the production process is scrap steel, which is sold. Steel prices and scrap steel prices increased significantly during 2004. During 2005, steel prices have declined relative to 2004 levels, but still remain high relative to historical levels. However, the price for scrap steel has declined more significantly than steel. The adverse impact of higher steel prices and lower recovery for scrap steel are expected to continue in 2005.

InThe ~~addition,~~Company ~~certain~~has ~~foreign~~executed ~~subsidiaries~~various ofrestructuring ~~the~~plans ~~Company~~and ~~are~~may ~~subject~~execute additional plans in the future to ~~restrictions~~respond onto ~~their~~its bankruptcy proceedings, customer sourcing decisions, realignment of manufacturing ~~ability~~capacity to ~~dividend~~prevailing orglobal ~~otherwise~~automotive ~~distribute~~production ~~cash~~and to improve the ~~Company~~utilization ~~because~~of ~~they~~remaining facilities. Estimates of restructuring charges are ~~subject~~based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring ~~financing~~expenses, ~~arrangements~~actual ~~that~~amounts ~~restrict~~paid ~~them~~for such activities may differ from ~~paying~~amounts ~~dividends~~initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established reserves.

~~Due~~See toNote ~~the~~8 ~~above-mentioned factors, the Company’s liquidity position deteriorated in early 2005, which required the Company~~ to ~~seek Chapter 11 protection to restructure its operations and financial position. The objective of~~ the ~~bankruptcy~~accompanying ~~filing~~Condensed isConsolidated toFinancial ~~provide~~Statements ~~relief~~for ~~from~~further ~~the Company’s~~information ~~burdensome~~regarding ~~pre-petition~~these ~~debt service and other obligations and allow the Company to make the necessary investments in the near term to grow and sustain its business~~actions.

~~The~~During ~~Company~~the ~~has~~three ~~established~~and asix ~~plan~~months ~~that~~ended ~~encompasses: (i)~~June a30, ~~balance~~2007, ~~sheet restructuring in conjunction with~~ the ~~bankruptcy filing that is intended to allow the~~ Company torecognized ~~eliminate~~expense ~~much~~ of $18.3 ~~its~~million ~~unsustainable~~and ~~debt~~$24.2 million, ~~load~~respectively, ~~and~~related ~~simplify~~to ~~its~~restructuring ~~complex~~ and ~~restrictive~~asset ~~capital~~impairments ~~structure;~~compared ~~(ii)~~to ~~rationalizing~~an ~~the~~expense ~~Company’s~~of ~~facilities; (iii)~~$28.3 ~~increasing~~million ~~productivity, efficiency~~ and ~~quality~~$30.9 million ~~at the~~for ~~plant level while optimizing capacity utilization across~~ the ~~Company’s~~three ~~entire network to reduce costs~~ and ~~improve~~six ~~operating~~months ~~results~~ended byJune 30, ~~managing~~2006, respectively. ~~plants~~The asdecrease ~~cost centers instead~~ of ~~profit centers; (iv)~~$10.0 ~~leveraging~~million ~~scale by centralizing material services, capital~~ and ~~manufacturing~~$6.7 million ~~sourcing that~~ is ~~designed~~ toprimarily ~~maximize overall purchasing power with~~ the ~~objective~~result of ~~reducing costs; (v)~~ ~~rationalizing~~additional, ~~the~~previously ~~Company’s~~disclosed, ~~manufacturing~~plant ~~operations~~closure byactivities ~~utilizing~~during ~~a common approach toward processes across all of~~ the ~~Company’s~~2006 ~~manufacturing~~period, ~~facilities;~~which ~~and~~did ~~(vi) focusing on profitability~~not ~~rather~~occur ~~than~~during ~~revenue growth and market share, with~~ the ~~objective~~comparable ~~that~~2007 ~~future platform launches will be in a better position to achieve improved margins~~period.

The Company’s new product launch activities and capital expenditures are expected to decline during 2005 as compared to 2004 levels. Capital expenditures for 2005 are expected to be approximately $163 million. For the year ending December 31, 2005, management expects total new program launch costs to be approximately $6 million.

Liquidity and Capital Resources

During the first six months of 2007, the Company’s cash requirements were met through operations and a $725 million commitment of debtor-in-possession financing (“DIP Financing”). At June 30, 2007, the Company had available liquidity in the amount of $128.0 million, which consisted of $87.2 million of cash on hand and the availability of $40.8 million for borrowing under facilities that expired upon the Company’s emergence from bankruptcy.

Net cash provided by operating activities was $15.6 million during the six months ended June 30, 2007 compared to net cash provided by operating activities of $29.0 million during the six months ended June 30, 2006. The change was due to a decrease of $0.1 million in the net loss after excluding non-cash charges, related to Chapter 11 and reorganization items, restructuring and asset impairment charges, depreciation expenses, deferred income tax expenses, and equity in earnings of joint ventures. Working capital items (accounts receivable, inventory, pre-paid tooling and other, accounts payable and accrued liabilities) decreased cash flow by $34.6 million. The decrease was offset by improved cash utilization from other assets and liabilities of $21.1 million.

Net cash used in investing activities was $47.7 million during the first six months of 2007 compared to net cash used in investing activities of $27.7 million in the corresponding period of 2006. During the first quarter of 2006, the Company sold its Gunpo, South Korea facility and received cash proceeds of approximately $32.7 million. The Company disbursed cash of $47.7 million for purchases of property, plant and equipment during the six months ended June 30, 2007 as compared to $60.4 million in the comparable 2006 period.

Net cash provided by financing activities was $55.0 million during the first six months of 2007 compared to net cash provided of $53.0 million during the comparable period of 2006. During the six months ended June 30, 2007, borrowings related to the DIP facility more than offset repayments by $56.0 million. Borrowings related to the Company’s non-DIP debt offset repayments associated with that debt by $1.0 million.

As disclosed in the Company’s Annual Report for the year ended December 31, 2006, the Company’s business has significant liquidity requirements. In addition, a summary of the liquidity factors which forced the Company to seek Chapter 11 bankruptcy protection is included as well as the Company’s plans regarding these matters related to improving liquidity and operating results. On September 22, 2006, the Company circulated for approval by the lenders under its DIP Agreement the seventh amendment to the DIP Agreement (the “Amendment”). On October 6, 2006, the DIP Agreement was amended by the lenders. The Amendment amends certain covenants contained in the DIP Agreement. In addition, the Amendment amends certain provisions to allow for dividends to be declared and paid by less than wholly-owned subsidiaries of the Company and waives any existing covenant technical breaches related to previously declared and paid dividends by less than wholly-owned subsidiaries of the Company. The Amendment also amended certain interest rates based on the current economic environment. On January 30, 2007, the Company obtained approval by the lenders under its DIP Agreement of the eighth amendment to the DIP Agreement. The eighth amendment extends the maturity date from February 2, 2007 to August 2, 2007, amends certain covenants contained in the DIP Agreement, and amends certain interest rates based on the current economic environment. The Company believes that funds generated by operations, together with cash on hand and amounts available for borrowing under its DIP Financing, should it be able to obtain appropriate modifications or waivers, provide sufficient liquidity and capital resources to pursue its business strategy while operating under Chapter 11 bankruptcy protection. The DIP Agreement matured on August 2, 2007 and the Debtors’ paid all borrowings pertaining to the DIP Agreement on July 31, 2007 as part of the sale transaction to Cerberus Capital Management, L.P. as discussed further in Note 1.

Chapter 11 Impact

Under the terms of the Company’s then-existing credit agreement, the Chapter 11 filing created an event of default. Upon the Chapter 11 filing, the lenders’ obligation to loan additional money to the Company terminated, the outstanding principal of all obligations became immediately due and payable and the Debtors were required to immediately deposit funds into a collateral account to cover the outstanding amounts under the letters of credit issued pursuant to the credit agreement. Outstanding obligations under the credit agreement amounted to $425 million, which was refinanced through the DIP financing described below.

In addition, the Chapter 11 filing created an event of default under the Convertible Debentures, Senior Notes, Senior Euro Notes, and the amount due tofor the ~~Tower~~Subordinated ~~Automotive Capital Trust~~Debentures. As a result, such indebtedness became immediately due and payable (see Note 2).

The ability of the creditors of the Debtors to seek remedies to enforce their rights under the credit facilities described above is stayed as a result of the Chapter 11 filing, and the creditors’ rights of enforcement are subject to the applicable provisions of the Bankruptcy Code.

DIP Financing

In ~~conjunction with its Chapter~~February ~~11 filing~~2005, the ~~Debtors~~Bankruptcy ~~entered~~Court ~~into~~approved a ~~DIP~~Revolving ~~Financing~~Credit, ~~Agreement~~Term ~~in February 2005.~~Loan ~~The~~and ~~DIP~~ Guaranty Agreement, ~~provides~~as ~~for $725 million of debtor-in-possession financing~~amended, ~~comprised~~ of(“DIP aAgreement”) ~~revolving~~between ~~credit~~the ~~and~~Company ~~letter of credit facility in an aggregate principal amount not to exceed $300 million~~ and a ~~term~~national ~~loan~~banking ininstitution ~~the aggregate principal amount of $425 million. The~~as ~~proceeds~~agent offor the ~~term~~lenders ~~loan~~(“Lenders”) ~~have~~and ~~been~~each ~~used to payoff the Company’s outstanding balance~~ of ~~$425 million associated with its pre-petition credit agreement. The Company believes that~~ the ~~existing DIP Agreement along with cash generated from operations are adequate to provide for its future liquidity needs through the Debtors’ Chapter 11 bankruptcy~~Lenders.

~~Advances~~The ~~under the~~ DIP Agreement ~~bear~~provides ~~interest~~for at a ~~fixed~~$725 million ~~rate~~commitment ~~per~~of ~~annum~~debtor-in-possession ~~equal to (x) the greatest~~financing ~~(as~~comprised of ~~the~~a ~~date~~revolving ~~the~~credit ~~advance~~and isletter ~~made)~~ of ~~the~~credit ~~prime~~facility ~~rate,~~in ~~the~~an ~~Base~~aggregate CDprincipal ~~Rate~~amount ~~(as~~not to ~~defined~~exceed in$300 million ~~the~~and ~~DIP Agreement)~~a ~~plus~~term ~~1%,~~loan orin the ~~Federal~~aggregate ~~Funds~~principal ~~Effective~~amount ~~Rate~~of ~~(as~~$425 million. ~~defined~~The proceeds inof the ~~DIP~~term ~~Agreement)~~loan ~~plus 0.5%,~~have ~~plus~~been ~~(y) 1.75%,~~used into refinance the ~~case~~Debtors’ obligations of aamounts outstanding ~~loan~~ under the ~~revolving~~pre-petition ~~facility,~~credit ~~or 2~~agreement.~~25%~~ inThe ~~the~~proceeds ~~case~~ of ~~the~~ ~~term loan. Alternatively,~~ the ~~Debtors~~revolving ~~may~~credit ~~request~~loans shall ~~that~~be ~~advances~~used beto ~~made~~fund atthe aworking ~~variable~~capital ~~rate equal~~requirements toof ~~(x)~~ the ~~Adjusted~~Debtors ~~LIBO~~during ~~Rate~~the ~~(as~~Chapter 11 proceedings. ~~defined~~Obligations inunder the DIP Agreement), ~~for~~are asecured ~~one-month, three-month,~~by ~~six-month,~~a orlien ~~nine-month~~on ~~period, at~~ the ~~election~~assets of the Debtors, ~~plus~~ (~~y) 2.75%,~~such inlien ~~the case~~shall ofhave first priority with respect to a ~~loan~~significant ~~under~~portion of the ~~revolving~~Debtors’ assets) ~~facility,~~and orby ~~3.25%~~a insuper-priority ~~the~~administrative ~~case~~expense claim in each of the ~~term~~bankruptcy ~~loan~~cases. ~~In addition,~~The Company believes that the existing DIP Agreement ~~obligates~~along ~~the~~with ~~Debtors~~cash togenerated ~~pay~~from ~~certain~~operations ~~fees~~are adequate to ~~the~~provide ~~lenders~~for asits ~~described~~future inliquidity needs through the ~~DIP Agreement~~Debtors’ Chapter 11 bankruptcy.

~~The~~Advances under the DIP Agreement ~~contains~~bear ~~various~~interest ~~representations~~at a fixed rate per annum equal to (x) the greatest (as of the date the advance is made) of the prime rate, ~~warranties~~the Base CD Rate (as defined in the DIP Agreement) plus 1%, or the Federal Funds Effective Rate (as defined in the DIP Agreement) plus 0.5%, plus (y) 1.75% prior to the amendment and ~~covenants~~2.75%, byas amended, in the case of a loan under the revolving facility, or 2.25% prior to the amendment and 3.5%, as amended in the case of the term loan. Alternatively, the Debtors may request that advances be made at a variable rate equal to (x) ~~are~~the ~~customary~~Adjusted LIBO Rate (as defined in the DIP Agreement), for ~~transactions~~a one-month, three-month, six-month, or nine-month period, at the election of ~~this~~the ~~nature~~Debtors, ~~including~~plus (~~without limitation~~y) 2.75% ~~reporting~~prior to the amendment and ~~requirements~~3.75%, as amended, in the case of a loan under the revolving facility, or 3.25% prior to the amendment and ~~maintenance~~4.5%, as amended in the case of ~~financial~~the ~~covenants~~term loan. In addition, the DIP Agreement obligates the Debtors to pay certain fees to the Lenders as described in the DIP Agreement. At June 30, 2007, $40.8 million was available for borrowing under the revolving credit and letter of credit facility. At June 30, 2007, the weighted average interest rate associated with borrowings pertaining to the DIP Agreement was 9.82%. The DIP Agreement matured on August 2, 2007 and the Debtors’ paid all borrowings pertaining to the DIP Agreement on July 31, 2007 as part of the sale transaction to Cerberus Capital Management, L.P. as discussed further in Note 1.

~~The DIP Agreement matures on February 2, 2007; however, the Debtors are obligated to repay all~~36 ~~borrowings made pursuant to the DIP Agreement upon substantial consummation of a plan of reorganization of the Debtors that is confirmed pursuant to an order of the Bankruptcy Court.~~

Back-Stop Agreement

The Debtors have entered into a Back-Stop Agreement with a finance company (“Finance Company”), Under the Back-Stop Agreement, the Finance Company agreed to take by assignment any second lien holder’s rights and obligations as a second lien holder in association with second lien letters of credit under the Credit Agreements in an aggregate amount not to exceed $155 million.

Draws were made against the second lien letters of credit of $15.8 million as of September 30, 2005. In October 2005, additional draws of $25.2 million were made against the second lien letters of credit.

Back-Stop Agreement

The Debtors have entered into a Back-Stop Agreement with a finance company (“Finance Company”). Under the Back-Stop Agreement, in the event any second lien lender under the pre-petition credit agreement wished to assign its deposits, rights and obligations after the Chapter 11 filing, the Finance Company agreed to take by assignment any such second lien holder’s deposits, rights and obligations in an aggregate amount not to exceed $155 million.

Draws were made against the issued second lien letters of credit in the amount of $41 million as of June 30, 2007. The Debtors’ paid all borrowings pertaining to the Back-Stop Agreement on July 31, 2007 as part of the sale transaction to Cerberus Capital Management, L.P. as discussed further in Note 1.

Stock Options

~~The~~Effective ~~Company~~January 1, is2006, ~~accounting~~the Company accounts for stock-based ~~options~~compensation ~~granted~~utilizing tothe ~~employees~~fair value approach described in ~~accordance~~SFAS ~~with~~No. 123 ~~APB~~(R) ~~25,~~ — “~~Accounting~~Shared-Based ~~for~~Payment” ~~Stock~~(“SFAS ~~Issued~~No. 123 ~~to Employees~~(R)”). ~~until January~~On September 120, ~~2006~~2005, ~~when~~the Company fully vested the entire unvested portion of its outstanding stock options. The Company accelerated the vesting of these options because it is the Company’s opinion that expensing the remaining unvested portion of the options in accordance with SFAS No 123 ( R )~~, “Share~~ ~~Based~~does ~~Payment”~~not ~~becomes~~represent ~~effective.~~the ~~See~~economic ~~Notes~~cost 7to ~~and~~the 15Company togiven the ~~Condensed~~Company’s ~~Consolidated~~Chapter 11 ~~Financial~~status. ~~Statements~~Therefore, the adoption of SFAS No. 123 (R) had no material impact on the Company’s financial statements.

OnSFAS ~~September~~No. 20157, ~~2005,~~“Fair ~~the~~Value ~~Company~~Measurements” ~~fully~~(“SFAS ~~vested~~No. 157”) ~~all~~— ofIn September 2006, the ~~unvested~~FASB ~~portion~~issued ~~of its outstanding~~SFAS ~~stock options~~No. 157, ~~The~~which ~~Company~~establishes ~~accelerated~~a ~~the~~framework ~~vesting~~for ofreporting ~~these~~fair ~~options~~value ~~because~~and itexpands isdisclosures ~~the~~about ~~Company’s~~fair ~~opinion~~value ~~that~~measurements. ~~expensing~~SFAS ~~the~~No. 157 ~~remaining~~becomes ~~unvested~~effective ~~portion~~beginning ofwith ~~the~~our ~~options~~first inquarter 2008 period. In accordance with ~~SFAS~~SOP ~~123(~~90-7, ~~R )~~early ~~does~~adoption ~~not~~is ~~represent~~required ~~the~~when ~~economic~~an ~~cost~~entity toemerges ~~the~~from ~~Company~~bankruptcy ~~given the~~at ~~Company’s~~the ~~Chapter 11~~time ~~status.~~fresh-start ~~The~~reporting ~~Company~~is ~~has~~adopted. ~~recognized~~We ~~no expense~~are incurrently ~~relation~~evaluating tothe ~~these~~impact ~~options~~of this standard on ~~its~~the ~~Statements~~Company’s ofCondensed ~~Operations in~~Consolidated ~~accordance~~Financial ~~with APB 25~~Statements.

Market Risk

The Company is exposed to various market risks, ~~including~~which ~~changes in foreign currency exchange rates, interest rates, steel prices and scrap steel prices. Market risk~~ is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange rates, interest rates, steel prices and scrap steel prices. The Company’s policy is to not enter into derivatives or other financial instruments for trading or speculative purposes. The Company periodically enters into derivative instruments to manage and reduce the impact of changes in interest rates.

At ~~September~~June 30, ~~2005~~2007, the Company had total debt not subject to compromise in the bankruptcy proceedings of $~~815~~898.5 million. The debt is composed of fixed rate debt of $~~126~~114.5 million and ~~floating~~ floating rate debt of $~~689~~784.0 million. The pre-tax earnings and cash flow impact for the next year ~~resulting~~ resulting from a one percentage point increase in interest rates on variable rate debt not subject to to compromise would be approximately $78.0 million, holding other variables constant. A one-percentage point increase in interest rates would not materially impact the fair value of the fixed rate debt not subject to compromise.

A portion of the Company’s revenues are derived from manufacturing operations in Europe, Asia and South America. The results of operations and financial position of the Company’s foreign operations are principally measured in their respective currency and translated into U.S. dollars. The effects of foreign currency fluctuations in Europe, Asia and South America are somewhat mitigated by the fact that expenses are generally incurred in the same currency in which revenues are generated. The reported income of these subsidiaries will be higher or lower depending on a weakening or strengthening of the U.S. dollar against the respective foreign currency.

A portion of the Company’s assets are based in its foreign operations and are translated into U.S. dollars at foreign currency exchange rates in effect as of the end of each period, with the effect of such translation reflected as a separate component of stockholders’ investment (deficit). Accordingly, the Company’s consolidated stockholders’ investment (deficit) will fluctuate depending upon the weakening or strengthening of the U.S. dollar against the respective foreign currency.

The Company’s strategy for management of currency risk relies primarily upon conducting its operations in a country’s respective currency and may, from time to time, also involve hedging programs intended to reduce the Company’s exposure to currency fluctuations. Management believes the effect of a 100 basis point movement in foreign currency rates versus the dollar would not materially affect the Company’s financial position, results of operations or cash flows for the periods presented.

The majority of the Company’s product offerings are produced from steel. A byproduct of the production process is scrap steel, which is sold. Steel prices and scrap steel prices rose significantly during the first six months of 2007 compared to 2006. The adverse impact of higher steel prices is expected to continue in 2007. The Company is pursuing several initiatives to mitigate the impact of such raw material price increases on its results of operations. Such initiatives include moving more steel purchases to customer repurchase programs, pursing selling price increases from customers and reducing other operating costs, among other initiatives. The Company can provide no assurance that such initiatives will be successful.

Opportunities

The Company’s operations are geographically diverse including a significant presence in Europe, South America and Asia. The Company has a strategic customer portfolio strategy to leverage relationships with key customers across geographic boundaries to diversify its customer base and increase penetration with existing key customers, including the “New Domestics” (Nissan, Toyota and Honda). ~~Since 2000, the~~ proportion of revenue from the “Detroit 3” (Ford, DaimlerChrysler and General Motors) has declined from approximately 68% of revenue to 62% of revenue. The Company expects this trend to continue as a result of its anticipated organic growth outside the U.S. and recent awards to supply the New Domestics in the U.S.

Disclosure Regarding Forward-Looking Statements

All statements, other than statements of historical fact, included in this Form 10-Q or incorporated by reference herein, are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this Form 10-Q, the words “anticipate,” “believe,” “estimate,” “expect,” “intends”, “project”, “plan” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management as well as on assumptions made by and information currently available to the Company at the time such statements were made. Various economic and competitive factors could cause actual results to differ materially from those discussed in such forward-looking statements, including factors which are outside the control of the Company, such as risks relating to: (i) ~~confirmation of a plan of reorganization under~~ the ~~Bankruptcy~~ ~~Code, which would allow the~~ Company ~~to reduce unsustainable debt and other liabilities and simplify the Company~~’s ~~complex and restrictive capital structure; (ii) the Company’s~~ reliance on major customers and selected vehicle platforms; (~~iii~~ii) the cyclicality and seasonality of the automotive market; (iviii) the failure to realize the benefits of acquisitions and joint ventures; (viv) the Company’s ability to obtain new business on new and redesigned models; (viv) the Company’s ability to achieve the anticipated volume of production from new and planned supply programs; (~~vii~~vi) the general economic or business conditions affecting the automotive industry (which is dependent on consumer spending), either nationally or regionally, being less favorable than expected; (~~viii~~vii) the Company’s failure to develop or successfully introduce new products; (ixviii) increased competition in the automotive components supply market; (xix) unforeseen problems associated with international sales, including gains and losses from foreign currency exchange; (xix) implementation of or changes in the laws, regulations or policies governing the automotive industry that could negatively affect ~~the~~ the automotive components supply industry; (~~xii~~xi) changes in general economic conditions in the ~~United~~ United States, Europe and Asia; and (~~xiii~~xii) various other factors beyond the Company’s control. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by such cautionary statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

See “Market Risk” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I, Item 2.

Item 4. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Company’s Chief Executive Officer (the “CEO”) and the Company’s Chief Financial Officer (the “CFO”) have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a — 15 (e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Based upon this review and evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2005. This determination was based upon the identification of material weaknesses as of September 30, 2005, June 30, 2005 and December 31, 2004 in the Company’s internal control over financial reporting, which the Company views as an integral part of its disclosure controls and procedures. The effect of previously reported weaknesses on the Company’s disclosure controls and procedures and remedial actions taken and planned are described in Part II, Item 9A. Controls and Procedures of the Company’s Form 10-K for the year ended December 31, 2004 and in Part I, Item 4. Controls and Procedures of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005. In connection with the preparation of information included in this Quarterly Report on Form 10-Q, material weaknesses in the Company’s internal controls were identified by management. As a result of these material weaknesses, material adjustments were necessary to present the financial statements for the quarter ended September 30, 2005 in accordance with generally

accepted accounting principles in the United States. These material weaknesses are separate and unrelated to the material weaknesses in internal controls disclosed in Part II, Item 9A. Controls and Procedures of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and in Part I, Item 4. Controls and Procedures of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005. These new material weaknesses involved controls and procedures, which were not designed appropriately and not performed or not adequately performed at a North American manufacturing facility, a European manufacturing facility and at the Company’s Corporate Headquarters.

(1) The material weakness at the North American manufacturing facility resulted from the following collective internal control deficiencies:

• Incorrect material receiving practices; • Insufficient procedures to record and/or monitor the movement of inventory with external vendors; • Insufficient procedures to update purchase orders and other necessary documents for changes in internal and external vendors; • Turnover in key positions; • Insufficient processes to match payments to specific vendor invoices; • Insufficient oversight of purchase order maintenance and material movement; and • Ineffective mitigating controls to compensate for other control deficiencies.

To address this material weakness, the Company is implementing enhancements to its internal control over financial reporting. These steps include:

• Enhanced oversight of locations with turnover in key positions; • Enhanced procedures to ensure proper tracking and entry of material receipts/movements; • Enhanced procedures to ensure necessary documents are updated for vendor changes; • Additional training on systems and processes; • Automation of the cash application process as part of systems improvements/upgrades; • Reinforcement of existing policies requiring account reconciliations be performed monthly; and • Increased monitoring activities.

If not remediated, this material weakness could result in material misstatements in the Company’s annual and/or interim financial statements that might not be prevented or detected.

(2) The material weakness at the European manufacturing facility resulted from the following collective internal control deficiencies:

• Insufficient support for journal entries; • Insufficient review of journal entries prior to posting; • Insufficient review of account reconciliations; and • Ineffective monitoring of certain accounts.

To address this material weakness, the Company is implementing enhancements to its internal control over financial reporting. These steps include:

• Reinforcement of existing policies regarding support and approval of journal entries prior to posting; • Reinforcement of existing policies regarding reviews of account reconciliations; and • Additional reviews of account reconciliations by regional finance personnel.

If not remediated, this material weakness could result in material misstatements in the Company’s annual and/or interim financial statements that might not be prevented or detected.

(3) The material weakness at the Company’s corporate headquarters resulted from an insufficient review of non-cash transactions to ensure that such transactions were appropriately presented in the statement of cash flows. To address this material weakness, the Company is implementing enhancements to its review procedures of the consolidated financial statements to ensure that non-cash transactions are appropriately presented in the statement of cash flows.

If not remediated, this material weakness could result in material misstatements in the Company’s annual and/or interim financial statements that might not be prevented or detected.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. In addition to the development of the material weaknesses discussed above, during the quarter ended September 30, 2005, the Company implemented changes in internal controls over financial reporting to continue its centralization and standardization activities. Such changes included:

• Implementation of its standard Enterprise Resource Planning (ERP) software at its Korean operations. The Company has a centrally administered software implementation process to ensure: data integrity, appropriate testing of functionality, compliance with global security and access policies and appropriate changes to assure that business processes are documented and appropriate in the circumstances. • Beginning the centralization of purchasing and accounts payable processing in its North American operations. • Beginning the standardization of time and attendance systems in its North American operations through the utilization of a common time and attendance system.

No other changes occurred during the most recent fiscal quarter that had a material effect or are reasonably likely to have a material effect on internal control over financial reporting.

Item 4. Controls and Procedures.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

During the six months ended June 30, 2007, the Company implemented changes in internal controls over financial reporting activities. Such changes included:

	•		Enhanced monthly and quarterly financial reviews with regional finance departments and senior management;

	•		Enhanced account reconciliations at the corporate headquarters;

	•		Enhanced quarterly tax provision methodology; and

	•		Invested in financial personnel in the international operations.

No other changes occurred during the most recent fiscal quarter that had a material effect or are reasonable likely to have a material effect on internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

A description of the Company’s proceedings under Chapter 11 of the United States Bankruptcy Code is described in Part III, Item 13 of the Company’s Form 10-QK for the ~~quarter~~year ended ~~March~~December 31, ~~2005~~2006.

~~The Company requested an extension of the required due date for the filing of its plan of reorganization~~Item 1A. OnRisk ~~September 21, 2005, the Bankruptcy Court approved an extension of the due date from September 30, 2005 to January 27, 2006~~Factors.

See Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Item 6. Exhibits.

10.24		Fifth Amendment to Revolving Credit, Term Loan and Guaranty Agreement, Dated October 3, 2005.
31.1		Certification of the Post-Consummation Trust Administrator pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Post-Consummation Trust Administrator pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

3940

SIGNATURES

Pursuant to the requirements 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.

TOWER AUTOMOTIVE, INC. Registrant



	TA DELAWARE, INC.
	Registrant


Date: November 6, 2007	/s/ Jeffery Stegenga
	Jeffery Stegenga
	Post-Consummation Trust Administrator

~~Date: January 6, 2006 /s/ Christopher T. Hatto Christopher T. Hatto Chief Accounting Officer~~41

Exhibit Index

Exhibit no.		Description of Exhibit
10.24		Fifth Amendment to Revolving Credit, Term Loan and Guaranty Agreement, Dated October 3, 2005.
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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