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Tesma announces fourth quarter and 2001 year-end results

    CONCORD, ON, Sept. 13 - Tesma International Inc.
a global supplier of highly-engineered engine,
transmission and fueling systems and modules for the automotive industry,
today reported, for the quarter and year ended July 31, 2001, the 24th
consecutive quarter (on a comparative year-over-year basis) of record sales
since going public in 1995.

                                         Twelve Months       Three Months
                                         Ended July 31       Ended July 31
                                         -------------       -------------
                                          (Canadian dollars in millions,
                                             except per share figures)
                                        2001      2000      2001      2000

    Sales                             $1,202.1  $1,127.8  $  304.5  $  277.9
    Income before income taxes        $  124.2  $  133.6  $   25.7  $   31.0
    Net income                        $   88.8  $   84.9  $   25.6  $   19.5
    Operating cash flow               $  133.9  $  136.6  $   32.8  $   32.1
    Basic earnings per share          $   3.04  $   2.95  $   0.88  $   0.67
    Fully diluted earnings per share  $   3.00  $   2.90  $   0.86  $   0.66
    Weighted average number of shares
     outstanding on a fully diluted
     basis (in millions)                  29.6      29.3      29.7      29.5

    Consolidated Results
    --------------------

    Sales for the twelve month period increased by 7% to $1,202.1 million,
despite a 12% decline in North American vehicle production volumes and only
modest growth of less than 1% in Europe. This sales increase reflects sales
generated from new production launches, a 19% and 12% increase in our North
American and European content per vehicle to $52.66 and (euro) 12.85
respectively, a 40% increase in tooling sales and strong service and
aftermarket part sales. The significant strengthening of the Canadian dollar
versus the Euro slowed Tesma's reported sales by approximately 1.6%.

    For the quarter, sales were up by 10% to a record $304.5 million, despite
a quarterly year-over-year drop in North American vehicle production volumes
of 11% to 3.39 million units, the lowest fourth quarter level of production
since 1998 which included a seven week strike at General Motors. Tesma's sales
increase in the quarter was the result of new product launches in North
America, higher service and aftermarket part sales in Europe and high levels
of tooling sales for new programs.

    Income before income taxes for the twelve month period decreased to
$124.2 million. The additional margin generated by newly-launched production
programs, improved operating efficiencies, higher content per vehicle and
reduced interest expense, was more than offset by the year-to-date 12%
reduction in North American vehicle production volumes, customer pricing
concessions, continued higher operating costs at certain facilities as we
launch new programs and invest in engineering, research and development
resources and capital assets for the future and a non-recurring $3.4 million
translation loss as a result of tax planning initiatives undertaken (during
the fourth quarter) at certain foreign operations. For the year, net income
increased by 5% to $88.8 million versus $84.9 million a year ago.

    For the quarter, income before income taxes declined by 17% from $31.0
million to $25.7 million largely as a result of the translation loss, the
fourth quarter 11% reduction in North American vehicle production volumes and
significant launch costs for new product programs at two facilities.

    Net income for the quarter increased to by 31% $25.6 million from $19.5
million a year ago primarily due to the recognition of the recovery of $9.4
million of income taxes paid in prior years by certain foreign operations.

    In the fourth quarter, Tesma retroactively adopted the CICA's new
recommendations which requires the treasury stock method be used for the
calculation of fully diluted earnings per share. Under this method, the
Tesma's fully diluted earnings per share for the twelve month period was $3.00
and for the fourth quarter was $0.86, versus $2.90 and $0.66 a year ago. The
impact of the tax recoveries and the related translation loss on fully diluted
earnings per share was $0.20 in both the quarter and for the full year.

    North American Operations
    -------------------------

    
    Tesma's 5 European operations, located in Germany and Austria, employ
1,020 employees. For the twelve month period, sales from these operations
increased by 5% to $219.7 million compared to the same period last year.
Although there was sales growth in all of our European manufacturing
facilities the weakening of the Euro relative to the Canadian dollar caused
translated sales to decline by approximately $17.7 million versus the
comparable period a year ago. Despite high launch costs at one facility and
the non-recurring $3.4 million translation loss for implemented tax
structures, income before income taxes rose by 15% to $17.2 million, primarily
as a result of increased efficiencies in our engine technologies facilities
and strong aftermarket sales.

    Asian Operations
    ----------------

    Tesma's 2 Asian manufacturing facilities in South Korea employ 200
people. For the year, sales increased by 7% to $45.6 million and income before
income taxes for this segment (which includes our engineering and marketing
offices in Brazil, Japan and Korea) increased by 36% to $3.4 million versus
$2.5 million last year.

    Cash Flow
    ---------

    Cash provided from operations decreased by $2.7 million to $133.9 million
for the year and for the quarter increased by $0.7 million to $32.8 million.
An increased investment in non-cash working capital resulting from a record
level of sales, the final payment of fiscal 2000 income taxes and a return to
more manageable inventory levels reduced cash provided by operating activities
to $73.5 million for the year. Investment activities for the year included
$99.5 million for fixed and other asset additions, net of disposals. As a
result, net cash balances at the end of the fourth quarter were $51.0 million,
a decline of $41.9 million since July 31, 2000, but down only $2.3 million
from April 30, 2001.

    Balance Sheet
    -------------

    Despite the net use of cash during the twelve month period, Tesma
maintains one of the strongest balance sheets in our industry. Our net debt of
$30.6 million at July 31, 2001 was only 7% of shareholders' equity and our
return on funds employed exceeded 26% for the year.

    Dividends
    ---------

    The Tesma Board of Directors today declared a dividend in respect of the
fourth quarter of fiscal 2001 of $0.16 per share on the Class A Subordinate
Voting and Class B shares payable on October 15, 2001 to shareholders of
record on September 28, 2001.

    Outlook
    -------

    Tesma's results are expected to continue to be impacted by the negative
conditions that are affecting the automotive industry generally, including
production cut-backs, OEM price concessions under long-term agreements, the
continued weakness of the Euro, declining consumer confidence and general
economic uncertainty. North American OEMs have announced cutbacks in calendar
second half 2001 production schedules by approximately 4%. Across the board
production declines of the magnitude experienced and announced by the North
American OEMs have and will continue to affect all auto parts suppliers,
including Tesma. Tesma has and is continuing to respond to these issues and
expects sales growth in fiscal 2002. Based on information currently available,
Tesma's expected 2002 OEM production in North America (including Mexico) of
16.1 million units (a decline of 2%) and in Europe of 16.2 million units (a 4%
decline) should result in an overall growth rate in Tesma's sales of
approximately 10 to 12% for fiscal 2002.

    Magna Steyr
    -----------

    As previously announced, Tesma and its controlling shareholder, Magna
International Inc., are continuing to review the proposed combination of Tesma
with Magna Steyr, a wholly-owned operating group of Magna. This transaction,
if successfully concluded, would combine the recognized individual strengths
and capabilities of Tesma and Magna Steyr to create a leading full-service
powertrain supplier of advanced transmission, engine and drivetrain products
for the global automotive industry. A special committee of the independent
directors of Tesma is currently reviewing the proposed transaction, and it is
anticipated that a further announcement will be forthcoming within the next
number of weeks.


    TESMA INTERNATIONAL INC.
    CONSOLIDATED BALANCE SHEETS
    (Canadian dollars in thousands)
    (Audited)

                                                          AS AT      AS AT
                                                         July 31,   July 31,
                                                           2001       2000

    ASSETS
    Cash and cash equivalents                           $  95,703  $ 143,104
    Accounts receivable                                   172,803    142,657
    Inventories                                            93,735     83,632
    Future tax assets                                       9,570          -
    Prepaid expenses and other                             11,091      9,937
    -------------------------------------------------------------------------
                                                          382,902    379,330
    Capital assets                                        349,008    306,057
    Other assets                                           26,430     27,284
    -------------------------------------------------------------------------
                                                        $ 758,340  $ 712,671
    -------------------------------------------------------------------------

    LIABILITIES AND SHAREHOLDERS' EQUITY
    Bank indebtedness                                   $  44,706  $  50,207
    Accounts payable                                       86,581     85,624
    Accrued salaries and wages                             35,868     36,019
    Other accrued liabilities                              30,178     44,014
    Income taxes payable                                   11,019     13,346
    Long-term debt due within one year                      4,342      8,243
    -------------------------------------------------------------------------
                                                          212,694    237,453
    Long-term debt                                         77,221     74,990
    Future tax liabilities                                 34,200     33,023

    SHAREHOLDERS' EQUITY
    Class A Subordinate Voting Shares
     (authorized: unlimited, issued: 15,042,379)          187,643    185,851
    Class B Shares (authorized: unlimited,
     issued: 14,223,900)                                    2,583      2,583
    Retained earnings                                     252,435    186,554
    Currency translation adjustment                        (8,436)    (7,783)
    -------------------------------------------------------------------------
                                                          434,225    367,205
    -------------------------------------------------------------------------
                                                        $ 758,340  $ 712,671
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    TESMA INTERNATIONAL INC.
    CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
    (Canadian dollars in thousands, except per share figures)


                                 THREE MONTHS ENDED    TWELVE MONTHS ENDED
                                      July 31                 July 31
                                    (unaudited)              (audited)
                                  2001        2000        2001        2000

    Sales                     $  304,480  $  277,855  $1,202,144  $1,127,785
    -------------------------------------------------------------------------
    Cost of goods sold           240,187     214,092     931,896     857,757
    Depreciation and
     amortization                 13,387      10,118      51,646      43,513
    Selling, general and
     administrative               20,077      20,275      77,414      76,314
    Interest, net                    823         (81)      1,697       3,271
    Affiliation fees and
     other charges                 4,347       2,466      15,271      13,343
    -------------------------------------------------------------------------
    Income before income
     taxes                        25,659      30,985     124,220     133,587
    Income taxes                      41      11,530      35,425      48,693
    -------------------------------------------------------------------------
    Net income for the period     25,618      19,455      88,795      84,894
    Retained earnings,
     beginning of period         231,345     174,980     186,554     120,595
    Dividends on Class A
     Subordinate Voting
     Shares and Class B
     Shares                       (4,528)     (4,658)    (18,552)    (15,712)
    Cumulative adjustment for
     change in accounting
     policy (Note 1 (a))               -           -      (3,945)          -
    Surrender of stock
     options                           -      (3,223)       (417)     (3,223)
    -------------------------------------------------------------------------
    Retained earnings, end
     of period                $  252,435  $  186,554  $  252,435  $  186,554
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Earnings per Class A
     Subordinate Voting Share
     or Class B Share
     (Note 1 (b))
      Basic                   $     0.88  $     0.67  $     3.04  $     2.95
      Fully diluted           $     0.86  $     0.66  $     3.00  $     2.90
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Average number of Class A
     Subordinate Voting
     Shares and Class B
     Shares outstanding
     (in millions)
     (Note 1 (b))
      Basic                         29.3        29.0        29.2        28.8
      Fully diluted                 29.7        29.5        29.6        29.3
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    TESMA INTERNATIONAL INC.
    CONSOLIDATED STATEMENTS OF CASH FLOW
    (Canadian dollars in thousands)

                                 THREE MONTHS ENDED    TWELVE MONTHS ENDED
                                      July 31                 July 31
                                    (unaudited)              (audited)
                                  2001        2000        2001        2000


    CASH PROVIDED FROM
     (USED FOR):
     OPERATING ACTIVITIES
    Net income                $   25,618  $   19,455  $   88,795  $   84,894
    Items not involving
     current cash flows            7,265      12,643      45,143      51,747
    -------------------------------------------------------------------------
                                  32,883      32,098     133,938     136,641
    Changes in non-cash
     working capital             (10,057)      7,205     (60,412)     10,568
    -------------------------------------------------------------------------
                                  22,826      39,303      73,526     147,209
    -------------------------------------------------------------------------
    INVESTING ACTIVITIES
    Capital asset additions      (26,909)    (24,619)    (97,625)    (81,947)
    Purchase of subsidiaries           -           -        (800)       (800)
    Increase in other assets      (1,258)         28      (1,452)     (1,288)
    Proceeds from disposal of
     capital and other assets         82         851         425       3,065
    -------------------------------------------------------------------------
                                 (28,085)    (23,740)    (99,452)    (80,970)
    -------------------------------------------------------------------------
    FINANCING ACTIVITIES
    Increase (decrease) in
     bank indebtedness           (11,113)      5,738      (3,407)     19,353
    Issues of long-term debt       8,753           -       8,753       1,377
    Repayments of long-term
     debt                         (1,525)     (2,990)     (9,750)     (7,617)
    Issuance of Class A
     Subordinate Voting Shares       464       1,948       1,792       5,586
    Dividends on Class A
     Subordinate Voting Shares
     and Class B Shares           (4,528)     (4,658)    (18,552)    (15,712)
    Surrender of stock options         -      (3,223)       (417)     (3,223)
    -------------------------------------------------------------------------
                                  (7,949)     (3,185)    (21,581)       (236)
    -------------------------------------------------------------------------
    Effect of exchange rate
     changes on cash and cash
     equivalents                    (391)        198         106      (1,481)
    -------------------------------------------------------------------------
    Net increase (decrease) in
     cash and cash equivalents
     during the period           (13,599)     12,576     (47,401)     64,522
    Cash and cash equivalents,
     beginning of period         109,302     130,528     143,104      78,582
    -------------------------------------------------------------------------
    Cash and cash equivalents
     end of period            $   95,703  $  143,104  $   95,703  $  143,104
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    1. Accounting Change
       (a) Effective August 1, 2000, the Company adopted the Canadian
           Institute of Chartered Accountants new recommendations for the
           accounting and disclosure of income taxes.

           The Company has adopted the new recommendations without restating
           the financial statements of any prior periods. Accordingly, the
           Company has recorded the cumulative adjustment as a result of
           adopting the liability method of tax allocation as a decrease in
           retained earnings of $3.9 million and an increase in future tax
           liabilities of $3.9 million.

       (b) In 2001, the Company adopted the Canadian Institute of Chartered
           Accountants new recommendations for the presentation and
           disclosure of basic and fully diluted earnings per share. The
           Company adopted the new recommendations retroactively, and
           accordingly, the presentation in the consolidated financial
           statements of the Company for the comparative periods presented
           have been restated.

           Basic Earnings per Class A Subordinate Voting Share or Class B
           Share are calculated using the weighted average number of Class A
           Subordinate Voting Shares outstanding during the year, plus the
           weighted average number of Class B Shares outstanding during the
           year.

           Under the new recommendations, the computation of fully diluted
           earnings per Class A Subordinate Voting or Class B Share requires
           the treasury stock method to be used in the determination of the
           dilutive effect of warrants and options. Under this method:

             - The exercise of options is assumed at the beginning of the
               period (or at time of issuance, if later) and Class A
               Subordinate Voting Shares are assumed to be issued.
             - The proceeds from exercise are assumed to be used to purchase
               Class A Subordinate Voting Shares at the average market price
               during the period.
             - The incremental number of Class A Subordinate Voting Shares
               (the difference between the number of Class A Subordinate
               Voting Shares assumed issued and assumed purchased) is
               included in the denominator of the fully diluted earnings per
               share computation.

           The impact of adopting the new recommendations was to increase
           fully diluted earnings per Class A Subordinate Voting Share or
           Class B Share by $0.06 (2000-$0.07) and reduce the average number
           of fully diluted Class A Subordinate Voting or Class B Shares
           outstanding by 1.0 million (2000 - 0.9 million).

    2. Segmented Information
       The Company currently operates in one industry segment, the automotive
       powertrain business, designing and manufacturing parts and assemblies
       primarily for the automotive OEMs or their Tier 1 powertrain component
       manufacturers.

       The Company operates internationally and its manufacturing facilities
       are arranged geographically to match the requirements of the Company's
       customers in each market. Each manufacturing facility has the
       capability to offer many different powertrain parts and assemblies as
       the technological processes employed can be used to make many
       different parts and assemblies. Additionally, specific marketing and
       distribution strategies are required in each geographic region. The
       Company currently operates in four geographic segments of which only
       two are reportable segments. The accounting policies for the segments
       are the same as those described in Note 1 to the July 31, 2000
       consolidated financial statements and intersegment sales are accounted
       for at prices which approximate fair value.

       Executive management assesses the performance of each segment based on
       income before income taxes as the management of income tax expense is
       centralized.


                                 North
    Twelve months ended        American    European     Other
    July 31st, 2001           Automotive  Automotive  Automotive     Total
    -------------------------------------------------------------------------
                                      (Canadian dollars in thousands)
    Total sales               $  948,336  $  219,744  $   45,564  $1,213,644
    Intersegment sales            (8,725)     (2,775)          -     (11,500)
    -------------------------------------------------------------------------
    Sales to external
     customers                $  939,611  $  216,969  $   45,564  $1,202,144
    -------------------------------------------------------------------------
    Depreciation and
     amortization             $   39,024  $    8,368  $    4,254  $   51,646
    -------------------------------------------------------------------------
    Interest, net             $      454  $     (510) $    1,753  $    1,697
    -------------------------------------------------------------------------
    Income before income
     taxes                    $  103,615  $   17,174  $    3,431  $  124,220
    -------------------------------------------------------------------------
    Capital assets, net       $  250,250  $   63,921  $   34,837  $  349,008
    -------------------------------------------------------------------------
    Capital asset additions   $   80,211  $   15,764  $    1,650  $   97,625
    -------------------------------------------------------------------------
    Goodwill, net             $   17,870  $    1,361  $        -  $   19,231
    -------------------------------------------------------------------------

                                 North
    Twelve months ended        American    European     Other
    July 31st, 2000           Automotive  Automotive  Automotive     Total
    -------------------------------------------------------------------------
                                      (Canadian dollars in thousands)
    Total sales               $  883,295  $  208,830  $   42,748  $1,134,873
    Intersegment sales            (4,241)     (2,847)          -      (7,088)
    -------------------------------------------------------------------------
    Sales to external
     customers                $  879,054  $  205,983  $   42,748  $1,127,785
    -------------------------------------------------------------------------
    Depreciation and
     amortization             $   31,265  $    7,760  $    4,488  $   43,513
    -------------------------------------------------------------------------
    Interest, net             $    1,042  $     (808) $    3,037  $    3,271
    -------------------------------------------------------------------------
    Income before income
     taxes                    $  116,111  $   14,949  $    2,527  $  133,587
    -------------------------------------------------------------------------
    Capital assets, net       $  208,393  $   55,977  $   41,687  $  306,057
    -------------------------------------------------------------------------
    Capital asset additions   $   54,292  $   21,018  $    6,637  $   81,947
    -------------------------------------------------------------------------
    Goodwill, net             $   17,788  $    1,704  $        -  $   19,492
    -------------------------------------------------------------------------

    3. Capital Stock
       Class and Series of Outstanding Securities
       The Company's share structure has remained consistent with that in
       place as at July 31, 2000.  For details concerning the nature of the
       Company's securities, please refer to Note 9 "Convertible Series
       Preferred Shares" and Note 10 "Capital Stock" of the Company's 2000
       Annual Report.

       Options
       The following table presents the maximum number of shares that would
       be outstanding if all of the outstanding options as at July 31, 2001
       were exercised:

                                                             Number of Shares
       ----------------------------------------------------------------------
       Class A Subordinate Voting Shares outstanding as at
        July 31, 2001                                             15,042,379
       Class B Shares outstanding as at July 31, 2001             14,223,900
       Options to purchase Class A Subordinate Voting Shares       1,433,400
       ----------------------------------------------------------------------
                                                                  30,699,679
       ----------------------------------------------------------------------

       The maximum number of shares reserved to be issued for stock options
       is 3,000,000 Class A Subordinate Voting Shares.  The number of
       reserved but unoptioned shares as at July 31, 2001 is 44,500.

    4. Subsequent Event
       On May 17, 2001, Tesma and its controlling shareholder, Magna
       International Inc. ("Magna"), jointly announced that they had entered
       into a non-binding letter of intent concerning the proposed
       combination of Tesma with Magna Steyr, a wholly-owned subsidiary of
       Magna. The combination would more than double Tesma's annual sales
       creating a leading global full-service powertrain supplier.

       If a transaction is viable and ultimately negotiated, it would be
       subject to a number of conditions including review and recommendation
       by Tesma's Special Committee of independent directors, approval by the
       Boards of Directors of both Tesma and Magna, regulatory approval and
       the approval of Tesma's Class A Subordinate Voting Shareholders.