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Wescast Delivers Strong Third Quarter Results

    BRANTFORD, Ontario--Oct. 23, 2003--Wescast Industries Inc. reported strong earnings for the third quarter 2002. "I am extremely pleased with the Company's performance," said Ray Finnie, President and CEO. "We experienced strong customer demand during the third quarter and achieved superior financial results, despite significant increases in commodity prices."

    Highlights

-- Net earnings per share for the third quarter on a fully-diluted basis were $0.91. In the same quarter in 2001 the Company reported a fully-diluted net loss per share of $0.76, which reflected the discontinuance of its stainless steel manifold business. The fully-diluted earnings per share from continuing operations reported for the third quarter of 2001 were $0.93.
-- Net earnings for the quarter were $12.0 million versus a loss of $9.8 million in 2001. Net earnings from continuing operations were $12.2 million in 2001.
-- The North American automotive vehicle production levels have remained strong. Third quarter production levels were up 12% compared with the third quarter of 2001. However, this percentage increase should be viewed in the context of the events of September 11th 2001, which significantly impacted the third quarter of 2001. Vehicle production by the Big 3 for the quarter was up 10.7% over the same period last year.
-- Wescast sales revenues were up 11% over the levels reported in the same quarter last year, in line with the improvement in overall market conditions.
-- On September 12th the Company completed its acquisition of the Georgia Ductile Foundry based in Cordele, Georgia. The acquisition marks Wescast's entry into the casting of automotive brake and suspension components. The third quarter performance includes the results of this operation since acquisition, representing a negative impact of approximately $0.03 per share.

    Operations

    Total sales for the quarter of $97.3 million were up 11% from the previous year's level of $87.9 million. This was driven by sales generated from cast and machined iron manifolds which increased 16% to $91.4 million from $78.8 million in 2001. These gains were partially offset by reduced tooling and prototype revenue which fell by $5.3 million to $3.8 million compared with the $9.1 million recorded in 2001. The change in tooling and prototype revenue is a function of year-over-year differences in the timing of customer programs. In 2002 a number of programs fall into the fourth quarter.
    Gross profit, after depreciation, on the sale of iron manifolds was $25.9 million, an increase of 6% over the $24.4 million reported over the same period in 2001. Expressed as a percentage of sales the 28.3% gross profit level reflects a decline from the 30.9% reported over the same period in 2001. If we isolate the impact of $1.6 million in government tax credits related to scientific research and experimental development expenditures, that were included in 2001 but not 2002, the margin reflects a decline of just over one-half a percent. The benefit of the higher volumes, as well as continued strong operating performance by our manufacturing facilities, were sufficient to offset the price reductions to our customers and a significant portion of the commodity price increases experienced during the quarter.
    The company's selling, general and administrative expenses and research, development and design expenses for the quarter, excluding the charge for stock appreciation rights, totaled $10.3 million. This exceeded the $9.7 million incurred over the same period in 2001. The 2001 figure included a $1.1 million write-down in the accounts receivable balance of a Tier 1 customer. The increase in expenditures over 2001 reflects additional selling expenses associated with establishing the infrastructure to support our global sales efforts and includes period costs pertaining to the new technical development centre and corporate office complex. These expenses also reflect continued spending on research and development activities aimed at further advancing our "hot end systems" strategy.
    Other income and expenses for the third quarter of 2002 represents income of $0.9 million, compared with income of $2.8 million for the third quarter of 2001. The decrease is primarily as a result of lower foreign exchange gains on net working capital compared with 2001.
    The effective tax rate reflected for the quarter was 30.6 %, compared with a rate of 35.5% in 2001. The annual rate has declined from prior years reflecting a decrease in corporate tax rates in Ontario, and the impact of cost sharing arrangements between the Company and Weslin, its Hungarian joint venture. The lower tax rates in Hungary result in a lower effective tax rate upon consolidation.
    The impact of the Georgia Ductile acquisition on the overall operating results is discussed separately below.

    Cash Flow

    Operating cash flow from continuing operations was $15.1 million for the quarter compared to $31.9 million in 2001. The decrease was attributable to the change in timing of accounts receivable payments of approximately $15.0 million from a major customer. These payments were received early in the fourth quarter of 2002; the corresponding payment was received during the third quarter of 2001. In addition there were significant investments made in tooling inventory during the quarter that will be recovered from customers.
    Capital expenditures for the third quarter were $22.6 million, compared to $13.0 million for the same quarter last year. The higher expenditure levels in 2002 were attributable to expenditures related to construction of the Company's technical development centre and corporate office complex, and the addition of capacity to the machining facility in Wingham. This was offset to some extent by lower quarter-over-quarter capital expenditures at the joint venture facility in Hungary.
    During the third quarter the Company deferred $0.6 million of pre-production costs of Weslin, consistent with the amount deferred over the same period in 2001.
    The cash flow also reflects the purchase of the Georgia Ductile Foundry, the impact of which is outlined below.

    Balance Sheet and Financial Position

    At September 29, 2002 the Company had $24.6 million in cash, short-term investments and long-term bond investments compared to $85.5 million at the end of 2001. The change reflects the funds invested to acquire the Georgia Ductile Foundry and the subsequent repayment of related debt, which are discussed below. The Company continues to maintain a strong financial position and is well positioned to support future growth initiatives.

    Georgia Ductile Impact

    The third quarter revenues include $2.1 million in brake and suspension component sales, representing shipments by Georgia Ductile during the post-acquisition period.
    The operations of Georgia Ductile for the quarter resulted in a loss of $0.6 million, at the gross profit level. This loss was in-line with the Company's pre-acquisition estimates.
    The acquisition had a significant impact on the cash flow for the quarter, representing an initial net cash outflow of $39.5 million. In addition, subsequent to completing the acquisition, the Company repaid $14.2 million in bank debt assumed in the acquisition.
    The balance sheet impact of the acquisition of Georgia Ductile is outlined in the notes to the financial statements, which follow. The acquired assets include approximately $38 million in Goodwill. The bulk of this reflects the investment in start-up and other development costs required to bring the foundry up to its current level of operation, with the balance representing a premium on the equity investment made by the previous ownership group.

    Earnings Forecast

    At the end of the second quarter we indicated that, based on the market strength at that time and the overall positive outlook for the industry, we increased our projection of North American production volumes to a range of 15.8 million to 16.2 million light vehicles; we remain comfortable with that range.
    The Company is forecasting to ship approximately 15.2 million manifolds for 2002, a slight increase from our second quarter estimate of 15.0 million units. We are increasing our estimate of fully-diluted earnings per share from continuing operations, before SAR adjustments, for 2002 to a range of $4.60 to $4.75. The increases experienced in raw material prices have to-date been offset by increased volumes. If these commodity price increases are sustained, it may impact our ability to convert the projected volume increases into earnings.
    This estimate includes the impact of the Georgia Ductile acquisition, which will have a negative impact on earnings in 2002. The foundry operation is in commercial production, but is still in the process of stabilizing its production operations and utilizing capacity. As a result, it is not expected to be earnings accretive until 2004. We project the fourth quarter impact of the Georgia Ductile operations will result in a negative impact on fully-diluted earnings in the range of $0.10 to $0.15 per share.
    The following table provides an overview of the above-mentioned highlights for the third quarter:




Q3 2002 Highlights
---------------------------------------------------------------------
---------------------------------------------------------------------
in millions of
 dollars, except per
 share data and where
 otherwise noted        Q3       Q3      %       YTD      YTD      %
                      2002     2001  change       02       01  change
---------------------------------------------------------------------
Sales                 97.3     87.9     11%    314.3    289.5     9%
---------------------------------------------------------------------
Earnings from
 continuing
 operations before
 SAR impact           12.1     12.2     -1%     51.3     49.5     4%
---------------------------------------------------------------------
Earnings from
 continuing
 operations after
 SAR impact           12.0     12.2     -2%     42.7     49.5   -14%
---------------------------------------------------------------------
Loss from
 discontinued
 operations            0.0    (22.0)  -100%      0.0    (24.8) -100%
---------------------------------------------------------------------
Net Earnings          12.0     (9.8)  -222%     42.7     24.7    73%
---------------------------------------------------------------------
Earnings from
 continuing
 operations per
 share
  basic               0.92     0.94     -2%     3.27     3.84   -15%
---------------------------------------------------------------------
  fully-diluted       0.91     0.93     -2%     3.27     3.76   -13%
---------------------------------------------------------------------
Net earnings
 (loss) per share
  basic               0.92    (0.75)  -223%     3.27     1.92    70%
  fully-diluted       0.91    (0.76)  -220%     3.27     1.87    75%
---------------------------------------------------------------------
Sales Breakdown -
 dollars (net of
 pre-production
 deferrals)
  Casting &
   Machining          93.5     78.8     19%    302.5    273.6    11%
   Manifolds
    - Cast            64.5     56.4     14%    214.4    196.8     9%
   Suspension/Brake
    Components
     - Cast            2.1      0.0              2.1      0.0
   Machining          26.9     22.4     20%     86.0     76.8    12%

  Tooling &
   prototypes          3.8      9.1    -58%     11.8     15.9   -26%
---------------------------------------------------------------------
Sales Breakdown
  - units (millions)
Manifolds
  Ductile iron         0.2      0.3    -33%      0.7      0.9   -22%
  SiMo iron            3.2      2.9     10%     11.1     10.1    10%
  Total                3.4      3.2      6%     11.8     11.0     7%

Sales Breakdown -
 percentage
  SiMo
   Penetration        95.3%    90.6%            94.1%    91.8%
  Internal
   Machining
   Penetration        63.0%    59.9%            61.2%    60.3%
---------------------------------------------------------------------
Gross Margin
 (before
 depreciation)        33.2     31.8      4%    122.0    116.2     5%
  Iron manifolds      31.8     30.3      5%    118.5    111.9     6%
  Suspension/Brake
   Components         (0.4)     0.0             (0.4)     0.0
  Tooling &
   prototypes          1.8      1.5     20%      3.9      4.3    -9%
---------------------------------------------------------------------
Gross Margin %
 (before
 depreciation)       34.1%     36.1%            38.8%    40.1%
  Iron manifolds     34.9%     38.5%            39.5%    40.9%
  Suspension/Brake
   Components       -21.2%      0.0%           -21.2%     0.0%
  Tooling &
   prototypes        47.4%     16.1%            33.1%    27.2%
---------------------------------------------------------------------
Gross Profit
 (after
 depreciation)        27.1     25.9      5%    103.8     98.2     6%
  Iron manifolds      25.9     24.4      6%    100.5     93.9     7%
  Suspension/Brake
   Components         (0.6)     0.0             (0.6)     0.0
  Tooling &
   prototypes          1.8      1.5     20%      3.9      4.3    -9%
---------------------------------------------------------------------
Gross Profit %
 (after
 depreciation)       27.9%     29.3%            33.0%    33.9%
  Iron manifolds     28.3%     30.9%            33.4%    34.3%
  Suspension/Brake
   Components       -26.3%      0.0%           -26.3%     0.0%
  Tooling &
   prototypes        47.4%     16.1%            33.1%    27.2%
---------------------------------------------------------------------
Depreciation and
 amortization
  Depreciation and
   amortization-
   cost of sales       6.1      5.9      3%     18.2     18.0     1%
  Depreciation
   - SG & A            1.0      0.9     11%      2.3      2.4    -4%
---------------------------------------------------------------------
Capital
 Expenditures         22.6     13.0     74%     61.2     41.5    47%
---------------------------------------------------------------------
R&D                    2.4      1.7     41%      6.2      5.0    24%
---------------------------------------------------------------------
SG & A (% of
 sales)               8.1%      9.1%             7.7%     7.2%
---------------------------------------------------------------------
Tax Rate             30.6%     35.5%            30.6%    34.9%
---------------------------------------------------------------------
---------------------------------------------------------------------



    Wescast Industries Inc. is the world's largest supplier of exhaust manifolds for passenger cars and light trucks. The Company designs, develops, casts and machines high-quality iron exhaust manifolds for automotive OEMs. Wescast has sales and design centres in Canada, the United States, Germany and the United Kingdom, as well as sales representation in France and Japan. The Company operates six production facilities in North America, including a 49% interest in United Machining Inc., an accredited Minority supplier in Michigan, and, a 50% joint venture interest in Weslin Autoipari Rt., a Hungarian based supplier of cast iron exhaust manifolds and turbo charger housings for the European light vehicle market. The Company is recognized worldwide for its quality products, innovative design solutions and highly committed workforce.
    Learn more at www.wescast.com.

    Forward Looking Statements

    Wescast and its representatives may periodically make written or oral statements that are "forward-looking", including statements included in this news release and in our filings with applicable Securities Commissions and in reports to our stockholders. These statements may be identified by words such as "believe," "anticipate," "project," "expect," "intend" or other similar expressions, and include all statements which address operating performance, events or developments that we expect or anticipate may occur in the future (including statements relating to future sales or earnings expectations, volume growth, awarded sales contracts and earnings per share expectations or statements expressing general optimism about future operating results). Such statements involve risks and uncertainties that may cause unanticipated events and actually evolve to be materially different from those either expressed or implied. These factors include, but are not limited to, risks associated with the automotive industry, production, marketing and transportation such as loss of market, volatility of prices, currency fluctuations, environmental risks, competition from other producers and ability to access sufficient capital from internal and external sources; as a consequence, actual results may differ materially from those anticipated in the forward-looking statements. For more detailed information regarding these risks you may refer to Wescast's publicly filed documents with applicable Canadian securities authorities and the U.S. Securities and Exchange Commission. Wescast undertakes no obligation to update any of these forward-looking statements.

    A conference call has been arranged for:

    October 23, 2002
    3:00 p.m. EST
    To participate, please dial (416) 641-6715
    Post view is available from October 23 (5:00 p.m. EST) to
    October 31 (12:00 p.m. EST). To access please dial 416-626-4100 and enter passcode 20788110.




Wescast Industries Inc.
Consolidated Statement of Earnings and Retained Earnings
(in thousands of Canadian dollars, except per share amounts)
(Unaudited Canadian GAAP)

                  Three months ended           Nine months ended
-------------------------------------------------------------------
            September 29, September 30, September 29, September 30,
                    2002          2001          2002          2001
-------------------------------------------------------------------

Sales            $97,260       $87,924      $314,300      $289,485
Cost of sales     70,163        62,077       210,527       191,301
-------------------------------------------------------------------

Gross profit      27,097        25,847       103,773        98,184
Selling, general and
 administration    7,896         7,971        24,134        20,773
Stock-based
 compensation
 (Note 9)            145             0        12,934             0
Research,
 development
 and design        2,430         1,706         6,163         5,006
-------------------------------------------------------------------

                  16,626        16,170        60,542        72,405


Other (income)
 expense
  Interest
   expense           207            86           331           318
  Investment
   income           (497)         (784)       (1,730)       (2,591)
  Other (income)
   and expenses
   (Note 10)        (402)       (2,069)          506        (1,331)
-------------------------------------------------------------------


Earnings from
 continuing
 operations
 before income
 taxes            17,318        18,937        61,435        76,009
Income taxes
 (Note 11)         5,298         6,741        18,779        26,501
-------------------------------------------------------------------

Earnings from
 continuing
 operations       12,020        12,196        42,656        49,508
Loss from
 discontinued
 operations            0       (21,968)            0       (24,768)
-------------------------------------------------------------------

Net earnings     $12,020       $(9,772)      $42,656       $24,740
-------------------------------------------------------------------
-------------------------------------------------------------------

Earnings from
 continuing
 operations
 per share
 (Note 12)
  - basic          $0.92         $0.94         $3.27         $3.84
-------------------------------------------------------------------
-------------------------------------------------------------------
  - fully
     -diluted      $0.91         $0.93         $3.27         $3.76
-------------------------------------------------------------------
-------------------------------------------------------------------

Net earnings
 (loss) per
 share (Note 12)
  - basic          $0.92        $(0.75)        $3.27         $1.92
-------------------------------------------------------------------
-------------------------------------------------------------------
  - fully
     -diluted      $0.91        $(0.76)        $3.27         $1.87
-------------------------------------------------------------------
-------------------------------------------------------------------

Retained
 earnings,
 beginning
 of period      $300,422      $269,281      $272,922      $238,052

Net earnings      12,020        (9,772)       42,656        24,740
Dividends paid    (1,570)       (1,557)       (4,706)       (4,649)
Excess of cost
 over assigned
 value of Class
 A common shares
 purchased and
 cancelled             0             0             0          (191)
-------------------------------------------------------------------
Retained
 earnings, end
 of period      $310,872      $257,952      $310,872      $257,952
-------------------------------------------------------------------
-------------------------------------------------------------------


Wescast Industries Inc.
Consolidated Balance Sheet
(in thousands of Canadian dollars)
(Unaudited Canadian GAAP)

                                        As at
-------------------------------------------------------
                            September 29,  December 30,
                                    2002          2001
-------------------------------------------------------
Current assets
 Cash and cash equivalents       $12,555       $58,579
 Short-term investments           12,011        22,567
 Receivables                      77,049        56,421
 Income taxes receivable           3,272             0
 Inventories                      30,245        19,839
 Prepaids                          3,350         1,437
 Current assets -
  discontinued operations            385         3,979
-------------------------------------------------------

                                 138,867       162,822
Property and
 equipment (Note 4)              369,479        251,548
Goodwill (Note 5)                 38,174             0
Other (Note 6)                    15,221        19,601
Long-term assets -
 discontinued operations           6,247        12,678
-------------------------------------------------------
                                $567,988      $446,649
-------------------------------------------------------
-------------------------------------------------------

Current liabilities
 Payables and accruals           $58,380       $31,908
 Income taxes payable                  0         4,252
 Current portion of
  long-term debt (Note 7)         15,951         3,249
 Current portion of stock
  appreciation rights (Note 9)     9,894             0
 Current liabilities -
  discontinued operations              0         8,121
-------------------------------------------------------
                                  84,225        47,530
Long-term debt (Note 7)           47,581         4,614
Long-term stock
 appreciation
 rights (Note 9)                   1,417             0
Future income taxes                5,263         7,094
Employee benefits                  9,147         7,964
-------------------------------------------------------
                                 147,633        67,202
-------------------------------------------------------

Shareholders' equity
 Capital stock (Note 8)          109,414       106,601
 Retained earnings               310,872       272,922
 Cumulative translation
  adjustment                          69           (76)
-------------------------------------------------------
                                 420,355       379,447
-------------------------------------------------------

                                $567,988      $446,649
-------------------------------------------------------
-------------------------------------------------------


Wescast Industries Inc.
Consolidated Statement of Cash Flows
(in thousands of Canadian dollars)
(Unaudited Canadian GAAP)

                  Three months ended           Nine months ended
            September 29, September 30, September 29, September 30,
                    2002          2001          2002          2001
-------------------------------------------------------------------

Cash derived
 from (applied to)
Operating
 Earnings from
  continuing
  operations     $12,020       $12,196       $42,656       $49,508
 Add (deduct)
  items not
  requiring cash:
   Depreciation
    and
    amortization   7,064         6,872        20,555        20,380
   Amortization
    of bond
    costs            214            67           653            74
   Future income
    taxes            279           248        (2,640)          921
   Gain on
    disposal of
    investments      (15)            0          (195)            0
   Loss on
    disposal
    of equipment     100            79           147         1,273
   Stock-based
    compensation
    expense         (394)            0        11,311             0
   Employee
    benefits         612           486         1,838         1,407
-------------------------------------------------------------------

                  19,880        19,948        74,325        73,563
 Change in
  non-cash
  operating
  working
  capital
  (Note 13)       (4,766)       11,985       (15,813)        7,710
-------------------------------------------------------------------
                  15,114        31,933        58,512        81,273
 Discontinued
  operations         528           219          (394)       (2,714)
-------------------------------------------------------------------
                  15,642        32,152        58,118        78,559
-------------------------------------------------------------------

Financing
 Issue of
  long-term debt   1,055           264         1,762           809
 Repayment of
  long-term
  debt (Note 5)  (14,218)         (262)      (16,024)       (2,238)
 Payment of
  obligations
  under capital
  leases            (234)         (175)         (627)         (562)
 Employee
  benefits paid     (184)         (470)         (655)         (813)
 Issuance of
  share capital
  under Employee
  Share
 Purchase Plan       126           120           435           437
 Employee share
  loan repayments    328            95           408           435
 Issuance of share
  capital under
  Stock Option
  Plan                57           882         2,178         2,055
 Repurchase of
  common shares        0             0             0          (340)
 Dividends paid   (1,570)       (1,557)       (4,706)       (4,649)
-------------------------------------------------------------------
                 (14,640)       (1,103)      (17,229)       (4,866)
-------------------------------------------------------------------

Investing
 Purchase of
  property,
  equipment and
  other assets   (22,594)      (13,017)      (61,159)      (41,534)
 Purchase of
  investments          0       (29,575)      (48,236)      (29,575)
 Purchase of
  subsidiary,
  net of cash
  acquired
  (Note 5 )      (39,521)            0       (39,521)            0
 Deferred
  pre-production
  costs             (558)         (729)       (3,002)       (2,477)
 Redemption of
  short-term
  investments     39,547             0        65,149        30,000
 Proceeds on
  disposal of
  equipment          109            11           214            25
 Discontinued
  operations          (5)       (1,203)         (358)       (8,563)

-------------------------------------------------------------------
                 (23,022)      (44,513)      (86,913)      (52,124)
-------------------------------------------------------------------

Net increase
 (decrease)
 in cash
 and cash
 equivalents     (22,020)      (13,464)      (46,024)       21,569
Cash and cash
 equivalents
  Beginning of
   period         34,575        69,461        58,579        34,428
-------------------------------------------------------------------
  End of period  $12,555       $55,997       $12,555       $55,997
-------------------------------------------------------------------
-------------------------------------------------------------------


    Wescast Industries Inc.

    Notes to the Consolidated Financial Statements
    (in thousands of Canadian dollars, except per share amounts)
    (Unaudited Canadian GAAP)

    Note 1. Basis of presentation

    The disclosures in these interim financial statements do not conform in all respects to the requirements of generally accepted accounting principles for annual financial statements. These interim financial statements should be read in conjunction with the most recent annual financial statements for the year ended December 30, 2001.

    Note 2. Accounting policies

    These interim financial statements follow the same accounting policies and methods of their application as the most recent annual financial statements for the year ended December 30, 2001.

    Note 3. Interest in jointly controlled entities

    The following is the company's proportionate share of the major components of its jointly controlled entities (before eliminations):




                            September 29,  December 30,
                                    2002          2001
-------------------------------------------------------
Balance Sheet
Current assets                   $19,588       $13,809
Long-term assets                  56,877        50,095
Current liabilities               15,481        13,636
Long-term liabilities              3,865         3,909
Equity                            57,119        46,359
-------------------------------------------------------
-------------------------------------------------------

                  Three months ended           Nine months ended
            September 29, September 30, September 29, September 30,
                    2002          2001          2002          2001
-------------------------------------------------------------------
Statement of
 earnings
Sales              2,692         5,802        11,557        13,087
Cost of sales
 and expenses      3,377         6,280        12,898        13,737
Net loss            (685)         (478)       (1,341)         (650)
-------------------------------------------------------------------
-------------------------------------------------------------------


                  Three months ended           Nine months ended
            September 29, September 30, September 29, September 30,
                    2002          2001          2002          2001
-------------------------------------------------------------------
Statement of
 cash flows
Cash derived
 from (applied to)
Cash flows
 from operating
 activities       (3,131)       (2,319)       (3,697)       (2,858)
Cash flows from
 financing
 activities       (2,117)        8,412         3,134        33,940
Cash flows from
 investing
 activities     $ (3,681)     $ (7,362)     $ (8,331)    $ (27,705)
-------------------------------------------------------------------
-------------------------------------------------------------------


	   Note 4. Property and Equipment

                            September 29,  December 30,
                                    2002          2001
-------------------------------------------------------
Cost
Land                              $5,531        $4,997
Buildings and improvements       139,386       114,678
Machinery, equipment and
 vehicles                        377,147       265,734
-------------------------------------------------------
                                 522,064       385,409
-------------------------------------------------------
Accumulated Depreciation
Buildings and improvements        18,401        14,835
Machinery, equipment and
 vehicles                        134,184       119,026
-------------------------------------------------------
                                 152,585       133,861
-------------------------------------------------------
Net Book Value
Land                               5,531         4,997
Buildings and improvements       120,985        99,843
Machinery, equipment and
 vehicles                        242,963       146,708
-------------------------------------------------------
                                $369,479      $251,548
-------------------------------------------------------
-------------------------------------------------------



    Note 5. Acquisition

    On September 12, 2002, the Company acquired 100 percent of Georgia Ductile Foundries LLC ("Georgia Ductile"). Georgia Ductile is a manufacturer of sand cast iron components, primarily for the automotive industry, focusing on suspension and brake components. The results of Georgia Ductile's operations have been included in the consolidated financial statements since the date of acquisition.
    The total consideration paid in connection with the acquisition amounted to $39.5 million (net of cash acquired of $2.8 million).
    The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition. The Company is in the process of finalizing valuations of certain assets; thus, the allocation of the purchase price is subject to refinement.





  Non-cash current assets                  $9,720
  Property and equipment                   71,903
  Other long-term assets                      729
  Goodwill                                 38,174
  -----------------------------------------------
  Total assets acquired                   120,526
  -----------------------------------------------
  Current liabilities                      22,130
  Long-term debt                           58,875
  -----------------------------------------------
  Total liabilities assumed                81,005
  -----------------------------------------------
  Total consideration paid,
   net of cash acquired                   $39,521
  -----------------------------------------------

	   Immediately subsequent to the acquisition, the Company paid down
$14.2 million of long-term debt.

	   Note 6. Other

                            September 29,  December 30,
                                    2002          2001
-------------------------------------------------------

Deferred pre-production
 costs                           $12,896       $10,911
Director and employee
 share purchase plan loans         1,479         1,687
Bond issue costs                     791            72
Deferred loss on foreign
 exchange contracts                    0            66
Licence                               55            61
Long-term bonds                        0         6,804
-------------------------------------------------------
                                 $15,221       $19,601
-------------------------------------------------------
-------------------------------------------------------


	   Note 7. Long-term debt

                            September 29,  December 30,
                                    2002          2001
-------------------------------------------------------

a. Obligations under capital
    leases                        $1,870        $1,303
b. Limited obligation revenue
    bonds                          4,638         4,691
c. Revolving bank note             1,395         1,869
d. Equipment loan                    409             0
e. Revenue bonds                  47,332             0
f. Bank credit facility            7,888             0
-------------------------------------------------------
                                  63,532         7,863
Less: current portion of
 long-term debt                   15,951         3,249
-------------------------------------------------------
                                 $47,581        $4,614
-------------------------------------------------------
-------------------------------------------------------



    The significant increase in long-term debt as compared to December 30, 2001 is due to the assumption of long-term debt on the acquisition of Georgia Ductile Foundries LLC ("Georgia Ductile").
    e) The revenue bonds are payable in annual installments of $1,500 US commencing in 2004, with a variable interest rate which at September 29, 2002 was 1.86%, and mature in the year 2021. Prior to 2004, $750 US will be paid in 2002 and $2,250 US will be paid in 2003. As security, Georgia Ductile has provided a letter of credit in favour of the trustee.
    f) The bank credit facility provides for revolving advances of up to $5,000 US and has a termination date of May 31, 2003. At September 29, 2002, Georgia Ductile has borrowed the aggregate maximum principal amount. Interest is payable at LIBOR plus 2%.

    Note 8. Capital Stock





Authorized
     Unlimited    Preference shares, no par value
     Unlimited    Class A subordinate voting common shares, no par
                   value
     9,000,000    Class B multiple voting common shares, no par value


                            September 29,  December 30,
                                    2002          2001
-------------------------------------------------------
Issued and outstanding
5,703,175 Class A Common
 Shares (2001 - 5,626,575)       $96,987       $94,174

7,376,607 Class B Common
 shares (2001 - 7,376,607)        12,427        12,427
-------------------------------------------------------
                                $109,414      $106,601
-------------------------------------------------------
-------------------------------------------------------



    Note 9. Stock-based Compensation

    On May 7, 2002 the shareholders approved an amendment to the Company's stock option plan to authorize the grant of tandem stock appreciation rights (a "SAR" or "SARs") in connection with options granted under the plan, at or after the time of grant of such options. Under the amended plan, participants will have the choice, after the vesting period, of exercising stock options or receiving a cash amount equal to the excess of the market price of the shares covered by the options over the exercise price of the related options as defined in the plan. The impact of the amendment of the plan on May 7 was a non-cash charge to earnings of $14,905 or $9,968 after tax. As a result of the market price of the Company's shares declining between May 7 and September 29, the cumulative impact of the amended plan during the six months ended September 29 was a non-cash charge to earnings of $12,934 or $8,650 after tax. The corresponding liability is reported in the balance sheet. SARs covered by options that have vested or will vest within one year have been reported in current liabilities and SARs covered by options that will not vest within one year are reported as long term.

    Note 10. Other (income) and expenses





                  Three months ended           Nine months ended
            September 29, September 30, September 29, September 30,
                    2002          2001          2002          2001
-------------------------------------------------------------------

Foreign exchange
 translation
 (gain) loss      $ (463)     $ (1,961)        $ 570      $ (2,272)
Loss (gain) on
 disposal of
 equipment and
 other                61          (108)          (64)          941
-------------------------------------------------------------------
                  $ (402)     $ (2,069)        $ 506      $ (1,331)
-------------------------------------------------------------------
-------------------------------------------------------------------



    Note 11. Income Taxes

    The Company has lowered its estimated annual effective income tax rate from 34% to 30.5%. The decrease is attributable to lower Government of Ontario tax rates and the impact of cost sharing arrangements between the Company and its jointly controlled entity, Weslin Autoipari Rt.

    Note 12. Earnings per share

    Basic earnings from continuing operations per share and basic net earnings per share for the three months ended September 29, 2002 are based on the weighted average common shares outstanding (2002 - 13,079,751 shares; 2001 - 12,986,501 shares). Fully-diluted earnings from continuing operations per share and fully-diluted net earnings per share for the three months ended September 29, 2002 are based on the fully-diluted weighted average common shares outstanding (2002 - 13,338,053 shares; 2001 - 13,241,815 shares). For the year to date, the number of common shares outstanding on both the basic and fully-diluted basis is the same (13,062,777 shares).

    Note 13. Consolidated statement of cash flows

    The following is additional information to the statement of cash flows.

    Change in non-cash operating working capital





                  Three months ended           Nine months ended
            September 29, September 30, September 29, September 30,
                    2002          2001          2002          2001
-------------------------------------------------------------------

Receivables      $ 1,699       $ 7,886     $ (12,609)      $ 3,953
Inventories       (7,006)        2,108        (9,025)       (4,486)
Prepaids          (1,679)         (981)       (1,527)         (436)
Payables and
 accruals          4,799           413        14,872         3,244
Income taxes
 payable          (2,579)        2,559        (7,524)        5,435
-------------------------------------------------------------------
                $ (4,766)     $ 11,985     $ (15,813)      $ 7,710
-------------------------------------------------------------------



    Note 14. Segment Information

    The Company currently operates in one industry segment, the design, manufacture and machining of cast iron parts for the automotive industry, and two geographic segments.




                             Three months ended September 29, 2002
                               North         Europe          Total
                             America
-------------------------------------------------------------------
Sales to external customers  $97,260             $0        $97,260
Earnings (loss) from
 continuing operations       12,747            (727)        12,020
Interest revenue                497               0            497
Interest expense                207               0            207
Depreciation and
 amortization                 6,588             476          7,064
Income taxes                  5,301              (3)         5,298
Purchase of property,
 equipment and other assets  $19,472         $3,122        $22,594
-------------------------------------------------------------------


                             Three months ended September 30, 2001
                              North          Europe          Total
                            America
-------------------------------------------------------------------
Sales to external
 customers                  $87,924              $0        $87,924
Earnings (loss) from
 continuing operations       12,643            (447)        12,196
Interest revenue                769              15            784
Interest expense                 86               0             86
Depreciation and
 amortization                 6,645             227          6,872
Income taxes                  6,725              16          6,741
Purchase of property,
 equipment and other assets   $6,627         $6,390        $13,017
-------------------------------------------------------------------


                              Nine months ended September 29, 2002
                              North          Europe          Total
                            America
-------------------------------------------------------------------
Sales to external
 customers                 $314,300              $0       $314,300
Earnings (loss) from
 continuing operations       44,327          (1,671)        42,656
Interest revenue              1,730               0          1,730
Interest expense                331               0            331
Depreciation and
 amortization                19,343           1,212         20,555
Income taxes                 18,759              20         18,779
Purchase of property,
 equipment and other assets  $55,707         $5,452        $61,159
-------------------------------------------------------------------


                              Nine months ended September 30, 2001
                              North          Europe          Total
                            America
-------------------------------------------------------------------
Sales to external
 customers                 $289,485              $0       $289,485
Earnings (loss) from
 continuing operations       50,443            (935)        49,508
Interest revenue              2,555              36          2,591
Interest expense                318               0            318
Depreciation and
 amortization                19,959             421         20,380
Income taxes                 26,459              42         26,501
Purchase of property,
 equipment and other assets  $17,280        $24,254        $41,534
-------------------------------------------------------------------


                                      September 29, 2002
                              North          Europe          Total
                            America
-------------------------------------------------------------------
Total Assets               $504,891         $63,097       $567,988
Property and Equipment      325,602          43,877        369,479
Deferred pre-production
 costs                       $3,526          $9,370        $12,896
-------------------------------------------------------------------


                                      December 30, 2001
                              North          Europe          Total
                            America
-------------------------------------------------------------------
Total Assets               $394,130         $52,519       $446,649
Property and Equipment      211,591          39,957        251,548
Deferred pre-production
 costs                       $4,544          $6,367        $10,911
-------------------------------------------------------------------