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Intier announces 2003 first quarter results

NEWMARKET, ON, May 7, 2003 -- Intier Automotive Inc. (TSX: IAI.A, NASDAQ: IAIA) today reported financial results for the first quarter ended March 31, 2003. Diluted earnings per share for the first quarter ended March 31, 2003 increased 8% to $0.27 as compared to diluted earnings per share of $0.25 for the first quarter ended March 31, 2002.

  -------------------------------------------------------------------------
  All results are reported in millions of U.S. dollars, except earnings per
  share figures, in accordance with Canadian Generally Accepted Accounting
  Principles.

                                                    THREE MONTH PERIODS
                                                       ENDED MARCH 31,
                                                         (Unaudited)
  -------------------------------------------------------------------------
                                                      2003        2002
                                                  -------------------------

  Sales                                           $  1,031.6    $    878.9

  Operating income                                $     30.1    $     28.5

  Net income                                      $     13.8    $     13.0

  Diluted earnings per share                      $     0.27    $     0.25

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

Sales increased $152.7 million, or 17% to $1,031.6 million for the three month period ended March 31, 2003 compared to $878.9 million for the three month period ended March 31, 2002. Approximately $70 million, or nearly half, of this increase is due to the positive impact of foreign exchange translation related to the strengthening Canadian dollar, euro and British pound.

North American production sales grew to $575.6 million in the first quarter of 2003 compared to $521.3 million in the first quarter of 2002 as a result of the positive impact of higher production volumes, higher North American average dollar content per vehicle and the strengthening of the Canadian dollar relative to the U.S. dollar. North American light vehicle production volumes increased approximately 2% to 4.2 million units for the three month period ended March 31, 2003 as compared to 4.1 million units for the three month period ended March 31, 2002. North American average dollar content per vehicle increased to $139 for the first quarter of 2003 compared to $128 for the first quarter of 2002. New products that contributed to this increase included the Company's complete seats for the Chrysler Pacifica launched during the first quarter of 2003, as well as new products launched in the second half of 2002 such as the complete seats and overhead system for the Saturn ION.

Western European production sales increased to $372.6 million for the first quarter of 2003 compared to $275.3 million for the first quarter of 2002 as a result of growth in our Western European average dollar content per vehicle and the positive impact related to the strengthening of euro and British pound relative to the U.S. dollar. Western European vehicle production volumes remained relatively flat at approximately 4.3 million units for the three month periods ended March 31, 2003 and 2002. Western European average dollar content per vehicle increased to $87 for the first quarter of 2003 compared to $64 for the first quarter of 2002. New product launches that contributed to this increase included the instrument panel, console and door panels for the new Jaguar XJ Series, door panels for the Toyota Avensis and cockpit module for the Nissan Micra.

Consolidated tooling and engineering sales for the three month period ended March 31, 2003 increased by 1% to $83.4 from $82.3 million for the three month period ended March 31, 2002.

Operating income for the first quarter of 2003 increased to $30.1 million compared to $28.5 million for the first quarter of 2002. The increase in operating income was attributable to higher gross margin related to higher production sales partially offset by customer price reductions, start-up costs associated with a number of the Company's new product launches, the adverse impact of the strengthening euro at certain under-performing operations, higher selling, general and administrative costs associated with the increase in sales and higher affiliation and social fees.

The Company continued to generate significant free cash. During the first quarter of fiscal 2003, cash generated from operations before changes in working capital was $46.2 million. An additional $46.6 million of cash was generated from working capital resulting in total cash from operating activities of $92.8 million. Investment activities during the first quarter of 2003 were $26.9 million resulting in free cash before financing activities of $65.9 million for the quarter.

Diluted earnings per share was $0.27 for the three month period ended March 31, 2003, compared to diluted earnings per share of $0.25 for the three month period ended March 31, 2002.

Commenting on the first quarter results, Don Walker, the Company's President and Chief Executive Officer, stated "We are pleased with the progress that we continue to make and the on-going successful launches of our new products for our customers".

Intier Automotive's Board of Directors declared a dividend in respect of the first quarter of 2003 of US$0.10 per share on the Class A Subordinate Voting and Class B Shares payable on or after June 16, 2003 to shareholders of record on May 30, 2003. The Board also declared a dividend of US$2,812,500 on the outstanding Convertible Series 1 and 2 Preferred Shares payable on or after June 30, 2003 to holders of the Convertible Series Preferred Shares of record on May 30, 2003.

  2003 OUTLOOK
  ------------

For the full year, North American light vehicle production volumes are expected to decrease to approximately 15.8 million units from 16.3 million units in 2002. Western Europe production volumes are expected to decline slightly to approximately 16.1 million units compared to 16.3 million units in 2002. Full year average dollar content per vehicle is expected to be between 17% and 20% above the average dollar content per vehicle for 2002 for both North America and Europe. In North America, average dollar content per vehicle is expected to be below this range in the second quarter of 2003 and above this range in the fourth quarter of 2003. Based on these production volume estimates, product mix and foreign exchange rate assumptions and tooling and engineering sales estimates, 2003 total sales are expected to be between $4.35 billion and $4.45 billion.

Intier is a global full service supplier and integrator of automotive interior and closure components, systems and modules. It directly supplies most of the major automobile manufacturers in the world with approximately 22,000 employees at 65 manufacturing facilities, and 17 product development, engineering and testing centres in North America, Europe, Brazil, Japan and China.

Intier will hold a conference call to discuss the first quarter results and other developments on Wednesday, May 7, 2003 at 4:00 p.m. EST (Toronto Time). The number to use for this call is 1-888-313-7737. Overseas callers should use 212-346-6527. Please call in 10 minutes prior to the conference call. For anyone unable to listen to the scheduled call, the rebroadcast number will be 1-800-558-5253 and 416-626-4100 (reservation number is 21138116(number sign)). The conference call will be chaired by Don Walker, President and Chief Executive Officer and Michael McCarthy, Executive Vice- President and Chief Financial Officer.

  This press release may contain forward-looking statements within the
  meaning of applicable securities legislation. Such statements involve
  certain risks, assumptions and uncertainties which may cause actual
  future results and performance of Intier Automotive Inc. (the "Company")
  to be materially different from those expressed or implied in these
  statements. These risks, assumptions and uncertainties include, but are
  not limited to: industry cyclicality, including reductions or increases
  in production volumes; trade and labour disruption; pricing concessions
  and cost absorptions; product warranty, recall and product liability
  costs; the Company's financial performance; changes in the economic and
  competitive markets in which the Company competes; relationships with OEM
  customers; customer price pressures; the Company's dependence on certain
  vehicle programs; currency exposure; energy prices; and certain other
  risks, assumptions and uncertainties disclosed in the Company's public
  filings. The Company disclaims any intention and undertakes no obligation
  to update or revise any forward-looking statements to reflect subsequent
  information, events or circumstances or otherwise.

  INTIER AUTOMOTIVE INC.
  CONSOLIDATED BALANCE SHEETS
  -------------------------------------------------------------------------
  (U.S. dollars in millions)                           As at         As at
                                                    March 31,  December 31,
                                                        2003          2002
  -------------------------------------------------------------------------
                                                  (Unaudited)     (Audited)

                                 ASSETS
  -------------------------------------------------------------------------

  Current assets:
    Cash and cash equivalents                     $    306.3    $    241.3
    Accounts receivable                                598.6         579.9
    Inventories                                        295.5         261.7
    Prepaid expenses and other                          32.3          27.8
    Income taxes receivable                              1.4           5.5
  -------------------------------------------------------------------------
                                                     1,234.1       1,116.2
  -------------------------------------------------------------------------
  Fixed assets, net                                    488.2         478.1
  -------------------------------------------------------------------------
  Goodwill                                             104.0         100.7
  -------------------------------------------------------------------------
  Future tax assets                                     74.3          75.5
  -------------------------------------------------------------------------
  Other assets                                          13.6          11.3
  -------------------------------------------------------------------------
                                                  $  1,914.2    $  1,781.8
  -------------------------------------------------------------------------
  -------------------------------------------------------------------------

                  LIABILITIES AND SHAREHOLDERS' EQUITY
  -------------------------------------------------------------------------
  Current liabilities:
    Bank indebtedness                             $     54.9    $     48.6
    Accounts payable                                   755.4         658.0
    Accrued salaries and wages                          66.5          74.3
    Other accrued liabilities                           63.3          50.2
    Long-term debt due within one year                   4.1           4.2
    Series 1 Convertible Series
     Preferred Shares (note 9)                         107.6             -
  -------------------------------------------------------------------------
                                                     1,051.8         835.3
  -------------------------------------------------------------------------
  Long-term debt                                        31.8          31.8
  -------------------------------------------------------------------------
  Other long-term liabilities                           27.4          25.6
  -------------------------------------------------------------------------
  Convertible Series Preferred Shares (note 9)         101.6         206.2
  -------------------------------------------------------------------------
  Future tax liabilities                                37.6          38.0
  -------------------------------------------------------------------------
  Minority interest                                      1.0           0.9
  -------------------------------------------------------------------------
  Shareholders' equity:
  Convertible Series Preferred Shares (note 6)          19.6          22.0
  Class A Subordinate Voting Shares (note 6)            71.8          71.8
  Class B Shares (note 6)                              495.8         495.8
  Retained earnings                                     28.2          17.2
  Currency translation adjustment                       47.6          37.2
  -------------------------------------------------------------------------
                                                       663.0         644.0
  -------------------------------------------------------------------------
                                                  $  1,914.2    $  1,781.8
  -------------------------------------------------------------------------
  -------------------------------------------------------------------------

  INTIER AUTOMOTIVE INC.
  CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (DEFICIT)
  -------------------------------------------------------------------------
  (U.S. dollars in millions, except per share
   figures and numbers of shares)
  -------------------------------------------------------------------------
                                                 Three month   Three month
                                                period ended  period ended
                                                    March 31,     March 31,
  -------------------------------------------------------------------------
                                                        2003          2002
  -------------------------------------------------------------------------
                                                  (Unaudited)   (Unaudited)

  Sales                                           $  1,031.6    $    878.9
  -------------------------------------------------------------------------
  Cost of goods sold                                   907.9         771.4
  Depreciation and amortization                         23.4          20.7
  Selling, general and administrative                   54.4          44.8
  Affiliation and social fees                           15.8          13.5
  -------------------------------------------------------------------------
  Operating income                                      30.1          28.5
  Interest expense, net                                  0.3           0.3
  Amortization of discount on Convertible
   Series Preferred Shares                               3.0           2.8
  Equity income                                         (0.3)         (0.1)
  -------------------------------------------------------------------------
  Income before income taxes and
   minority interest                                    27.1          25.5
  Income taxes                                          13.2          12.6
  Minority interest                                      0.1          (0.1)
  -------------------------------------------------------------------------
  Net income                                      $     13.8    $     13.0
  -------------------------------------------------------------------------
  Financing charge on Convertible Series
   Preferred Shares                                      0.4           0.5
  -------------------------------------------------------------------------
  Net income attributable to Class A
   Subordinate Voting and Class B Shares                13.4          12.5
  Retained earnings, beginning of period                17.2          15.9
  Adjustment for change in accounting
   policy for goodwill (note 4)                            -         (35.7)
  Dividends on Class A Subordinate Voting
   and Class B Shares                                   (2.4)         (2.4)
  -------------------------------------------------------------------------
  Retained earnings (deficit), end of period      $     28.2    $     (9.7)
  -------------------------------------------------------------------------
  -------------------------------------------------------------------------

  Earnings per Class A Subordinate Voting
   or Class B Share (note 8)
    Basic                                         $     0.28    $     0.26
    Diluted                                       $     0.27    $     0.25
  Average number of Class A Subordinate
   Voting and Class B Shares outstanding
   (in millions) (note 8)
    Basic                                               48.2          48.2
    Diluted                                             63.1          63.6
  -------------------------------------------------------------------------
  -------------------------------------------------------------------------

  INTIER AUTOMOTIVE INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  -------------------------------------------------------------------------
  (U.S. dollars in millions)
  -------------------------------------------------------------------------
                                                 Three month   Three month
                                                period ended  period ended
                                                    March 31,     March 31,
  -------------------------------------------------------------------------
                                                        2003          2002
  -------------------------------------------------------------------------
                                                  (Unaudited)   (Unaudited)
  -------------------------------------------------------------------------
  Cash provided from (used for):

  OPERATING ACTIVITIES
  Net income                                      $     13.8    $     13.0
  Items not involving current cash flows                32.4          28.8
  -------------------------------------------------------------------------
                                                        46.2          41.8
  Change in non-cash working capital                    46.6           2.5
  -------------------------------------------------------------------------
                                                        92.8          44.3
  -------------------------------------------------------------------------

  INVESTMENT ACTIVITIES
  Fixed asset additions                                (23.9)        (24.5)
  Increase in investments and other assets              (3.1)         (0.3)
  Proceeds from disposition of fixed assets              0.1           1.7
  -------------------------------------------------------------------------
                                                       (26.9)        (23.1)
  -------------------------------------------------------------------------

  FINANCING ACTIVITIES
  Increase (decrease) in bank indebtedness               3.8          (8.4)
  (Repayments) issues of long-term debt and
   other long-term liabilities                          (1.0)          1.0
  Dividends on Class A Subordinate Voting
   and Class B Shares                                   (2.4)         (2.4)
  Dividends on Convertible Series
   Preferred Shares                                     (2.8)         (2.8)
  -------------------------------------------------------------------------
                                                        (2.4)        (12.6)
  -------------------------------------------------------------------------
  Effect of exchange rate changes on
   cash and cash equivalents                             1.5          (0.6)
  -------------------------------------------------------------------------
  Net increase in cash and cash equivalents
   during the period                                    65.0           8.0
  Cash and cash equivalents, beginning of period       241.3          77.1
  -------------------------------------------------------------------------
  Cash and cash equivalents, end of period        $    306.3    $     85.1
  -------------------------------------------------------------------------
  -------------------------------------------------------------------------

  NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

  (All amounts in U.S. dollars unless otherwise noted and all tabular
  amounts in millions, except per share figures and number of shares)

  (All amounts as at March 31, 2003 and for the three month periods ended
  March 31, 2003 and 2002 are unaudited).

  1.  BASIS OF PRESENTATION

      The unaudited interim consolidated financial statements have been
      prepared following the accounting policies as set out in the 2002
      annual consolidated financial statements included in the Company's
      2002 annual report to shareholders.

      The unaudited interim consolidated financial statements do not
      conform in all respects to the requirements of Canadian generally
      accepted accounting principles for annual financial statements.
      Accordingly, these unaudited interim consolidated financial
      statements should be read in conjunction with the 2002 annual
      consolidated financial statements as included in the Company's 2002
      Annual Report.

      In the opinion of management, the unaudited interim consolidated
      financial statements reflect all adjustments, which consist only of
      normal and recurring adjustments, necessary to present fairly the
      financial position of the Company at March 31, 2003, and the results
      of operations and cash flows for the three month periods ended
      March 31, 2003 and 2002.

  2.  CYCLICALITY

      Substantially all revenue is derived from sales to North American and
      European facilities of the major automobile manufacturers. The
      Company's operations are exposed to the cyclicality inherent in the
      automobile industry and to changes in the economic and competitive
      environments in which the Company operates. The Company is dependent
      on continued relationships with the major automobile manufacturers.

  3.  USE OF ESTIMATES

      The preparation of the unaudited interim consolidated financial
      statements in conformity with Canadian generally accepted accounting
      principles require management to make estimates and assumptions that
      affect the amounts reported in the unaudited interim consolidated
      financial statements and accompanying notes. Management believes that
      the estimates utilized in preparing its unaudited interim
      consolidated financial statements are reasonable and prudent;
      however, actual results could differ from these estimates.

  4.  CHANGE IN ACCOUNTING POLICY FOR GOODWILL

      In 2002, the Company adopted the new accounting recommendations of
      The Canadian Institute of Chartered Accountants for goodwill. Upon
      initial adoption of these recommendations, the Company recorded a
      goodwill writedown of $35.7 million, of which $27.6 million, $5.6
      million and $2.5 million related to reporting units in the Interiors
      Europe, Closures Europe and Interiors North America reporting
      segments, respectively. The total goodwill writedown was charged
      against January 1, 2002 opening retained earnings.

  5.  CONTINGENCIES

      In the ordinary course of business activities, the Company may be
      contingently liable for litigation and claims with customers,
      suppliers and former employees and for environmental remediation
      costs. Management believes that adequate provisions have been
      recorded in the accounts where required. Although it is not possible
      to estimate the extent of potential costs and losses, if any,
      management believes, but can provide no assurance that the ultimate
      resolution of such contingencies would not have a material adverse
      effect on the financial position and results of operations of the
      Company. Please refer to Note 22 "Contingencies" in the 2002 audited
      consolidated financial statements included in the Company's 2002
      Annual Report.

      In February 2003, the CICA issued Accounting Guideline No. 14,
      Disclosure of Guarantees ("AcG-14"). Consistent with AcG-14, the
      Company has provided disclosure about guarantees as required for
      interim periods beginning on or after January 1, 2003.

      The Company has guarantees to third parties that include future rent,
      utility costs, workers compensation claims under development,
      commitments linked to maintaining specific employment, customs duties
      and obligations linked to performance of specific vehicle programs.
      The amount of these guarantees are not individually or in aggregate
      significant.

  6.  CAPITAL STOCK

      Class and Series of Outstanding Securities

      The Company's share structure has remained consistent with that in
      place as at December 31, 2002. For details concerning the nature of
      the Company's securities, please refer to Note 13 "Convertible Series
      Preferred Shares" and note 14 "Capital Stock" in the 2002 audited
      consolidated financial statements included in the Company's 2002
      Annual Report.

      The following table summarizes the outstanding share capital of the
      Company:

                                                  Authorized        Issued
      ---------------------------------------------------------------------
      Convertible Series Preferred Shares
       (Convertible into Class A
        Subordinate Voting Shares)                 2,250,000     2,250,000
      Preferred Shares, issuable in series         Unlimited             -
      Class A Subordinate Voting Shares            Unlimited     5,481,191
      Class B Shares
       (Convertible into Class A
        Subordinate Voting Shares)                 Unlimited    42,751,938
      ---------------------------------------------------------------------
      ---------------------------------------------------------------------

      Maximum Number of Shares

      The following table presents the maximum number of Class A
      Subordinate Voting and Class B Shares that would be outstanding if
      all of the outstanding options and Convertible Series Preferred
      Shares issued and outstanding as at March 31, 2003 were exercised or
      converted:

                                                          Number of Shares
      ---------------------------------------------------------------------

      Class A Subordinate Voting Shares
       outstanding as at March 31, 2003                          5,481,191
      Class B Shares outstanding as at March 31, 2003           42,751,938
      Options to purchase Class A Subordinate
       Voting Shares                                             3,095,000
      Convertible Series Preferred Shares,
       convertible at $15.09 per share                          14,910,537
      ---------------------------------------------------------------------
                                                                66,238,666
      ---------------------------------------------------------------------
      ---------------------------------------------------------------------

      The number of shares reserved to be issued for stock options is
      5,995,000 Class A Subordinate Voting Shares of which 2,780,000 are
      reserved but unoptioned at March 31, 2003. The total number of shares
      issued from exercised stock options, from the inception date of the
      plan, is 5,000. The total number of options to purchase Class A
      Subordinate Voting Shares that have been cancelled, from the
      inception of the plan, is 131,000. The total number of options to
      purchase Class A Subordinate Voting Shares that have expired, from
      the inception of the plan, is 4,000.

  7.  STOCK-BASED COMPENSATION

      (a) Information concerning the Company's Incentive Stock Option Plan
          is included in note 14 "Capital Stock" of the 2002 audited
          consolidated financial statements included in the Company's 2002
          Annual Report. The following is a continuity schedule of options
          outstanding:

      Canadian dollar options

                                                    Weighted
                                                     average
                                                    exercise       Options
                                        Number         price   exercisable
      ---------------------------------------------------------------------
      Outstanding at
       December 31, 2002             1,720,000   Cdn.$ 21.92       641,000
      Cancelled                        (10,000)  Cdn.$ 21.00        (4,000)
      ---------------------------------------------------------------------
      Outstanding at
       March 31, 2003                1,710,000   Cdn.$ 21.92       637,000
      ---------------------------------------------------------------------
      ---------------------------------------------------------------------

      U.S. dollar options
                                                    Weighted
                                                     average
                                                    exercise       Options
                                        Number         price   exercisable
      ---------------------------------------------------------------------
      Outstanding at
       December 31, 2002             1,435,000   U.S.$ 14.38       587,000
      Cancelled                        (20,000)  U.S.$ 13.70        (8,000)
      Cancelled                        (30,000)  U.S.$ 16.40        (6,000)
      ---------------------------------------------------------------------
      Outstanding at
       March 31, 2003                1,385,000   U.S.$ 14.35       573,000
      ---------------------------------------------------------------------
      ---------------------------------------------------------------------

      (b) The Company does not recognize compensation expense for its
          outstanding fixed price stock options. Under CICA 3870, the
          Company is required to disclose compensation expense for fixed
          stock options issued subsequent to January 1, 2002, assuming
          compensation expense for the stock option plan had been
          determined based upon the fair value at the grant date,
          consistent with the methodology prescribed by the CICA.

          The fair value of stock options is estimated at the date of grant
          using the Black-Scholes option pricing model with the following
          weighted average assumptions:

                                                       Three month periods
                                                          ended March 31,
                                                      ---------------------
                                                        2003          2002
      ---------------------------------------------------------------------
      Risk free interest rate                              -         5.27%
      Expected dividend yield                              -         1.20%
      Expected volatility                                  -           26%
      Expected time until exercise                         -       5 years
      ---------------------------------------------------------------------
      ---------------------------------------------------------------------

      For the three month period ending March 31, 2003 no options were
      granted under the Company's Incentive Stock Option Plan.

      The Black-Scholes options valuation model used by the Company to
      determine fair values was developed for use in estimating the fair
      value of freely traded options which are fully transferable and have
      no vesting restrictions. In addition, this model requires the input
      of highly subjective assumptions, including future stock price
      volatility and expected time until exercise. Because the Company's
      outstanding stock options have characteristics which are
      significantly different from those of traded options, and because
      changes in any of the assumptions can materially affect the fair
      value estimate, in management's opinion, the existing models do not
      necessarily provide a reliable single measure of the fair value of
      the stock options.

      For purposes of pro forma disclosures, the Company's net income and
      basic and diluted earnings per Class A Subordinate Voting or Class B
      Share for the three month periods ended March 31, 2003 and 2002 would
      have been:

                                                       Three month periods
                                                          ended March 31,
                                                      ---------------------
                                                        2003          2002
      ---------------------------------------------------------------------
      Pro forma net income attributable to
       Class A Subordinate Voting and
       Class B Shares                             $     13.3    $     12.4

      Pro forma earnings per Class A
       Subordinate Voting or Class B Share
        Basic                                     $     0.28    $     0.26
        Diluted                                   $     0.26    $     0.25
      ---------------------------------------------------------------------
      ---------------------------------------------------------------------

      The weighted average fair value of options granted subsequent to
      January 1, 2002 and outstanding during the three month period ending
      March 31, 2003 was $5.63 per option. The weighted average fair value
      of the 60,000 options granted during the three month period ending
      March 31, 2002 was $4.66 per option.

  8.  EARNINGS PER SHARE

      The following table summarizes the calculation of earnings per share
      for the three month periods ended March 31, 2003 and 2002.

      ---------------------------------------------------------------------
                                                 Three month    Three month
                                                period ended   period ended
                                              March 31, 2003 March 31, 2002
      ---------------------------------------------------------------------
      Basic earnings per Class A
       Subordinate Voting or Class B Share:
      Net income attributable to Class A
       Subordinate Voting and Class B Shares      $     13.4    $     12.5
      ---------------------------------------------------------------------
      Average number of Class A Subordinate
       Voting and Class B Shares outstanding
       during the period                                48.2          48.2
      ---------------------------------------------------------------------
      Basic earnings per Class A Subordinate
       Voting or Class B Share                    $     0.28    $     0.26
      ---------------------------------------------------------------------
      ---------------------------------------------------------------------

      Diluted earnings per Class A
       Subordinate Voting or Class B Share:
      Net income attributable to Class A
       Subordinate Voting and Class B Shares      $     13.4    $     12.5
      ---------------------------------------------------------------------
      Adjustments (net of related tax effects):
        Amortization of discount on
         Convertible Series Preferred Shares             3.0           2.8
        Financing charge on Convertible Series
         Preferred Shares                                0.4           0.5
      ---------------------------------------------------------------------
                                                  $     16.8    $     15.8
      ---------------------------------------------------------------------
      Average number of Class A Subordinate
       Voting and Class B Shares outstanding
       during the period                                48.2          48.2
      Convertible Series Preferred Shares               14.9          14.9
      Stock options                                        -           0.5
      ---------------------------------------------------------------------
                                                        63.1          63.6
      ---------------------------------------------------------------------
      Diluted earnings per Class A Subordinate
       Voting or Class B Share                    $     0.27    $     0.25
      ---------------------------------------------------------------------
      ---------------------------------------------------------------------

      For the three month period ending March 31, 2003, diluted earnings
      per Class A Subordinate Voting or Class B Share exclude the 3.1
      million Class A Subordinate Voting Shares issuable under the
      Company's Incentive Stock Option Plan as such options were not in the
      money during the period.

  9.  CONVERTIBLE SERIES PREFERRED SHARES

      The liability amount for Series 1 Convertible Series Preferred Shares
      are presented as current liabilities. The Series 1 Convertible Series
      Preferred Shares are retractable by Magna International Inc. (Magna)
      at their carrying value of $112.5 million, together with all declared
      and unpaid dividends, after December 31, 2003. These shares are also
      convertible by Magna into the Company's Class A Subordinate Voting
      Shares at a fixed conversion price of U.S.$15.09 per Class A
      Subordinate Voting Share.

      The liability amounts for Series 2 Convertible Series Preferred
      Shares are presented as long-term liabilities, as they are not
      retractable by Magna until after December 31, 2004. These shares are
      also convertible by Magna into the Company's Class A Subordinate
      Voting Shares at a fixed conversion price of U.S.$15.09 per Class A
      Subordinate Voting Share.

      The Series 1 and 2 Convertible Series Preferred Shares are redeemable
      by the Company commencing December 31, 2005.

  10. SEGMENTED INFORMATION

      The Company's segmented results of operations are as follows:

      ---------------------------------------------------------------------
                       Three month period            Three month period
                      ended March 31, 2003          ended March 31, 2002
      ---------------------------------------------------------------------
                                       Fixed                        Fixed
                    Total  Operating  assets,   Total   Operating   assets,
                    Sales   income      net     Sales     income      net
      ---------------------------------------------------------------------
      Interior Systems
        North
         America $  427.7  $   12.6  $  230.2  $  423.9  $   23.5  $  198.2
        Europe      367.8       2.7     160.2     264.6       0.5     146.4
      Closures
       Systems      236.9      14.6      97.2     190.8       6.9      80.9
      Corporate,
       other and
       inter-
       segment
       elimi-
       nations       (0.8)      0.2       0.6      (0.4)     (2.4)      0.2
      ---------------------------------------------------------------------
      Total
       reportable
       segments  $1,031.6  $   30.1     488.2  $  878.9  $   28.5     425.7
      Current
       assets                         1,234.1                         958.8
      Goodwill,
       future
       tax and
       other
       assets                           191.9                         235.6
      ---------------------------------------------------------------------
      Consolidated
       total assets                  $1,914.2                      $1,620.1
      ---------------------------------------------------------------------
      ---------------------------------------------------------------------

      Effective January 2003, the Company's Closures operations underwent
      an organizational structure change, effectively changing management's
      reporting and assessment of operating results for resource allocation
      decisions and performance assessment to be on a global basis.
      Consistent with these changes in the Company's business operations,
      the Closures segment, beginning January 2003 is reported on a global
      basis. All comparative period amounts have been restated to conform
      with the current period's presentation.