8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

November 15, 2005

Date of Report (Date of earliest event reported)

METALDYNE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-12068	38-2513957
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

47659 Halyard Drive, Plymouth, Michigan 48170

(Address of principal executive offices)

(734) 207-6200

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communication s pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

The Company held a teleconference on November 15, 2005 reporting its financial results for the third quarter and first nine months for the fiscal year 2005. The visual presentation accompanying this teleconference is included herewith as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is filed herewith:

Exhibit 99.1   Metaldyne Corporation (the “Company”) visual presentation titled “Public Call Third Quarter 2005 Review.”  

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 15, 2005

METALDYNE CORPORATION

By:/s/ Jeffrey M. Stafeil

 Name: Jeffrey M. Stafeil

 Title: Executive Vice President

     and Chief Financial Officer

EX-99.1

Public Call
Third Quarter 2005
Review

November 15, 2005

Safe Harbor Statement:

This document contains “forward-looking” statements, as that term is defined by the federal securities
laws, about our financial condition, results of operations and business. Forward-looking statements
include certain anticipated, believed, planned, forecasted, expected, targeted and estimated results
along with Metaldyne’s outlook concerning future results.  These forward-looking statements are
subject to numerous assumptions, risks and uncertainties. Because the statements are subject to risks
and uncertainties, actual results may differ materially from those expressed or implied by the
forward-looking statements. We caution readers not to place undue reliance on the statements, which
speak only as of the date hereof. Risks and uncertainties that could cause actual results to vary
materially from those anticipated in the forward-looking statements included in this report include
general economic conditions in the markets in which we operate and industry-based factors such as:
declines in North American automobile and light truck builds, reductions in outsourcing by our
automotive customers, increases in our raw material and energy costs, labor costs and strikes at our
major direct and indirect customers and at our facilities, dependence on significant automotive
customers, the level of competition in the automotive supply industry and pricing pressures from our
customers, technological developments that could competitively disadvantage us, and risks
associated with conducting business in foreign countries.  In addition, factors more specific to us could
cause actual results to vary materially from those anticipated in the forward-looking statements
included in this report such as substantial leverage, limitations imposed by our debt instruments, the
adequacy of our liquidity to meet our capital expenditures and other cash requirements, our ability to
identify attractive and other strategic opportunities and to successfully integrate acquired businesses
including actions we have identified as providing cost-saving opportunities.  We do not undertake any
obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions
to any forward-looking statements to reflect events or circumstances after the date of this report or to
reflect the occurrence of unanticipated events.

Agenda

§

Operational Highlights

§

Financial Performance

§

NA Forging Overview

§

Q4 2005 Outlook

§

Q & A

Operational Highlights

2003

2004

2005

2005 Q3

Guidance

$502

$513

$347

$495-$510

$Mils.

HIGHLIGHTS

Ø

Metaldyne revenue up 2% versus 2004

Ø

Five less production days (based on
Metaldyne’s accounting calendar)
than 2004

Ø

Big 3 production down 1.3% versus 2004

Ø

Strong growth throughout business 
units:

•

Chrysler 300/Magnum                     $11.4

•

Jeep Grand Cherokee                        9.5

•

Mustang                                                4.0

•

Exchange                                               1.0

•

Pricing                                                  19.6

•

DCC JR/PT/DR                                     (12.8)

•

Attrition                                              (19.1)

Third QUARTER ACTUAL

2005 Third Quarter Revenue

2003

2004

2005

2005 Q3

Guidance

$29.5

$42.0

$30.4

$41-$47

$Mils.

HIGHLIGHTS

Ø

Q3 2005 includes $2.0 million of fixed asset
losses that were not included in the
Company’s guidance

Ø

FAS 106 gain of $3.5 million in 2005

Ø

Q3 2004 includes income of $4.5 million
relating to the reduction of management
incentive compensation

$50

$40

$30

$20

$10

  $0

Third QUARTER ACTUAL

2005 Third Quarter Adjusted EBITDA

Third Quarter 2005 Highlights

§

Market Performance

­

$86.7 million new business awarded ($294.8 million YTD)

Ø

Greensboro awarded knuckle/hub assembly for North America SUV’s

Ø

New Castle awarded knuckles and control arms for North American OEM’s

Ø

Ridgway awarded spacers, sprockets and gears for North American market

§

Other Key Initiatives

­

Initiated process to divest N.A. Forging business

­

S-4 for 10% Senior Notes declared effective by SEC.  Launched exchange offer which
will be completed on December 13, 2005

­

Received Hyundai Supplier of the year award

­

Held offsite with top management to discuss future of business

Ø

Key topic areas included customer trends, growing impact of Asia, impact of oil, and
preparing for the public market

­

Restructured commercial operations to better align with operating Groups

Ø

Forging divestiture provided catalyst for restructuring of commercial operations estimated to
save $7 million annually

Big Three Production

(Vehicles in thousands)

-1.3% Decrease

NAFTA Auto Production: Q3 2004 versus Q3 2005

-1.3%

2,541

2,507

12.3%

-7.0%

-4.4%

Note:  Currency impact of $1.0M

Metaldyne Sales

2.3%

501.7

513.1

After two consecutive months
of increases, #1 bundles are
down $51 or 18% from
September

Plate and Punching (red bar)
down $56/ton or 15% since Q1
2005.

Monitoring opportunity for
Plate & Punchings to migrate
to #1 Bundle level.

Steel Scrap Window $133

2004

2005

Steel Scrap Pricing Update

Financial Performance

($ in 000’s)

Q3 2004 EBITDA
contains a $4.5 million
reduction of
management incentive
compensation.

Q3 2005 Performance

Operating Groups – Q3 2005 Results

Corporate Bridge

($ in millions)

($ in millions – except per share data)

Income Statement

($ in millions)

Summary Balance Sheet

($ in millions)

Summary Cash Flow Statement

($ in millions)

Metaldyne Undrawn Commitments at 10-02-05

($ in millions)

10-02-05 Metaldyne Capitalization

Recent Quarter End Liquidity History

§

Potential Enhancement Activities in
Progress

−

North American Forging Sale

−

Equipment Financing

Ø

Project finance for key program – $22 – 25
million

Ø

Mexican Sale Leaseback – $35 – 45 million

−

TriMas stock sale

Ø

No new development

−

Working Capital management ongoing

§

GM Downgrade to B1 resulted in lowering
potential borrowing from AR securitization

­

Immediate impact approximately $5 million

­

Delphi bankruptcy had no effect on A/R
securitization or earnings

§

Completed $5.2 million sale leaseback in
Q3 and $21.6 million YTD

Liquidity Update

NA Forging Overview

§

Hired Goldman Sachs & Co. to explore possible divesture of North
American Forging business

­

Plants included are: Royal Oak, Mich.; Fraser, Mich.; Troy, Mich.; Detroit, Mich.;
Minerva, Ohio; Canal Fulton, Ohio; and Ft. Wayne, Ind.

§

Helps the Metaldyne model to focus exclusively on systems, modules
and sub-assemblies 

§

Estimating that the transaction will be completed by Q1 2006

§

Please see North American Forging standalone financial statements in
the appendix

Summary

2000

MascoTech Auto

2005E

Metaldyne

Non-Forging

N.A. Forging

45%

55%

17%

83%

Sales Revenue 2000 vs. 2005E

14%

86%

Metaldyne Transition

Q4 2005 Outlook

($ in millions)

Q4 2005 Preliminary Outlook

Q&A

Appendix

($ in Millions)

Net Income to EBITDA Bridge

($ in Millions)

Net Income to Bank EBITDA Bridge

($ in millions – except per share data)

NA Forging Income Statement

($ in millions)

NA Forging Summary Balance Sheet

($ in millions)

NA Forging Summary Cash Flow Statement

2006 Preliminary Estimates without
NA Forging

2005 Summary

Detail of Cash Flow Components