<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM 10-Q


              Quarterly Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

                 For The Quarterly Period ended March 31, 1997
                         Commission File Number 0-6955


                               WALBRO CORPORATION

             (Exact name of registrant as specified in its charter)

                                    Delaware

                            (State of incorporation)


                                   38-1358966
                            (I.R.S. Employer ID No.)

                   6242 Garfield Street, Cass City, MI  48726
              (Address of principal executive offices) (Zip Code)

                                 (517) 872-2131
               Registrant's telephone number, including area code

     Indicate by check mark whether the registrant has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (of for such shorter period that the
registrant was required to file such reports) and has been subject to such
filing requirements for the past 90 days.

                               Yes   X    No
                                   -----    ----

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of May 9, 1997


                      Common Stock (one class): 8,652,737


<PAGE>   2
                                   PART I
                            FINANCIAL INFORMATION

                 ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

            INTRODUCTION TO THE CONSOLIDATED FINANCIAL STATEMENTS

     The condensed consolidated financial statements of Walbro Corporation and
subsidiaries (the "Company") have been prepared by the Company without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations.  The condensed consolidated financial statements of the Company
should be read in conjunction with the financial statements and the notes
thereto included in the Company's Form 10-K as filed with the Securities and
Exchange Commission for the year ended December 31, 1996.

     The financial information presented reflects all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of the results for interim periods presented.
The results for the interim periods are not necessarily indicative of the
results to be expected for the year.





                                      1

<PAGE>   3
WALBRO CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)

<TABLE>
<CAPTION>

                                                           3/31/97        12/31/96
                                                           -------        --------
ASSETS                                                       (Unaudited)
<S>                                                   <C>              <C>
CURRENT ASSETS:                                       
  CASH                                                  $     20,471   $     18,213
  ACCOUNTS RECEIVABLE (NET)                                  145,932        126,509
  INVENTORIES                                                 47,554         50,588
  OTHER CURRENT ASSETS                                        15,446         16,206
                                                        ------------   ------------
                                                            
    TOTAL CURRENT ASSETS                                     229,403        211,516
                                                            
PROPERTY, PLANT & EQUIPMENT:                                
  LAND, BUILDINGS & IMPROVEMENTS                              78,864         74,931
  MACHINERY & EQUIPMENT                                      285,618        285,376
                                                        ------------   ------------
    SUBTOTAL                                                 364,482        360,307
  LESS: ACCUMULATED DEPRECIATION                             (85,685)       (80,420)
                                                        ------------   ------------
                                                            
    NET PROPERTY, PLANT & EQUIPMENT                          278,797        279,887
                                                            
OTHER ASSETS:                                               
  GOODWILL (NET)                                              35,387         35,998
  JOINT VENTURES, INVESTMENTS & OTHER                         68,514         62,248
                                                        ------------   ------------
                                                            
    TOTAL OTHER ASSETS                                       103,901         98,246
                                                        ------------   ------------
                                                            
    TOTAL ASSETS                                        $    612,101   $    589,649
                                                        ============   ============
</TABLE>                                                    
                                                            
The accompanying notes are an integral part of these consolidated balance
sheets.


                                      2
<PAGE>   4
WALBRO CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

<TABLE>
<CAPTION>

                                                                               3/31/97     12/31/96
                                                                               -------     --------   
LIABILITIES                                                                  (Unaudited)
<S>                                                                       <C>         <C>
CURRENT LIABILITIES:                                    
  CURRENT PORTION LONG-TERM DEBT                                          $     1,068   $    1,089
  NOTES PAYABLE-BANKS                                                          21,785       22,072
  ACCOUNTS PAYABLE                                                             70,215       77,939
  ACCRUED LIABILITIES                                                          39,332       42,141
                                                                          -----------   ----------
                                                                                          
    TOTAL CURRENT LIABILITIES                                                 132,400      143,241
                                                                                          
LONG-TERM LIABILITIES:                                                                    
  LONG-TERM DEBT, NET OF CURRENT                                              261,359      291,723
  OTHER LONG-TERM LIABILITIES                                                  18,360       16,952
                                                                          -----------   ----------
                                                                                          
    TOTAL LONG-TERM LIABILITIES                                               279,719      308,675
                                                                                          
COMPANY-OBLIGATED MANDATORILY REDEEMABLE CON-                                             
  VERTIBLE PREFERRED SECURITIES OF WALBRO CAPITAL                                         
  TRUST HOLDING SOLELY CONVERTIBLE DEBENTURES                                  69,000           --
                                                                                          
STOCKHOLDERS' EQUITY                                                                      
COMMON STOCK, $.50 PAR VALUE;                                                   4,326        4,326
  AUTHORIZED 25,000,000;                                                                  
  OUTSTANDING 8,652,737 IN 1997 AND                                                       
  8,652,737 IN 1996                                                                       
PAID-IN CAPITAL                                                                65,674       65,674
RETAINED EARNINGS                                                              75,536       74,039
OTHER STOCKHOLDERS' EQUITY                                                    (14,554)      (6,306)
                                                                          -----------   ----------
                                                                                          
    TOTAL STOCKHOLDERS' EQUITY                                                130,982      137,733
                                                                          -----------   ----------
                                                                                          
                                                                                          
    TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                              $   612,101   $  589,649
                                                                          ===========   ==========
</TABLE>                                                
                                                        

The accompanying notes are an integral part of these consolidated balance
sheets.

                                      3
<PAGE>   5
WALBRO CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data)
<TABLE>
<CAPTION>                                      
                                                         THREE MONTHS ENDED
                                                     03/31/97         03/31/96
                                                     --------         --------
                                                            (Unaudited)
<S>                                               <C>              <C>             
NET SALES                                         $     154,019    $     152,966   

COST OF SALES & EXPENSES:                                                          
   COST OF SALES                                        129,821          124,178   
   SELLING AND ADMINISTRATIVE EXPENSES                   12,368           14,163   
   RESEARCH & DEVELOPMENT EXPENSES                        3,350            4,957   
                                                  -------------    -------------                                 
                                                                                   
OPERATING INCOME                                          8,480            9,668   
                                                                                   
OTHER EXPENSE (INCOME):                                                            
   INTEREST EXPENSE                                       5,775            5,055   
   INTEREST INCOME                                         (131)            (168)  
   OTHER (INCOME) EXPENSE                                (1,089)              (6)  
                                                  -------------    -------------                                 
                                                                                   
INCOME BEFORE INCOME TAXES, MINORITY                                               
 INTEREST, AND JOINT VENTURES                             3,925            4,787   
                                                                                   
PROVISION FOR INCOME TAXES                                1,380            1,286   
MINORITY INTEREST                                           984               98   
EQUITY IN (INCOME) OF JOINT VENTURES                       (801)          (1,131)  
                                                  -------------    -------------                                 
                                                                                   
NET INCOME                                        $       2,362    $       4,534   
                                                  =============    =============                                 
                                                                                   
                                                                                   
NET INCOME PER SHARE                                      $0.27            $0.53   
                                                                                   
AVERAGE SHARES OUTSTANDING                            8,674,447        8,620,942   
</TABLE>                                                            
                                                                    
The accompanying notes are an integral part of these consolidated statements.

                                      4
<PAGE>   6
WALBRO CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(In thousands)                                                    THREE MONTHS ENDED
                                                             03/31/97           03/31/96
                                                             --------           --------
CASH FLOWS FROM OPERATING ACTIVITIES:                                (Unaudited)
<S>                                                       <C>               <C>   
  NET INCOME                                              $      2,362       $      4,534
  ADJUSTMENTS TO RECONCILE NET INCOME TO NET                                 
  CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:                           
    DEPRECIATION & AMORTIZATION                                  8,180              7,251
    (GAIN) LOSS ON DISPOSITION OF ASSETS                           123                125
    MINORITY INTEREST                                              110                 98
    (INCOME) OF JOINT VENTURES                                    (801)            (1,131)
    CHANGES IN ASSETS AND LIABILITIES:                                       
      DEFERRED INCOME TAXES                                        108                244
      PENSION OBLIGATIONS & OTHER                                 (592)              (165)
      ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                  (4,182)             7,620
      ACCOUNTS RECEIVABLE, NET                                 (20,412)           (22,457)
      INVENTORIES                                                1,646             (1,224)
      PREPAID EXPENSES AND OTHER                                  (578)            (4,160)
                                                          ------------       ------------
      TOTAL ADJUSTMENTS                                        (16,398)           (13,799)
                                                          ------------       ------------
    NET CASH PROVIDED BY (USED IN)                                           
     OPERATING ACTIVITIES                                      (14,036)            (9,265)
                                                                             
CASH FLOWS FROM INVESTING ACTIVITIES:                                        
  PURCHASE OF FIXED ASSETS                                     (14,232)           (12,491)
  PURCHASE OF OTHER ASSETS                                        (206)              (376)
  INVESTMENT IN JOINT VENTURES & OTHER                          (2,654)              (245)
  PROCEEDS FROM DISPOSAL OF ASSETS                                  24                  0
                                                          ------------       ------------
    NET CASH USED IN INVESTING ACTIVITIES                      (17,068)           (13,112)
                                                                             
CASH FLOWS FROM FINANCING ACTIVITIES:                                        
  BORROWINGS UNDER LINES-OF-CREDIT                              32,187             42,555
  REPAYMENTS UNDER LINES-OF-CREDIT                             (61,562)           (21,900)
  DEBT REPAYMENTS                                                 (143)              (552)
  PROCEEDS FROM ISSUANCE OF STOCK                                            
   & OPTIONS                                                    69,000                392
  FINANCING FEES PAID                                           (3,241)              (328)
  CASH DIVIDENDS PAID                                             (865)              (858)
                                                          ------------       ------------
    NET CASH PROVIDED BY (USED IN)                                           
      FINANCING ACTIVITIES                                      35,376             19,309
                                                                             
  EFFECT OF EXCHANGE RATE CHANGES ON CASH                       (2,014)              (204)
                                                          ------------       ------------
                                                                             
  NET INCREASE (DECREASE) IN CASH                                2,258             (3,272)
  CASH BEGINNING BALANCE                                        18,213             19,792
                                                          ------------       ------------
                                                                             
  CASH ENDING BALANCE                                     $     20,471       $     16,520
                                                          ============       ============
</TABLE>                                                
                                                        

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

                                      5
<PAGE>   7




                      WALBRO CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  PREFERRED SECURITIES OFFERING

     In February 1997, the Company completed an offering of 2,760,000 shares or
$69 million of Convertible Preferred Securities of Walbro Capital Trust, a
wholly-owned subsidiary of the Company, at a face value of $25 per share and an
interest rate of 8% per annum.  The preferred securities are convertible into
common stock of the Company at the option of the security holder anytime after
April 4, 1997.  Each share of preferred stock will yield 1.1737 shares of
common stock of the Company upon conversion.  Net proceeds of the offering were
approximately $66 million and were used to repay a portion of the Company's
credit facility.

(2) EARNINGS PER SHARE

     During 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share", which changes the calculation of earnings per share to be more
consistent with  countries outside of the United States.  In general, the
statement requires two calculations of earnings per share to be disclosed,
basic EPS and diluted EPS.  Basic EPS is to be computed using only weighted
average shares outstanding.  Diluted EPS is to be computed using the average
share price for the period when calculating the dilution of options and
warrants.  This statement must be adopted by the Company in its December 31,
1997 consolidated financial statements and early adoption is not permitted.  If
this statement had been adopted for the periods presented, the net income and
per share amounts would have been as follows (unaudited: in thousands, except
per share data):



<TABLE>
<CAPTION>
                                             Three Months Ended
                                             ------------------

                                           March 31,    March 31,
                                             1997         1996
                                             ----         ----          
                                                      
          <S>                              <C>          <C>
          Net income                        $2,362       $4,534
                                                      
          Basic net income per share        $0.27        $0.53
                                                      
          Diluted net income per share      $0.27        $0.53
</TABLE>                                           


(3)  INVENTORIES

     Inventories are stated at the lower of cost (first-in, first-out) or
market.  Inventories include raw material and component parts, work-in-process
and




<PAGE>   8



finished products.  Work-in-process and finished products inventories include
material, labor and manufacturing overhead costs.

     Inventories are comprised of the following:


<TABLE>
<CAPTION>
                                          March 31,    December 31,
                                            1997           1996
                                            ----           ----    
                                              (in thousands)
            <S>                           <C>        <C>
            Raw materials and components  $23,343        $23,964
            Work-in-process                 9,572         10,620
            Finished products              14,639         16,004
                                          -------        -------    
                                                                    
                                          $47,554        $50,588    
                                          -------        -------    
</TABLE>                                                            









<PAGE>   9
                     WALBRO CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                 as of Mar. 31, 1997                           
                                              ---------------------------------------------------------------------------------
                                                                                   Walbro                                      
                                                                                 Corporation     Consolidation                 
                                                  Guarantor    Nonguarantor        (Parent      and Elimination    Consolidated
                                                Subsidiaries   Subsidiaries     Corporation)        Entries           Total    
                                                ------------   ------------     ------------    --------------     ------------
                                                                     (in thousands, except share data)                       
<S>                                             <C>           <C>           <C>               <C>                  <C>         
ASSETS                                                                                                                         
CURRENT ASSETS                                                                                                                 
 Cash                                              $  2,540      $ 17,525      $    406       $      -               $ 20,471  
 Accounts receivable, net                            79,090        66,077           765              -                145,932  
 Accounts receivable, intercompany                 (101,525)      (15,207)      128,410         (11,678)                   -   
 Inventories                                         24,235        20,692         2,627              -                 47,554  
 Prepaid expenses and other                           3,556         5,478           600              -                  9,634  
 Deferred and refundable income taxes                 1,076         1,290         3,446              -                  5,812  
                                                   --------------------------------------------------------------------------  
   Total current assets                               8,972        95,855       136,254         (11,678)              229,403  
                                                   --------------------------------------------------------------------------  
PLANT AND EQUIPMENT, NET                            126,480       144,316         7,893             108               278,797  
                                                   --------------------------------------------------------------------------  
OTHER ASSETS:                                                                                                                  
 Funds held for construction                          1,140            -             -               -                  1,140  
 Joint ventures                                      12,794        17,656            -               -                 30,450  
 Investments                                        110,646        24,709       100,061        (229,600)                5,816  
 Goodwill, net                                       23,125        12,408          (146)             -                 35,387  
 Notes receivable                                     1,116        72,471       205,181        (275,451)                3,317  
 Deferred income taxes                                   -          1,844         4,871              -                  6,715  
 Other                                                9,038         2,326         9,712              -                 21,076  
                                                   --------------------------------------------------------------------------  
   Total other assets                               157,859       131,414       319,679        (505,051)              103,901  
                                                   --------------------------------------------------------------------------  
 Total assets                                      $293,311      $371,585      $463,826       $(516,621)             $612,101  
                                                   ==========================================================================  
                                                                                                                               
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                           
CURRENT LIABILITIES:                                                                                                           
 Current portion of long-term debt                 $    598      $     61      $    409       $      -               $  1,068  
 Bank and other borrowings                               -         21,785            -               -                 21,785  
 Accounts payable                                    30,708        50,694         2,453         (13,640)               70,215  
 Accrued liabilities                                 18,397        18,911         7,141          (5,982)               38,467  
 Dividends payable                                       -            874           865            (874)                  865  
                                                   --------------------------------------------------------------------------  
   Total current liabilities                         49,703        92,325        10,868         (20,496)              132,400  
                                                   --------------------------------------------------------------------------  
LONG-TERM LIABILITIES                                                                                                          
 Long-term debt, less current portion               171,529        82,176       310,587        (302,933)              261,359  
 Pension obligations                                     -          2,131         7,970              -                 10,101  
 Deferred income taxes                                   -          3,402         3,419              -                  6,821  
 Minority interest                                       -          1,438            -               -                  1,438  
                                                   --------------------------------------------------------------------------  
   Total long-term liabilities                      171,529        89,147       321,976        (302,933)              279,719  
                                                   --------------------------------------------------------------------------  
REDEEMABLE PREFERRED STOCK                               -         69,000            -               -                 69,000  
STOCKHOLDERS' EQUITY                                                                                                           
 Common stock, $.50 par value;                                                                                                 
   authorized 25,000,000; outstanding                                                                                          
   8,652,737 in 1997; 8,652,737 in 1996                  -         19,853         4,326         (19,853)                4,326  
 Paid-in capital                                         -         74,684        65,674         (74,684)               65,674  
 Retained earnings                                   72,059        35,334        75,536        (107,393)               75,536  
 Deferred compensation                                   -             -           (668)             -                   (668) 
 Minimum pension liability adjustment                    -             -             -               -                     -   
 Unrealized gain on securities available for sale        -             -            593              -                    593  
 Cumulative translation adjustments                      20        (8,758)      (14,479)          8,738               (14,479) 
                                                   --------------------------------------------------------------------------  
   Total stockholders' equity                        72,079       121,113       130,982        (193,192)              130,982  
                                                   --------------------------------------------------------------------------  
   Total liabilities and stockholders' equity      $293,311      $371,585      $463,826       $(516,621)             $612,101  
                                                   ==========================================================================  
</TABLE> 
                                                         
<PAGE>   10
                     WALBRO CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                  as of December 31, 1996                          
                                                 --------------------------------------------------------------------------------- 
                                                                                      Walbro                                       
                                                                                    Corporation     Consolidation                  
                                                   Guarantor      Nonguarantor        (Parent      and Elimination    Consolidated 
                                                 Subsidiaries     Subsidiaries     Corporation)        Entries           Total     
                                                 ------------     ------------     ------------    --------------     ------------ 
                                                                           (in thousands, except share data)                       
<S>                                                <C>           <C>           <C>               <C>                  <C>          
ASSETS                                                                                                                             
CURRENT ASSETS                                                                                                                     
 Cash                                              $    299          $ 17,779         $    135       $      -           $  18,213  
 Accounts receivable, net                            67,944            57,823              742              -             126,509  
 Accounts receivable, intercompany                  (81,610)              115          101,752         (20,257)                -   
 Inventories                                         25,219            22,884            2,485              -              50,588  
 Prepaid expenses and other                           4,464             5,851              920              -              11,235  
 Deferred and refundable income taxes                   509             1,016            3,446              -               4,971  
                                                   ------------------------------------------------------------------------------  
   Total current assets                              16,825           105,468          109,480         (20,257)           211,516  
                                                   ------------------------------------------------------------------------------  
PLANT AND EQUIPMENT, NET                            121,084           150,699            7,995             109            279,887  
                                                   ------------------------------------------------------------------------------  
OTHER ASSETS:                                                                                                                      
 Funds held for construction                          1,140                -                -               -               1,140  
 Joint ventures                                      10,629            18,326               -               -              28,955  
 Investments                                        118,673            24,723          104,084        (241,753)             5,727  
 Goodwill, net                                       23,238            12,877             (117)             -              35,998  
 Notes receivable                                     1,074                -           204,884        (204,690)             1,268  
 Deferred income taxes                                   -                543            4,871              -               5,414  
 Other                                                8,890             2,926            7,928              -              19,744  
                                                   ------------------------------------------------------------------------------  
   Total other assets                               163,644            59,395          321,650        (446,443)            98,246  
                                                   ------------------------------------------------------------------------------  
 Total assets                                      $301,553          $315,562         $439,125       $(466,591)         $ 589,649  
                                                   ==============================================================================  
                                                                                                                                   
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                               
CURRENT LIABILITIES:                                                                                                               
 Current portion of long-term debt                 $    598          $     82         $    409       $      -           $   1,089  
 Bank and other borrowings                               -             22,072               -               -              22,072  
 Accounts payable                                    34,690            61,068            8,981         (26,800)            77,939  
 Accrued liabilities                                 17,046            16,498           10,633          (2,901)            41,276  
 Dividends payable                                       -                 -               865              -                 865  
                                                   ------------------------------------------------------------------------------  
   Total current liabilities                         52,334            99,720           20,888         (29,701)           143,241  
                                                   ------------------------------------------------------------------------------  
LONG-TERM LIABILITIES                                                                                                              
 Long-term debt, less current portion               171,675            83,820          269,141        (232,913)           291,723  
 Pension obligations                                     -              2,826            7,892              -              10,718  
 Deferred income taxes                                   -              1,443            3,471              -               4,914  
 Minority interest                                       -              1,320               -               -               1,320  
                                                   ------------------------------------------------------------------------------  
   Total long-term liabilities                      171,675            89,409          280,504        (232,913)           308,675  
                                                   ------------------------------------------------------------------------------  
REDEEMABLE PREFERRED STOCK                               -                 -                -               -                  -   
STOCKHOLDERS' EQUITY                                                                                                               
 Common stock, $.50 par value;                                                                                                     
   authorized 25,000,000; outstanding                                                                                              
   8,652,737 in 1997; 8,652,737 in 1996                  -             19,853            4,326         (19,853)             4,326  
 Paid-in capital                                         -             74,637           65,674         (74,637)            65,674  
 Retained earnings                                   77,524            33,569           74,039        (111,093)            74,039  
 Deferred compensation                                   -                 -              (967)             -                (967) 
 Minimum pension liability adjustment                    -                 -                -               -                  -   
 Unrealized gain on securities available for sale        -                 -               688              -                 688  
 Cumulative translation adjustments                      20            (1,626)          (6,027)          1,606             (6,027) 
                                                   ------------------------------------------------------------------------------  
   Total stockholders' equity                        77,544           126,433          137,733        (203,977)           137,733  
                                                   ------------------------------------------------------------------------------  
   Total liabilities and stockholders' equity      $301,553          $315,562         $439,125       $(466,591)         $ 589,649  
                                                   ==============================================================================  
</TABLE>                                    
                                         
                                         
                                         
                                         
                                         
                                         
                                         
                                            
                                         
<PAGE>   11
                     WALBRO CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                             Three Months Ended Mar. 31, 1997
                                                  ---------------------------------------------------------------------------------
                                                                                       Walbro
                                                                                     Corporation     Consolidation
                                                    Guarantor      Nonguarantor        (Parent      and Elimination    Consolidated
                                                  Subsidiaries     Subsidiaries     Corporation)        Entries           Total
                                                  ------------     ------------     ------------    --------------     ------------
                                                                             (in thousands, except share data)
<S>                                               <C>               <C>             <C>               <C>               <C>
NET SALES                                          $  83,462         $ 76,336         $    340         $  (6,119)          $154,019
COSTS AND EXPENSES:                                                                                                       
 Cost of sales                                        69,021           66,641              278            (6,119)           129,821
 Selling, administration & other expenses              8,162            5,293            2,263                -              15,718
                                                  ---------------------------------------------------------------------------------
OPERATING INCOME (LOSS)                                6,279            4,402           (2,201)               -               8,480
OTHER EXPENSE (INCOME):                                                                                                   
 Interest expense                                      4,009            1,737            6,335            (6,306)             5,775
 Interest income                                      (1,134)            (899)          (4,404)            6,306               (131)
 Foreign currency exchange loss(gain)                     28              (71)              15                -                 (28)
 Other                                                (1,038)             (23)              -                 -              (1,061)
                                                  ---------------------------------------------------------------------------------
 Income before provision for income taxes,                                                                                
   minority interest, equity in (income) loss                                                                             
   of joint ventures and subsidiaries                  4,414            3,658           (4,147)               -               3,925
 Provision (credit) for income taxes                   1,527            1,405           (1,552)               -               1,380
 Minority Interest                                        -               984               -                 -                 984
 Equity in (income) loss of joint ventures              (300)            (501)              -                 -                (801)
 Equity in (income) of subsidiaries                   (1,793)             (52)          (4,957)            6,802                 - 
                                                  ---------------------------------------------------------------------------------
 Net Income                                       $    4,980         $  1,822         $  2,362         $  (6,802)           $ 2,362
                                                  =================================================================================
</TABLE>







<PAGE>   12
                     WALBRO CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                             Three Months Ended Mar. 31, 1996
                                                  ---------------------------------------------------------------------------------
                                                                                       Walbro
                                                                                     Corporation     Consolidation
                                                    Guarantor      Nonguarantor        (Parent      and Elimination    Consolidated
                                                  Subsidiaries     Subsidiaries     Corporation)        Entries           Total
                                                  ------------     ------------     ------------    --------------     ------------
                                                                          (in thousands, except share data)
<S>                                                  <C>             <C>             <C>               <C>              <C>
NET SALES                                             $87,611         $ 71,572        $     672        $  (6,889)       $ 152,966
COSTS AND EXPENSES:                                                                                                     
 Cost of sales                                         70,900           59,607              560           (6,889)         124,178
 Selling, administration & other expenses               9,467            6,816            2,836               -            19,119
                                                      --------------------------------------------------------------------------- 
OPERATING INCOME (LOSS)                                 7,244            5,149           (2,724)              -             9,669
OTHER EXPENSE (INCOME):                                                                                                 
 Interest expense                                       3,964            1,790            4,875           (5,574)           5,055
 Interest income                                       (1,095)            (574)          (4,073)           5,574             (168)
 Foreign currency exchange loss(gain)                      (1)              -               186               -               185
 Other                                                   (349)             159               -                -              (190)
                                                      --------------------------------------------------------------------------- 
 Income before provision for income taxes,                                                                              
   minority interest, equity in (income) loss                                                                           
   of joint ventures and subsidiaries                   4,725            3,774           (3,712)              -             4,787
 Provision (credit) for income taxes                    1,707            1,099           (1,520)              -             1,286
 Minority Interest                                         -                98               -                -                98
 Equity in (income) loss of joint ventures               (338)            (793)              -                -            (1,131)
 Equity in (income) of subsidiaries                    (3,478)              -            (6,725)          10,203               - 
                                                      --------------------------------------------------------------------------- 
 Net Income                                           $ 6,834         $  3,370        $   4,533        $ (10,203)       $   4,534
                                                      ===========================================================================
                                                                                                                        
</TABLE>                                                 




<PAGE>   13
                     WALBRO CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                     Three Months Ended Mar. 31, 1997             
                                                      --------------------------------------------------------------------------- 
                                                                                        Walbro                                    
                                                                                      Corporation     Consolidation               
                                                        Guarantor   Nonguarantor        (Parent      and Elimination Consolidated 
                                                      Subsidiaries  Subsidiaries     Corporation)        Entries        Total     
                                                      ------------  ------------     ------------    --------------  ------------ 
                                                                           (in thousands, except share data)                      
<S>                                                    <C>          <C>             <C>               <C>           <C>        
Net cash provided by (used in) operating activities     $  15,267   $   8,273         $  (37,576)         $  -         $ (14,036) 
                                                        ------------------------------------------------------------------------  
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                             
 Purchase of plant and equipment                           (8,192)     (5,945)               (95)            -           (14,232) 
 Acquisitions, net of cash acquired                            -           -                  -              -                -   
 Purchase of other assets                                    (359)         22                131             -              (206) 
 Investment in joint ventures and other                    (4,329)       (164)             1,839             -            (2,654) 
 Proceeds/(payments) of intercompany note rec.                 -           -                  -              -                -   
 Proceeds from disposal of assets                              (1)         25                 -              -                24  
                                                        ------------------------------------------------------------------------  
Net cash provided by(used in) investing activities        (12,881)     (6,062)             1,875             -           (17,068) 
                                                        ------------------------------------------------------------------------  
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                             
 Net borrowings (repayments) under revolving                                                                                      
   line-of-credit agreements                                   -       (1,813)           (27,562)            -           (29,375) 
 Debt repayments                                             (145)          2                 -              -              (143) 
 Proceeds from issuance of long-term debt                      -      (69,000)            69,000             -                -   
 Proceeds from issuance of stock                                                                                                  
   and options                                                 -       69,000                 -              -            69,000  
 Financing fees paid                                           -           -              (3,241)            -            (3,241) 
 Cash dividends paid                                           -           -                (865)            -              (865) 
                                                        ------------------------------------------------------------------------  
Net cash provided by(used in) financing activities           (145)     (1,811)            37,332             -            35,376  
                                                        ------------------------------------------------------------------------  
EFFECT OF EXCHANGE RATE CHANGES ON                                                                                                
 CASH                                                          -         (654)            (1,360)            -            (2,014) 
                                                        ------------------------------------------------------------------------  
NET INCREASE (DECREASE) IN CASH                             2,241        (254)               271             -             2,258  
CASH AT BEGINNING OF YEAR                                     299      17,779                135             -            18,213  
                                                        ------------------------------------------------------------------------  
CASH AT END OF PERIOD                                   $   2,540   $  17,525         $      406          $  -         $  20,471  
                                                        ========================================================================  
                                                                    
</TABLE>




<PAGE>   14
                     WALBRO CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                    Three Months Ended Mar. 31, 1996               
                                                     ----------------------------------------------------------------------------  
                                                                                       Walbro                                      
                                                                                     Corporation     Consolidation                 
                                                        Guarantor  Nonguarantor        (Parent      and Elimination   Consolidated 
                                                      Subsidiaries Subsidiaries     Corporation)        Entries          Total     
                                                      ------------ ------------     ------------    --------------    ------------ 
                                                                         (in thousands, except share data)                         
<S>                                                   <C>            <C>             <C>               <C>             <C>         
Net cash provided by (used in) operating activities     $   11,977    $     572        $  (21,814)        $   -        $ (9,265)   
                                                        -----------------------------------------------------------------------    
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                              
 Purchase of plant and equipment                            (5,202)      (6,863)             (426)            -         (12,491)   
 Acquisitions, net of cash acquired                             -            -                 -              -              -     
 Purchase of other assets                                     (200)        (178)                2             -            (376)   
 Investment in joint ventures and other                     (6,287)       2,544             3,498             -            (245)   
 Proceeds/(payments) of intercompany note rec.                  -            -                 -              -              -     
 Proceeds from disposal of assets                               -            -                 -              -              -     
                                                        -----------------------------------------------------------------------    
Net cash provided by(used in) investing activities         (11,689)      (4,497)            3,074             -         (13,112)   
                                                        -----------------------------------------------------------------------    
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                              
 Net borrowings (repayments) under revolving                                                                                       
   line-of-credit agreements                                    -         1,555            19,100             -          20,655    
 Debt repayments                                              (136)        (416)               -              -            (552)   
 Proceeds from issuance of long-term debt                       -            -                 -              -              -     
 Proceeds from issuance of stock                                                                                                   
   and options                                                  -            -                392             -             392    
 Financing fees paid                                            -            -               (328)            -            (328)   
 Cash dividends paid                                            -            -               (858)            -            (858)   
                                                        -----------------------------------------------------------------------    
Net cash provided by(used in) financing activities            (136)       1,139            18,306             -          19,309    
                                                        -----------------------------------------------------------------------    
EFFECT OF EXCHANGE RATE CHANGES ON                                                                                                 
 CASH                                                           -          (357)              153             -            (204)   
                                                        -----------------------------------------------------------------------    
NET INCREASE (DECREASE) IN CASH                                152       (3,143)             (281)            -          (3,272)   
CASH AT BEGINNING OF YEAR                                       75       19,219               498             -          19,792    
                                                        -----------------------------------------------------------------------    
CASH AT END OF PERIOD                                   $      227    $  16,076        $      217         $   -        $ 16,520    
                                                        =======================================================================    
                                                                                                                          

</TABLE>
<PAGE>   15


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

                             Results of Operations


THREE MONTHS ENDED MARCH 31, 1997 VS. THREE MONTHS ENDED MARCH 31, 1996

     Net sales in the first quarter of 1997 increased 0.7% to $154.0 million
compared to $153.0 million for the same period of 1996.  Sales of automotive
products declined slightly to $113.7 million for the first quarter of 1997
compared to $114.4 million for the same period of 1996.  Sales of small engine
products increased 1.3% to $31.5 million for the first quarter of 1997 compared
to  $31.1 million for the same period of 1996.

     Sales of automotive products were lower than expected for the first
quarter of 1997 because of continued in-sourcing of fuel pumps and fuel modules
by a major U.S. customer and because of the strong U.S. dollar currency impact
on foreign sales.  The in-sourcing represented an $11.0 million decline in
sales for the first quarter of 1997 compared to the same period of 1996 and the
in-sourcing decline is expected to be completed by the end of the second
quarter of 1997.  Sales of plastic fuel tanks in Europe for the first quarter
of 1997 increased by only 0.8% because of foreign currency exchange rates.
Without the currency effect European sales would have increased by
approximately 10%.  Sales of plastic fuel tanks in Brazil, which began initial
production in November 1996, added $3.0 million to sales for the first quarter
of 1997.

     Sales of small engine products increased as a result of higher sales of
ignition system products partially offset by lower sales of small engine
carburetors in the U.S.  Shipments to U.S. original equipment customers were
lower because of customer's high inventories of lawn-and-garden equipment due
to last year's poor spring and summer sales.  Sales of small engine products
increased by 8.5% in Japan in spite of the lower yen exchange rate.  Without
the currency effect Japan sales would have increased by approximately 24%.

     Sales to the aftermarket increased 15.3% to $6.8 million for the first
quarter of 1997 compared to $5.9 million for the same period of 1996.
Increased sales of  automotive products to aftermarket customers more than
offset a small decline in small engine carburetor aftermarket sales.

     Cost of sales for the first quarter of 1997 increased 4.5% to $129.8
million compared to $124.2 million for the same period of 1996, while cost of
sales as a



<PAGE>   16



percent of net sales was 84.3% compared to 81.2% for the same 1996 period
resulting in a gross margin decline of 3.1 percentage points.  The automotive
products gross margin decline resulted from lower volume of fuel pumps and fuel
modules in the U.S.,  lower volume of plastic fuel tanks in the two largest
plants in Europe and  new plant start-up costs in Brazil.  In addition,
automotive products gross margin was $2 million lower because it included some
engineering costs in 1997 that were included in research and development costs
in 1996.  The small engine products gross margin decline resulted from lower
volume of carburetors and new plant start-up costs in China.

     Selling and administrative ("S & A") expenses decreased 11.4% for the
first quarter of 1997 compared to the first quarter of 1996.  S & A expenses
declined as a result of cost control programs in most areas of the Company.  S
& A expenses as a percent of net sales were 8.0% for the first quarter of 1997
compared to 9.1% for the same period of 1996.

     Research and development ("R & D") expenses decreased 32.4%.  As reported
above, $2.0 million of engineering expenses were included in cost of sales that
were reported as R & D expenses in first quarter of 1996.  If the $2.0 million
of engineering expenses were included as R & D expense in 1997, R & D would
have increased by 7.9% as efforts were expanded to develop new products to meet
EPA regulations for small engine exhaust emissions.

     Interest expense increased 14.2% for the first quarter of 1997 compared to
the same period in 1996 because of higher borrowings for  additional working
capital and for capital expenditures.

     Other income was $1.1 million for the first quarter of 1997 compared to
zero for the first quarter of 1996.  The increase was due to higher royalty
income from the Company's joint ventures.

     Provision for income taxes was 7.3% higher for the first quarter of 1997
compared to the same period of 1996 of a larger amount of R & D tax credits
available in 1996 resulting in a lower effective tax rate.

     Minority Interest increased by $0.9 million in the first quarter of 1997
compared to the same period of 1996 because of the preferred dividends due on
the Convertible Preferred Securities of Walbro Capital Trust issued in February
1997.

     The equity in income from joint ventures in the first quarter of 1997 was
$0.8 million versus the comparable period income of $1.1 million in 1996,
because of lower profitability at Marwal Systems (France) and Marwal Brasil as
these joint ventures began paying royalties to the Company.




<PAGE>   17




     Net income for the first quarter of 1996 was $2.4 million, a decrease of
46.7% compared to $4.5 million for the same period last year, as a result of
the reasons described above.  Net income per share for the first quarter of
1997 was $.27 compared with $.53 for the same 1996 period.


                         Foreign Currency Transactions

     Approximately 52% of the Company's  sales during the first three months of
1997 were derived from international manufacturing operations in Europe, Asia,
South America and Mexico.  The financial position and the results of operations
of the Company's subsidiaries in Europe (35% of sales), Japan (5% of
sales), South America (2% of sales) and China (1% of sales) are measured in
local currency of the countries in which they operate and translated into U.S.
dollars.  The effects of foreign currency fluctuations in Europe, South
America, Japan and China are somewhat mitigated by the fact that expenses are
generally incurred in the same currencies in which sales are generated and the
reported income of these subsidiaries will be higher or lower depending on a
weakening or strengthening of the U.S. dollar.

     For the Company's subsidiary in Singapore (2% of sales) the expenses are
generally incurred in the local currency, but sales are generated in U.S.
dollars; therefore, results of operations are more directly influenced by a
weakening or strengthening of the local currency.  The Company's subsidiary in
Mexico (7% of sales) operates as a maquiladora, or contract manufacturer, where
certain direct manufacturing expenses are incurred in the local currency and
sales are generated in U.S. dollars.  Thus, results of operations of the
Company's subsidiary in Mexico are also more directly influenced by a weakening
or strengthening of the local currency.

     Approximately 52% of the Company's assets at March 31, 1997, are based in
its foreign operations and are translated into U.S. dollars at foreign currency
exchange rates in effect as of the end of each period.  Accordingly, the
Company's consolidated shareholders' equity will fluctuate depending upon the
weakening or strengthening of the U.S. dollar.  In addition, the Company has
equity investments in unconsolidated joint ventures in France, Brazil, Mexico,
Japan and Korea.  The Company's reported income from these joint ventures will
be higher or lower depending upon a weakening or strengthening of the U.S.
dollar.

     The Company's strategy for management of currency risk relies primarily
upon the use of forward currency exchange contracts to manage its exposure to
foreign currency fluctuations related to its firm transaction commitments in
foreign currencies.




<PAGE>   18




                        Liquidity and Capital Resources

     As of March 31, 1997, the Company had outstanding $22.9 million in
short-term debt, including current portion of long-term debt, and $261.4
million in long-term debt.  The approximate minimum principal payments required
on the Company's long-term debt in each of the five fiscal years subsequent to
December 31, 1996 are  $1.1 million in 1997, $7.7 million in 1998, $7.4 million
in 1999, $121.6 million in 2000, $7.6 million in 2001 and $147.5 million
thereafter.

     At March 31, 1997, the Company had available to it approximately $41
million under its credit facility with a group of commercial banks.  In
February 1997, the Company completed an offering of 2,760,000 shares or $69
million of Convertible Preferred Securities of Walbro Capital Trust.  The net
proceeds were used to pay down borrowings on the credit facility.

     The Company's plans for 1997 capital expenditures for facilities,
equipment and tooling total approximately $60 million.  The Company intends to
finance the capital expenditures with the credit facility and cash from
operations.

     Management believes that the Company's long-term cash needs will continue
to be provided principally by operating activities supplemented, to the extent
required, by borrowing under the Company's existing and future credit
facilities.  Management expects to replace these credit facilities as they
expire with comparable facilities.

     As of March 31, 1997, accounts receivable amounted to $145.9 million, an
increase of $10.9 million, compared to March 31, 1996.  The  increase was due
to longer collection periods.  The average collection period at March 31, 1997
was 85.3 days compared to 79.4 days at March 31, 1996.  The higher average
collection period was due to more foreign sales with longer payment terms.

Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995

     The statements contained in this discussion that are not historical facts
are forward-looking statements subject to the safe harbor created by the
Securities Litigation Reform Act of 1995.  The Company cautions readers of this
discussion that a number of important factors could cause the Company's actual
consolidated results for 1997 and beyond to differ materially from those
expressed in any forward-looking statements made by, or on behalf of, the
Company.  These important factors include, without limitation, changes in
demand for automobiles and light trucks, relationships with significant
customers, price pressures, the timing and structure of future acquisitions or
dispositions, impact of environmental regulations, continued availability of

<PAGE>   19

adequate funding sources, currency and other risks inherent in
international sales, and general economic and business conditions.  These
important factors and other factors which could affect the Company's results
are more fully disclosed in the Company's filings with the Securities and
Exchange Commission.  Readers of this discussion are referred to such filings.




<PAGE>   20





                                    PART II

                               OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   The following exhibit is filed with this report:

      Exhibit No.

      27.1  Financial Data Schedule

(b)   Reports on Form 8-K

      The only report of Form 8-K  filed by the Company during the quarter
      ended March 31, 1997 was filed on January 7, 1997 reporting Item 7.
      Financial statements filed with the report on Form 8-K were:

      Financial Statements of Marwal Systems S.N.C.

      The following Financial Statements of Marwal Systems S.N.C.  as of
      December 31, 1995, 1994, and 1993 and for the years ended December 31,
      1995, 1994, and 1993 were included:

      Letter of Confirmation
      Report of Independent Public Accountants for 1995
      Balance Sheet as of December 31, 1995
      Income Statement for the year ended December 31, 1995
      Notes to the Financial Statements for 1995
      Report of Independent Public Accountants for 1994
      Balance Sheet as of December 31, 1994
      Income Statement for the year ended December 31, 1994
      Notes to the Financial Statements for 1994
      Report of Independent Public Accountants for 1993
      Balance Sheet as of December 31, 1993
      Income Statement for the year ended December 31, 1993
      Notes to the Financial Statements for 1993





<PAGE>   21




                                   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.

                                     WALBRO CORPORATION
                                     (Registrant)


Dated:  May 13, 1997                 /s/ L. E. Althaver
                                     ------------------------------------
                                     L. E. Althaver, Chairman, President
                                     and Chief Executive Officer


Dated:  May 13, 1997                 /s/Michael A. Shope
                                     ------------------------------------
                                     Michael A. Shope
                                     Chief Financial Officer and Treasurer


<PAGE>   22

                                EXHIBIT INDEX


EXHIBIT
  NO.           DESCRIPTION
-------         -----------

 27.1        Financial Data Schedule