<PAGE>


                       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 QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
COMMISSION FILE NUMBER 1-12068


                              METALDYNE CORPORATION
--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          DELAWARE                                            38-2513957
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)


  47603 HALYARD DRIVE, PLYMOUTH, MICHIGAN                     48170-2429
--------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                       (ZIP CODE)


                                 (734) 207-6200
--------------------------------------------------------------------------------
                               (TELEPHONE NUMBER)


INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) 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, AND (2) 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 THE LATEST PRACTICAL DATE.

                                                   SHARES OUTSTANDING AT
               CLASS                                  OCTOBER 31, 2001
               -----                                  ----------------
COMMON STOCK, PAR VALUE $1 PER SHARE                     45,498,410


<PAGE>


                              METALDYNE CORPORATION

                                      INDEX


                                                                        PAGE NO.


Part I.  Financial Information

  Item 1.  Financial Statements

           Consolidated Condensed Balance Sheet -
              September 30, 2001 and December 31, 2000                      1

           Consolidated Condensed Statements of Operations
              for the Three and Nine Months Ended
              September 30, 2001 and 2000                                   2

           Consolidated Condensed Statement of
              Cash Flows for the Nine Months
              Ended September 30, 2001 and 2000                             3

           Notes to Consolidated Condensed Financial
              Statements                                                 4-10

  Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations                                                11-16

  Item 3.  Quantitative and Qualitative Disclosure about
              Market Risk                                                  17

Part II. Other Information and Signature                                17-18


<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.                      FINANCIAL STATEMENTS

                              METALDYNE CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEET
                    SEPTEMBER 30, 2001 AND DECEMBER 31, 2000
                             (DOLLARS IN THOUSANDS)

                                              SEPTEMBER 30,    DECEMBER 31,
    ASSETS                                        2001            2000
                                              ------------     ----------
Current assets:
    Cash and cash investments                 $   21,140       $   26,320
    Receivables                                  153,070          121,160
    Inventories                                  174,630          199,490
    Deferred and refundable income taxes          24,060           38,010
    Prepaid expenses and other assets             44,320           48,540
                                              ----------       ----------
          Total current assets                   417,220          433,520

Equity and other investments in affiliates        26,050           27,760
Property and equipment, net                      894,550          901,300
Excess of cost over net assets of acquired
  companies                                      998,520          906,990
Notes receivable and other assets                 91,970           93,920
                                              -----------      ----------
          Total assets                        $2,428,310       $2,363,490
                                              ==========       ==========

    LIABILITIES
Current liabilities:
    Accounts payable                          $  182,400       $  155,020
    Accrued liabilities                          121,920          146,640
    Current maturities, long-term debt            44,240           46,350
                                              ----------       ----------
          Total current liabilities              348,560          348,010

Subordinated debentures                          305,000          305,000
Other long-term debt                           1,185,140        1,180,940
Deferred income taxes                            126,620          124,680
Other long-term liabilities                       97,940          108,920
                                              ----------       ----------
          Total liabilities                    2,063,260        2,067,550
                                              ----------       ----------

Redeemable stock, 545,154 shares
  Outstanding                                     53,380           33,370
Redeemable restricted common
  stock                                           45,370           43,420
Less:  Restricted unamortized stock awards       (24,370)         (33,820)
                                              ----------       ----------
          Total redeemable stock                  74,380           42,970
                                              ----------       ----------

    SHAREHOLDERS' EQUITY
Preferred stock (non-redeemable), $1 par:
  Authorized:  25 million;
  Outstanding:  None                                  --               --
Common stock, $1 par:
  Authorized:  250 million;
  Outstanding:  42.8 million and 38.7 million     42,840           38,670
Paid-in capital                                   61,510               --
Retained earnings                                239,360          254,690
Accumulated other comprehensive loss             (53,040)         (40,390)
                                              ----------       ----------
          Total shareholders' equity             290,670          252,970
                                              ----------       ----------
          Total liabilities, redeemable
            stock and shareholders' equity    $2,428,310       $2,363,490
                                              ==========       ==========



               The accompanying notes are an integral part of the
                  consolidated condensed financial statements.



                                       1
<PAGE>



                              METALDYNE CORPORATION
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                 (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED           NINE MONTHS ENDED
                                               SEPTEMBER 30               SEPTEMBER 30
                                         ---------------------     ------------------------
                                            2001        2000          2001         2000
                                         ---------   ---------     ---------    ----------

<S>                                      <C>         <C>           <C>          <C>
Net sales                                $ 514,290   $ 393,770     $1,643,200   $1,295,480
Cost of sales                             (411,670)   (298,360)    (1,311,290)    (966,590)
                                         ---------   ---------     ----------   ----------

     Gross profit                          102,620      95,410        331,910      328,890

Selling, general and
  administrative expenses                  (74,130)    (49,970)      (210,590)    (163,130)
Gain (loss) on disposition of
   businesses                                   --       2,800        ( 6,020)       2,800
                                         ---------   ---------     ----------   ----------

     Operating profit                       28,490      48,240        115,300      168,560
                                         ---------   ---------     ----------   ----------

Other income (expense), net:
   Interest expense                        (28,220)    (20,720)       (99,880)     (64,500)
   Equity income(loss)
     from affiliates, net                     (690)       (520)        (1,710)       9,170
   Other, net                               (4,780)      2,420        (21,640)       2,120
                                         ---------   ---------     ----------   ----------
                                           (33,690)    (18,820)      (123,230)     (53,210)
                                         ---------   ---------     ----------   ----------

Income(loss) before income taxes            (5,200)     29,420         (7,930)     115,350
Income taxes                                   310      11,560          3,260       45,490
                                         ---------   ---------     ----------   ----------

Net income(loss)                            (5,510)     17,860        (11,190)      69,860
Preferred stock dividend requirements        1,800          --          4,140           --
                                        ----------    --------     ----------   ----------
Earnings (loss) attributable to
  common stock                           $  (7,310)  $  17,860     $  (15,330)  $   69,860
                                         =========   =========     ==========   ==========

Basic earnings (loss) per share              $(.17)      $ .44          $(.36)       $1.71
                                             =====       =====          =====        =====
Diluted earnings (loss) per share            $(.17)      $ .37          $(.36)       $1.39
                                             =====       =====          =====        =====

Cash dividends declared per share             $ --       $ .08          $  --        $ .24
                                             =====       =====          =====        =====

Cash dividends paid per share                 $ --       $ .08          $  --       $ .24
                                             =====       =====          =====        =====
</TABLE>


               The accompanying notes are an integral part of the
                  consolidated condensed financial statements.




                                       2
<PAGE>


                              METALDYNE CORPORATION
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                       NINE MONTHS ENDED
                                                                         SEPTEMBER 30,
                                                                ---------------------------
                                                                    2001            2000
                                                                -----------     -----------
CASH FROM (USED FOR):
    OPERATIONS:
<S>                                                             <C>             <C>
        Net cash from earnings                                  $  101,850      $ 147,150
        Decrease in inventories                                     31,320          9,570
        (Increase) in receivables                                  (25,600)       (23,670)
        Proceeds from accounts receivable sale, net                 27,610         48,260
        Increase (decrease) in accounts payable
           and accrued liabilities                                 (53,600)        22,740
        Decrease in prepaid expenses and
           other current assets                                     38,080         20,460
        Other, net                                                     800         (6,760)
                                                                ----------      ---------
           Net cash from operating activities                      120,460        217,750
                                                                ----------      ---------

    FINANCING:
        Payment of debt                                            (36,710)      (154,450)
        Increase in debt                                            38,800         31,620
        Payment of dividends                                        (2,770)       (10,700)
        Proceeds from interest rate swap settlement                     --         15,820
        Other, net                                                     460         (5,100)
                                                                ----------      ---------
           Net cash (used for) financing
              activities                                              (220)      (122,810)
                                                                ----------      ---------

    INVESTMENTS:
        Proceeds from sale and sale/leaseback
           of fixed assets                                          42,110             --
        Capital expenditures                                       (82,330)       (78,790)
        Cash received from sale of businesses, net                      --          3,200
        Acquisition of businesses, net of
          cash acquired                                            (83,320)       (21,090)
        Other, net                                                  (1,880)        11,350
                                                                ----------      ---------
           Net cash (used for) investing
              activities                                          (125,420)       (85,330)
                                                                ----------      ---------

CASH AND CASH INVESTMENTS:
   Increase (decrease) for the nine months                          (5,180)         9,610
    At January 1                                                    26,320          4,490
                                                                ----------      ---------
    At September 30                                             $   21,140      $  14,100
                                                                ==========      =========

SUPPLEMENTAL CASH FLOW INFORMATION:

    Net cash paid during the period for:

         Interest                                               $  95,170       $  57,170
                                                                =========       =========

         Income taxes                                           $  (9,500)      $    (900)
                                                                =========      ==========
</TABLE>


               The accompanying notes are an integral part of the
                  consolidated condensed financial statements.




                                       3
<PAGE>


                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.   Metaldyne Corporation (the "Company" or "Metaldyne") is a leading global
     diversified industrial manufacturer of highly engineered products for the
     transportation, industrial and consumer markets. We operate through two
     business groups - Metal Forming, which accounts for approximately
     two-thirds of our sales, and Diversified Industrial Products, which
     accounts for the remaining one-third of our sales. Products include metal
     formed and precision-engineered components and modular systems used in
     vehicle engine, chassis and steering components, transmission and
     drivetrain applications, specialty fasteners, towing systems, packaging and
     sealing products and other industrial products. The Company serves a broad
     range of over 150 automotive and industrial customers.

     In the opinion of the Company, the accompanying unaudited consolidated
     condensed financial statements contain all adjustments, which are normal
     and recurring in nature, necessary to present fairly its financial position
     as at September 30, 2001 and the results of operations for the three and
     nine months ended September 30, 2001 and 2000 and cash flows for the nine
     months ended September 30, 2001 and 2000. Certain amounts for the period
     ended September 30, 2000 have been reclassified to conform to the
     presentation adopted in 2001. The results of operations for the three and
     nine month periods ended September 30, 2001 are not necessarily indicative
     of the results for the full year.

2.   On June 22, 2001, the Company purchased from its controlling shareholder,
     Heartland Industrial Partners ("Heartland"), Global Metal Technologies,
     Inc. ("GMTI"). GMTI is a fully integrated technology leader in aluminum
     die-casting with leading market positions in transmission, engine, chassis
     and steering components. In exchange for all of the shares held by
     Heartland in GMTI, the Company issued common shares valued at approximately
     $45.4 million, which was equal to Heartland's investment in GMTI on the
     date of transfer. Also as part of the transaction the Company issued common
     shares valued at $20 million and $18.5 million of redeemable Class B
     preferred stock in exchange for interests in GMTI held by its former
     shareholders. The redeemable Class B preferred shares issued are
     mandatorily redeemable on June 15, 2013. The series B preferred
     stockholders are entitled to receive, when, as and if declared by the
     Company's Board of Directors, cumulative semi-annual cash dividends at a
     rate of 11.5 percent per annum. In addition to securities issued, Metaldyne
     paid approximately $83 million, net of cash acquired, for the acquisition
     of GMTI. This acquisition was financed through a combination of borrowings
     under the Company's Term Loan C facility, revolving credit facility and
     proceeds from the sale of accounts receivable pursuant to the accounts
     receivable facility.

     GMTI was originally acquired by the Company's controlling shareholder,
     Heartland, on January 4, 2001 for a cash purchase price of $25 million,
     plus debt assumed. This transaction resulted in approximately $100 million
     of goodwill, which is being amortized over a period of 40 years. The
     purchase price allocations are preliminary, and as such are estimates. Such
     allocations could change upon the completion of asset valuations, which are
     on-going as of the date of this filing. Our June 22, 2001 acquisition of
     GMTI has been accounted for in a manner similar to a pooling of interests
     since these businesses were under common control. Our results of operations
     for 2001 have been adjusted to include GMTI from January 4, 2001 forward.
     The impact on previously reported amounts for the first quarter include
     sales of approximately $50 million and a loss before taxes of approximately
     $5 million.



                                       4
<PAGE>


                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)

3.   In June 1998, the Financial Accounting Standards Board ("FASB") issued the
     Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
     "Accounting for Derivative Instruments and Hedging Activities." SFAS 133
     requires that all derivatives be recognized as either assets or liabilities
     in the consolidated balance sheet and be measured at fair value, and
     changes in the fair value be recorded in earnings, unless they are
     designated as hedges of an underlying transaction. The Company adopted this
     standard, as amended by SFAS 137 and 138, effective January 1, 2001. The
     adoption of this standard did not have a material impact on the financial
     position or results of operations of the Company.

     During the first quarter of 2001, the Company entered into interest rate
     protection agreements with various financial institutions to hedge a
     portion of its interest rate risk related to its term loan borrowings under
     its Credit Facility. These agreements include two interest rate collars
     with a term of three years, a total notional amount of $200 million and an
     interest rate cap and floor of 7% and approximately 4.5%,respectively, and
     four interest rate caps at 7% with a total notional amount of $376 million.
     The agreements have been designated as cash flow hedging instruments and
     the effect of marking these contracts to fair value has been recorded in
     other comprehensive income as presented in Note 10. It is the policy of the
     Company not to enter into derivative instruments for speculative purposes.

4.   In September 2000, the FASB issued the Statement of Financial Accounting
     Standards No. 140 ("SFAS 140"), "Accounting for Transfers and Servicing of
     Financial Assets and Extinguishment of Liabilities - a replacement of FASB
     Statement No. 125." The new standard carries forward some of the provisions
     of SFAS 125, but modifies the method of accounting for securitizations and
     other transfers of financial assets and collateral, in addition to
     requiring additional disclosures. SFAS 140 is effective for reporting
     periods after March 31, 2001, with the exception of certain collateral and
     disclosure provisions, which are effective for fiscal years ending after
     December 15, 2000. The Company adopted SFAS 140 at December 31, 2000. The
     adoption of SFAS 140 did not have a material impact on the financial
     position or results of operations of the Company.

     In 2000, the Company entered into an arrangement to sell, on an ongoing
     basis, the trade accounts receivable of substantially all domestic business
     operations to MTSPC, Inc. ("MTSPC") a wholly owned subsidiary of the
     Company. MTSPC from time to time may sell an undivided fractional ownership
     interest in the pool of receivables up to approximately $225 million to a
     third party multi-seller receivables funding company. The net proceeds of
     sale are less than the face amount of accounts receivable sold by an amount
     that approximates the purchaser's financing costs which amounted to a total
     of $8.1 million in 2001 and is included in other expense in the income
     statement. At September 30, 2001, a total of approximately $178 million of
     receivables were sold and the Company retained a subordinated interest of
     approximately $76 million, which was included in the receivables balance in
     the consolidated balance sheet. The proceeds from the sale of accounts
     receivable, net for the nine months ended September 30, 2001 was $27.6
     million. The retained subordinated interest is discounted at a rate that
     approximates fair value given the short-term nature of the receivables
     balance.



                                       5
<PAGE>


                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)

5.   As a result of the recapitalization in November 2000, the acquisition of
     Simpson Industries in December 2000 and the creation of a new executive
     management team and Board of Directors, the Company developed and
     implemented in 2001 a new operating and internal reporting structure.
     During the second quarter of 2001, the Company acquired GMTI and further
     realigned its operating and internal reporting structure. Accordingly,
     the segment information for the prior year and 2001 has been restated to
     conform to the current structure.

     The Company has defined a segment as a component, with business activity
     resulting in revenue and expense, which has separate financial information
     evaluated regularly by the Company's chief operating decision maker in
     determining resource allocation and assessing performance. The Company
     operates in two operating groups - Metal Forming and Diversified Industrial
     Products.

     The Metal Forming Group consists of one operating segment which
     manufactures a broad range of engineered metal products used primarily in
     automotive applications and which combines capabilities in engineering,
     design, machining and assembly. The Metal Forming Group's sales are
     primarily to light vehicle OEMs and component assemblers. The Metal Forming
     Group's products include cold, warm and hot forged products, powdered metal
     products, tubular fabricated products and light metal castings used in
     engines, transmissions and drivetrains.

     Our Diversified Industrial Products Group is comprised of three operating
     segments:

     TRANSPORTATION ACCESSORIES: Manufactures towing and related accessories.
     The towing and accessories products include trailer hitches, hitch mounted
     accessories, jacks, couplers and winches, roof racks and related electrical
     products.

     SPECIALTY FASTENERS: Manufactures standard and custom-designed ferrous,
     nonferrous and special alloy fasteners for the building construction, farm
     implement, medium-and heavy-duty truck, appliance, aerospace, electronics
     and other industries. Specialty fasteners are sold through our own sales
     personnel and independent sales representatives to both distributors and
     manufacturers in these industries.

     INDUSTRIAL PRODUCTS: Manufactures closures and dispensing products,
     gaskets, insulation products, compressed gas cylinders and precision
     cutting tools for a wide variety of customers in the chemical, refining,
     container, construction and other industries.




                                       6
<PAGE>


                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)


Segment activity for the three and nine months ended September 30, 2001 and 2000
are as follows:

<TABLE>
<CAPTION>
                                        Three Months Ended            Nine Months Ended
                                           September 30                 September 30
                                      ---------------------       ------------------------
                                        2001         2000            2001          2000
                                      --------     --------       ----------    ----------
SALES
<S>                                   <C>          <C>            <C>             <C>
Metal Forming Group                   $337,210     $202,100       $1,072,110      $659,610
                                      --------     --------       ----------    ----------
Transportation Accessories              63,590       65,630          212,010       230,560
Industrial Products                     78,480       79,520          244,600       250,870
Specialty Fasteners                     35,010       46,520          114,480       154,440
                                      --------     --------       ----------    ----------
  Diversified Industrial Group         177,080      191,670          571,090       635,870
                                      --------     --------       ----------    ----------
        Total                         $514,290     $393,770       $1,643,200    $1,295,480
                                      ========     ========       ==========    ==========
EBITDA
Metal Forming Group                   $ 50,130      $38,250       $  164,970    $  123,650
                                      --------     --------       ----------    ----------
Transportation Accessories               7,610        9,110           34,310        42,640
Industrial Products                     12,590       18,150           45,370        56,070
Specialty Fasteners                      6,690        8,410           15,920        26,840
                                      --------     --------       ----------    ----------
  Diversified Industrial Group          26,890       35,670           95,600       125,550
                                      --------     --------       ----------    ----------
        Total                         $ 77,020     $ 73,920       $  260,570    $  249,200
                                      ========     ========       ==========    ==========

OPERATING PROFIT
Total EBITDA for reportable
  segments                            $ 77,020     $ 73,920       $  260,570    $  249,200
Depreciation and amortization in
  operating profit                     (32,060)     (20,450)         (97,450)      (64,180)
Gain (charge) on disposition of
  businesses                                          2,800           (6,020)        2,800
Other adjustments                      (16,470)      (8,030)         (41,800)      (19,260)
                                      --------     --------       ----------    ----------
        Total operating profit        $ 28,490     $ 48,240         $115,300    $  168,560
                                      ========     ========       ==========    ==========
</TABLE>


OTHER ADJUSTMENTS

Other adjustments are general corporate costs and costs and expenses not
allocated to segments for internal reporting purposes. In 2001, these include
one-time costs associated with the integration of an acquisition, severance of
$3 million and approximately $15.3 million of costs in respect of newly acquired
Simpson Industries operations which are not allocated to the specific segment
for internal reporting purposes.



                                       7
<PAGE>


                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)

6.   The following are reconciliations of the numerators and denominators used
     in the computations of basic and diluted earnings (loss) per share:

                                     Three Months Ended       Nine Months Ended
                                        September 30             September 30
                                    -------------------     -------------------
                                      2001       2000         2001        2000
                                    --------   --------     --------    -------

Weighted average number of
  shares outstanding                  42,840     40,930       42,840     40,970
                                    ========   ========     ========    =======

Net income(loss)                    $ (5,510)  $ 17,860     $(11,190)   $69,860
Less:  Preferred stock requirements    1,800      ---          4,140        --
                                    --------   --------     --------    ------

  Earnings (loss) used for basic
    earnings per share computation  $ (7,310)  $ 17,860     $(15,330)   $69,860
                                    ========   ========     ========    =======

Basic earnings (loss) per share     $   (.17)  $    .44     $   (.36)   $  1.71
                                    ========   ========     =========   =======

Total shares used for basic earnings
  per share computation               42,840     40,930       42,840     40,970
Dilutive securities:
  Stock options                         ---         400           --        370
  Convertible debentures                ---       9,840           --      9,840
  Contingently issuable shares          ---       4,030           --      4,100
                                    --------   --------     --------    -------
  Total shares used for diluted
    earnings per share computation    42,840     55,200       42,840     55,280
                                    ========   ========     ========    =======

Earnings (loss) used for basic
  earnings per share computation    $(7,310)   $ 17,860     $(15,330)   $69,860
Add back of debenture interest          ---       2,340           --      7,020
                                    --------   --------     --------    -------
  Earnings (loss)used for diluted
    earnings per share computation  $(7,310)   $ 20,200     $(15,330)   $76,880
                                    =======    ========     ========    =======

Diluted earnings (loss) per share   $  (.17)   $    .37     $   (.36)   $  1.39
                                    =======    ========     ========    =======

     Diluted earnings per share reflect the potential dilution that would occur
     if securities or other contracts to issue common stock were converted or
     exercised into common stock.

     Contingently issuable shares, approximately 2.6 million restricted common
     shares, did not have a dilutive effect on earnings per share for the period
     ended September 30, 2001.


7.   In December 2000, the Company acquired Simpson Industries, Inc. The
     acquisition was accounted for as a purchase with excess purchase price over
     the estimated fair value of net assets acquired of approximately $150
     million amortized over 40 years. The purchase price allocations are
     preliminary, and as such are estimates. Such allocations could change upon
     the completion of asset valuations, which are on-going as of the date of
     this filing.



                                       8
<PAGE>


                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)


     As described in Note 2, the Company acquired GMTI which has been accounted
     for in a manner similar to a pooling of interest since it was acquired from
     Heartland Industrial Partners, the Company's controlling shareholder and
     the controlling shareholder of GMTI.

     The following pro forma results of operations reflect these transactions as
     if they had occurred on January 1, 2000. The pro forma data does not
     purport to be indicative of the results that would actually have been
     reported if the transactions had occurred on such date (unaudited, in
     thousands).

                                 Three Months Ended          Nine Months Ended
                                 September 30, 2000          September 30, 2000
                                 ------------------        --------------------

         Net sales                    $565,810                 $1,872,010
         Operating profit             $ 53,830                 $  203,310
         Net income                   $ 14,250                 $   72,410


8.   Inventories by component are as follows (in thousands):

                                              September 30,   December 31,
                                                  2001           2000
                                                --------       --------

          Finished goods                        $ 77,400       $ 90,790
          Work in process                         44,370         46,390
          Raw materials                           52,860         62,310
                                                --------       --------
                                                $174,630       $199,490
                                                ========       ========

9.   Property and equipment, net reflects accumulated depreciation of $417
     million and $367 million as at September 30, 2001 and December 31, 2000,
     respectively.

10.  The Company's total comprehensive income for the period was as follows (in
     thousands):

<TABLE>
<CAPTION>
                                          Three Months Ended      Nine Months Ended
                                             September 30           September 30
                                          ------------------    --------------------
                                            2001       2000       2001         2000
                                          --------   -------    --------     -------
      <S>                               <C>        <C>        <C>          <C>
         Net income(loss)                 $(5,510)   $17,860    $(11,190)    $69,860
         Foreign currency translation
           gain (loss)                     10,320     (9,580)     (5,940)    (17,840)
         Interest rate agreements          (5,710)        --      (6,710)         --
                                          -------    -------    --------     -------

           Total comprehensive gain
              (loss)                      $  (900)   $ 8,280    $(23,840)   $ 52,020
                                          =======    =======    ========    ========
</TABLE>

     The majority of other comprehensive gain (loss) relates to foreign currency
     translation and interest rate arrangements.



                                       9
<PAGE>


                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONCLUDED)


11.  In June 2001, the Financial Accounting Standards Board approved Statements
     of Financial Accounting Standards No. 141 "Business Combinations" ("SFAS
     141") and No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142") which
     are effective July 1, 2001 and January 1, 2002, respectively, for the
     Company. SFAS 141 requires that the purchase method of accounting be used
     for all business combinations initiated after June 30, 2001. Under SFAS
     142, amortization of goodwill, including goodwill recorded in past business
     combinations, will discontinue upon adoption of this standard. In addition,
     goodwill recorded as a result of business combinations completed during the
     six-month period ending December 31, 2001 will not be amortized. The
     Company has recognized goodwill amortization expense of approximately $21
     million for the nine months ended September 30, 2001. All goodwill and
     intangible assets will be tested for impairment in accordance with the
     provisions of the Statement. The Company is currently reviewing the
     provisions of SFAS 141 and 142 and assessing the impact of adoption.


12.   The Company announced the closure of its heat treating facility in the
      second quarter 2001 resulting in a pre-tax charge of approximately $6
      million principally related to the impairment of long-lived assets and
      severance costs. Accrued costs for severance related to the
      recapitalization of the Company at January 1,2001 were approximately $13
      million. Payments and adjustments to accrued estimates approximated $3
      million and the ending accrual was approximately $10 million.

13.  In June and August, the Financial Accounting Standards Board approved
     Statements of Financial Accounting Standards No. 143 "Accounting for Asset
     Retirement Obligations" ("SFAS 143") and No. 144 "Accounting for the
     Impairment or Disposal of Long Lived Assets" ("SFAS 144") which are
     effective January 1, 2003 and January 1, 2002, respectively for the
     Company. SFAS 143 requires that an existing legal obligation associated
     with the retirement of a tangible long-lived asset be recognize as a
     liability when incurred and the amount of the liability be initially
     measured at fair value. Under SFAS 144, a single accounting method was
     established for long-lived assets to be disposed of. SFAS 144 requires the
     Company to recognize an impairment loss only if the carrying amount of a
     long-lived asset is not recoverable from its undiscounted cash flows and
     the loss is the difference between carrying amount and fair value. The
     Company is currently reviewing the provisions of SFAS 143 and 144 and
     assessing the impact of adoption.



                                       10
<PAGE>


                              METALDYNE CORPORATION

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


RESULTS OF OPERATIONS

         The Company has established Earnings Before Interest Taxes Depreciation
and Amortization ("EBITDA") as an indicator of our operating performance and as
a measure of our cash generating ability.

         EBITDA does not represent and should not be considered as an
alternative to net income, operating income, net cash provided by operating
activities or any other measure for determining operating performance or
liquidity that is calculated in accordance with generally accepted accounting
principles. Further, EBITDA, as we calculate it, may not be comparable to
calculations of similarly titled measures by other companies.

         On June 22, 2001 we completed the acquisition of Global Metal
Technologies, Inc. ("GMTI"). GMTI is a fully integrated technology leader in
aluminum die-casting with leading market positions in transmission, engine,
chassis and steering components and is also the largest independent thin walled
casting company in North America. The acquisition of GMTI has been accounted for
in a manner similar to a pooling of interests since it was acquired from
Heartland Industrial Partners, our controlling shareholder and the controlling
shareholder of GMTI. The results of operations for 2001 include GMTI from
January 4, 2001. Prior years have not been restated.

         The combination with Simpson Industries and the acquisition of GMTI has
resulted in a number of corporate initiatives aimed at integrating the combined
entity around a new strategic direction. The activities include combining
operating entities in both the Specialty Fastener and Transportation Accessories
segments, closure of non-core operations and staffing reductions. Additionally,
we have undertaken several projects aimed at integrating the three companies
financial and information technology systems. These actions while expected to
offer future benefits, resulted in one-time costs of approximately $9 million in
the third quarter of 2001 and $17 million for the nine months ended September
30, 2001 including approximately $6 million in the second quarter related to a
facility closure.


QUARTER ENDED SEPTEMBER 30, 2001 COMPARED WITH QUARTER ENDED SEPTEMBER 30, 2000

         Metaldyne sales for the third quarter of 2001 increased 31% to
approximately $514 million as compared with approximately $394 million for the
same period last year. This increase was due to our acquisition of Simpson
Industries in December 2000 and the aforementioned acquisition of GMTI. These
two acquisitions accounted for $150 million of sales in the third quarter. The
increase was partially offset by a sales decline of approximately $15 million
related to our other Metal Formed Products, which was principally the result of
lower levels of domestic vehicle production and the mix of light truck versus
passenger car production. In addition, the Transportation Accessories, Specialty
Fastener and Industrial Products segments experienced a sales decline of
approximately $14 million related to softness in their respective markets.



                                       11
<PAGE>


                              METALDYNE CORPORATION

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

         Gross profit increased to approximately $103 million for the quarter
ended September 30, 2001 as compared to $95 million for the quarter ended
September 30, 2000. This increase was the result of the acquisition of Simpson
Industries and GMTI which contributed approximately $23 million of gross
profit offset by an approximate decrease of $15 million related to other Metal
Forming, Transportation Accessories, Specialty Fasteners and Industrial Products
segments. The gross profit margin decreased from 24.2% in the year ago quarter
to 20% in the quarter ended September 30, 2001. This decrease was partially
caused by the inclusion of GMTI and Simpson Industries, which had lower
margins as a percent of 2001 sales than the margins of Metaldyne in the year ago
quarter. In addition, the decrease in sales volume in most of the Company's
businesses resulted in a larger percentage impact on margins (gross margin,
operating margin and EBITDA margin), as a result of fixed costs not decreasing
proportionately with sales. This effect is referred to below as the contribution
margin effect.

         EBITDA for our Metal Forming Group segment was approximately $50
million in third quarter 2001 as compared to approximately $38 million in 2000.
The change is principally the result of an approximate $17 million increase in
segment EBITDA from the Simpson Industries and GMTI acquisitions and a $5
million decline in Metal Forming as a result of lower sales volume.

         EBITDA for the Transportation Accessories segment was approximately
$7.7 million in third quarter 2001 as compared to approximately $9.1 million in
2000. The decrease in EBITDA is principally the result of approximately $1.8
million of severance and relocation costs related to the combining of operating
locations in the Transportation segment.

         EBITDA for the Specialty Fasteners segment was approximately $6.7
million in the third quarter 2001 as compared to approximately $8.4 million in
2000. This decrease is principally the result of a 25% sales decline and
approximately $.9 million of costs and expenses related to corporate initiatives
to streamline operations.

         EBITDA for the Industrial Products segment declined to approximately
$13 million in the third quarter of 2001 as compared to approximately $18
million in third quarter 2000. This decrease in EBITDA is a result of a change
in product mix as compared with the prior year and approximately $1.7 million of
severance costs related to streamlining operations.

         Selling, general and administrative costs as a percent of sales was
14.4% in the third quarter 2001 as compared with 12.7% in the same period last
year. Selling, general and administrative expenses were approximately $74
million as compared to $50 million in the comparable 2000 period. The increase
reflects the impact of the Simpson Industries and GMTI acquisitions. Selling,
general and administrative expenses were negatively impacted in the quarter by
severance costs and increased spending relative to new business programs.


NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 2000

         Metaldyne sales for the nine months ended September 30, 2001 increased
27% to $1.6 billion as compared with $1.3 billion in 2000. This increase was due
to our acquisition of Simpson Industries and GMTI which accounted for
approximately $484 million of sales in the first nine months of 2001. This
increase was partially offset by a sales decline of $72 million related to our
Metal Forming Group, which was principally the result of lower levels of
domestic vehicle production and the mix of light-truck versus passenger car
production. In addition, the Transportation Accessories, Specialty Fasteners and
Industrial Products segments experienced a sales decline of approximately $65
million including approximately $7 million related to a plant closure in 2000 in
the Specialty Fasteners segment.



                                       12
<PAGE>


                              METALDYNE CORPORATION

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

         Gross profit increased to $332 million for the nine months ended
September 30, 2001 as compared with $329 million for the comparable period in
2000. The acquisition of Simpson Industries and GMTI contributed approximately
$61 million. This increase was largely offset by a decline in gross profit
related to other Metal Forming, Transportation Accessories, Specialty Fasteners
and Industrial Products related to softness in their respective markets. The
gross profit margin decreased from 25.4% in the nine months ended September 30,
2000 to 20.2% in the nine months ended September 30, 2001. This decrease was
partially caused by the inclusion of Simpson Industries and GMTI, which have
lower margins as a percent of 2001 sales than the margins of Metaldyne one year
ago. In addition, the decrease in sales volume in most of the Company's
businesses resulted in a larger percentage impact on margins.

         EBITDA for our Metal Forming Group segment was approximately $165
million for the nine months ended September 30, 2001 as compared to
approximately $124 million in 2000. The change is comprised of an approximate
$59 million increase in segment EBITDA from the Simpson Industries and GMTI
acquisitions and an approximate $18 million decline principally as a result of
the $72 million decline in sales noted above. The EBITDA decline approximated
the contribution margin effect of the sales decline.

         EBITDA for the Transportation Accessories segment was approximately $34
million in the nine month period for 2001 as compared to approximately $42.6
million in 2000. The decrease is the result of a $19 million sales decline. The
decrease in EBITDA approximated the contribution margin effect of the sales
decline, as the Transportation Accessories segment has a higher contribution
margin than the Metal Forming Group segment.

         EBITDA for the Specialty Fasteners segment was approximately $16
million for the nine months ended September 30, 2001 compared to $27 million for
the same nine-month period in 2000. This decrease is the result of the $40
million reduction in sales and approximates the contribution margin effect of
the sales decline and costs and expenses of approximately $2 million associated
with corporate initiatives to streamline operations.

         EBITDA for the Industrial Products segment declined by 19% to
approximately $45 million for the nine months ended September 30, 2001 compared
with 2000. This decrease in EBITDA is a result of the sales decline of 2% in
this segment and a change in product mix as compared to the prior year.

         Selling, general and administrative costs as a percent of sales were
12.8% for the nine months ended September 30, 2001 as compared with 12.6% for
the nine months ended September 30, 2000. Selling, general and administrative
expenses were approximately $211 million for the nine month period ended
September 30, 2001 as compared to approximately $163 million in 2000. The
increase is principally the result of the Simpson Industries and GMTI
acquisitions. Selling, general and administrative expenses were negatively
impacted for the nine months ended September 30, 2001 by severance costs and
increased spending relative to new business programs.

         For the quarter and for the nine months ended September 30, 2001,
interest expense was $28 million and $100 million, respectively. Interest
expense for the comparable quarter and nine months in 2000 was approximately $21
million and $65 million, respectively. The increase in interest expense is the
result of debt incurred to finance the recapitalization of the Company in
November 2000 and the acquisition of Simpson Industries and GMTI.



                                       13
<PAGE>


                              METALDYNE CORPORATION

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

         Other expense for the quarter and nine months ended September 30, 2001
was approximately $5 million and $23 million, respectively, as compared to other
income of approximately $2 million and $11 million, respectively, for the
comparable period in 2000. The change was principally the result of expenses in
connection with the receivables securitization and the elimination of equity
income from affiliates due to the sale of all our equity affiliates, except one,
in connection with the recapitalization and higher amortization of deferred
financing expense.

         The provision for income taxes in the third quarter was $.3 million as
compared to $11.6 million for the quarter ended September 30, 2000. The
provision for the nine months ended September 30, 2001 is $3.3 million as
compared to $45.5 million for the comparable period in 2000. The September 30,
2001 provision was computed under the discrete method of accounting due to the
variance between the third quarter earnings and the projected earnings for the
year. The tax provision in both periods reflects the impact of non-deductible
goodwill from acquisitions, with the impact of this item more pronounced in the
current year due to the lower level of pre-tax income. The expense is also
impacted by foreign operations which contribute a higher proportion of pre-tax
income in the current year than in 2000 which is taxed at higher rates than the
U.S. Statutory rates.


LIQUIDITY AND FINANCIAL CONDITION

         Cash provided by operating activities for the first nine months of 2001
was $120 million as compared with $218 million in 2000. Capital expenditures
were $82 million for the first nine months of 2001 as compared with $79 million
in 2000.

         The reduction in net income for the nine months ended September 30,
2001 was the principal reason for the reduction in net cash from earnings in
2001 compared to the prior year. Receivables increased more in 2001 than in the
comparable period of 2000, principally as the result of the inclusion of
Simpson Industries and GMTI sales in the current quarter. This increase was
partially offset by the sale of additional receivables pursuant to a receivables
securitization in 2001. Inventories decreased from the comparable period in 2000
as a result of the Company's continued emphasis on inventory management and the
utilization of Just-In-Time and other inventory management techniques. Prepaid
expenses and accrued liabilities were each impacted by the payment of
approximately $14 million in 2001 relating to options cancelled as part of the
recapitalization in which the required cash was escrowed and included in prepaid
assets at December 31, 2000, and the corresponding liability included in accrued
liabilities. Cash flow also benefited from the collection of approximately $15
million of tax refunds in the first nine months of 2001 compared to
approximately $10 million of tax refunds in the comparable period ended
September 30, 2000. Capital expenditures increased slightly by approximately $3
million compared to 2000, principally due to the inclusion of capital
expenditures of the Simpson Industries and GMTI operations offset by a
reduction in capital expenditures as a result of general economic conditions.
The Company achieved a net reduction in debt from March 31, 2001 of
approximately $22 million net of $58 million in borrowings related to GMTI
acquisition.



                                       14
<PAGE>


                              METALDYNE CORPORATION

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

          As a result of the recapitalization and the Simpson Industries and
GMTI acquisitions, we are highly leveraged and we have significantly increased
our interest expense relative to historical levels. We will need to dedicate
significant portions of cash flow to debt service obligations. As a result of
economic conditions the Company's capital expenditures will approximate $110
million for 2001. This decline from earlier projections is the result of
customers, principally automotive original equipment manufacturers, delaying
product launches until 2002. We may incur material amounts of additional debt
and further burden cash flow in pursuit of acquisition strategies. Capital
expenditures in calendar year 2000 were approximately $107 million. We believe
that our liquidity and capital resources including anticipated cash flow from
operations will be sufficient to meet debt service, capital expenditure and
other short-term and long-term obligations and needs, but we are subject to
unforeseeable events and the risk that we are not successful in implementing our
business strategies. We will also seek to extend the average maturities of debt
through the issuance of long-term debt securities to the extent market
conditions permit us to increase our financial flexibility and ability to pursue
our business strategies.


MARKET TRENDS

         Our sales for use in the OEM segments of the automotive industry
accounted for approximately one-half of our annual 2000 net sales. The
automotive industry is highly cyclical, is dependent on consumer spending,
interest rates and consumer confidence and is subject to, among other things,
general economic conditions and the impact of international trade. There are
signs of increasing weakness in the economy generally. In addition, recently
reported results from North American automotive manufacturers reflect the impact
of incentive programs which are not expected to continue. The elimination of
these programs could result in lower demand in the fourth quarter and 2002. In
addition, a portion of net sales are derived from sales of our products
manufactured for SUV's and light trucks, which have recently reversed their
positive sales trends of the past several years. There can be no assurance that
sales of these vehicles will not continue to decline or that pricing pressure
from customers or competitors will not have an impact on future performance.


FORWARD-LOOKING STATEMENTS

         This discussion and other sections of this report contain statements
reflecting the Company's views about its future performance and constitute
"forward-looking statements." These views involve risks and uncertainties that
are difficult to predict and may cause the Company's actual results to differ
significantly from the results discussed in such forward-looking statements.
Readers should consider that various factors may affect our ability to attain
the projected performance, including:

         o    Leverage; Ability to Service Debt - We may not be able to manage
              our business as we might otherwise do so due to our high degree of
              leverage.

         o    Liquidity and Capital Resources - If we are unable to raise junior
              capital, our liquidity and business strategies will be adversely
              impacted.

         o    Challenges of Acquisition Strategy - We may not be able to
              identify attractive acquisition candidates, successfully integrate
              our acquired operations or realize the intended benefits of our
              acquisitions.

         o    Substantial Capital Expenditure Requirements - If we are unable to
              meet future capital requirements, our business will be adversely
              affected.

         o    Substantial Restrictions and covenants - Restrictions in our
              credit facility limit our ability to take certain actions.



                                       15
<PAGE>


                              METALDYNE CORPORATION

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

         o    Dependence on Automotive Industry and Industry Cyclicality -
              The industries in which we operate are dependent upon the
              economy and are cyclical.

         o    Dependence on Third-Party Suppliers and Manufacturers - The
              loss of a substantial number of our suppliers could affect our
              financial health.

         o    Our Industries are Highly Competitive - Recent trends among
              our customers will increase competitive pressures in our
              businesses.

         o    Dependence on Key Personnel and Relationships - We depend on
              the services of certain key individuals and relationships, the
              loss of which would materially harm us.

         o    Labor Relations - A portion of our workforce is unionized.

         o    Labor Stoppages Affecting OEMs - Slowdowns, strikes or similar
              actions could have a material adverse effect on our results of
              operations.

         o    International Sales - A growing portion of our revenue may be
              derived from international sources, which presents separate
              uncertainty for us.

         o    Product Liability - Our businesses expose us to product
              liability risks that could materially and adversely impact us.

         o    Environmental Matters - We have been and may be subject in the
              future to potential exposure to environmental liabilities.

         o    Government Regulation - Fastener Quality Act.

         o    Control by Principal Stockholder - We are controlled by
              Heartland Industrial Partners, whose interests in our business
              may be different than yours.

         o    Terms of Shareholders Agreement - Provisions of a shareholders
              agreement impose significant operating and financial
              restrictions on our business.


         All statements, other than statements of historical fact included in
this quarterly report, regarding our strategy, future operations, financial
position, estimated revenues and losses, projected costs, prospects, plans and
objectives of management are forward-looking statements. When used in this
quarterly report, the words, "will," "believe," "anticipate," "intend,"
"estimate," "expect," "project" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
such identifying words. All forward-looking statements speak only as of the date
of this quarterly report. You should not place undue reliance on these
forward-looking statements. Although we believe that our plans, intentions and
expectations reflected in or suggested by the forward-looking statements we make
in this quarterly report are reasonable, we can give no assurance that these
plans, intentions or expectations will be achieved. The Company undertakes no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.



                                       16
<PAGE>


                              METALDYNE CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (CONCLUDED)


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET ABOUT RISK

In the normal course of business, we are exposed to market risk associated with
fluctuations in foreign exchange rates. We are also subject to interest risk as
it relates to long-term debt. See footnote 3 for a discussion of interest rate
risk and the objectives and strategies used to manage these risks.


                           PART II. OTHER INFORMATION
                              METALDYNE CORPORATION

Items 1, 2, 3, 4 and 5 are not applicable.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

          (a) EXHIBITS:

          Exhibit 12      Computation of Ratio of Earnings to Combined
                          Fixed Charges and Preferred Stock Dividends

          (b) REPORTS ON FORM 8-K:

              None.



                                       17
<PAGE>


                                    SIGNATURE


         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.




                                              METALDYNE CORPORATION
                                              ----------------------------------
                                              (REGISTRANT)



DATE:                                     BY: /s/WILLIAM M. LOWE, JR.
     ----------------------------             ----------------------------------
                                              William M. Lowe, Jr.
                                              Executive Vice President and
                                              Chief Financial Officer
                                              Chief Accounting Officer and
                                              Authorized Signatory



                                       18
<PAGE>


                              METALDYNE CORPORATION

                                  EXHIBIT INDEX


EXHIBIT

Exhibit 12            Computation of Ratio of Earnings to Combined
                         Fixed Charges and Preferred Stock
                         Dividends




                                       19