<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 MARCH 31, 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                                   APRIL 22, 2001
               -----                             --------------------------

COMMON STOCK, PAR VALUE $1 PER SHARE                    41,338,224


<PAGE>


                              METALDYNE CORPORATION

                                      INDEX

                                                            PAGE NO.
                                                            --------

 Part I.  Financial Information

   Item 1.  Financial Statements

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

            Consolidated Condensed Statement of Income
               for the Three Months Ended
               March 31, 2001 and 2000                          2

            Consolidated Condensed Statement of
               Cash Flows for the Three Months
               Ended March 31, 2001 and 2000                    3

            Notes to Consolidated Condensed Financial
               Statements                                     4-8

   Item 2.  Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations                                    9-13

 Part II.  Other Information and Signature                  14-15


<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>

                                               MARCH 31,     DECEMBER 31,
ASSETS                                           2001            2000
------                                        ----------     ------------
<S>                                           <C>              <C>
Current assets:
    Cash and cash investments                 $   10,630       $   26,320
    Receivables                                  160,190          121,160
    Inventories                                  187,920          199,490
    Deferred and refundable income taxes          24,580           38,010
    Prepaid expenses and other assets             26,890           48,540
                                              ----------       ----------
          Total current assets                   410,210          433,520

Equity and other investments in affiliates        27,190           27,760
Property and equipment, net                      907,590          901,300
Excess of cost over net assets of acquired
  companies                                      901,800          906,990
Deferred financing and other assets               97,360           93,920
                                              ----------       ----------
          Total assets                        $2,344,150       $2,363,490
                                              ==========       ==========

LIABILITIES
-----------
Current liabilities:
    Accounts payable                          $  154,860       $  155,020
    Accrued liabilities                          120,240          146,640
    Current maturities, long-term debt            35,970           46,350
                                              ----------       ----------
          Total current liabilities              311,070          348,010

Subordinated debentures                          305,000          305,000
Other long-term debt                           1,214,790        1,180,940
Deferred income taxes                            123,590          124,680
Other long-term liabilities                      102,620          108,920
                                              ----------       ----------
          Total liabilities                    2,057,070        2,067,550
                                              ----------       ----------

Redeemable preferred stock, 361,001 shares
  Outstanding                                     34,610           33,370
Redeemable restricted common stock                44,070           43,420
Less: Restricted stock awards                    (30,200)         (33,820)
                                              ----------       ----------
          Total redeemable stock                  48,480           42,970
                                              ----------       ----------

SHAREHOLDERS' EQUITY
--------------------
Preferred stock (non-redeemable), $1 par:
  Authorized: 25 million;
  Outstanding: None                                ---              ---
Common stock, $1 par:
  Authorized: 250 million;
  Outstanding: 38.7 million and 38.7 million      38,670           38,670
Paid-in capital                                    ---              ---
Retained earnings                                253,800          254,690
Accumulated other comprehensive loss             (53,870)         (40,390)
                                              ----------       ----------
          Total shareholders' equity             238,600          252,970
                                              ----------       ----------
          Total liabilities, redeemable
            stock and shareholders' equity    $2,344,150       $2,363,490
                                              ==========       ==========
</TABLE>


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

                                       1
<PAGE>

                              METALDYNE CORPORATION
                   CONSOLIDATED CONDENSED STATEMENT OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                 (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>

                                                THREE MONTHS ENDED MARCH 31
                                                ---------------------------
                                                   2001              2000
                                                ---------         ---------
<S>                                             <C>               <C>
Net sales                                       $ 506,510         $ 459,400
Cost of sales                                    (398,830)         (340,000)
                                                ---------         ---------
Gross profit                                      107,680           119,400
Selling, general and
  administrative expenses                         (65,570)          (56,170)
                                                ---------         ---------

     Operating profit                              42,110            63,230
                                                ---------         ---------

Other income (expense), net:
   Interest expense                               (34,850)          (21,810)
   Other, net                                      (6,530)            1,260
                                                ---------         ---------
                                                  (41,380)          (20,550)
                                                ---------         ---------

Income before income taxes                            730            42,680
Income taxes                                          440            16,860
                                                ---------         ---------

Net income                                            290            25,820
Preferred stock dividends                           1,170             ---
                                                ---------         ---------
Earnings (loss) attributable to common stock    $    (880)        $  25,820
                                                =========         =========

Basic earnings (loss) per share                     $(.02)            $ .63
                                                    =====             =====
Diluted earnings (loss) per share                   $(.02)            $ .51
                                                    =====             =====

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

Cash dividends paid per share                       $ --              $ .08
                                                    =====             =====
</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 THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                         THREE MONTHS ENDED
                                                              MARCH 31
                                                     ------------------------
                                                        2001          2000
                                                     -----------   ----------
<S>                                                  <C>           <C>
CASH FROM (USED FOR):
     OPERATIONS:
         Net cash from earnings                      $    28,130   $   55,110
         Decrease in inventories                          11,570        3,240
         (Increase) in receivables                       (64,870)     (43,460)
         (Decrease) increase in accounts payable
            and accrued liabilities                      (24,430)      18,800
         Decrease in prepaid expenses and
            other current assets                          35,080       21,510
         Proceeds from accounts receivable sale, net      22,380        ---
         Other, net                                       (3,480)      (1,160)
                                                     -----------   ----------
            Net cash from operating activities             4,380       54,040
                                                     -----------   ----------

     FINANCING:
         Payment of debt                                 (32,200)     (52,820)
         Increase in debt                                 55,670       47,310
         Payment of common stock dividends                 ---         (3,540)
         Other, net                                       (1,290)        (300)
                                                     -----------   ----------
            Net cash from (used for) financing
               activities                                 22,180       (9,350)
                                                     -----------   ----------

     INVESTMENTS:
         Capital expenditures                            (32,910)     (26,000)
         Cash received from sale of businesses, net        ---          3,200
         Acquisition of businesses, net of cash
           acquired                                        ---        (19,960)
         Other, net                                       (9,340)       4,670
                                                     -----------   ----------
            Net cash (used for) investing
              activities                                 (42,250)     (38,090)
                                                     -----------   ----------

CASH AND CASH INVESTMENTS:
     (Decrease) increase for the three months            (15,690)       6,600
     At January 1                                         26,320        4,490
                                                     -----------   ----------
     At March 31                                     $    10,630   $   11,090
                                                     ===========   ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
     Net cash paid during the period for:

          Interest                                   $    30,500    $  16,840
                                                     ===========    =========

          Income taxes                               $   (12,330)   $  (9,490)
                                                     ===========    =========
</TABLE>

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

                                       3
<PAGE>

                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

A.       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 March 31, 2001 and the results of operations
         and cash flows for the three months ended March 31, 2001 and 2000.
         Certain amounts for the period ended March 31, 2000 have been
         reclassified to conform to the presentation adopted in 2001. These
         consolidated financial statements should be read together with the
         Company's audited financial statements presented in the Company's
         Annual Report on Form 10-K for the year ended December 31, 2000.

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

                                                MARCH 31      DECEMBER 31
                                                  2001           2000
                                                --------       --------

               Finished goods                   $ 87,670       $ 90,790
               Work in process                    45,920         46,390
               Raw materials                      54,330         62,310
                                                --------       --------

                                                $187,920       $199,490
                                                ========       ========

C.       Property and equipment, net reflects accumulated depreciation of $383
         million and $367 million at March 31, 2001 and December 31, 2000,
         respectively.

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

                                                            Three Months Ended
                                                                  March 31
                                                            ------------------
                                                              2001       2000
                                                            --------  --------
         Net income                                         $    290  $ 25,820
         Other comprehensive loss (principally foreign
            currency translation)                            (13,480)   (4,520)
                                                            --------  --------

                  Total comprehensive income (loss)         $(13,190) $ 21,300
                                                            ========  ========


E.       During the quarter, 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 three interest rate caps at 7% with a total notional
         amount of $376 million.

         On January 1, 2001, the Company adopted Financial Accounting Standards
         Board ("FASB") SFAS No. 133, "Accounting for Derivative Instruments and
         Hedging Activities," as amended by SFAS 137 and 138. In accordance with
         these pronouncements, these agreements have been designated as cash
         flow hedging instruments and the effect of marking these contracts to
         market has been recorded in other comprehensive income as presented in
         Note D. The adoption of SFAS Nos. 133 and 138 has not had a material
         effect on our financial position or results of operations.


                                       4
<PAGE>

                              METALDYNE CORPORATION
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)

F.       In 2000, the Company entered into a receivables-backed securitization
         financing arrangement to sell, on an ongoing basis, the trade accounts
         receivable of substantially all domestic business operations to a
         special purpose entity. The special purpose entity 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 amounting to a total of
         $3.3 million in 2001 and is included in other expense in the income
         statement. At March 31, 2001, a total of approximately $172.8 million
         of receivables were sold and the Company retained a subordinated
         interest of approximately $53 million, which was included in the
         receivables balance. The retained subordinated interest is discounted
         at a rate that approximates fair value given the short-term nature of
         the receivables balance.

G.       As a result of the recapitalization in November 2000 and 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. Accordingly, the segment information for prior
         years 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.

              METAL FORMING GROUP. The Metal Forming Group consists of one
              operating segment which manufactures a broad range of engineered
              metal products used in automotive and industrial applications and
              combines capabilities in engineering, design, machining and
              assembly. The Metal Forming Group's sales are primarily to light
              vehicle OEMs and component assemblers, but also include other
              customers in the aerospace, heavy truck, construction, general
              industrial and consumer markets. The Metal Forming Group's
              products include cold, warm and hot forged products, powdered
              metal products, tubular fabricated products and extruded metal
              products used in engines, transmissions and drivetrains and a
              variety of industrial applications.

              DIVERSIFIED INDUSTRIAL PRODUCT GROUP. Our Diversified Industrial
              Products Group is comprised of two operating segments:

                  TOWING SYSTEMS. Our towing systems segment manufactures towing
              and related accessories as well as a broad range of products used
              in industrial applications. The towing and accessories products
              include trailer hitches, hitch mounted accessories, jacks,
              couplers and winches, roof racks and related electrical products.
              These products are sold to customers such as Wal-Mart, K-Mart and
              U-Haul and independent hitch installers.



                                       5
<PAGE>

                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)

                  INDUSTRIAL PRODUCTS. Industrial products include closures and
              dispensing products, gaskets, insulation products and precision
              cutting tools for a wide variety of customers in the chemical,
              refining, container, construction and other industries. Key
              customers include Dow, BASF, Bayer, Pepsi, Sherwin Williams, Exxon
              Mobil, Lyondell and Chevron.

      Segment activity for the three months ended March 31, 2001 and 2000 are
      as follows:

                                               Three Months Ended March 31
                                               ---------------------------
                                                 2001               2000
                                               --------           --------
      REVENUES FROM EXTERNAL CUSTOMERS
      --------------------------------
      Metal Forming Group                      $359,120           $302,740
      Towing Systems                             71,270             80,510
      Industrial Products                        76,120             76,150
                                               --------           --------
        Diversified Industrial Group            147,390            156,660
                                               --------           --------
              Total                            $506,510           $459,400
                                               ========           ========

      INTERSEGMENT REVENUES
      ---------------------
      Metal Forming Group                      $  2,460           $  3,740
      Towing Systems                              2,270              3,060
      Industrial Products                           470                230
                                               --------           --------
        Diversified Industrial Group              2,740              3,290
                                               --------           --------

              Total                            $  5,200           $  7,030
                                               ========           ========

      EBITDA
      ------
      Metal Forming Group                      $ 53,200           $ 56,460

      Towing Systems                             12,300             16,300
      Industrial Products                        17,200             18,700
                                               --------           --------
        Diversified Industrial Group             29,500             35,000
                                               --------           --------

              Total                            $ 82,700           $ 91,460
                                               ========           ========


                                               Three Months Ended March 31
                                               ---------------------------
                                                 2001               2000
                                               --------           --------
      RECONCILIATON TO OPERATING PROFIT
      ---------------------------------

      Total EBITDA for reportable segments     $ 82,700           $ 91,460
      Depreciation and amortization in
        operating profit                        (29,770)           (21,900)
      Other adjustments                         (10,820)            (6,330)
                                               --------           --------
              Total operating profit           $ 42,110           $ 63,230
                                               ========           ========


                                        6
<PAGE>

                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)

         OTHER ADJUSTMENTS
         -----------------

         Other adjustments are costs and expenses not allocated to segments for
         internal reporting purposes. In 2001, these include non-recurring costs
         associated with the integration of an acquisition and approximately $5
         million of costs in respect of the newly acquired machining and
         assembly operations which are not allocated to the specific segment
         for internal reporting purposes.

H.       The following are reconciliations of the numerators and denominators
         used in the computations of basic and diluted earnings per share:

                                                  Three Months Ended March 31
                                                  ---------------------------
                                                     2001              2000
                                                  -----------      ----------
      Weighted average number of shares
        outstanding                                    38,670          40,980
                                                  ===========      ==========

      Net income                                  $       290      $   25,820
      less:  Preferred stock dividends                  1,170           ---
                                                  -----------      ----------
        Earnings used for basic earnings per
          share computation                       $      (880)     $   25,820
                                                  ===========      ==========

            Basic earnings per share              $      (.02)     $      .63
                                                  ===========      ==========

      Total shares used for basic earnings
        per share computation                          38,670          40,980
      Dilutive securities:
        Stock options                                   ---               380
        Convertible debentures                          ---             9,840
        Contingently issuable shares                    ---             4,370
                                                  -----------      ----------
        Total shares used for diluted
          earnings per share computation               38,670          55,570
                                                  ===========      ==========

      Earnings used for basic earnings per
        share computation                         $      (880)     $   25,820
      Add back of debenture interest                    ---             2,340
                                                  -----------      ----------
        Earnings used for diluted
          earnings per share computation          $      (880)     $   28,160
                                                  ===========      ==========

            Diluted earnings per share            $      (.02)     $      .51
                                                  ===========      ==========

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

         Contingently issuable shares, approximately 2.7 million restricted
         common stock, did not have a dilutive effect on earnings per share
         at March 31, 2001.

I.       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.



                                       7
<PAGE>

                              METALDYNE CORPORATION

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (CONCLUDED)

         The following pro forma results of operations reflect this transaction
         as if it 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 transaction had occurred on such date (unaudited, in
         thousands).

                                                        Three Months Ended
                                                           March 31, 2000
                                                        ------------------

           Net sales                                          $603,970
           Operating profit                                   $ 74,820
           Net income                                         $ 29,380

J.       During the quarter, the Company entered into a Strategic Cooperation
         Agreement with Global Metal Technologies, Inc., or GMTI, which is
         wholly owned by Heartland Industrial Partners, L.P. Under this
         agreement, we and GMTI provide one another with extensive support and
         services at cost and are coordinating raw material and energy
         purchases. Our arrangements include joint sales and marketing programs
         and initiatives.




                                       8
<PAGE>

                              METALDYNE CORPORATION

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

COMPANY OVERVIEW

     The Company 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, 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,
including Amoco, Bayer, BMW, Boeing, Dana, DaimlerChrysler, Dow Chemical, Ford,
Visteon, General Motors, Delphi, Honda, John Deere, Johns Manville, New Venture
Gear, TRW, U-Haul and Wal-Mart.

RESULTS OF OPERATIONS

Quarter Ended March 31, 2001 Compared With Quarter Ended March 31, 2000.

     Metaldyne sales for the first quarter of 2001 increased 10.5 percent to
$507 million as compared with $459 million in 2000. This increase was due to our
acquisition of Simpson Industries (referred to as "machining and assembly") in
December 2000, which accounted for $111 million of sales in the first quarter.
The increase was partially offset by a sales decline of approximately $56
million related to our Metal Formed Products, which was principally the result
of lower levels of domestic light vehicle production and approximately $9
million of sales decline related to our Towing Systems businesses which were
impacted by weak market conditions.

     Gross profit declined to approximately $108 million for the quarter ended
March 31, 2001 as compared to $119 million for the quarter ended March 31, 2000.
This decrease was due to the acquisition of machining and assembly which was
more than offset by the effect of declining automotive production volumes. The
gross profit margin decreased from 26.0% in the year ago quarter to 21.3% in the
quarter ended March 31, 2001. This decrease was partially caused by the
inclusion of Simpson, 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.

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

     EBITDA for our Metal Formed Products segment was approximately $53 million
in first quarter 2001 as compared to approximately $56 million in 2000. The
change is comprised of an approximate $16 million increase in segment EBITDA
from the machining and assembly acquisition and an approximate $19 million
decline principally as a result of the $56 million decline in sales noted above.
The EBITDA decline approximated the contribution margin impact of the sales
decline.


                                       9
<PAGE>

                              METALDYNE CORPORATION

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


     The Towing Systems segment experienced a 25 percent decline in EBITDA from
the comparable first quarter in 2000 as a result of the $9 million sales
decline. The decrease in EBITDA approximated the contribution margin effect of
the sales decline, as the Towing systems segment has a higher contribution
margin than the Metal Formed Products segment.

     EBITDA for the Industrial Products segment declined by 8 percent to
approximately $17 million in the first quarter of 2001 as compared to
approximately $19 million in first quarter 2000 on flat sales. This decline is
principally the result of a change in sales mix.

     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.

     For the quarter ended March 31, 2001, interest expense increased to
approximately $35 million as compared to approximately $22 million for the
quarter ended March 31, 2000 as a result of debt incurred to finance the
recapitalization of the Company in November 2000 and the acquisition of Simpson
Industries in December 2000. The debt also carries increased interest rates
under our credit facilities.

     Other expense increased to $6.5 million in the quarter ended March 31, 2001
compared to other income of $1.3 million in the March 2000 quarter. The change
was principally the result of expenses in connection with the receivables
securitization and the elimination of most equity income from affiliates due to
the sale of most equity affiliates in connection with the recapitalization and
higher amortization of deferred financing expense.

     The provision for income taxes in first quarter was $.4 million, an
effective rate of 60 percent as compared to $16.9 million, an effective rate of
39.5 percent for the quarter ended March 31, 2000. The tax rate in both periods
reflects the impact of non-deductible goodwill from acquisitions and higher tax
rates relative to foreign earnings, with the effect of these items on the
effective rate more pronounced in the current year due to the lower level of
pre-tax income.




                                       10
<PAGE>

                              METALDYNE CORPORATION

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

LIQUIDITY AND FINANCIAL CONDITION

     As a result of the recapitalization and the Simpson acquisition, 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. In addition, we expect that capital
expenditure requirements in calendar year 2001 will be approximately $133
million. 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.

     The reduction in net income in the current year quarter 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 quarter of 2000,
principally as the result of the inclusion of machining and assembly sales in
the current quarter. This increase was partially offset by the sale of
additional receivables pursuant to a receivables securitization program in 2001.
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 2001 first quarter compared to $9 million of tax
refunds in the quarter ended March 31, 2000. Capital expenditures increased $7
million compared to 2000, principally due to the inclusion of capital
expenditures of the machining and assembly operations.

MARKET TRENDS

     Our sales for use in the OEM segments of the automotive industry accounted
for approximately one-half of our pro forma 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 weakness
in demand for their products which may continue throughout 2001 and beyond. In
addition, a portion of net sales are derived from sales of our products
manufactured for SUVs 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.




                                       11
<PAGE>

                              METALDYNE CORPORATION

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

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.

     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.


                                       12
<PAGE>


                              METALDYNE CORPORATION

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

     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.



                                       13
<PAGE>

                           PART II. OTHER INFORMATION
                              METALDYNE CORPORATION

Items 1 through 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:

         A report on Form 8-K/A dated February 27, 2001 reporting under Item 2,
         "Acquisition or Disposition of Assets" the acquisition of Simpson
         Industries. The Form 8-K/A amended a previously filed 8-K Report to
         provide the required financial statements and pro forma financial
         information which were not available at the time of the initial filing
         of the 8-K Report.





                                       14
<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:  MAY 15, 2001                 BY: /s/ James F. Tompkins
     -------------------------         ---------------------------------------
                                       James F. Tompkins
                                       Vice President and Treasurer and
                                       Chief Accounting Officer and
                                       authorized signatory













                                       15
<PAGE>

                              METALDYNE CORPORATION

                                  EXHIBIT INDEX

     EXHIBIT
     -------

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