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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

As of ~~May 11,~~July 31, 2015 the registrant had ~~67,074,927~~67,177,198 shares of voting common stock outstanding.


	March 29, 2015			December 31, 2014			June 28, 2015			December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	132,032			156,498		$	112,673			156,498
Receivables, net:
Trade		403,372			312,943			388,663			312,943
Other		32,331			31,943			31,065			31,943

Total receivables, net		435,703			344,886			419,728			344,886
Inventories		193,419			204,789			190,991			204,789
Deferred income taxes		11,069			12,435			12,037			12,435
Prepaid expenses		16,242			13,004			14,287			13,004
Other assets		12,771			14,524			14,622			14,524

Total current assets		801,236			746,136			764,338			746,136
Property and equipment, net		742,748			750,181			754,167			750,181
Goodwill		907,716			907,716			907,716			907,716
Amortizable intangible assets, net		761,104			778,457			743,685			778,457
Deferred income taxes, noncurrent		2,243			1,359			2,213			1,359
Other assets		39,848			40,763			39,944			40,763

Total assets	$	3,254,895			3,224,612		$	3,212,063			3,224,612

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	293,048			285,468		$	263,793			285,468
Accrued compensation		44,226			50,952			46,671			50,952
Accrued liabilities		109,697			79,934			72,081			79,934
Short-term debt		2,011			1,572			1,530			1,572
Current maturities, long-term debt and capital lease obligations		16,103			16,497			15,625			16,497

Total current liabilities		465,085			434,423			399,700			434,423
Long-term debt, less current maturities		1,910,488			1,920,310			1,883,649			1,920,310
Capital lease obligations, less current maturities		22,855			23,425			22,350			23,425
Deferred income taxes		259,910			260,703			257,777			260,703
Other long-term liabilities		57,657			60,789			57,238			60,789

Total liabilities		2,715,995			2,699,650			2,620,714			2,699,650

Stockholders’ equity:
Common Stock: par $0.001, 400,000 authorized, 67,075 issued and outstanding		67			67
Common Stock: par $0.001, 400,000 authorized, 67,101 issued and outstanding								67			67
Paid-in capital		830,536			827,307			834,689			827,307
Deficit		(243,358	)		(269,663	)		(199,248	)		(269,663	)
Accumulated other comprehensive loss		(50,989	)		(35,248	)		(46,870	)		(35,248	)

Total equity attributable to stockholders		536,256			522,463			588,638			522,463
Noncontrolling interest		2,644			2,499			2,711			2,499

Total stockholders’ equity		538,900			524,962			591,349			524,962

Total liabilities and stockholders’ equity	$	3,254,895			3,224,612		$	3,212,063			3,224,612


	Quarter Ended					Quarter Ended					Six Months Ended
	March 29, 2015			March 30, 2014		June 28, 2015			June 29, 2014		June 28, 2015			June 29, 2014
Net sales	$	765,167			540,459	$	800,235			641,403		1,565,402			1,181,862
Cost of sales		636,628			457,193		658,172			537,224		1,294,800			994,417

Gross profit		128,539			83,266		142,063			104,179		270,602			187,445
Selling, general and administrative expenses		56,199			29,201		57,856			40,359		114,055			69,560
Acquisition costs							—			13,046		—			13,046

Operating income		72,340			54,065		84,207			50,774		156,547			104,839
Interest expense, net		27,559			19,406		26,898			22,492		54,457			41,898
Loss on debt extinguishment		—			362		368			—		368			362
Other, net		(5,135	)		1,055		(1,376	)		3,428		(6,511	)		4,483

Other expense, net		22,424			20,823		25,890			25,920		48,314			46,743

Income before tax		49,916			33,242		58,317			24,854		108,233			58,096

Income tax expense		17,340			10,546		14,127			9,394		31,467			19,940

Net income		32,576			22,696		44,190			15,460		76,766			38,156
Income attributable to noncontrolling interest		135			94		81			77		216			171

Net income attributable to stockholders	$	32,441			22,602	$	44,109			15,383		76,550			37,985

Weighted average shares outstanding		67,075			67,075		67,080			67,075		67,075			67,075
Cash dividends declared per share	$	0.09			—	$	—			—		0.09			—
Net income per share attributable to stockholders
Net income per share attributable to stockholders:
Basic		0.48			0.34		0.66			0.23		1.14			0.57
Diluted		0.47			0.33		0.64			0.22		1.11			0.56

See accompanying notes to unaudited condensed consolidated financial statements.


	Quarter Ended						Quarter Ended				Six Months Ended
	March 29, 2015			March 30, 2014			June 28, 2015		June 29, 2014		June 28, 2015			June 29, 2014
Net income	$	32,576			22,696		$	44,190		15,460		76,766			38,156
Other comprehensive loss, net of tax:
Other comprehensive income (loss), net of tax:
Foreign currency translation		(15,731	)		(817	)		3,948		2,577		(11,783	)		1,760

Comprehensive income		16,845			21,879			48,138		18,037		64,983			39,916
Less comprehensive income attributable to noncontrolling interest		145			124			67		74		212			198

Comprehensive income attributable to stockholders	$	16,700			21,755		$	48,071		17,963		64,771			39,718

See accompanying notes to unaudited condensed consolidated financial statements.


	Common stock		Paid-in capital			Deficit			Accumulated other comprehensive loss			Noncontrolling interest		Total stockholders’ equity			Common stock		Paid-in capital			Deficit			Accumulated other comprehensive loss			Noncontrolling interest			Total stockholders’ equity
Balance, December 31, 2014	$	67		827,307			(269,663	)		(35,248	)		2,499		524,962		$	67		827,307			(269,663	)		(35,248	)		2,499			524,962
Dividends							(6,136	)							(6,136	)							(6,135	)								(6,135	)
Stock-based compensation expense				3,337											3,337					7,532												7,532
Offering-related costs				(108	)										(108	)
Cash settlement of equity awards																				(232	)											(232	)
Issuance of common stock																				91												91
Excess tax benefit on stock-based compensation																				99												99
Offering related costs																				(108	)											(108	)
Net income							32,441						135		32,576								76,550						216			76,766
Other comprehensive income (loss)										(15,741	)		10		(15,731	)
Other comprehensive (loss)																										(11,779	)		(4	)		(11,783	)
Reclassifications, net																										157						157

Balance, March 29, 2015	$	67		830,536			(243,358	)		(50,989	)		2,644		538,900
Balance, June 28, 2015																	$	67		834,689			(199,248	)		(46,870	)		2,711			591,349

See accompanying notes to unaudited condensed consolidated financial statements.


	Quarter Ended						Six Months Ended
	March 29, 2015			March 30, 2014			June 28, 2015			June 29, 2014
Cash flows from operating activities:
Net income	$	32,576			22,696		$	76,766			38,156
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		56,366			42,740			115,200			90,533
Debt fee amortization		747			2,079			1,543			2,503
Loss on fixed asset dispositions		216			676			348			1,185
Deferred income taxes		(278	)		(1,303	)		(2,891	)		(15,883	)
Noncash interest expense		230			210			487			856
Stock-based compensation expense		3,337			1,292			7,532			4,613
Foreign currency adjustment		484			(44	)		(3,688	)		(45	)
Other		87			218			5,426			1,484
Changes in assets and liabilities:
Receivables, net		(100,963	)		(58,081	)		(77,403	)		(50,542	)
Inventories		7,026			(30	)		9,970			957
Accounts payable, accrued liabilities and accrued compensation		60,715			34,734			(10,871	)		31,253
Other, current		(7,643	)		475			(2,437	)		1,761
Other, non-current		(306	)		7,298			(2,311	)		4,827

Net cash provided by operating activities		52,594			52,960			117,671			111,658
Cash flow from investing activities:
Capital expenditures		(60,724	)		(30,788	)		(114,957	)		(58,073	)
Proceeds from sale of fixed assets		114			107			1,296			271
Capitalized patent costs		(123	)		(95	)		(182	)		(165	)
Grede Transaction, net of cash acquired								—			(829,656	)

Net cash used for investing activities		(60,733	)		(30,776	)		(113,843	)		(887,623	)
Cash flows from financing activities:
Payments on long-term debt		(10,154	)		(579	)
Dividends								(6,035	)		(111,259	)
Other stock activity								—			(2,449	)
Proceeds from stock issuance								91			258,553
Cash settlement of equity awards								(232	)		—
Borrowings of revolving lines of credit		—			89,800			14,300			238,597
Payments of revolving lines of credit		—			(95,900	)		(14,568	)		(230,500	)
Proceeds of long-term debt								1,326,625			715,000
Payments on long-term debt								(1,360,154	)		(10,974	)
Payment of debt issue costs								(149	)		(20,231	)
Other debt, net		(504	)		(1,530	)		(1,548	)		(3,766	)
Payment of offering related costs		(108	)		—			(108	)		—
Other stock activity		—			325

Net cash used for financing activities		(10,766	)		(7,884	)		(41,778	)		832,971
Effect of exchange rates on cash		(5,561	)		(432	)		(5,875	)		828

Net increase (decrease) in cash and cash equivalents	$	(24,466	)		13,868		$	(43,825	)		57,834

Cash and cash equivalents:
Cash and cash equivalents, beginning of period	$	156,498			68,224		$	156,498			68,224
Net increase (decrease) in cash and cash equivalents		(24,466	)		13,868			(43,825	)		57,834

Cash and cash equivalents, end of period	$	132,032			82,092		$	112,673			126,058

Supplementary cash flow information:
Cash paid for income taxes, net	$	4,863			3,062		$	33,407			29,453
Cash paid for interest		15,973			488			55,796			27,132
Noncash transactions:
Capital expenditures in accounts payables		21,598			9,376			19,035			14,100
Dividends declared, not yet paid		6,136			—
Dividends declared on restricted stock awards, not yet vested								101			—

See accompanying notes to unaudited condensed consolidated financial statements.

Metaldyne Performance Group Inc. is a leading provider of components for use in engine, transmission and driveline (“Powertrain”) and chassis, suspension, steering and brake component (“Safety-Critical”) ~~platforms~~applications for the global light, commercial and industrial vehicle markets. We produce these components using complex metal-forming manufacturing technologies and processes for a global customer base of vehicle original equipment manufacturers (“OEMs”) and tier 1 suppliers. Our components help OEMs meet fuel economy, performance and safety standards. Our metal-forming manufacturing technologies and processes include aluminum casting, cold, warm or hot forging, iron casting, and powder metal forming, as well as value-added precision machining and assembly. These technologies and processes are used to create a wide range of customized Powertrain and Safety-Critical components that address requirements for power density (increased component strength to weight ratio), power generation, power/torque transfers, strength and noise, vibration and harshness.

The accompanying unaudited condensed consolidated financial statements have been prepared by Metaldyne Performance Group Inc. (the “Company”, “MPG”, “we”, “our”, or “its”) in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of ~~March~~June 28, 2015 and December 31, 2014, the results of operations and comprehensive income for the quarters ended June 28, 2015 and June 29, ~~2015~~2014, and the results of operations, comprehensive income, and statement of cash flows for the ~~quarters~~six months ended ~~March 29,~~June 28, 2015 and ~~March 30,~~June 29, 2014. The results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.

MPG was formed through the combination of ASP HHI Holdings, Inc. (together with its subsidiaries, “HHI”), ASP MD Holdings, Inc. (together with its subsidiaries, “Metaldyne”) and ASP Grede Intermediate Holdings LLC (together with its subsidiaries, “Grede”) on August 4, 2014 (the “Combination”). The Combination occurred through mergers with three separate wholly owned merger subsidiaries of MPG. In connection with the Combination, 13.4 million shares of MPG common stock were issued in exchange for the outstanding shares of HHI, Metaldyne and Grede. On November 18, 2014, the outstanding shares of MPG Common Stock were split at a 5-to-1 ratio (the “Stock Split”). After the Stock Split, 67.1 million shares were outstanding. The number of shares authorized was increased to 400.0 million.

The Combination was accounted for as a reorganization of entities under common control in a manner similar to a pooling of interests, that is, the bases of accounting of HHI, Metaldyne and Grede were carried over to MPG. These financial statements reflect the retrospective application of the MPG capital structure and Stock Split. ~~These financial statements reflect the accounts of HHI and Metaldyne for both periods and Grede for the quarter ended March 29, 2015.~~

The condensed consolidated balance sheet as of December 31, 2014 was derived from our audited financial statements. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2014.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported therein. Use of significant estimates and judgments are inherent in the accounting for acquisitions, stock-based compensation, income taxes and employee benefit plans, as

well as in the testing of goodwill and long-lived assets for potential impairment. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be based upon amounts that differ from these estimates.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance, as agreed to by the FASB, is effective for the interim and annual periods beginning on or after December 15, ~~2016.~~2017. Early adoption is ~~not permitted.~~permitted on January 1, 2017. The guidance permits the use of either a retrospective or cumulative effect transition method. We have not yet selected a transition method and are currently evaluating the impact of the amended guidance on the consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Topic 835-30). This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This guidance is effective for fiscal years and interim periods beginning after December 15, 2015, and requires retrospective application. We expect to adopt this guidance when effective. Upon adoption of this guidance, the debt and total assets presented on our ~~consolidated~~ balance sheet will be reduced by net debt issuance costs, which totaled ~~$20.6~~$21.0 million as of ~~March 29,~~June 28, 2015.

Grede was acquired on June 2, 2014 (the “Grede Transaction”). Grede revenues and earnings included in the consolidated statements of operations subsequent to the Grede Transaction were as follows:


	Quarter Ended March 29, 2015		Quarter Ended June 28, 2015		Quarter Ended June 29, 2014			Six Months June 28, 2015		Six Months June 29, 2014
	(In thousands)		(In thousands)
Revenues: Net sales	$	243,437	$	237,383		80,973			480,820		80,973
Earnings: Income before income taxes		18,517		12,236		(13,259	)		30,753		(13,259	)

Pro forma net sales, for the quarter ended ~~March 30,~~June 29, 2014 as if the Grede Transaction had occurred on January 1, ~~2013,~~2014, were ~~$790.6~~$817.4 million and pro forma income before income taxes was ~~$44.0~~$53.2 million. Pro forma net sales, for the six months ended June 29, 2014 as if the Grede Transaction had occurred on January 1, 2014, were $1,608.0 million and pro forma income before income taxes was $97.2 million.


	June 28, 2015		December 31, 2014
	(In thousands)
Doubtful accounts	$	1,270		1,488
Pricing accruals and anticipated customer deductions		5,945		4,781
Returns		1,898		1,753

	$	9,113		8,022


	March 29, 2015		December 31, 2014		June 28, 2015		December 31, 2014
	(In thousands)				(In thousands)
Raw materials	$	63,431		67,812	$	66,259		67,812
Work in process		70,674		69,929		68,045		69,929
Finished goods		59,314		67,048		56,687		67,048

Total inventories	$	193,419		204,789	$	190,991		204,789

Accumulated depreciation as of ~~March 29,~~June 28, 2015 and December 31, 2014 was ~~$315.8~~$356.2 million and $283.5 million, respectively.

In June 2015, the Company announced plans to close its Berlin, Wisconsin facility included within the Grede segment. The closure, which is primarily a result of the industrial market slowdown, is expected to be completed by the end of fiscal 2015. The Company recorded a $4.0 million asset impairment charge withincost of sales in conjunction with this announcement.

The carrying amounts and accumulated amortization of intangible assets were as follows:


	March 29, 2015						June 28, 2015
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In thousands)						(In thousands)
Customer relationships and platforms	$	745,200		(91,621)		653,579	$	745,200		(106,729	)		638,471
Other		126,483		(18,958)		107,525		126,543		(21,329	)		105,214

Total	$	871,683		(110,579)		761,104	$	871,743		(128,058	)		743,685


	December 31, 2014						December 31, 2014
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In thousands)						(In thousands)
Customer relationships and platforms	$	745,200		(76,514)		668,686	$	745,200		(76,514	)		668,686
Other		126,360		(16,589)		109,771		126,360		(16,589	)		109,771

Total	$	871,560		(93,103)		778,457	$	871,560		(93,103	)		778,457


	March 29, 2015			December 31, 2014			June 28, 2015			December 31, 2014
	(In thousands)						(In thousands)
Short-term debt:
Revolving lines of credit	$	—			—		$	—			—
Other short-term debt		2,011			1,572			1,530			1,572

Total short-term debt	$	2,011			1,572		$	1,530			1,572

Long-term debt:
Term loan facility	$	1,330,000			1,340,000		$	—			1,340,000
Senior notes		600,000			600,000
U.S. Dollar term loan								1,052,573			—
Euro term loan								251,235			—
Registered notes								600,000			600,000
Other long-term debt (various interest rates)		545			589			482			589

Total		1,930,545			1,940,589			1.904,290			1,940,589
Unamortized discount on term loans		(13,685	)		(6,579	)		(7,244	)		(6,579	)
Current maturities		(6,372	)		(13,700	)		(13,397	)		(13,700	)

Total long-term debt	$	1,910,488			1,920,310		$	1,883,649			1,920,310

In March 2015, the Company made a voluntary prepayment of $10.0 million on its term loan.

On May 8, 2015, the Company launched an offer to exchange notes registered with the SEC (the “Registered Notes”) for its existing senior notes that were not registered with the SEC. The Registered Notes have substantially identical terms as the senior notes. The exchange offer was made pursuant to a prospectus included in a Registration Statement on Form S-4 that was filed with the SEC on May 1, 2015, and declared effective by the SEC on May 8, 2015. The exchange offer was completed on June 8, 2015, and all outstanding original senior notes were tendered and exchanged for the Registered Notes.

On May 8, 2015, the Company amended its senior credit facilities to reduce the applicable interest rates on the term loan ~~facility.~~facility and to refinance its former U.S. Dollar denominated term loan with new U.S. Dollar and Euro denominated term loans as follows:

The above terms reduced the stated interest rate on our term loan facility by 0.5 percentage points. The Euro denominated tranche was issued at an original issuance discount of 0.5%, or $1.3 million. The Company also paid fees to third parties totaling $1.8 million, of which $1.6 million was expensed. All other terms on the senior credit facilities remain substantially unchanged.

On June 26, 2015, the Company made a $20.0 million voluntary prepayment on its U.S. Dollar term loan.

Accrued interest of ~~$26.4~~$12.4 million and $15.8 million as of ~~March 29,~~June 28, 2015, and December 31, 2014, was reflected inaccrued liabilities.

On March 10, 2015, our board of directors declared a dividend of $0.09 per share ~~payable~~which was paid on May 26, 2015, to stockholders of record as of May 12, 2015. ~~As of March 29, 2015, $6.1 million was reflected in~~~~accrued liabilities~~ ~~for the dividend declared.~~


	Quarter ended						Quarter Ended						Six Months Ended
	March 29, 2015			March 30, 2014			June 28, 2015			June 29, 2014			June 28, 2015			June 29, 2014
	(In thousands)						(In thousands)
Foreign currency gains	$	(4,995	)		(81	)
Foreign currency (gains) losses							$	(3,865	)		1,722			(8,860	)		1,641
Debt transaction expenses		—			1,068			1,640			1,769			1,640			2,836
Other		(140	)		68			849			(63	)		709			6

Other, net	$	(5,135	)		1,055		$	(1,376	)		3,428			(6,511	)		4,483

In August 2014, our board of directors approved an equity incentive plan (the “MPG Plan”) for officers, key employees and nonemployees. The MPG Plan permits the grant of equity awards to purchase up to 5.9 million shares of MPG common stock. All awards granted on or after August 4, 2014 were issued under the MPG Plan.

In March 2015, the Company granted restricted stock awards and restricted stock unit awards to certain employees and nonemployee directors (collectively, the “Restricted Shares”).


Vesting Terms	Number of Shares		Grant-date Fair Value		Number of Shares		Grant-date Fair Value
	(In thousands)				(In thousands)
1/3^rd per year on grant-date anniversary		305	$	18.90		305	$	18.90

The Restricted Shares are being expensed based on their grant-date fair value on a straight-line basis over the requisite service period for the entire award. The grant-date fair value was determined using the fair value of the Company’s common stock as of the grant date.

Changes in the number of Restricted Shares outstanding for the ~~quarter~~six months ended ~~March 29,~~June 28, 2015 were as follows:


	Number of Restricted Shares			Weighted Average Grant-date Fair Value		Number of Restricted Shares			Weighted Average Grant-date Fair Value
	(In thousands)					(In thousands)
Balance, December 31, 2014		847		$	15.00		847		$	15.00
Granted		305			18.90		305			18.90
Forfeited		(2	)		15.00		(14	)		15.96

Balance, March 29, 2015		1,150			16.04
Balance, June 28, 2015							1,138		$	16.03

In March 2015, the Company granted options to certain employees with the following terms:

The options are being expensed on their grant-date fair value of $9.03 per option on a straight-line basis over the requisite service period for the entire award. The grant-date fair value for the options was determined using a Black-Scholes valuation model based on the following weighted average assumptions:

The risk-free rate was determined based on U.S. Treasury yield curves of securities matching the expected term of the awards. The expected term was determined using the simplified method as the Company did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate an expected term. Expected volatility was estimated based on the historical volatility of comparable companies within our industry. The expected dividend yield was determined based on the expected annual dividend amount divided by the common stock price as of the grant date.

Changes in the number of options outstanding for the ~~quarter~~six months ended ~~March 29,~~June 28, 2015, were as follows:


	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value		Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value
	(In thousands)				(In years)		(In millions)		(In thousands)					(In years)		(In millions)
Balance, December 31, 2014		6,442	$	10.54		8.5				6,442		$	10.54		8.5
Granted		438		18.90		10.0				438			18.90		10.0
Forfeited										(32	)		8.58		8.0
Exercised										(43	)		4.26		7.5

Balance, March 29, 2015		6,880		11.07		8.3	$	51.6
Balance, June 28, 2015										6,805		$	11.13		8.1	$	54.3

Options exercisable, March 29, 2015		2,323		9.84		8.0		20.4
Options exercisable, June 28, 2015										2,374		$	10.34		7.8	$	21.1


	Quarter ended				Quarter Ended				Six Months Ended
	March 29, 2015		March 30, 2014		June 28, 2015		June 29, 2014		June 28, 2015		June 29, 2014
	(In thousands)				(In thousands)
Restricted shares	$	1,420		—	$	1,884		—		3,304		—
Options		1,917		1,292		2,311		3,321		4,228		4,613

Total	$	3,337		1,292	$	4,195		3,321		7,532		4,613

Tax benefit	$	1,158		410	$	1,015		1,255		2,192		1,582

Compensation expense associated with the outstanding stock-based awards was recognized withinselling, general and administrative ~~expense.~~expense. Total unrecognized compensation cost related to non-vested awards as of ~~March 29,~~June 28, 2015 was approximately ~~$44.1~~$39.6 million, and is expected to be recognized ratably over the remaining vesting terms.

The Company is required to adjust its effective tax rate each quarter based upon its estimated annual effective tax rate. The Company must also record the tax impact of certain discrete, unusual or infrequently occurring items, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. In addition, jurisdictions with a projected loss for the year or a year-to-date loss where no tax benefit can be recognized are excluded from the estimated annual effective tax rate.

Income tax expense ~~was $17.3 million~~ for the quarter ended ~~March 29,~~June 28, 2015 and ~~$10.5~~June 29, 2014 was $14.1 million and $9.4 million, respectively. Income tax expense for the ~~quarter~~six months ended ~~March 30, 2014.~~June 28, 2015 and June 29, 2014 was $31.5 million and $19.9 million, respectively. The effective income tax rate ~~was 34.7%~~ for the quarter ended ~~March 29,~~June 28, 2015 and ~~31.7%~~June 29, 2014 was 24.2% and 37.8%, respectively. The effective income tax rate for the six months ended June 28, 2015 and June 29, 2014 was 29.1% and 34.3%, respectively. Income tax expense for the quarter and six month period ended ~~March 30, 2014.~~June 28, 2015 includes a tax benefit of $3.1 million relating to the enactment of Senate Bill 441 in the state of Indiana, eliminating the throwback rule for calculating state income tax expense. Income tax expense for the quarter and six month period ended June 29, 2014 includes a tax expense of $1.3 million for establishing a valuation allowance against loss carryforwards of the Company’s Brazilian subsidiary, of which $0.9 million represents a discrete tax expense. Due to the history of losses at the entity, the Company concluded it was no longer more likely than not that the net deferred tax asset would be realized.

The effective tax rate for the ~~quarters~~periods ended ~~March 29,~~June 28, 2015 and ~~March 30,~~June 29, 2014 varies from statutory rates primarily due to income taxes on foreign earnings which are taxed at rates different from the U.S. statutory rate and other permanent items. Further, the Company’s current and future provision for income taxes may be impacted by the recognition of valuation allowances in certain countries.

The net expense recognized for the Company’s defined benefit pension plans was ~~as follows:~~$0.5 million and $0.3 million for the quarters ended June 28, 2015 and June 29, 2014, respectively, and $0.7 million for both the six months ended June 28, 2015 and June 29, 2014, respectively.

Various claims, lawsuits and administrative proceedings are pending or threatened against the Company or its subsidiaries, covering a wide range of matters that arise in the ordinary course of the Company’s business activities, primarily with respect to commercial, environmental and occupational and employment matters. Commercial disputes vary in nature and have historically been resolved by negotiations between the parties. Although the outcome of any of these matters cannot be predicted with certainty, the Company does not believe that any of these proceedings or matters in which the Company is currently involved will have a material adverse effect on the Company’s results of operations, financial position or cash flows.

In addition, the Company is conducting remediation actions at certain of its facilities. ~~A reserve~~An accrual estimate for each environmental matter is established using standard engineering cost estimating techniques on an undiscounted basis. In determining such costs, consideration is given to the professional judgment of Company environmental engineers. The Company believes any liability that may result from the resolution of environmental matters for which sufficient information is available to support these cost estimates will not have a material adverse effect on the Company’s results of operations, financial position or cash flows. The Company cannot predict the effect of compliance with environmental laws and regulations with respect to unknown environmental matters on the Company’s results of operations, financial position or cash flows or the possible effect of compliance with environmental requirements imposed in the future.


	March 29, 2015				December 31, 2014				June 28, 2015				December 31, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
	(In thousands)								(In thousands)
Senior notes	$	600,000		637,500		600,000		615,000
Registered notes									$	600,000		639,000		600,000		615,000
Term loan facility		1,323,628		1,333,325		1,333,421		1,343,350		—		—		1,333,421		1,343,350
U.S. Dollar term loan										1,046,560		1,052,574		—		—
Euro term loan										250,004		251,549		—		—

The fair values of the ~~senior notes~~Registered Notes and term loan facility were estimated using quoted market prices. As the markets for this debt isare not active, the debt is categorized as Level 2 within the fair value hierarchy.

The fair value of the Company’s other financial instruments, cash and cash equivalents, revolving lines of credit and other long-term debt, are estimated to equal their carrying values due to their nature.


	Quarter ended				Quarter Ended				Six Months Ended
	March 29, 2015		March 30, 2014		June 28, 2015		June 29, 2014		June 28, 2015		June 29, 2014
	(In thousands except per share amounts)				(In thousands except per share amounts)
Weighted-average shares outstanding
Basic shares		67,075		67,075		67,080		67,075		67,075		67,075
Equivalent shares for outstanding stock-based compensation awards		1,515		675
Equivalent shares for outstanding stock- based compensation awards						1,630		1,585		1,625		515

Diluted shares		68,590		67,750		68,710		68,660		68,700		67,590

Income attributable to stockholders	$	32,441		22,602
Basic EPS attributable to stockholders	$	0.48		0.34	$	0.66		0.23		1.14		0.57
Diluted EPS attributable to stockholders		0.47		0.33		0.64		0.22		1.11		0.56

HHI, Metaldyne and Grede were parties to management services ~~agreement~~agreements with American Securities. These agreements were terminated upon completion of the initial public offering of the Company’s common stock on December 12, 2014. Management fees and expenses totaling ~~$14.7~~$9.4 million and $10.7 million for the quarter and six months ended ~~March 30,~~June 29, 2014, respectively, were paid to American Securities under the agreements. There were no amounts due to American Securities as of ~~March 29,~~June 28, 2015 and December 31, 2014.

As of ~~March 29,~~June 28, 2015, affiliates of American Securities held 78.5% of the outstanding common stock of the Company.

The Company is organized and operated as three operating segments: the HHI segment, the Metaldyne segment and the Grede segment.


��	Quarter ended March 29, 2015
												Quarter Ended June 28, 2015
												External		Intersegment			Adjusted		Capital		Depreciation/
	External Sales		Intersegment Sales			Adjusted EBITDA		Capital Spending		Depreciation/ Amortization		Sales		Sales			EBITDA		Spending		Amortization
	(In thousands)											(In thousands)
HHI	$	244,060		2,305			46,792		21,317		18,783	$	262,105		2,137			59,316		15,267		19,643
Metaldyne		277,670		299			47,080		18,880		19,497		300,747		325			56,402		19,327		20,025
Grede		243,437		81			38,698		20,527		18,086		237,383		48			37,899		19,548		19,166
Elimination and other		—		(2,685	)		—		—		—		—		(2,510	)		—		91		—

Total	$	765,167		—			132,570		60,724		56,366	$	800,235		—			153,617		54,233		58,834


												Quarter Ended June 29, 2014
												External		Intersegment			Adjusted		Capital		Depreciation/
												Sales		Sales			EBITDA		Spending		Amortization
												(In thousands)
HHI												$	251,107		3,187			54,645		12,151		19,372
Metaldyne													309,323		153			56,231		12,750		23,539
Grede													80,973		—			12,073		2,384		4,882
Elimination and other													—		(3,340	)		—		—		—

Total												$	641,403		—			122,949		27,285		47,793


	Six Months Ended June 28, 2015
	External		Intersegment			Adjusted		Capital		Depreciation/
	Sales		Sales			EBITDA		Spending		Amortization
	(In thousands)
HHI	$	506,165		4,442			106,108		36,584		38,426
Metaldyne		578,417		624			103,482		38,207		39,522
Grede		480,820		129			76,597		40,075		37,252
Elimination and other		—		(5,195	)		—		91		—

Total	$	1,565,402		—			286,187		114,957		115,200


	Six Months Ended June 29, 2014
	External		Intersegment			Adjusted		Capital		Depreciation/
	Sales		Sales			EBITDA		Spending		Amortization
	(In thousands)
HHI	$	493,155		4,591			101,036		26,510		38,468
Metaldyne		607,734		399			109,549		29,179		47,183
Grede		80,973		—			12,073		2,384		4,882
Elimination and other		—		(4,990	)		—		—		—

Total	$	1,181,862		—			222,658		58,073		90,533

The reconciliation from the Company’s net income to Adjusted EBITDA was as follows:


	Quarter ended						Quarter Ended					Six Months Ended
	March 29, 2015			March 30, 2014			June 28, 2015			June 29, 2014		June 28, 2015			June 29, 2014
	(In thousands)						(In thousands)
Net income	$	32,576			22,696		$	44,190			15,460		76,766			38,156
Income tax expense		17,340			10,546			14,127			9,394		31,467			19,940
Interest expense, net		27,559			19,406			26,898			22,492		54,457			41,898
Depreciation and amortization		56,366			42,740			58,834			47,793		115,200			90,533
Gain on foreign currency		(4,995	)		(81	)
(Gain) loss on foreign currency								(3,865	)		1,722		(8,860	)		1,641
Loss on fixed assets		216			676			132			509		348			1,185
Loss on debt extinguishment		—			362			368			—		368			362
Debt transaction expenses		102			1,067			1,640			1,769		1,742			2,836
Stock-based compensation		3,337			1,292			4,195			3,321		7,532			4,613
Sponsor management fees		—			1,000			—			1,153		—			2,153
Non-recurring acquisition and purchase accounting items		(349	)		—			386			18,138		37			18,138
Non-recurring operational items		418			5			6,712			1,198		7,130			1,203

Adjusted EBITDA	$	132,570			99,709		$	153,617			122,949		286,187			222,658

Our ~~senior notes~~Registered Notes and outstanding balances under our senior credit facilities are guaranteed by all of the Company’s existing and future domestic subsidiaries (“Guarantor Subsidiaries”). All of the Guarantor Subsidiaries are 100% owned by Metaldyne Performance Group Inc. (“Parent”) and MPG Holdco I Inc., the Company’s wholly owned subsidiary (“Issuer”). The guarantee is full, unconditional, joint and several. The Company’s non-domestic subsidiaries (“Non-Guarantor Subsidiaries”) have not guaranteed the ~~senior notes~~Registered Notes or the senior credit facilities.

The accompanying supplemental condensed, consolidating financial information is presented using the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for the Company’s share in the subsidiaries’ cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarily to the elimination of investments in subsidiaries and associated intercompany balances and transactions.


	Parent		Issuer		Guarantor		Non-Guarantor		Eliminations			Consolidated		Parent			Issuer			Guarantor			Non-Guarantor			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	1		31,072		8,188		92,771					132,032	$	215			1,598			3,818			107,042			—			112,673
Receivables, net:
Trade		—		—		332,706		72,353		(1,687	)		403,372		—			—			317,453			71,862			(652	)		388,663
Other		—		—		54,534		21,686		(43,889	)		32,331		—			—			60,359			20,282			(49,576	)		31,065

Total receivables, net		—		—		387,240		94,039		(45,576	)		435,703		—			—			377,812			92,144			(50,228	)		419,728
Inventories		—		—		148,049		45,370		—			193,419		—			—			144,692			46,299			—			190,991
Deferred income taxes		—		—		8,560		2,509		—			11,069		—			—			8,560			3,477			—			12,037
Prepaid expenses		649		4,761		6,356		4,476		—			16,242		632			3,601			5,611			4,443			—			14,287
Other assets		—		—		6,015		6,756		—			12,771		—			—			5,638			8,984			—			14,622

Total current assets		650		35,833		564,408		245,921		(45,576	)		801,236		847			5,199			546,131			262,389			(50,228	)		764,338
Property and equipment, net		—		—		521,831		220,917		—			742,748		—			115			527,472			226,580			—			754,167
Goodwill		—		—		673,209		234,507		—			907,716		—			—			673,209			234,507			—			907,716
Amortizable intangible assets, net		—		—		602,690		158,414		—			761,104		—			—			589,006			154,679			—			743,685
Deferred income taxes, noncurrent		—		—		—		2,243		—			2,243		—			—			(164	)		2,377			—			2,213
Other assets		—		23,834		37,401		13,340		(34,727	)		39,848		—			24,007			37,358			13,269			(34,690	)		39,944
Intercompany receivables		26,429		1,862,585		—		—		(1,889,014	)		—		37,290			1,812,049			1,095			47			(1,851,111	)		—
Investment in subsidiaries		532,776		564,060		653,419		—		(1,750,255	)		—		581,049			628,149			670,120			—			(1,879,318	)		—

Total assets	$	559,855		2,486,312		3,052,958		875,342		(3,719,572	)		3,254,895	$	619,816			2,469,519			3,044,227			893,848			(3,815,347	)		3,212,063

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	—		1,403		214,724		93,542		(16,621	)		293,048	$	10			808			185,197			96,472			(18,694	)		263,793
Accrued compensation		—		1,038		28,826		14,362		—			44,226		—			2,094			28,630			15,947			—			46,671
Accrued liabilities		17,782		27,467		38,189		55,301		(29,042	)		109,697		(101	)		13,833			36,663			53,270			(31,584	)		72,081
Short-term debt		—		—		—		2,011		—			2,011		—			—			—			1,530			—			1,530
Current maturities, long-term debt and capital lease obligations		—		13,500		2,400		203		—			16,103		—			13,238			2,209			178			—			15,625

Total current liabilities		17,782		43,408		284,139		165,419		(45,663	)		465,085		(91	)		29,973			252,699			167,397			(50,278	)		399,700
Long-term debt, less current maturities		—		1,910,128		12,827		22,173		(34,640	)		1,910,488		—			1,883,326			12,827			22,136			(34,640	)		1,883,649
Capital lease obligations		—		—		22,818		37		—			22,855		—			—			22,330			20			—			22,350
Deferred income taxes		—		—		254,130		5,780		—			259,910		—			—			250,966			6,811			—			257,777
Other long-term liabilities		—		—		32,343		25,314		—			57,657		—			—			31,365			25,873			—			57,238
Intercompany payable		5,817		—		1,882,641		556		(1,889,014	)		—
Intercompany payables															31,269			(24,829	)		1,845,891			(1,220	)		(1,851,111	)		—

Total liabilities		23,599		1,953,536		2,488,898		219,279		(1,969,317	)		2,715,995		31,178			1,888,470			2,416,078			221,017			(1,936,029	)		2,620,714

Stockholders’ equity:
Total equity attributable to stockholders		536,256		532,776		564,060		653,419		(1,750,255	)		536,256		588,638			581,049			628,149			670,120			(1,879,318	)		588,638
Noncontrolling interest		—		—		—		2,644		—			2,644		—			—			—			2,711			—			2,711

Total stockholders’ equity		536,256		532,776		564,060		656,063		(1,750,255	)		538,900		588,638			581,049			628,149			672,831			(1,879,318	)		591,349

Total liabilities and stockholders’ equity	$	559,855		2,486,312		3,052,958		875,342		(3,719,572	)		3,254,895	$	619,816			2,469,519			3,044,227			893,848			(3,815,347	)		3,212,063


For the quarter ended March 29, 2015	Parent		Issuer			Guarantor			Non-Guarantor			Eliminations			Consolidated
																		Parent			Issuer			Guarantor			Non-Guarantor		Eliminations			Consolidated
For the quarter ended June 28, 2015
Net sales	$	—		—			611,616			182,765			(29,214	)		765,167		$	—			—			639,668			191,977		(31,410	)		800,235
Cost of sales		—		—			511,398			154,444			(29,214	)		636,628			—			—			530,420			159,162		(31,410	)		658,172

Gross profit		—		—			100,218			28,321			—			128,539			—			—			109,248			32,815		—			142,063
Selling, general and administrative expenses		—		—			45,805			10,394			—			56,199			—			—			46,400			11,456		—			57,856

Operating profit		—		—			54,413			17,927			—			72,340			—			—			62,848			21,359		—			84,207

Interest expense, net		—		26,133			(990	)		2,416			—			27,559			—			25,568			(1,118	)		2,448		—			26,898
Loss on debt extinguishment																			—			368			—			—		—			368
Other, net		—		—			(4,086	)		(1,049	)		—			(5,135	)		—			(2,419	)		(650	)		1,693		—			(1,376	)

Other expense, net		—		26,133			(5,076	)		1,367			—			22,424			—			(23,517	)		(1,768	)		4,141		—			25,890

Income (loss) before tax		—		(26,133	)		59,489			16,560			—			49,916			—			23,517			64,616			17,218		—			58,317
Income tax expense (benefit)		—		(8,306	)		19,045			6,601			—			17,340			—			(7,701	)		18,125			3,703		—			14,127

Income (loss) before from equity in subsidiaries		—		(17,827	)		40,444			9,959			—			32,576			—			(15,816	)		46,491			13,515		—			44,190
Earnings from equity in subsidiaries		32,441		50,268			9,824			—			(92,533	)		—			44,109			59,925			13,434			—		(117,468	)		—

Net income		32,441		32,441			50,268			9,959			(92,533	)		32,576			44,109			44,109			59,925			13,515		(117,468	)		44,190
Income attributable to noncontrolling interest		—		—			—			135			—			135			—			—			—			81		—			81

Net income attributable to stockholders	$	32,441		32,441			50,268			9,824			(92,533	)		32,441		$	44,109			44,109			59,925			13,434		(117,468	)		44,109


For the quarter ended March 30, 2014	Parent		Issuer			Guarantor			Non-Guarantor			Eliminations			Consolidated
For the quarter ended June 29, 2014
Net sales	$	—		—			401,140			168,856			(29,537	)		540,459		$	—			—			490,454			177,698		(26,749	)		641,403
Cost of sales		—		—			342,444			144,286			(29,537	)		457,193			—			—			412,875			151,098		(26,749	)		537,224

Gross profit		—		—			58,696			24,570			—			83,266			—			—			77,579			26,600		—			104,179
Selling, general and administrative expenses		—		—			21,343			7,858			—			29,201			750			—			31,205			8,404		—			40,359
Acquisition costs																			—			—			13,046			—		—			13,046

Operating profit		—		—			37,353			16,712			—			54,065			(750	)		—			33,328			18,196		—			50,774

Interest expense, net		—		—			17,099			2,307			—			19,406			—			—			19,967			2,525		—			22,492
Loss on debt extinguishment		—		—			362			—			—			362
Other, net		—		—			(3,380	)		4,435			—			1,055			—			—			(2,967	)		6,395		—			3,428

Other expense, net		—		—			14,081			6,742			—			20,823			—			—			17,000			8,920		—			25,920

Income before tax		—		—			23,272			9,970			—			33,242			(750	)		—			16,328			9,276		—			24,854
Income tax expense		—		—			8,566			1,980			—			10,546			(263	)		—			5,470			4,187		—			9,394

Income before from equity in subsidiaries		—		—			14,706			7,990			—			22,696			(487	)		—			10,858			5,089		—			15,460
Earnings from equity in subsidiaries		22,602		22,602			7,896			—			(53,100	)		—			15,870			15,870			5,012			—		(36,752	)		—

Net income		22,602		22,602			22,602			7,990			(53,100	)		22,696			15,383			15,870			15,870			5,089		(36,752	)		15,460
Income attributable to noncontrolling interest		—		—			—			94			—			94			—			—			—			77		—			77

Net income attributable to stockholders	$	22,602		22,602			22,602			7,896			(53,100	)		22,602		$	15,383			15,870			15,870			5,012		(36,752	)		15,383


	Parent			Issuer			Guarantor			Non-Guarantor			Eliminations			Consolidated
For the quarter ended March 29, 2015
																			Parent			Issuer			Guarantor			Non-Guarantor			Eliminations			Consolidated
For the quarter ended June 28, 2015
Net income	$	32,441			32,441			50,268			9,959			(92,533	)		32,576		$	44,109			44,109			59,925			13,515			(117,468	)		44,190
Other comprehensive loss, net of tax:
Other comprehensive income, net of tax:
Foreign currency translation		(15,731	)		(16,035	)		(16,035	)		(12,898	)		44,968			(15,731	)		3,948			3,992			3,992			3,252			(11,236	)		3,948

Comprehensive income (loss)		16,710			16,406			34,233			(2,939	)		(47,565	)		16,845
Comprehensive income																				48,057			48,101			63,917			16,767			(128,704	)		48,138
Less comprehensive income attributable to noncontrolling interest		—			—			—			145			—			145			—			—			—			67			—			67

Comprehensive income (loss) attributable to stockholders	$	16,710			16,406			34,233			(3,084	)		(47,565	)		16,700
Comprehensive income attributable to stockholders																			$	48,057			48,101			63,917			16,700			(128,704	)		48,071

For the quarter ended March 30, 2014
For the quarter ended June 29 , 2014
Net income																			$	15,383			15,870			15,870			5,089			(36,752	)		15,460
Other comprehensive income, net of tax:
Foreign currency translation																				2,577			2,577			2,577			2,227			(7,381	)		2,577

Comprehensive income																				17,960			18,447			18,447			7,316			(44,133	)		18,037
Less comprehensive income attributable to noncontrolling interest																				—			—			—			74			—			74

Comprehensive income attributable to stockholders																			$	17,960			18,447			18,447			7,242			(44,133	)		17,963

For the six months ended June 28, 2015
Net income	$	22,602			22,602			22,602			7,990			(53,100	)		22,696		$	76,550			76,550			110,193			23,474			(210,001	)		76,766
Other comprehensive loss, net of tax:
Foreign currency translation		(817	)		(817	)		(817	)		(360	)		1,994			(817	)		(11,783	)		(12,043	)		(12,043	)		(9,646	)		33,732			(11,783	)

Comprehensive income		21,785			21,785			21,785			7,630			(51,106	)		21,879			64,767			64,507			98,150			13,828			(176,269	)		64,983
Less comprehensive income attributable to noncontrolling interest		—			—			—			124			—			124			—			—			—			212			—			212

Comprehensive income attributable to stockholders	$	21,785			21,785			21,785			7,506			(51,106	)		21,755		$	64,767			64,507			98,150			13,616			(176,269	)		64,771

For the six months ended June 29, 2014
Net income																			$	37,985			38,472			38,472			13,079			(89,852	)		38,156
Other comprehensive income, net of tax:
Foreign currency translation																				1,760			1,760			1,760			1,867			(5,387	)		1,760

Comprehensive income																				39,745			40,232			40,232			14,946			(95,239	)		39,916
Less comprehensive income attributable to noncontrolling interest																				—			—			—			198			—			198

Comprehensive income attributable to stockholders																			$	39,745			40,232			40,232			14,748			(95,239	)		39,718


	Parent			Issuer			Guarantor			Non-Guarantor			Eliminations			Consolidated			Parent			Issuer			Guarantor			Non-Guarantor			Eliminations			Consolidated
For the quarter ended March 29, 2015
For the six months ended June 28, 2015
Cash flows from operating activities:
Net cash provided by (used for) operating activities	$	14,321			(7,167	)		35,038			10,402			—			52,594		$	6,751			(38,731	)		112,815			36,836			—			117,671

Cash flows from investing activities:
Capital expenditures		—			—			(46,376	)		(14,348	)		—			(60,724	)		—			(91	)		(90,864	)		(24,002	)		—			(114,957	)
Proceeds from sale of fixed assets		—			—			104			10			—			114			—			—			1,125			171			—			1,296
Capitalized patent costs		—			—			(123	)		—			—			(123	)		—			—			(182	)		—			—			(182	)
Intercompany activity		(14,213	)		(4,014	)		—			—			18,227			—			(253	)		21,691			—			—			(21,438	)		—

Net cash used for investing activities		(14,213	)		(4,014	)		(46,395	)		(14,338	)		18,227	��		(60,733	)
Net cash (used for) provided by investing activities																				(253	)		21,600			(89,921	)		(23,831	)		(21,438	)		(113,843	)

Cash flows from financing activities:
Dividends																				(6,035	)		—			—			—			—			(6,035	)
Stock-based compensation activity, net																				(141	)		—			—			—			—			(141	)
Borrowings of revolving lines of credit																				—			14,300			—			—			—			14,300
Repayments of revolving lines of credit																				—			(14,300	)		(268	)		—			—			(14,568	)
Proceeds from long-term debt																				—			1,326,625			—			—			—			1,326,625
Payments on long-term debt		—			(10,000	)		(154	)		—			—			(10,154	)		—			(1,360,000	)		(154	)		—			—			(1,360,154	)
Other debt, net		—			—			(1,154	)		650			—			(504	)		—			—			(1,667	)		119			—			(1,548	)
Payment of debt issue costs																				—			(149	)		—			—			—			(149	)
Payment of offering related costs		(108	)		—			—			—			—			(108	)		(108	)		—			—			—			—			(108	)
Intercompany activity		—			—			17,671			556			(18,227	)		—			—			—			(20,169	)		(1,269	)		21,438			—

Net cash provided by (used for) financing activities		(108	)		(10,000	)		16,363			1,206			(18,227	)		(10,766	)
Net cash used for financing activities																				(6,284	)		(33,524	)		(22,258	)		(1,150	)		21,438			(41,778	)
Effect of exchange rates on cash		—			—			—			(5,561	)		—			(5,561	)		—			—			—			(5,875	)		—			(5,875	)

Net increase (decrease) in cash and cash equivalents	$	—			(21,181	)		5,006			(8,291	)		—			(24,466	)	$	214			(50,655	)		636			5,980			—			(43,825	)

Cash and cash equivalents:
Cash and cash equivalents, beginning of period	$	1			52,253			3,182			101,062			—			156,498		$	1			52,253			3,182			101,062			—			156,498
Net increase (decrease) in cash and cash equivalents		—			(21,181	)		5,006			(8,291	)		—			(24,466	)		214			(50,655	)		636			5,980			—			(43,825	)

Cash and cash equivalents, end of period	$	1			31,072			8,188			92,771			—			132,032		$	215			1,598			3,818			107,042			—			112,673

For the quarter ended March 30, 2014
For the six months ended June 29, 2014
Cash flows from operating activities:
Net cash provided by operating activities	$	—			—			36,129			16,831			—			52,960		$	263			—			55,793			55,602			—			111,658

Cash flows from investing activities:
Capital expenditures		—			—			(22,864	)		(7,924	)		��			(30,788	)		—			—			(43,861	)		(14,212	)		—			(58,073	)
Proceeds from sale of fixed assets		—			—			106			1			—			107			—			—			258			13			—			271
Capitalized patent costs		—			—			(95	)		—			—			(95	)		—			—			(165	)		—			—			(165	)
Grede Transaction, net of cash acquired																				—			—			(812,578	)		(17,078	)		—			(829,656	)
Intercompany activity																				(263	)		—			—			—			263			—

Net cash used for investing activities		—			—			(22,853	)		(7,923	)		—			(30,776	)		(263	)		—			(856,346	)		(31,277	)		263			(887,623	)

Cash flows from financing activities:
Dividends																				—			—			(111,259	)		—			—			(111,259	)
Other stock activity																				—			—			(2,449	)		—			—			(2,449	)
Proceeds from stock issuance																				—			—			242,885			15,668			—			258,553
Borrowings of revolving lines of credit		—			—			89,800			—			—			89,800			—			—			238,597			—			—			238,597
Repayments of revolving lines of credit		—			—			(95,900	)		—			—			(95,900	)		—			—			(228,200	)		(2,300	)		—			(230,500	)
Principal payments of long-term debt		—			—			(579	)		—			—			(579	)
Proceeds from long-term debt																				—			—			715,000			—			—			715,000
Payments on long-term debt																				—			—			(10,974	)		—			—			(10,974	)
Other debt, net		—			—			(1,790	)		260			—			(1,530	)		—			—			(3,653	)		(113	)		—			(3,766	)
Other stock activity		—			—			325			—			—			325
Payment of debt issue costs																				—			—			(20,231	)		—			—			(20,231	)
Intercompany activity																				—			—			1,976			(1,713	)		(263	)		—

Net cash provided by (used for) financing activities		—			—			(8,144	)		260			—			(7,884	)
Net cash provided by financing activities																				—			—			821,692			11,542			(263	)		832,971
Effect of exchange rates on cash		—			—			—			(432	)		—			(432	)		—			—			—			828			—			828

Net increase in cash and cash equivalents	$	—			—			5,132			8,736			—			13,868		$	—			—			21,139			36,695			—			57,834

Cash and cash equivalents:
Cash and cash equivalents, beginning of period	$	—			—			720			67,504			—			68,224		$	—			—			720			67,504			—			68,224
Net increase in cash and cash equivalents		—			—			5,132			8,736			—			13,868			—			—			21,139			36,695			—			57,834

Cash and cash equivalents, end of period	$	—			—			5,852			76,240			—			82,092		$	—			—			21,859			104,199			—			126,058

On ~~May 8,~~July 29, 2015 ~~the Company launched an offer~~our board of directors declared a dividend of $0.09 per share. The dividend is payable August 31, 2015 to exchange notes registered (the “Registered Notes”) with the Securities and Exchange Commission (“SEC”) for its existing senior notes that are not registered with the SEC. The Registered Notes have substantially identical termsstockholders of record as the senior notes. The exchange offer was made pursuant to a prospectus included in a Registration Statement on Form S-4 that was filed with the SEC on May 1, 2015 and declared effective by the SEC on May 8,of August 17, 2015.

On May 8, 2015, the Company amended its senior credit facilities to reduce the applicable interest rates on our term loan facility and to refinance our former U.S. Dollar denominated term loan with new U.S. Dollar and Euro dominated term loans as follows:

The above terms reduced the stated interest rate on our term loan facility by 50 basis points. The Euro denominated tranche was issued at an original issuance discount of 50 basis points, or $1.3 million. The Company also incurred estimated debt issuance fees of approximately $1.7 million. All other terms on the senior credit facilities remain substantially unchanged.

~~ITEM 2.~~

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with Management’s Discussion and Analysis of Financial Conditions and Results of Operations included in our Annual Report for the year ended December 31, 2014 as filed on March 16, 2015 with the Securities and Exchange Commission (“SEC”) and the ~~Notes~~notes to our Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

This Quarterly Report on Form 10-Q (“Form 10-Q”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We may also make forward-looking statements in other reports filed with the SEC, in materials delivered to stockholders, and in press releases. In addition, our representatives may from time to time make oral forward-looking statements.

All statements other than statements of historical fact or relating to present facts or current conditions included in this Form 10-Q are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “will,” “project,” “plan,” “intend,” “believe,” “may,” “should,” “could,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

The forward-looking statements contained in this Form 10-Q are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this Form 10-Q, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under or incorporated in “Item 1A. Risk Factors” and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.

Any forward-looking statement made by us in this Form 10-Q speaks only as of the date on which we make it. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

We are a leading provider of highly-engineered components for use in ~~Powertrain~~powertrain and ~~Safety-Critical Platforms~~safety-critical applications for the global light, commercial and industrial vehicle markets. We produce these components using complex metal-forming manufacturing technologies and processes for a global customer base of vehicle ~~OEMs~~original equipment manufacturers and ~~Tier I~~tier 1 suppliers. We are headquartered in Plymouth, Michigan, and our manufacturing is conducted in 56 production facilities located throughout North and South America, Europe and Asia.

We are organized in, operate and report our results of operations for three segments:

We allocate the corporate costs of MPG equally among the three segments due to their similar size and nature of the costs, unless a cost is specific to a certain segment.

Quarter Ended ~~March 29,~~June 28, 2015 compared to Quarter Ended ~~March 30,~~June 29, 2014

The following table sets forth our statement of operations for the periods presented.


	Quarter Ended					Quarter Ended
	March 29, 2015			March 30, 2014		June 28, 2015			June 29, 2014
	(In millions)					(In millions)
Net sales	$	765.2			540.5	$	800.2			641.3
Cost of sales		636.7			457.2		658.1			537.2

Gross profit		128.5			83.3		142.1			104.1
Selling, general and administrative expenses		56.2			29.2		57.8			40.4
Acquisition costs							—			13.0

Operating income		72.3			54.1		84.3			50.7
Interest expense, net		27.6			19.4		26.9			22.6
Loss on debt extinguishment		—			0.3		0.4			—
Other, net		(5.2	)		1.2		(1.3	)		3.2

Income before taxes		49.9			33.2		58.3			24.9
Income tax provision		17.3			10.5		14.2			9.4

Net income		32.6			22.7		44.1			15.5
Income attributable to noncontrolling interests		0.2			0.1		—			0.1

Net income attributable to stockholders	$	32.4			22.6	$	44.1			15.4

~~Results~~The quarter ended June 28, 2015 includes three months of results for our Grede segment. The quarter ended June 29, 2014 only includes one month of results for our Grede segment ~~are included in the quarter ended March 29, 2015 and excluded from the quarter ended March 30, 2014,~~ as ~~the latter period precedes~~ the Grede Transaction ~~which~~ occurred in June 2014.

Net sales were ~~$765.2~~$800.2 million for the quarter ended ~~March 29,~~June 28, 2015 as compared to ~~$540.5~~$641.3 million for the quarter ended ~~March 30,~~June 29, 2014, an increase of ~~$224.7~~$158.9 million. This increase was primarily driven by the ~~inclusion~~impact of the additional two months of Grede segment results of ~~$243.4~~$165.1 million and increased volumes partially offset by foreign currency movements of ~~$18.4~~$20.9 million and lower raw material surcharge pass-through of ~~$4.9 million and net price decreases.~~$14.6 million.

The following table sets forth our net sales by segment for the quarters ended ~~March 29,~~June 28, 2015 and ~~March 30,~~June 29, 2014:

The increase in HHI net sales was primarily attributable to increased volumes due to higher North American light vehicle production levels and net price increases partially offset by lower raw material surcharge ~~pass-through and net price decreases.~~pass-through.

The decrease in Metaldyne net sales was primarily attributable to foreign currency movements, net price decreases and lower raw material ~~pass-through.~~pass-through partially offset by increased volumes due to higher North American and European light vehicle production levels.

The increase in Grede net sales was primarily attributable to the additional two months of results included in the quarter ended June 28, 2015.

Cost of sales was ~~$636.7~~$658.1 million for the ~~three months~~quarter ended ~~March 29,~~June 28, 2015 as compared to ~~$457.2~~$537.2 million for the ~~three months~~quarter ended ~~March 30,~~June 29, 2014, an increase of ~~$179.5~~$120.9 million. This increase was primarily driven by the ~~inclusion~~impact of the additional two months of Grede segment results of ~~$199.9~~$137.7 million, ~~lower-scrap~~lower scrap sales and ~~increased volumes,~~higher wages, benefits and utilities. These increases were partially offset by foreign currency movements of ~~$16.0~~$18.7 million, lower ~~depreciation,~~raw material surcharge pass-through of $15.0 million, net manufacturing cost reductions and lower ~~raw material surcharge pass-through of $2.9 million.~~depreciation.

The following table sets forth our cost of sales by segment for the quarters ended ~~March 29,~~June 28, 2015 and ~~March 30,~~June 29, 2014:


	Quarter Ended				Increase			Percent			Quarter Ended				Increase			Percent
	March 29, 2015		March 30, 2014		(Decrease)			Change			June 28, 2015		June 29, 2014		(Decrease)			Change
			(In millions)								(In millions)
HHI segment	$	201.7		202.7		(1.0	)		(0.5	)%	$	208.5		204.7		3.8			1.9	%
Metaldyne segment		235.1		254.5		(19.4	)		(7.6	)%		248.3		261.3		(13.0	)		(5.0	%)
Grede segment		199.9		—		199.9				*		201.3		71.2		130.1

Total	$	636.7		457.2		179.5				*	$	658.1		537.2		120.9

HHI cost of sales ~~remained relatively flat as~~is primarily due to increased volumes, ~~and~~ lower scrap sales ~~were~~and higher wages, benefits and utilities partially offset by lower raw material surcharge pass-through and net manufacturing cost ~~savings primarily driven by operational improvement initiatives.~~savings.

The decrease in Metaldyne cost of sales was primarily attributable to foreign currency movements, lower depreciation and ~~lower depreciation.~~raw material surcharge pass-through partially offset by increased volumes and higher wages, benefits and utilities.

The increase in Grede cost of sales was primarily attributable to the additional two months of results included in the quarter ended June 28, 2015.

Gross profit was ~~$128.5~~$142.1 million for the quarter ended ~~March 29,~~June 28, 2015 as compared to ~~$83.3~~$104.1 million for the quarter ended ~~March 30,~~June 29, 2014, an increase of ~~$45.2~~$38.0 million. This increase was primarily driven by the ~~inclusion~~impact of the additional two months of Grede segment results of ~~$43.5~~$27.4 million, ~~lower depreciation,~~increased volumes, net manufacturing cost reductions and ~~increased volumes.~~lower depreciation. These increases were partially offset by lower scrap sales of ~~$2.5~~$3.1 million ~~and the timing of raw material surcharge pass-through of $2.0 million, both~~ primarily driven by the decline in the scrap metal market, in addition to the factors discussed above.

The following table sets forth our gross profit by segment for the quarters ended ~~March 29,~~June 28, 2015 and ~~March 30,~~June 29, 2014:

The increase in HHI gross profit was primarily attributable to increased sales volumes, ~~and~~net manufacturing cost savings ~~mainly driven by operational improvement initiatives.~~and net price increases. These increases were partially offset by ~~the timing of raw material surcharge pass-through,~~ lower scrap sales and ~~net price decreases.~~higher wages, benefits and utilities.

The ~~decrease~~increase in Metaldyne gross profit was primarily attributable to increased sales volumes and lower depreciation, partially offset by foreign currency movements, ~~and~~ net price decreases ~~partially offset by lower depreciation.~~and higher wages, benefits and utilities.

The increase in Grede gross profit was primarily attributable to the additional two months of results included in the quarter ended June 28, 2015.

Operating income was ~~$72.3~~$84.3 million for the ~~three months~~quarter ended ~~March 29,~~June 28, 2015 as compared to ~~$54.1~~$50.7 million for the ~~three months~~quarter ended ~~March 30,~~June 29, 2014, an increase of ~~$18.2~~$33.6 million. ~~The~~This increase was primarily driven by the ~~inclusion~~impact of $13.0 million of acquisition related costs incurred in June 2014 resulting from the Grede acquisition, the additional two months of Grede segment results of ~~$19.5~~$11.2 million in the quarter ended June 28, 2015 and the increase in gross profit due to the factors discussed ~~above,~~above. These increases were partially offset by ~~higher stock-based compensation and~~ additional costs associated with being a public company, including higher professional fees.

The following table sets forth our operating income by segment for the quarters ended ~~March 29,~~June 28, 2015 and ~~March 30,~~June 29, 2014:


	Quarter Ended				Increase			Percent			Quarter Ended					Increase		Percent
	March 29, 2015		March 30, 2014		(Decrease)			Change			June 28, 2015		June 29, 2014			(Decrease)		Change
			(In millions)								(In millions)
HHI segment	$	26.5		25.8		0.7			2.7	%	$	38.0		30.8			7.2		23.4	%
Metaldyne segment		26.3		28.3		(2.0	)		(7.1	)%		34.5		30.7			3.8		12.4	%
Grede segment		19.5		—		19.5				*		11.8		(10.8	)		22.6

Total	$	72.3		54.1		18.2				*	$	84.3		50.7			33.6

The ~~slight~~ increase in HHI operating income was primarily attributable to the increase in gross profit and decrease in stock-based compensation, partially offset by higher professional fees.

The increase in Metaldyne operating income was primarily attributable to the increase in gross profit partially offset by increased stock-based compensation and higher professional fees.

The ~~decrease~~increase in ~~Metaldyne~~Grede operating income was primarily attributable to the ~~decrease~~additional two months of results included in ~~gross profit, increased stock-based compensation and higher professional fees.~~the quarter ended June 28, 2015.

Interest expense, net was ~~$27.6~~$26.9 million for the quarter ended ~~March 29,~~June 28, 2015 as compared to ~~$19.4~~$22.6 million for the quarter ended ~~March 30,~~June 29, 2014, an increase of ~~$8.2~~$4.3 million. The increase in interest expense, net reflected higher average outstanding borrowings including the additional debt associated with the Grede Transaction in June 2014, ~~and~~ increased indebtedness used to fund the return of capital to our stockholders, ~~partially offset by lower~~and higher overall interest rates due to ~~refinancing activities during~~the issuance of our Registered Notes in the fourth quarter of 2014.

Other, net was ~~$5.2~~$1.3 million of income for the quarter ended ~~March 29,~~June 28, 2015 as compared to expense of ~~$1.2~~$3.2 million for the quarter ended ~~March 30,~~June 29, 2014, a favorable change of ~~$6.4~~$4.5 million. The change in other, net was primarily due to a ~~$4.9~~$5.6 million increase in foreign currency transaction gains.

The income tax provision for the ~~three months~~quarter ended ~~March~~June 28, 2015 was $14.2 million as compared to $9.4 million for the quarter ended June 29, ~~2015 and March 30, 2014 was $17.3 million and $10.5 million, respectively.~~2014. The ~~$6.8~~$4.8 million increase was primarily attributable to higher income before taxes due to the factors discussed above, ~~and~~partially offset by a ~~higher~~lower effective tax rate. Our effective tax rate ~~increased~~decreased year over year primarily due to a $3.1 million tax benefit that was recorded in the ~~inclusion~~quarter ended June 28, 2015, relating to the enactment of ~~Grede~~Senate Bill 441 in the state of Indiana, eliminating the throwback rule for calculating state income tax expense. In addition, income tax expense for the quarter ended June 29, 2014 included a tax expense of $1.3 million for establishing a valuation allowance against loss carryforwards of our ~~2015 effective~~Brazilian subsidiary, of which $0.9 million represents a discrete tax ~~rate calculation. The significance of Grede’s U.S. operations and the applicable federal tax rate contribute to a higher overall effective tax rate.~~expense. Our effective tax rate for the ~~three months~~quarter ended ~~March 29,~~June 28, 2015 and ~~March 30,~~June 29, 2014 was ~~34.7%~~24.2% and ~~31.7%~~37.8%, respectively.

Net income attributable to stockholders was ~~$32.4~~$44.1 million, or ~~4.2%~~5.5% of net sales for the ~~three months~~quarter ended ~~March 29,~~June 28, 2015, as compared to ~~$22.6~~$15.4 million, or ~~4.2%~~2.4% of net sales for the ~~three months~~quarter ended ~~March 30,~~June 29, 2014, an increase of ~~$9.8~~$28.7 million. The increase was primarily attributable to the factors discussed above.

Management’s assessment of performance includes an evaluation of Adjusted EBITDA. The following table sets forth Adjusted EBITDA by segment.


	Quarter Ended				Quarter Ended
	March 29, 2015		March 30, 2014		June 28, 2015		June 29, 2014
	(In millions)				(In millions)
Adjusted EBITDA
HHI segment	$	46.8		46.4	$	59.3		54.6
Metaldyne segment		47.1		53.3		56.4		56.3
Grede segment		38.7		—		37.9		12.1

Total	$	132.6		99.7	$	153.6		123.0

The following table sets forth the reconciliation between Adjusted EBITDA and net income, the most directly comparable GAAP measure:


	Quarter Ended						Quarter Ended
	March 29, 2015			March 30, 2014			June 28, 2015			June 29, 2014
	(In millions)						(In millions)
Net income	$	32.6			22.7		$	44.1			15.5
Income tax expense		17.3			10.5			14.2			9.4
Interest expense, net		27.6			19.4			26.9			22.6
Depreciation and amortization		56.4			42.7			58.8			47.8
Gain on foreign currency		(5.0	)		(0.1	)
(Gain) loss on foreign currency								(3.9	)		1.8
Loss on fixed assets		0.2			0.7			0.2			0.5
Loss on debt extinguishment		—			0.3			0.4			—
Debt transaction expenses		0.1			1.2			1.6			1.6
Stock-based compensation		3.3			1.3			4.2			3.3
Sponsor management fees		—			1.0			—			1.2
Non-recurring acquisition and purchase accounting related items		(0.3	)		—			0.4			18.1
Non-recurring operational items		0.4			—			6.7			1.2

Adjusted EBITDA	$	132.6			99.7		$	153.6			123.0

EBITDA is calculated as net income before interest expense, income tax expense (benefit) and depreciation and amortization. Adjusted EBITDA is calculated as EBITDA adjusted for:

Adjusted EBITDA eliminates the effects of items that we do not consider indicative of our core operating performance. Adjusted EBITDA is a supplemental measure of operating performance that does not represent and should not be considered as alternatives to net income, as determined under GAAP, and our calculation of Adjusted EBITDA may not be comparable to those reported by other companies.

Management believes the inclusion of the adjustments to Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future. By providing this non-GAAP financial measure, together with a reconciliation to GAAP results, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives. We believe Adjusted EBITDA is used by investors as supplemental measures to evaluate the overall operating performance of companies in our industry.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:

To address these limitations, we reconcile Adjusted EBITDA to the most directly comparable GAAP measure, net income. Further, we also review GAAP measures and evaluate individual measures that are not included in Adjusted EBITDA.

The following table sets forth our statement of operations for the periods presented.

Net sales were $1,565.4 million for the six months ended June 28, 2015 as compared to $1,181.8 million for the six months ended June 29, 2014, an increase of $383.6 million. This increase was primarily driven by the impact of the additional five months of Grede segment results of $408.6 million and increased volumes partially offset by foreign currency movements of $39.3 million, lower raw material surcharge pass-through of $19.5 million and net price decreases.

The following table sets forth our net sales by segment for the six months ended June 28, 2015 and June 29, 2014:

The increase in HHI net sales was primarily attributable to increased volumes due to higher North American light vehicle production levels partially offset by lower raw material surcharge pass-through.

The decrease in Metaldyne net sales was primarily attributable to foreign currency movements, net price decreases and lower raw material pass-through partially offset by increased volumes due to higher North American and European light vehicle production levels.

The increase in Grede net sales was primarily attributable to the additional five months of results included in the six months ended June 28, 2015.

Cost of sales was $1,294.8 million for the six months ended June 28, 2015 as compared to $994.4 million for the six months ended June 29, 2014, an increase of $300.4 million. This increase was primarily driven by the impact of the additional five months of Grede segment results of $337.6 million, lower scrap sales and higher wages, benefits and utilities. These increases were partially offset by foreign currency movements of $34.7 million, lower raw material surcharge pass-through of $17.9 million, net manufacturing cost reductions and lower depreciation.

The following table sets forth our cost of sales by segment for the six months ended June 28, 2015 and June 29, 2014:

The increase in HHI cost of sales is primarily due to increased volumes, lower scrap sales and higher wages, benefits and utilities partially offset by lower raw material surcharge pass-through and net manufacturing cost savings.

The decrease in Metaldyne cost of sales was primarily attributable to foreign currency movements, lower depreciation and raw material surcharge pass-through partially offset by increased volumes and higher wages, benefits and utilities.

The increase in Grede cost of sales was primarily attributable to the additional five months of results included in the six months ended June 28, 2015.

Gross profit was $270.6 million for the six months ended June 28, 2015 as compared to $187.4 million for the six months ended June 29, 2014, an increase of $83.2 million. This increase was primarily driven by the impact of the additional five months of Grede segment results of $70.9 million, increased volumes, net manufacturing cost reductions and lower depreciation. These increases were partially offset by lower scrap sales of $5.8 million and the timing of raw material surcharge pass-through both primarily driven by the decline in the scrap metal market, in addition to the factors discussed above.

The following table sets forth our gross profit by segment for the six months ended June 28, 2015 and June 29, 2014:

The increase in HHI gross profit was primarily attributable to increased sales volumes and manufacturing cost savings partially offset by lower scrap sales, the timing of raw material surcharge pass-through, and increased wages, benefits and utilities.

The increase in Metaldyne gross profit was primarily attributable to lower depreciation and increased sales volumes partially offset by net price decreases, foreign currency movements and higher, wages and utilities.

The increase in Grede gross profit was primarily attributable to the additional five months of results included in the six months ended June 28, 2015.

Operating income was $156.6 million for the six months ended June 28, 2015 as compared to $104.8 million for the six months ended June 29, 2014, an increase of $51.8 million. This increase was primarily driven by the impact of the additional five months of Grede segment results of $30.6 million, $13.0 million of acquisition related costs incurred in June 2014 resulting from the Grede acquisition, and the increase in gross profit due to the factors discussed above. These increases were partially offset by higher stock-based compensation and additional costs associated with being a public company, including higher professional fees.

The following table sets forth our operating income by segment for the six months ended June 28, 2015 and June 29, 2014:

The increase in HHI operating income was primarily attributable to the increase in gross profit partially offset by higher professional fees.

The decrease in Metaldyne operating income was primarily attributable to the increase in gross profit partially offset by increased stock-based compensation and higher professional fees.

The increase in Grede operating income was primarily attributable to the additional five months of results included in the six months ended June 28, 2015.

Interest expense, net was $54.5 million for the six months ended June 28, 2015 as compared to $42.0 million for the six months ended June 29, 2014, an increase of $12.5 million. The increase in interest expense, net reflected higher average outstanding borrowings including the additional debt associated with the Grede Transaction in June 2014, increased indebtedness used to fund the return of capital to our stockholders, and higher overall interest rates due to the issuance of our Registered Notes in the fourth quarter of 2014, partially offset by lower amortization of debt issue costs.

Other, net was $6.5 million of income for the six months ended June 28, 2015 as compared to expense of $4.4 million for the six months ended June 29, 2014, a favorable change of $10.9 million. The change in other, net was primarily due to a $10.5 million increase in foreign currency transaction gains.

The income tax provision for the six months ended June 28, 2015 and June 29, 2014 was $31.5 million and $19.9 million, respectively. The $11.6 million increase was primarily attributable to higher income before taxes due to the factors discussed above, partially offset by a lower effective tax rate. Our effective tax rate decreased year over year primarily due to a $3.1 million tax benefit that was recorded in the six months ended June 28, 2015, relating to the enactment of Senate Bill 441 in the state of Indiana, eliminating the throwback rule for calculating state income tax expense. In addition, income tax expense for the six months ended June 29, 2014 included a tax expense of $1.3 million for establishing a valuation allowance against loss carryforwards of our Brazilian subsidiary, of which $0.9 million represents a discrete tax expense. Our effective tax rate for the six months ended June 28, 2015 and June 29, 2014 was 29.1% and 34.3%, respectively.

Net income attributable to stockholders was $76.5 million, or 4.9% of net sales for the six months ended June 28, 2015, as compared to $38.0 million, or 3.2% of net sales for the six months ended June 29, 2014, an increase of $38.5 million. The increase was primarily attributable to the factors discussed above.

Management’s assessment of performance includes an evaluation of Adjusted EBITDA. The following table sets forth Adjusted EBITDA by segment.

The following table sets forth the reconciliation between Adjusted EBITDA and net income, the most directly comparable GAAP measure:

As of ~~March 29,~~June 28, 2015, we had cash and cash equivalents of ~~$132.0~~$112.7 million and total indebtedness, inclusive of capitalized lease obligations, of ~~$1,951.5~~$1,923.2 million. We also have access to additional liquidity pursuant to the terms of our revolving credit facility. As of ~~March 29,~~June 28, 2015, $235.1 million was available on our revolving credit facility after giving effect to letters of credit of $14.9 million.

~~In March 2015, our board of directors authorized and the Company made a voluntary prepayment of $10.0 million on our term loan facility.~~

On March 10, 2015, our board of directors declared a dividend of $0.09 per share for which $6.1 million was accrued as of March 29, 2015. The dividend is payable on May 26, 2015 to stockholders of record as of May 12, 2015.

~~The Company has been assigned the following credit ratings and outlook by Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Rating Services (“S&P”):~~

As of ~~March 29,~~June 28, 2015, ~~$87.1~~$97.5 million of cash and cash equivalents were held by certain foreign subsidiaries whose earnings are reinvested indefinitely. We make this assertion based on the operational and investing needs of the foreign locations and our ability to fund our U.S. operations and obligations from domestic cash flow and capital resources. Based on this assertion, no provision has been made for U.S. income taxes, which would be assessed upon repatriation of the foreign earnings.

The Company has been assigned the following credit ratings and outlook by Moody’s Investors Service (“Moody’s”) and Standard & Poor’s Rating Services (“S&P”):

In March 2015, our board of directors authorized and the Company made a voluntary prepayment of $10.0 million on our term loan facility.

On May 8, 2015, the Company amended and restated its senior credit facilities to reduce the applicable interest rates on our term loan facility and to convert a portion of the liability from U.S. Dollar denominated debt to Euro denominated debt.


	Principal		Interest Rate
	(In thousands)
U.S. Dollar denominated	$	1,072,574	Libor, bearing a 1% floor, plus an applicable margin of 2.75%
Euro denominated (€225,000)		255,328	Euribor, bearing a 1% floor, plus an applicable margin of 2.75%

Total	$	1,327,902

The above terms reduced the stated interest rate on our term loan facility by 0.5 percentage points. The Euro denominated tranche was issued at an original issuance discount of 0.5%, or $1.3 million. The Company also paid fees to third parties totaling $1.8 million. All other terms on the senior credit facilities remain substantially unchanged.

In June 2015, the board of directors authorized and the Company made a voluntary prepayment of $20.0 million on our U.S. Dollar denominated term loan.

Included in our total indebtedness are senior notes with an aggregate principal amount of $600.0 million (the “Senior Notes”). ~~On May 8,~~In June 2015, the Company ~~launched~~completed an offer to exchange notes registered with the SEC (the “Registered Notes”) for its ~~existing~~original senior notes that ~~are~~were not registered with the SEC. The Registered Notes have substantially identical terms as the senior notes. The exchange offer was made pursuant to a prospectus included in a Registration Statement on Form S-4 that was filed with the SEC on May 1, 2015 and declared effective by the SEC on May 8, 2015.

~~On May~~ As of the exchange offer expiration on June 8, 2015, all of the ~~Company amended its~~outstanding original senior ~~credit facilities~~notes were tendered and exchanged for Registered Notes.

On March 10, 2015, our board of directors declared a dividend of $0.09 per share. The dividend was paid on May 26, 2015 to ~~reduce the applicable interest rates on~~stockholders of record as of May 12, 2015.

On July 29, 2015 our ~~term loan facility and~~board of directors declared a dividend of $0.09 per share. The dividend is payable August 31, 2015 to ~~refinance our former U.S. Dollar denominated term loan with new U.S. Dollar and Euro denominated term loans~~stockholders of record as ~~follows:~~

~~The above terms reduced the stated interest rate on our term loan facility by 50 basis points. The Euro denominated tranche was issued at an original issuance discount~~ of ~~50 basis points, or $1.3 million. The Company also incurred estimated debt issuance fees of approximately $1.7 million. All other terms on the senior credit facilities remain substantially unchanged.~~August 17, 2015.

The following tables provide a summary of cash flows from operating, investing and financing activities for the periods presented:


	Quarter Ended						Six Months Ended
	March 29, 2015			March 30, 2014			June 28, 2015			June 29, 2014
	(In millions)						(In millions)
Cash flows from operating activities	$	52.6			53.0		$	117.7			111.6
Cash flows from investing activities		(60.7	)		(30.8	)		(113.8	)		(887.6	)
Cash flows from financing activities		(10.8	)		(7.9	)		(41.8	)		833.0
Effect of exchange rates on cash		(5.6	)		(0.4	)		(5.9	)		0.8

Net increase (decrease) in cash and cash equivalents	$	(24.5	)		13.9		$	(43.8	)		57.8

For the ~~quarter~~six months ended ~~March 29,~~June 28, 2015, cash flows from operating activities reflected results of operations exclusive of non-cash income and expenses, primarily depreciation and amortization, and stock-based compensation expense, ~~offset by~~and a net ~~increase~~decrease in working capital. For the ~~quarter~~six months ended ~~March 30,~~June 29, 2014, cash flows from operating activities reflected results of operations exclusive of non-cash income and expenses, primarily depreciation and amortization less the change in deferred income taxes, partially offset by ~~a net~~an increase in working capital.

For the ~~quarters~~six months ended ~~March~~June 28, 2015, cash flows from investing activities primarily reflected capital expenditures of $115.0 million, offset by cash proceeds from the sale of fixed assets. For the six months ended June 29, ~~2015 and March 30,~~ 2014, cash flows from investing activities primarily reflected ~~capital expenditures of $60.7~~the consideration paid for the Grede Transaction, $829.7 million, and ~~$30.8 million, respectively.~~capital expenditures.

For ~~the quarter~~six months ended ~~March 29,~~June 28, 2015, ~~the~~ cash flows from financing activities primarily reflected ~~repayments~~the re-pricing of ~~long-term debt.~~our term loan in May 2015, which resulted in a full repayment of previous our term loan and the borrowing of a new U.S. Dollar term loan and a new Euro term loan. Also reflected in cash flows from financing activities were a $20.0 million prepayment made on our new U.S. Dollar term loan, a $10.0 million dollar prepayment made on our previous term loan, and a $6.0 million dividend paid to common stockholders. For the ~~quarter~~six months ended ~~March 30,~~June 29, 2014, the cash flows from financing activities primarily reflected ~~net repayments on revolving lines~~the issuance of ~~credit, partially offset by net borrowings on other debt.~~a $600.0 million term loan and a capital contribution of $258.6 million to fund the Grede Transaction and debt issuance costs paid. Additionally, HHI borrowed $115.0 million to fund a dividend to the HHI stockholders of $111.3 million.

See “Item 7A—Quantitative and Qualitative Analysis of Market Risk,” in our 2014 Annual Report on Form 10-K filed on March 16, 2015.

On May 8, 2015, the Company amended and restated its senior credit facilities agreement to reduce the applicable interest rate on our term loan facility and to convert $255.3 million of the liability from U.S. Dollar denominated debt to €225.0 million of Euro denominated debt. The variable interest rate on U.S. Dollar denominated debt is subject to a LIBOR floor; the Euro denominated debt is subject to a Euribor floor. Due to these floors, an assumed 25 basis point change in Libor or Euribor would have no impact on our annual interest expense from these loans.

The Euro denominated debt ~~will be~~is subject to transaction gains and losses each period. The following table sets forth a sensitivity analysis of the effect a hypothetical change in the U.S. dollar to Euro exchange rate would have on the carrying value of our Euro denominated debt as of ~~May 8,~~June 28, 2015:


Change in exchange rate:	10% increase in U.S. dollar to Euro exchange rate			10% decrease in U.S. dollar to Euro exchange rate		10% increase in U.S. dollar to Euro exchange rate			10% decrease in U.S. dollar to Euro exchange rate
	(In millions)					(In millions)
Resulting change in carrying value of Euro denominated debt	$	(25.5	)		25.5	$	(25.1	)	$	25.1

The Company evaluated the effectiveness of disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The evaluation was to ensure information required to be disclosed in periodic reports filed under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of ~~March 29,~~June 28, 2015, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of ~~March 29,~~June 28, 2015, because we continued to have a material weakness in our internal controls related to inadequate controls around program change, system access, computer operations, and system development for certain IT systems that management relies upon for preparation and review of financial information.

To address the material weakness identified at December 31, 2014 and discussed above, the Company has designed new and enhanced controls. The new and enhanced controls are in the process of being implemented.

The Company believes the new and enhanced controls will be sufficient to remediate the identified material weakness and will strengthen our internal controls over financial reporting. We will monitor the effectiveness of these controls and will make any changes deemed appropriate. The material weakness will not be considered remediated until the implemented controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Other than as discussed above under “Remediation Efforts to Address Material Weakness” there were no changes in our internal control over financial reporting, as defined in Rule 13a-15(e) under the Exchange Act, during the quarter ended ~~March 29,~~June 28, 2015.

Discussion of legal matters is incorporated by reference from Part I, Item 1, Note 15, “Commitments and Contingencies” of this document, and should be considered an integral part of Part II, Item 1, “Legal Proceedings.”

For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussion in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014 as filed on March 16, 2015 with the SEC. See also, “Information about Forward-Looking Statements” included in Part I, Item 2 of this Quarterly Report on Form 10-Q.

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.


47659 Halyard Drive, Plymouth, MI		48170
(Address of principal executive offices)		(Zip Code)


PART I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS	1

	~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~	2

	~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~	3

	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’ EQUITY~~OPERATIONS	4

	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~COMPREHENSIVE INCOME	5

	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	6

	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	7

	NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6	8

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22

~~ITEM 3.~~	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~	29

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	43

ITEM 4.	CONTROLS AND PROCEDURES	30	44

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	30	44

~~ITEM 1A.~~	~~RISK FACTORS~~	30ITEM 1A. RISK FACTORS		44

ITEM 6.	EXHIBITS	31	45


	Foreign Currency Items			Defined Benefit Items			Total
	(In thousands)
Balance, December 31, 2013	$	(3,763	)		464			(3,299	)
Other comprehensive income (loss)		(878	)		31			(847	)

Balance, March 30, 2014	$	(4,641	)		495			(4,146	)


Balance, December 31, 2014	$	(27,721	)		(7,527	)		(35,248	)
Other comprehensive income (loss)		(16,166	)		425			(15,741	)

Balance, March 29, 2015	$	(43,887	)		(7,102	)		(50,989	)


Exercise price	$	18.90
Expected term		6 years
Risk-free rate		1.8	%
Expected volatility		60.0	%
Expected dividend yield		1.9	%
Per share market value of MPG common stock	$	18.90


	Quarter ended March 30, 2014
	External Sales		Intersegment Sales			Adjusted EBITDA		Capital Spending		Depreciation/ Amortization
	(In thousands)
HHI	$	242,048		1,404			46,391		14,359		19,096
Metaldyne		298,411		246			53,318		16,429		23,644
Grede		—		—			—		—		—
Elimination and other		—		(1,650	)		—		—		—

Total	$	540,459		—			99,709		30,788		42,740


	Principal		Interest Rate
	(In thousands)
U.S. Dollar denominated	$	1,072,574	Libor, bearing a 1% floor, plus an applicable margin of 2.75%
Euro denominated (€225,000)		255,328	Euribor, bearing a 1% floor, plus an applicable margin of 2.75%

Total	$	1,327,902


	Six Months Ended
	June 28, 2015		June 28, 2014
	(In millions)
Adjusted EBITDA
HHI segment	$	106.1		101.0
Metaldyne segment		103.5		109.6
Grede segment		76.6		12.1

Total	$	286.2		222.7


	~~Moody’s~~		~~S&P~~
~~Corporate~~		B1		~~BB-~~
~~Revolving credit facility~~		~~Ba3~~		~~BB+~~
~~Term loan facility~~		~~Ba3~~		~~BB+~~
~~Senior Notes~~		B3		B+
~~Outlook~~		~~Stable~~		~~Stable~~


	Moody’s	S&P
Corporate	B1	BB-
Revolving credit facility	Ba3	BB+
U.S. Dollar term loan	Ba3	BB+
Euro term loan	Ba3	BB+
Registered Notes	B3	B+
Outlook	Stable	Stable


Number		Exhibit

31.1		Rule 13a-14(a)/15d-14(a), Certification of the Chief Executive Officer, filed herewith.

31.2		Rule 13a-14(a)/15d-14(a), Certification of the Chief Financial Officer, filed herewith.

32.1		Section 1350 Certification of the Chief Executive and Chief Financial Officers, filed herewith.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document


/s/ George Thanopoulos George Thanopoulos	Chief Executive Officer	~~May 11, 2015~~
~~George Thanopoulos~~	(Principal Executive Officer)	August 4, 2015

/s/ Mark Blaufuss Mark Blaufuss	Chief Financial Officer	~~May 11, 2015~~
~~Mark Blaufuss~~	(Principal Financial and Accounting Officer)	August 4, 2015

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company