Delaware

~~Delaware~~

47-1420222

State or other jurisdiction of

incorporation or organization

(I.R.S. Employer

Identification No.)


One Towne Square, Suite 550, Southfield, MI		48076
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (248) ~~727-1829~~

~~47659 Halyard Dr., Plymouth, MI 48170~~

~~(Former Address, if Changed Since Last Report)~~727-1800

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 ~~October 30, 2015~~May 3, 2016 the registrant had ~~67,600,953~~67,758,332 shares of voting common stock outstanding.

METALDYNE PERFORMANCE GROUP INC.

FORM 10-Q

QUARTER ~~AND NINE MONTHS~~ ENDED ~~SEPTEMBER 27, 2015~~APRIL 3, 2016

INDEX


PART I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS

	UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS		2	1

	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS		3	2

	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME		4	3

	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY		5	4

	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS		6	5

	NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		7	6

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		29	20

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		46	26

ITEM 4.	CONTROLS AND PROCEDURES		47
		27

PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS		48	28

ITEM 1A.	RISK FACTORS		48	28

ITEM 6.	EXHIBITS		49	29

PART I – ~~FINANCIAL~~FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

METALDYNE PERFORMANCE GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In ~~thousands~~millions except per share data)


	September 27, 2015			December 31, 2014			April 3, 2016			December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	124,566			156,498		$	172.9			168.2
Receivables, net:
Trade		385,010			312,943			359.0			309.1
Other		32,648			31,943			34.2			35.4

Total receivables, net		417,658			344,886			393.2			344.5
Inventories		189,902			204,789			185.5			186.8
Deferred income taxes		8,078			12,435
Prepaid expenses		12,758			13,004			16.1			15.0
Other assets		14,258			14,524			17.9			21.5

Total current assets		767,220			746,136			785.6			736.0
Property and equipment, net		759,313			750,181			798.5			786.0
Goodwill		907,716			907,716			907.7			907.7
Amortizable intangible assets, net		726,332			778,457			691.5			708.9
Deferred income taxes, noncurrent		2,384			1,359
Deferred income taxes								4.3			1.7
Other assets		39,016			40,763			16.6			17.3

Total assets	$	3,201,981			3,224,612		$	3,204.2			3,157.6

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	249,196			285,468		$	254.0			248.9
Accrued compensation		54,958			50,952			45.0			55.2
Accrued liabilities		95,735			79,934			93.7			66.8
Short-term debt		1,650			1,572			0.5			0.7
Current maturities, long-term debt and capital lease obligations		15,074			16,497			13.5			14.5

Total current liabilities		416,613			434,423			406.7			386.1
Long-term debt, less current maturities		1,859,422			1,920,310			1,835.3			1,827.1
Capital lease obligations, less current maturities		22,422			23,425			22.6			22.5
Deferred income taxes		231,113			260,703			221.1			231.3
Other long-term liabilities		55,749			60,789			52.4			51.6

Total liabilities		2,585,319			2,699,650			2,538.1			2,518.6

Stockholders’ equity:
Common stock: par $0.001, 400,000 authorized, and 67,592 and 67,075 issued and outstanding, respectively		68			67
Common Stock: par $0.001, 400.0 authorized, 68.0 and 67.9 shares issued and outstanding, respectively								0.1			0.1
Common stock held in treasury, at cost: 0.2 and zero shares, respectively								(2.9	)		—
Paid-in capital		846,149			827,307			860.2			856.2
Accumulated deficit		(177,203	)		(269,663	)
Deficit								(144.2	)		(162.9	)
Accumulated other comprehensive loss		(55,136	)		(35,248	)		(50.1	)		(57.3	)

Total equity attributable to stockholders		613,878			522,463			663.1			636.1
Noncontrolling interest		2,784			2,499			3.0			2.9

Total stockholders’ equity		616,662			524,962			666.1			639.0

Total liabilities and stockholders’ equity	$	3,201,981			3,224,612		$	3,204.2			3,157.6

See accompanying notes to unaudited condensed consolidated financial statements.

METALDYNE PERFORMANCE GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In ~~thousands~~millions except per share amounts)


	Quarter Ended						Nine Months Ended
	September 27, 2015			September 28, 2014			September 27, 2015			September 28, 2014			Quarter Ended
													April 3, 2016		March 29, 2015
Net sales	$	746,640			772,967			2,312,042			1,954,829		$	739.5		765.2
Cost of sales		620,399			655,525			1,915,199			1,649,942			603.0		636.7


Gross profit		126,241			117,442			396,843			304,887			136.5		128.5
Selling, general and administrative expenses		64,714			64,694			178,769			134,254			60.8		56.2
Acquisition costs		—			—			—			13,046


Operating income		61,527			52,748			218,074			157,587			75.7		72.3
Interest expense, net		26,061			28,412			80,518			70,310			26.5		27.6
Loss on debt extinguishment		—			—			368			362
Other, net		(1,661	)		(11,571	)		(8,172	)		(7,088	)		15.0		(5.2	)


Other expense, net		24,400			16,841			72,714			63,584			41.5		22.4


Income before tax		37,127			35,907			145,360			94,003			34.2		49.9
Income tax expense		8,808			11,196			40,275			31,136			9.2		17.3


Net income		28,319			24,711			105,085			62,867			25.0		32.6

Income attributable to noncontrolling interest		114			110			330			281			0.1		0.2


Net income attributable to stockholders	$	28,205			24,601			104,755			62,586		$	24.9		32.4

Weighted average shares outstanding - Basic														68.0		67.1
Weighted average shares outstanding - Diluted														69.4		68.6

Weighted average shares outstanding		67,306			67,075			67,154			67,075
Cash dividends declared per share	$	0.09			—			0.18			—		$	0.09		0.09
Net income per share attributable to stockholders:
Net income per share attributable to stockholders
Basic		0.42			0.37			1.56			0.93			0.37		0.48
Diluted		0.41			0.36			1.52			0.92			0.36		0.47

See accompanying notes to unaudited condensed consolidated financial statements.

METALDYNE PERFORMANCE GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In ~~thousands)~~millions)


	Quarter Ended						Nine Months Ended
	September 27, 2015			September 28, 2014			September 27, 2015			September 28, 2014			Quarter Ended
													April 3, 2016		March 29, 2015
Net income	$	28,319			24,711			105,085			62,867		$	25.0		32.6
Other comprehensive loss, net of tax:
Other comprehensive income (loss), net of tax:
Foreign currency translation		(8,307	)		(7,867	)		(20,090	)		(6,107	)		7.2		(15.8	)

Comprehensive income		20,012			16,844			84,995			56,760			32.2		16.8
Less comprehensive income attributable to noncontrolling interest		73			89			285			287			0.1		0.1


Comprehensive income attributable to stockholders	$	19,939			16,755			84,710			56,473		$	32.1		16.7

See accompanying notes to unaudited condensed consolidated financial statements.

METALDYNE PERFORMANCE GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In ~~thousands)~~millions)

   Common
stock    Paid-in
capital Accumulated
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
Dividends
      (12,295 ) (12,295 )
Stock-based compensation expense
      15,379    15,379
Cash settlement of equity awards
      (684 ) (684 )
Issuance of common stock
   1       2,488    2,489
Excess tax benefit on stock-based compensation
      1,787    1,787
Other stock activity
      (20 ) (20 )
Offering-related costs
      (108 ) (108 )
Net income
      104,755    330    105,085
Other comprehensive loss
      (20,045 ) (45 ) (20,090 )
Reclassifications, net
      157    157




Balance, September 27, 2015
   $ 68       846,149    (177,203 ) (55,136 ) 2,784    616,662

~~See accompanying notes to unaudited condensed consolidated financial statements~~.

~~METALDYNE PERFORMANCE GROUP INC.~~

~~UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(In thousands)~~

	Common stock		Common stock held in treasury			Paid-in capital			Deficit			Accumulated other comprehensive loss			Noncontrolling interest		Total stockholders’ equity
Balance, December 31, 2015	$	0.1		—			856.2			(162.9	)		(57.3	)		2.9		639.0
Dividends										(6.2	)							(6.2	)
Stock-based compensation expense							3.7											3.7
Cash settlement of equity awards							(0.9	)										(0.9	)
Issuance of common stock							0.8											0.8
Purchase of treasury stock				(2.9	)													(2.9	)
Excess tax benefit on stock-based compensation							0.4											0.4
Net income										24.9						0.1		25.0
Other comprehensive income													7.2					7.2
Balance, April 3, 2016	$	0.1		(2.9	)		860.2			(144.2	)		(50.1	)		3.0		666.1

   Nine Months Ended
   September 27,
2015 September 28,
2014
Cash flows from operating activities:

Net income
   $ 105,085    62,867
Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization
   172,070    152,446
Debt fee amortization
   2,372    5,510
Loss on fixed asset dispositions
   1,857    1,446
Deferred income taxes
   (25,869 ) (15,578 )
Noncash interest expense
   770    706
Stock-based compensation expense
   15,379    14,521
Foreign currency adjustment
   (3,555 ) (10,129 )
Other
   5,388    1,691
Changes in assets and liabilities:

Receivables, net
   (78,263 ) (46,713 )
Inventories
   9,781    (3,318 )
Accounts payable, accrued liabilities and accrued compensation
   11,206    32,524
Other, current
   (704 ) (6,885 )
Other, non-current
   (3,905 ) 1,478


Net cash provided by operating activities
   211,612    190,566
Cash flow from investing activities:

Capital expenditures
   (168,667 ) (102,216 )
Proceeds from sale of fixed assets
   3,828    488
Capitalized patent costs
   (315 ) (243 )
Grede Transaction, net of cash acquired
   —      (829,656 )


Net cash used for investing activities
   (165,154 ) (931,627 )
Cash flows from financing activities:

Dividends
   (12,100 ) (111,259 )
Other stock activity
   —      (2,444 )
Proceeds from stock issuance
   2,489    260,473
Excess tax benefit on stock-based compensation
   1,787    —
Cash settlement of equity awards
   (684 ) —
Borrowings of revolving lines of credit
   14,300    364,128
Payments of revolving lines of credit
   (14,568 ) (361,510 )
Proceeds of long-term debt
   1,326,625    715,000
Payments on long-term debt
   (1,385,154 ) (13,028 )
Payment of debt issue costs
   (149 ) (20,231 )
Other debt, net
   (1,981 ) (5,487 )
Payment of offering related costs
   (108 ) —


Net cash (used) provided by financing activities
   (69,543 ) 825,642
Effect of exchange rates on cash
   (8,847 ) (3,866 )


Net (decrease) increase in cash and cash equivalents
   $ (31,932 ) 80,715


Cash and cash equivalents:

Cash and cash equivalents, beginning of period
   $ 156,498    68,224
Net (decrease) increase in cash and cash equivalents
   (31,932 ) 80,715


Cash and cash equivalents, end of period
   $ 124,566    148,939


Supplementary cash flow information:

Cash paid for income taxes, net
   $ 49,224    52,737
Cash paid for interest
   66,148    44,095
Noncash transactions:

Capital expenditures in accounts payables
   16,544    12,248
Dividends declared on restricted stock awards, not yet vested
   195    —

See accompanying notes to unaudited condensed consolidated financial statements.

METALDYNE PERFORMANCE GROUP INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

Quarter Ended

April 3, 2016

March 29, 2015

Cash flows from operating activities:

Net income

$
25.0

32.6

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization

55.2

56.4

Debt fee amortization

0.8

0.8

Loss on fixed asset dispositions

0.3

0.2

Deferred income taxes

(12.3
)

(0.3
)
Noncash interest expense

0.3

0.2

Stock-based compensation expense

3.7

3.3

Foreign currency adjustment

11.4

0.5

Other

0.1

0.1

Changes in assets and liabilities:

Receivables, net

(47.2
)

(101.0
)
Inventories

1.7

7.0

Accounts payable, accrued liabilities, and accrued compensation

19.1

60.7

Other, current

2.8

(7.6
)
Other, non-current

(0.3
)

(0.3
)
Net cash provided by operating activities

60.6

52.6

Cash flow from investing activities:

Capital expenditures

(51.9
)

(60.7
)
Proceeds from sale of fixed assets

0.1

0.1

Capitalized patent costs

(0.1
)

(0.1
)
Net cash used for investing activities

(51.9
)

(60.7
)
Cash flows from financing activities:

Cash dividends

(0.1
)

—

Proceeds from stock issuance

0.8

—

Purchases of treasury stock

(2.9
)

—

Excess tax benefit on stock-based compensation

0.4

—

Cash settlement of equity awards

(0.9
)

—

Payments on long-term debt

(3.3
)

(10.2
)
Other debt, net

(1.6
)

(0.5
)
Payment of offering related costs

—

(0.1
)
Net cash used for financing activities

(7.6
)

(10.8
)
Effect of exchange rates on cash

3.6

(5.6
)
Net increase (decrease) in cash and cash equivalents

$
4.7

(24.5
)
Cash and cash equivalents:

Cash and cash equivalents, beginning of period

168.2

156.5

Net increase (decrease) in cash and cash equivalents

4.7

(24.5
)
Cash and cash equivalents, end of period

$
172.9

132.0

Supplementary cash flow information:

Cash paid for income taxes, net

$
8.4

4.9

Cash paid for interest

13.8

16.0

Noncash transactions:

Capital expenditures in accounts payables

22.6

21.6

Dividends declared, not yet paid

6.1

6.1

Dividends declared on restricted stock awards, not yet vested

0.3

—

See accompanying notes to unaudited condensed consolidated financial statements.

METALDYNE PERFORMANCE GROUP INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Organization

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”) ~~applications~~platforms 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 ~~and~~or hot forging, iron casting, and powder ~~metal-forming,~~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 for our global customer base.~~harshness.

(2) Accounting Policies

Presentation

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 ~~September 27, 2015 and December 31, 2014, the results of operations and comprehensive income for the quarters ended September 27, 2015 and September 28, 2014,~~April 3, 2016 and the results of operations, comprehensive income and ~~statement of~~ cash flows for the ~~nine months~~quarters ended ~~September 27, 2015~~April 3, 2016 and ~~September 28, 2014.~~March 29, 2015. 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.

The condensed consolidated balance sheet as of December 31, ~~2014~~2015 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.~~

2015.

Use of Estimates

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 ~~inventory valuation, accrued expenses,~~ 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.

(3) Recently Issued Accounting Pronouncements Not Yet Adopted

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, 2017. Early adoption is 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~~this guidance will have on the consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The primary focus of the standard addresses the accounting of lessees. It requires all lessees to recognize a right-of-use asset and a lease liability for virtually all leases (other than leases that meet the definition of a short-term lease) on the balance sheet. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. Operating leases will result in

straight-line expense while finance leases will result in depreciation expense recorded on the right-of-use asset and interest expense recorded on the lease liability. Quantitative and qualitative disclosures are required to provide insight into the extent of revenue and expense recognized and expected to be recognized from leasing arrangements. This guidance becomes effective January 1, 2019. Early adoption is permitted. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815), Contingent Put and Call Options in Debt Instruments. This guidance clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. The amendments in this ASU require a four-step decision sequence when assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to the economic characteristics and risks of their debt hosts, which is one of the criteria for bifurcating an embedded derivative. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. We did not early adopt this guidance for the quarter ended April 3, 2016, and are currently evaluating the impact on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718). This guidance updates several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Specific changes include that all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. An entity would also recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Excess tax benefits would be classified along with other income tax cash flows as an operating activity. Also, an entity can make an accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. This ASU also amends guidance for the calculation of earnings per share under the treasury stock method by removing excess tax benefits as an assumed proceed from the exercise of options. This guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. We did not early adopt this guidance for the quarter ended April 3, 2016, and are currently evaluating the impact on the consolidated financial statements.

(4) Recently Adopted Accounting Pronouncements

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~~adopted this guidance ~~when effective. Upon~~during the quarter ended April 3, 2016. Unamortized debt issuance costs associated with our long-term debt totaled $19.1 million and $19.6 million as of April 3, 2016 and December 31, 2015, respectively, and are classified within long-term debt on the condensed consolidated balance sheets. The adoption of this ~~guidance,~~standard had no impact on the ~~debt and total assets presented on our balance sheet will be reduced by net debt issuance costs, which totaled $20.3 million as of September 27, 2015.~~

~~(4) Acquisitions~~

~~Grede was acquired on June 2, 2014 (the “Grede Transaction”). Grede revenues and earnings included in the unaudited~~Company’s condensed consolidated statements of operations, ~~subsequent to the Grede Transaction were as follows:~~stockholders’ equity, or cash flows.

   Quarter Ended
September 27, 2015    Quarter Ended
September 28, 2014    Nine Months
September 27, 2015    Nine Months
September 28, 2014
   (In thousands)
Revenues: Net sales
   $ 220,253       250,424       701,073       331,397
Earnings: Income (loss) before tax
   7,918       3,273       38,671       (9,986 )

~~Supplemental Pro Forma Information~~

Pro forma net sales, for the nine months ended September 28, 2014, as if the Grede Transaction had occurred on January 1, 2014, were $2,381.8 million and pro forma income before income taxes was $133.1 million.

(5) Receivables Allowances

Receivables were stated net of the following allowances:


	September 27, 2015		December 31, 2014		April 3, 2016		December 31, 2015
	(In thousands)				(In millions)
Doubtful accounts	$	1,337		1,488	$	2.0		1.4
Pricing accruals and anticipated customer deductions		7,436		4,781		7.9		8.1
Returns		1,298		1,753		1.9		2.0
					$	11.8		11.5
	$	10,071		8,022

(6) Inventories

Inventories were as follows:


	September 27, 2015		December 31, 2014		April 3, 2016		December 31, 2015
	(In thousands)				(In millions)
Raw materials	$	66,166		67,812	$	60.6		57.3
Work in process		68,932		69,929		68.9		66.3
Finished goods	��	54,804		67,048		56.0		63.2

Total inventories	$	189,902		204,789	$	185.5		186.8

(7) Property and Equipment, Net

Accumulated depreciation as of ~~September 27, 2015,~~April 3, 2016 and December 31, ~~2014,~~2015 was ~~$389.8~~$457.6 million and ~~$283.5~~$419.6 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. In the quarter ended June 28, 2015, the Company recorded a $4.0 million asset impairment charge within~~cost of sales~~ ~~in conjunction with this announcement.~~

(8) Amortizable Intangible Assets

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

								April 3, 2016
	September 27, 2015							Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		(In millions)
	(In thousands)
Customer relationships and applications	$	745,200		(121,845	)		623,355
Customer relationships and platforms								$	745.2		(152.1	)		593.1
Other		126,675		(23,698	)		102,977		126.8		(28.4	)		98.4

Total	$	871,875		(145,543	)		726,332	$	872.0		(180.5	)		691.5


	December 31, 2014							December 31, 2015
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In thousands)							(In millions)
Customer relationships and platforms	$	745,200		(76,514	)		668,686	$	745.2		(137.0	)		608.2
Other		126,360		(16,589	)		109,771		126.7		(26.0	)		100.7

Total	$	871,560		(93,103	)		778,457	$	871.9		(163.0	)		708.9

(9) Debt

The carrying value of debt was as follows:


	September 27, 2015			December 31, 2014			April 3, 2016			December 31, 2015
	(In thousands)						(In millions)
Short-term debt:
Revolving lines of credit	$	—			—		$	—			—
Other short-term debt		1,650			1,572			0.5			0.7

Total short-term debt	$	1,650			1,572		$	0.5			0.7

Long-term debt:
Term loan facility	$	—			1,340,000
U.S. Dollar term loan		1,027,574			—
Euro term loan		251,798			—
Registered notes		600,000			600,000
Term loans
USD Term Loan								1,019.5			1,022.2
Euro Term Loan								254.5			244.1
Registered Notes								600.0			600.0
Other long-term debt (various interest rates)		410			589			0.2			0.4

Total		1,879,782			1,940,589			1,874.2			1,866.7
Unamortized debt issuance costs								(19.1	)		(19.6	)
Unamortized discount on term loans		(6,985	)		(6,579	)		(6.5	)		(6.7	)
Current maturities		(13,375	)		(13,700	)		(13.3	)		(13.3	)

Total long-term debt	$	1,859,422			1,920,310		$	1,835.3			1,827.1

Debt Activity

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 and to refinance its former U.S. Dollar denominated term loan with new U.S. Dollar and Euro denominated term loans as follows:

   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, of which $1.6 million was expensed. All other terms on the senior credit facilities remain substantially unchanged.

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

~~In June and September, 2015, the Company made voluntary prepayments of $20.0 million and $25.0 million, respectively, on its U.S. Dollar term loan.~~

Accrued interest of ~~$27.1~~$28.1 million and ~~$15.8~~$16.5 million as of ~~September 27, 2015,~~April 3, 2016 and December 31, ~~2014,~~2015 was reflected inaccrued liabilities.

(10) Equity and Dividends

Dividends

On ~~March 10, 2015,~~February 24, 2016, our board of directors declared a dividend of $0.09 per share, ~~which was paid on May~~payable April 26, ~~2015,~~2016 to stockholders of record as of ~~May~~April 12, ~~2015.~~2016, for which $6.2 million is recorded within accrued liabilities at April 3, 2016.

Share repurchases

On ~~July 29, 2015,~~February 24, 2016, our board of directors ~~declared~~authorized a ~~dividend~~share repurchase program (the “Share Repurchase Program”) pursuant to which the Company may, from time to time, purchase shares of ~~$0.09~~its common stock for an aggregate repurchase price not to exceed $25.0 million. Subject to applicable rules and regulations, the shares may be repurchased through open market purchases, privately negotiated transactions, or otherwise. The Share Repurchase Program expires in February, 2017, and may be terminated or amended by the Company’s board of directors at any time. As of April 3, 2016, cumulative shares repurchased totaled 191,645 shares at an average purchase price per share ~~which was paid~~of $15.21. The repurchased shares are presented as common stock held in treasury, at cost, on ~~August 31, 2015, to stockholders of record as of August 17, 2015.~~the condensed consolidated balance sheets.

Changes in Accumulated Other Comprehensive Loss, Net of Tax

   Foreign Currency
Items    Defined Benefit
Items    Total
   (In thousands)
Balance, December 31, 2014
   $ (27,721 )    (7,527 )    (35,248 )
Other comprehensive loss
   (20,045 )    —         (20,045 )
Reclassifications, net
   —         157       157






Balance, September 27, 2015
   $ (47,766 )    (7,370 )    (55,136 )

	Foreign Currency Items			Defined Benefit Items			Total
	(In millions)
Balance, December 31, 2014	$	(27.6	)		(7.6	)		(35.2	)
Other comprehensive income (loss)		(16.2	)		0.4			(15.8	)
Balance, March 29, 2015	$	(43.8	)		(7.2	)		(51.0	)

Balance, December 31, 2015	$	(52.0	)		(5.3	)		(57.3	)
Other comprehensive income (loss)		7.3			(0.1	)		7.2
Balance, April 3, 2016	$	(44.7	)		(5.4	)		(50.1	)

(11) Other, net

Included withinother, net ~~were~~ are the following (income) and expense items:

													Quarter ended
	Quarter Ended						Nine Months Ended						April 3, 2016		March 29, 2015
	September 27, 2015			September 28, 2014			September 27, 2015			September 28, 2014			(In millions)
	(In thousands)						(In thousands)
Foreign currency gains	$	(2,825	)		(13,125	)		(11,685	)		(11,484	)
Debt transaction expenses		—			—			1,742			2,836
Foreign currency losses (gains)													$	13.7		(5.0	)
Other		1,164			1,554			1,771			1,560			1.3		(0.2	)

Other, net	$	(1,661	)		(11,571	)		(8,172	)		(7,088	)	$	15.0		(5.2	)

Foreign currency losses (gains) pertain to realized and unrealized losses (gains) on foreign currency denominated transactions with customers and suppliers, short-term intercompany balances with foreign subsidiaries, and the re-measurement of our Euro denominated term loan as of April 3, 2016.

(12) Stock-based Compensation

In August 2014, our board of directors approved an equity incentive plan (the “MPG Plan”) for officers, key employees and ~~nonemployees.~~non-employees. 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.

Restricted Shares

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

~~The following table summarizes the terms of the Restricted Shares:~~

Vesting Terms
   Number of
Shares    Weighted
Average
Grant-date
Fair Value
   (In thousands)
1/3^rd per year on grant-date anniversary
   770       $ 19.58

~~The~~ Restricted Shares issued under the MPG Plan 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 ~~nine months~~quarter ended ~~September 27, 2015~~April 3, 2016 were as follows:

   Number of
Restricted
Shares    Weighted
Average
Grant-date
Fair Value
   (In thousands)
Balance, December 31, 2014
   847       $ 15.00
Granted
   770       19.58
Vested
   (71 )    15.13
Forfeited
   (16 )    16.04



Balance, September 27, 2015
   1,530       17.29

~~Options~~

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

	Number of Restricted Shares			Weighted Average Grant-date Fair Value		Fair Value of Shares Vested
	(In thousands)					(In millions)
Balance, December 31, 2015		1,165		$	17.47
Granted		—
Vested		(173	)		17.00	$	2.9
Forfeited		(7	)		16.91
Balance, April 3, 2016		985			17.55

Vesting Terms
   Number of
Options    Exercise
Price    Contractual
Terms
   (In thousands)       (In years)
1/3^rd per year on grant-date anniversary
   438       $ 18.90       10

~~The options~~Options

Options issued under the MPG Plan are being expensed based 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:~~

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

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 ~~nine months~~quarter ended ~~September 27, 2015,~~April 3, 2016 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
Balance, December 31, 2015											6,269		$	11.58		7.6	$	45.5
Granted		438			18.90		10.0				—
Exercised											(224	)		3.44		6.7	2.1
Forfeited		(32	)		8.58		7.8				(19	)		12.67		7.9
Exercised		(488	)		5.29		7.4

Balance, September 27, 2015		6,360			11.53		7.8	$	53.5

Options exercisable, September 27, 2015		2,566			12.03		7.7		20.5
Balance, April 3, 2016											6,026			11.88		6.8		33.9
Options exercisable, April 3, 2016											3,534			11.30		6.2		21.7

Stock-based Compensation Expense


	Quarter ended				Nine months ended				Quarter ended
	September 27, 2015		September 28, 2014		September 27, 2015		September 28, 2014		April 3, 2016		March 29, 2015
	(In thousands)				(In thousands)				(In millions)
Restricted shares	$	2,718		—		6,022		—	$	2.0		1.4
Options		5,129		9,908		9,357		14,521		1.7		1.9


Total	$	7,847		9,908		15,379		14,521	$	3.7		3.3

Compensation expense associated with the outstanding stock-based awards was recognized withinselling, general and administrative ~~expense~~. In July and August 2015, the Company accelerated vesting for certain awards as part of employee retirement agreements, resulting in additional expense related to restricted shares and options of approximately $0.8 million and $3.1 million, respectively, for the three months ended September 27, 2015.expense. Total unrecognized compensation cost related to non-vested awards as of ~~September 27, 2015~~April 3, 2016 was approximately ~~$41.0~~$27.4 million, and is expected to be recognized ratably over the remaining vesting terms.

(13) Income Taxes

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 $9.2 million for the quarter ended ~~September 27, 2015~~April 3, 2016 and ~~September 28, 2014 was $8.8~~$17.3 million ~~and $11.2 million, respectively. Income tax expense~~ for the ~~nine months~~quarter ended ~~September 27, 2015 and September 28, 2014 was $40.3 million and $31.1 million, respectively.~~March 29, 2015. The effective income tax rate was 26.9% for the quarter ended ~~September 27, 2015~~April 3, 2016 and ~~September 28, 2014 was 23.7% and 31.2%, respectively. The effective income tax rate for the nine months ended September 27, 2015 and September 28, 2014 was 27.7% and 33.1%, respectively.~~

~~The effective income tax rate~~34.7% for the quarter ended September 27, 2015 decreased compared to prior year primarily due to the inclusion of $5.2 million of non-deductible transaction costs and other non-recurring permanent differences in the prior year, in addition to a net change of $0.6 million in discrete items. In addition to the items impacting the quarter, income tax expense for the nine month period ended September 27, 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 nine month period ended SeptemberMarch 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.2015.

The effective tax rate for the ~~periods~~quarters ended ~~September 27,~~April 3, 2016 and March 29, 2015 ~~and September 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.~~

(14) Retirement Plans

The net expense recognized for the Company’s defined benefit pension plans was $0.2 million and $0.3 million for the ~~quarter~~quarters ended ~~September 28, 2014~~April 3, 2016 and ~~$0.8 million and $1.0 million for the nine months ended September 27,~~March 29, 2015, ~~and September 28, 2014,~~ respectively. ~~There was no net expense recognized for the Company’s defined benefit pension plans for the quarter ended September 27, 2015.~~

(15) Commitments and Contingencies

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. ~~An accrual~~A reserve 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.

(16) Fair Value

   September 27, 2015    December 31, 2014
   Carrying
Value    Fair
Value    Carrying
Value    Fair
Value
   (In thousands)
Registered notes
   $ 600,000       630,000       600,000       615,000
Term loan facility
   —         —         1,333,421       1,343,350
U.S. Dollar term loan
   1,021,777       1,026,290       —         —
Euro term loan
   250,609       252,113       —         —

	April 3, 2016				December 31, 2015
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(In millions)
Registered Notes	$	589.9		595.5		589.6		605.9
USD Term Loan		1,005.3		1,010.6		1,007.5		1,000.5
Euro Term Loan		253.2		249.7		242.9		243.2

The fair values of the ~~Registered Notes~~registered notes and term loans were estimated using quoted market prices. As the markets for this debt are 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.

(17) Net Income per Share Attributable to Stockholders (“EPS”)

The Company’s basic and diluted EPS were calculated as follows:


	Quarter Ended				Nine Months Ended				Quarter ended
	September 27, 2015		September 28, 2014		September 27, 2015		September 28, 2014		April 3, 2016		March 29, 2015
	(In thousands except per share amounts)				(In thousands except per share amounts)				(In millions, except per share amounts)
Weighted-average shares outstanding
Basic shares		67,306		67,075		67,154		67,075		68.0		67.1
Equivalent shares for outstanding stock-based compensation awards		1,708		1,640		1,823		835		1.4		1.5


Diluted shares		69,014		68,715		68,977		67,910		69.4		68.6

Income attributable to stockholders									$	24.9		32.4

Basic EPS attributable to stockholders	$	0.42		0.37		1.56		0.93		0.37		0.48
Diluted EPS attributable to stockholders		0.41		0.36		1.52		0.92		0.36		0.47

(18) ~~Related Party Transactions~~

HHI, Metaldyne and Grede were parties to management services 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 $1.0 million and $11.7 million for the quarter and nine months ended September 28, 2014, respectively, were paid to American Securities under the agreements. There were no amounts due to American Securities as of September 27, 2015 and December 31, 2014.

~~As of September 27, 2015, affiliates of American Securities held 76.0% of the outstanding common stock of the Company.~~

~~(19)~~ Segment Information

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

Segment information was as follows:


	Quarter ended September 27, 2015											Quarter ended April 3, 2016
	External Sales		Intersegment Sales			Adjusted EBITDA		Capital Spending		Depreciation/ Amortization		External Sales		Intersegment Sales			Adjusted EBITDA		Capital Spending		Depreciation/ Amortization
	(In thousands)											(In millions)
HHI	$	243,971		2,154			51,250		15,799		20,271	$	222.7		2.1			39.7		17.9		19.1
Metaldyne		282,416		319			48,513		21,018		19,140		310.0		0.4			64.7		22.6		18.8
Grede		220,253		50			29,066		15,688		17,459		206.8		0.1			33.3		11.2		17.2
Elimination and other		—		(2,523	)		—		1,205		—		—		(2.6	)		—		0.2		0.1

Total	$	746,640		—			128,829		53,710		56,870	$	739.5		—			137.7		51.9		55.2

   Quarter ended September 28, 2014
   External
Sales    Intersegment
Sales Adjusted
EBITDA    Capital
Spending    Depreciation/
Amortization
   (In thousands)
HHI
   $ 236,309       2,546    45,354       13,442       19,632
Metaldyne
   286,234       403    49,917       19,815       22,890
Grede
   250,424       —      35,031       10,886       19,391
Elimination and other
   —         (2,949 ) —         —         —








Total
   $   772,967       —      130,302         44,143         61,913

   Nine months ended September 27, 2015
   External
Sales    Intersegment
Sales Adjusted
EBITDA    Capital
Spending    Depreciation/
Amortization
   (In thousands)
HHI
   $ 750,136       6,596    157,358       52,384       58,697
Metaldyne
   860,833       943    151,995       59,225       58,662
Grede
   701,073       179    105,663       55,762       54,711
Elimination and other
   —         (7,718 ) —         1,296    —








Total
   $ 2,312,042       —      415,016       168,667       172,070

	Quarter ended March 29, 2015
	External Sales		Intersegment Sales			Adjusted EBITDA		Capital Spending		Depreciation/ Amortization
	(In millions)
HHI	$	244.1		2.3			46.8		21.3		18.8
Metaldyne		277.7		0.3			47.1		18.9		19.5
Grede		243.4		0.1			38.7		20.5		18.1
Elimination and other		—		(2.7	)		—		—		—
Total	$	765.2		—			132.6		60.7		56.4

   Nine months ended September 28, 2014
   External
Sales    Intersegment
Sales Adjusted
EBITDA    Capital
Spending    Depreciation/
Amortization
   (In thousands)
HHI
   $ 729,464       7,137    146,390       39,952       58,100
Metaldyne
   893,968       802    159,466       48,994       70,073
Grede
   331,397       —      47,104       13,270       24,273
Elimination and other
   —         (7,939 ) —         —         —








Total
   $ 1,954,829       —      352,960       102,216       152,446

Elimination and other above reflects the elimination of intercompany sales.

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

													Quarter ended
	Quarter Ended						Nine Months Ended						April 3, 2016		March 29, 2015
	September 27, 2015			September 28, 2014			September 27, 2015			September 28, 2014			(In millions)
	(In thousands)						(In thousands)
Net income	$	28,319			24,711			105,085			62,867
Income tax expense		8,808			11,196			40,275			31,136
Income before tax													$	34.2		49.9
Interest expense, net		26,061			28,412			80,518			70,310			26.5		27.6
Depreciation and amortization		56,870			61,913			172,070			152,446			55.2		56.4
(Gain) loss on foreign currency		(2,825	)		(13,125	)		(11,685	)		(11,484	)
Loss (gain) on foreign currency														14.3		(5.0	)
Loss on fixed assets		1,509			261			1,857			1,446			0.3		0.2
Loss on debt extinguishment		—			—			368			362
Debt transaction expenses		—			—			1,742			2,836			—		0.1
Stock-based compensation		7,847			9,908			15,379			14,521			3.7		3.3
Sponsor management fees		—			1,500			—			3,653
Non-recurring acquisition and purchase accounting items		1,329			4,619			1,366			22,757
Non-recurring acquisition related items														1.3		(0.3	)
Non-recurring operational items		911			907			8,041			2,110			2.2		0.4


Adjusted EBITDA	$	128,829			130,302			415,016			352,960		$	137.7		132.6

~~(20)~~(19) Guarantor

Our ~~Registered Notes~~senior 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 ~~Registered Notes~~senior 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.

Unaudited Condensed Consolidating Balance Sheet

~~September 27, 2015~~April 3, 2016

(In ~~thousands)~~millions)


	Parent		Issuer			Guarantor		Non- Guarantor			Eliminations			Consolidated		Parent		Issuer		Guarantor			Non- Guarantor		Eliminations			Consolidated
Assets

Current assets:
Cash and cash equivalents	$	2,232		5,990			5,088		111,256			—			124,566	$	—		45.8		18.3			108.8		—			172.9
Receivables, net:
Trade		—		—			312,320		73,349			(659	)		385,010		—		—		283.5			76.2		(0.7	)		359.0
Other		—		—			66,986		23,893			(58,231	)		32,648		—		—		77.5			19.9		(63.2	)		34.2

Total receivables, net		—		—			379,306		97,242			(58,890	)		417,658		—		—		361.0			96.1		(63.9	)		393.2
Inventories		—		—			144,947		44,955			—			189,902		—		—		138.2			47.3		—			185.5
Deferred income taxes		—		—			4,595		3,483			—			8,078
Prepaid expenses		616		1,676			6,681		3,785			—			12,758		—		4.6		8.5			3.0		—			16.1
Other assets		102		—			7,278		6,878			—			14,258		—		—		8.4			9.5		—			17.9


Total current assets		2,950		7,666			547,895		267,599			(58,890	)		767,220		—		50.4		534.4			264.7		(63.9	)		785.6
Property and equipment, net		—		1,583			530,917		226,813			—			759,313		—		2.1		550.7			245.7		—			798.5
Goodwill		—		—			673,209		234,507			—			907,716		—		—		673.2			234.5		—			907.7
Amortizable intangible assets, net		—		—			575,382		150,950			—			726,332		—		—		548.0			143.5		—			691.5
Deferred income taxes, noncurrent		—		—			108		2,276			—			2,384
Deferred income taxes																	12.8		—		—			4.3		(12.8	)		4.3
Other assets		—		23,210			37,261		13,197			(34,652	)		39,016		—		2.5		13.7			0.4		—			16.6
Intercompany receivables		55,060		1,776,054			1,316		—			(1,832,430	)		—		66.2		1,727.3		(0.3	)		5.6		(1,798.8	)		—
Investment in subsidiaries		600,677		664,885			672,142		—			(1,937,704	)		—		651.1		755.3		689.0			—		(2,095.4	)		—

Total assets	$	658,687		2,473,398			3,038,230		895,342			(3,863,676	)		3,201,981	$	730.1		2,537.6		3,008.7			898.7		(3,970.9	)		3,204.2


Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1		802			177,986		95,823			(25,416	)		249,196	$	—		1.0		179.3			100.0		(26.3	)		254.0
Accrued compensation		—		3,240			34,864		16,854			—			54,958		—		0.9		29.8			14.3		—			45.0
Accrued liabilities		385		28,995			47,689		52,152			(33,486	)		95,735		7.2		30.6		35.6			57.5		(37.2	)		93.7
Short-term debt		—		—			—		1,650			—			1,650		—		—		—			0.9		(0.4	)		0.5
Current maturities, long-term debt and capital lease obligations		—		13,244			1,681		149			—			15,074		—		13.3		—			0.2		—			13.5

Total current liabilities		386		46,281			262,220		166,628			(58,902	)		416,613		7.2		45.8		244.7			172.9		(63.9	)		406.7
Long-term debt, less current maturities		—		1,859,143			12,827		22,092			(34,640	)		1,859,422		—		1,835.3		—			—		—			1,835.3
Capital lease obligations		—		—			22,402		20			—			22,422		—		—		22.6			—		—			22.6
Deferred income taxes		—		—			224,117		6,996			—			231,113		—		5.0		220.7			8.2		(12.8	)		221.1
Other long-term liabilities		—		432			29,768		25,549			—			55,749		—		0.4		26.4			25.6		—			52.4
Intercompany payables		44,423		(33,135	)		1,822,011		(869	)		(1,832,430	)		—		59.8		—		1,739.0			—		(1,798.8	)		—

Total liabilities		44,809		1,872,721			2,373,345		220,416			(1,925,972	)		2,585,319		67.0		1,886.5		2,253.4			206.7		(1,875.5	)		2,538.1

Stockholders’ equity:
Total equity attributable to stockholders		613,878		600,677			664,885		672,142			(1,937,704	)		613,878		663.1		651.1		755.3			689.0		(2,095.4	)		663.1
Noncontrolling interest		—		—			—		2,784			—			2,784		—		—		—			3.0		—			3.0

Total stockholders’ equity		613,878		600,677			664,885		674,926			(1,937,704	)		616,662		663.1		651.1		755.3			692.0		(2,095.4	)		666.1

Total liabilities and stockholders’ equity	$	658,687		2,473,398			3,038,230		895,342			(3,863,676	)		3,201,981	$	730.1		2,537.6		3,008.7			898.7		(3,970.9	)		3,204.2

Unaudited Condensed Consolidating Balance Sheet

December 31, ~~2014~~2015

(In ~~thousands)~~millions)


	Parent		Issuer		Guarantor			Non- Guarantor		Eliminations			Consolidated		Parent		Issuer		Guarantor		Non- Guarantor		Eliminations			Consolidated
Assets

Current assets:
Cash and cash equivalents	$	1		52,253		3,182			101,062		—			156,498	$	—		50.5		10.8		106.9		—			168.2
Receivables, net:
Trade		—		—		253,648			61,805		(2,510	)		312,943		—		—		242.4		67.7		(1.0	)		309.1
Other		—		266		55,750			19,511		(43,584	)		31,943		0.1		—		70.9		19.8		(55.4	)		35.4

Total receivables, net		—		266		309,398			81,316		(46,094	)		344,866		0.1		—		313.3		87.5		(56.4	)		344.5
Inventories		—		—		157,379			47,410		—			204,789		—		—		139.1		47.7		—			186.8
Deferred income taxes		—		—		8,560			3,875		—			12,435
Prepaid expenses		600		2,770		6,986			2,648		—			13,004		—		3.2		7.4		4.4		—			15.0
Other assets		—		—		6,425			8,099		—			14,524		5.3		—		8.6		7.6		—			21.5


Total current assets		601		55,289		491,930			244,410		(46,094	)		746,136		5.4		53.7		479.2		254.1		(56.4	)		736.0
Property and equipment, net		—		—		517,700			232,481		—			750,181		—		2.0		546.3		237.7		—			786.0
Goodwill		—		—		673,209			234,507		—			907,716		—		—		673.2		234.5		—			907.7
Amortizable intangible assets, net		—		—		616,313			162,144		—			778,457		—		—		561.7		147.2		—			708.9
Deferred income taxes, noncurrent		—		—		—			1,359		—			1,359
Deferred income taxes																14.2		—		—		1.7		(14.2	)		1.7
Other assets		—		24,581		15,694			13,439		(12,951	)		40,763		—		2.8		14.2		0.3		—			17.3
Intercompany receivables		11,982		1,858,569		—			—		(1,870,551	)		—		56.2		1,734.6		—		5.0		(1,795.8	)		—
Investment in subsidiaries		516,381		529,838		656,504			—		(1,702,723	)		—		619.0		695.9		673.8		—		(1,988.7	)		—

Total assets	$	528,964		2,468,277		2,971,350			888,340		(3,632,319	)		3,224,612	$	694.8		2,489.0		2,948.4		880.5		(3,855.1	)		3,157.6


Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	—		538		197,088			103,662		(15,820	)		285,468	$	—		1.0		165.7		105.0		(22.8	)		248.9
Accrued compensation		—		—		36,357			14,595		—			50,952		—		4.4		38.5		12.3		—			55.2
Accrued liabilities		918		17,937		38,353			53,124		(30,398	)		79,934		0.5		19.1		27.2		53.6		(33.6	)		66.8
Short-term debt		—		—		268			1,304		—			1,572		—		—		—		0.7		—			0.7
Current maturities, long-term debt and capital lease obligations		—		13,500		(19,034	)		22,031		—			16,497		—		13.2		1.1		0.2		—			14.5

Total current liabilities		918		31,975		253,032			194,716		(46,218	)		434,423		0.5		37.7		232.5		171.8		(56.4	)		386.1
Long-term debt, less current maturities		—		1,919,921		12,826			390		(12,827	)		1,920,310		—		1,826.9		—		0.2		—			1,827.1
Capital lease obligations		—		—		23,384			41		—			23,425		—		—		22.5		—		—			22.5
Deferred income taxes		—		—		254,433			6,270		—			260,703		—		5.0		233.4		7.1		(14.2	)		231.3
Other long-term liabilities		—		—		32,869			27,920		—			60,789		—		0.4		26.5		24.7		—			51.6
Intercompany payables		5,583		—		1,864,968			—		(1,870,551	)		—		58.2		—		1,737.6		—		(1,795.8	)		—

Total liabilities		6,501		1,951,896		2,441,512			229,337		(1,929,596	)		2,699,650		58.7		1,870.0		2,252.5		203.8		(1,866.4	)		2,518.6

Stockholders’ equity:
Total equity attributable to stockholders		522,463		516,381		529,838			656,504		(1,702,723	)		522,463		636.1		619.0		695.9		673.8		(1,988.7	)		636.1
Noncontrolling interest		—		—		—			2,499		—			2,499		—		—		—		2.9		—			2.9

Total stockholders’ equity		522,463		516,381		529,838			659,003		(1,702,723	)		524,962		636.1		619.0		695.9		676.7		(1,988.7	)		639.0

Total liabilities and stockholders’ equity	$	528,964		2,468,277		2,971,350			888,340		(3,632,319	)		3,224,612	$	694.8		2,489.0		2,948.4		880.5		(3,855.1	)		3,157.6

Unaudited Condensed Consolidating Statements of Operations

~~Quarter Ended September 27, 2015 and September 28, 2014~~

(In ~~thousands)~~millions)

For the quarter ended September 27, 2015    Parent Issuer Guarantor Non-Guarantor Eliminations Consolidated
Net sales
   $ —      —      605,590    180,925    (39,875 ) 746,640
Cost of sales
   —      —      507,654    152,620    (39,875 ) 620,399


Gross profit
   —      —      97,936    28,305    —      126,241
Selling, general and administrative expenses
   —      —      53,835    10,879    —      64,714


Operating profit
   —      —      44,101    17,426    —      61,527
Interest expense, net
   1    24,801    (1,134 ) 2,393    —      26,061
Other, net
   3    613    (2,254 ) (23 ) —      (1,661 )


Other expense, net
   4    25,414    (3,388 ) 2,370    —      24,400
Income (loss) before tax
   (4 ) (25,414 ) 47,489    15,056    —      37,127
Income tax expense (benefit)
   —      (8,306 ) 12,856    4,258    —      8,808


Income (loss) before from equity in subsidiaries
   (4 ) (17,108 ) 34,633    10,798    —      28,319
Earnings from equity in subsidiaries
   28,209    45,317    10,684    —      (84,210 ) —


Net income
   28,205    28,209    45,317    10,798    (84,210 ) 28,319
Income attributable to noncontrolling interest
   —      —      —      114    —      114


Net income attributable to stockholders
   $ 28,205    28,209    45,317    10,684    (84,210 ) 28,205


For the quarter ended September 28, 2014
Net sales
   $ —      —      616,529    187,905    (31,467 ) 772,967
Cost of sales
   —      —      524,991    162,001    (31,467 ) 655,525


Gross profit
   —      —      91,538    25,904    —      117,442
Selling, general and administrative expenses
   (750 ) —      53,621    11,823    —      64,694


Operating profit
   750    —      37,917    14,081    —      52,748
Interest expense, net
   —      —      25,677    2,735    —      28,412
Other, net
   —      —      (8,813 ) (2,758 ) —      (11,571 )


Other expense, net
   —      —      16,864    (23 ) —      16,841
Income before tax
   750    —      21,053    14,104    —      35,907
Income tax expense
   263    —      10,309    624    —      11,196


Income before from equity in subsidiaries
   487    —      10,744    13,480    —      24,711
Earnings from equity in subsidiaries
   24,114    24,114    13,370    —      (61,598 ) —


Net income
   24,601    24,114    24,114    13,480    (61,598 ) 24,711
Income attributable to noncontrolling interest
   —      —      —      110    —      110


Net income attributable to stockholders
   $ 24,601    24,114    24,114    13,370    (61,598 ) 24,601

~~Unaudited Condensed Consolidating Statements of Operations~~

~~Nine Months Ended September 27, 2015 and September 28, 2014~~

~~(In thousands)~~

For the quarter ended April 3, 2016	Parent		Issuer			Guarantor			Non- Guarantor			Eliminations			Consolidated
Net sales	$	—		—			579.6			189.9			(30.0	)		739.5
Cost of sales		—		—			475.9			157.1			(30.0	)		603.0
Gross profit		—		—			103.7			32.8			—			136.5
Selling, general and administrative expenses		—		—			49.6			11.2			—			60.8
Operating income		—		—			54.1			21.6			—			75.7
Interest expense, net		—		25.2			(0.9	)		2.2			—			26.5
Other, net		—		11.0			(1.5	)		5.5			—			15.0
Other expense (income), net		—		36.2			(2.4	)		7.7			—			41.5
Income (loss) before tax		—		(36.2	)		56.5			13.9			—			34.2
Income tax expense (benefit)		—		(9.0	)		14.1			4.1			—			9.2
Income (loss) before earnings from equity in subsidiaries		—		(27.2	)		42.4			9.8			—			25.0
Earnings from equity in subsidiaries		24.9		52.1			9.7			—			(86.7	)		—
Net income		24.9		24.9			52.1			9.8			(86.7	)		25.0
Income attributable to noncontrolling interest		—		—			—			0.1			—			0.1
Net income attributable to stockholders	$	24.9		24.9			52.1			9.7			(86.7	)		24.9

For the quarter ended March 29, 2015	Parent		Issuer			Guarantor			Non- Guarantor			Eliminations			Consolidated
Net sales	$	—		—			611.6			182.8			(29.2	)		765.2
Cost of sales		—		—			511.4			154.5			(29.2	)		636.7
Gross profit		—		—			100.2			28.3			—			128.5
Selling, general and administrative expenses		—		—			45.8			10.4			—			56.2
Operating income		—		—			54.4			17.9			—			72.3
Interest expense, net		—		26.2			(1.0	)		2.4			—			27.6
Other, net		—		—			(4.1	)		(1.1	)		—			(5.2	)
Other expense (income), net		—		26.2			(5.1	)		1.3			—			22.4
Income (loss) before tax		—		(26.2	)		59.5			16.6			—			49.9
Income tax expense (benefit)		—		(8.3	)		19.0			6.6			—			17.3
Income (loss) before earnings from equity in subsidiaries		—		(17.9	)		40.5			10.0			—			32.6
Earnings from equity in subsidiaries		32.4		50.3			9.8			—			(92.5	)		—
Net income		32.4		32.4			50.3			10.0			(92.5	)		32.6
Income attributable to noncontrolling interest		—		—			—			0.2			—			0.2
Net income attributable to stockholders	$	32.4		32.4			50.3			9.8			(92.5	)		32.4

For the nine months ended September 27, 2015    Parent Issuer Guarantor Non-Guarantor    Eliminations Consolidated
Net sales
   $ —      —      1,856,874    555,667       (100,499 ) 2,312,042
Cost of sales
   —      —      1,549,472    466,226       (100,499 ) 1,915,199




Gross profit
   —      —      307,402    89,441       —      396,843
Selling, general and administrative expenses
   —      —      146,040    32,729       —      178,769




Operating profit
   —      —      161,362    56,712       —      218,074
Interest expense, net
   1    76,502    (3,242 ) 7,257       —      80,518
Loss on debt extinguishment
   —      368    —      —         —      368
Other, net
   3    (1,806 ) (6,990 ) 621       —      (8,172 )




Other expense, net
   4    75,064    (10,232 ) 7,878       —      72,714
Income (loss) before tax
   (4 ) (75,064 ) 171,594    48,834       —      145,360
Income tax expense (benefit)
   —      (24,313 ) 50,026    14,562       —      40,275




Income (loss) before from equity in subsidiaries
   (4 ) (50,751 ) 121,568    34,272       —      105,085
Earnings from equity in subsidiaries
   104,759    155,510    33,942    —         (294,211 ) —




Net income
   104,755    104,759    155,510    34,272       (294,211 ) 105,085
Income attributable to noncontrolling interest
   —      —      —      330       —      330




Net income attributable to stockholders
   $ 104,755    104,759    155,510    33,942       (294,211 ) 104,755

For the nine months ended September 28, 2014    Parent    Issuer    Guarantor Non-Guarantor    Eliminations Consolidated
Net sales
   $ —         —         1,508,123    534,459       (87,753 ) 1,954,829
Cost of sales
   —         —         1,280,310    457,385       (87,753 ) 1,649,942








Gross profit
   —         —         227,813    77,074       —      304,887
Selling, general and administrative expenses
   —         —         106,169    28,085       —      134,254
Acquisition costs
   —         —         13,046    —         —      13,046








Operating profit
   —         —         108,598    48,989       —      157,587
Interest expense, net
   —         —         62,743    7,567       —      70,310
Loss on debt extinguishment
   —         —         362    —         —      362
Other, net
   —         —         (15,160 ) 8,072       —      (7,088 )








Other expense, net
   —         —         47,945    15,639       —      63,584
Income before tax
   —         —         60,653    33,350       —      94,003
Income tax expense
   —         —         24,345    6,791       —      31,136








Income before from equity in subsidiaries
   —         —         36,308    26,559       —      62,867
Earnings from equity in subsidiaries
   62,586       62,586       26,278    —         (151,450 ) —








Net income
   62,586       62,586       62,586    26,559       (151,450 ) 62,867
Income attributable to noncontrolling interest
   —         —         —      281       —      281








Net income attributable to stockholders
   $   62,586         62,586         62,586    26,278       (151,450 )   62,586

Unaudited Condensed Consolidating Statements of Comprehensive Income

~~Quarter and Nine Months Ended September 27, 2015 and September 28, 2014~~

(In ~~thousands)~~millions)

																			Parent			Issuer			Guarantor			Non- Guarantor			Eliminations			Consolidated
For the quarter ended September 27, 2015	Parent			Issuer			Guarantor			Non-Guarantor			Eliminations			Consolidated
For the quarter ended April 3, 2016
Net income																			$	24.9			24.9			52.1			9.8			(86.7	)		25.0
Other comprehensive income, net of tax:
Foreign currency translation																				7.2			7.2			7.2			5.7			(20.1	)		7.2
Comprehensive income																				32.1			32.1			59.3			15.5			(106.8	)		32.2
Less comprehensive income attributable to noncontrolling interest																				—			—			—			0.1			—			0.1
Comprehensive income attributable to stockholders																			$	32.1			32.1			59.3			15.4			(106.8	)		32.1
For the quarter ended March 29, 2015
Net income	$	28,205			28,209			45,317			10,798			(84,210	)		28,319		$	32.4			32.4			50.3			10.0			(92.5	)		32.6
Other comprehensive loss, net of tax:
Foreign currency translation		(8,307	)		(8,622	)		(8,622	)		(8,701	)		25,945			(8,307	)		(15.8	)		(16.0	)		(16.0	)		(12.9	)		44.9			(15.8	)


Comprehensive income		19,898			19,587			36,695			2,097			(58,265	)		20,012
Comprehensive income (loss)																				16.6			16.4			34.3			(2.9	)		(47.6	)		16.8
Less comprehensive income attributable to noncontrolling interest		—			—			—			73			—			73			—			—			—			0.1			—			0.1


Comprehensive income attributable to stockholders	$	19,898			19,587			36,695			2,024			(58,265	)		19,939


For the quarter ended September 28, 2014
Net income	$	24,601			24,114			24,114			13,480			(61,598	)		24,711
Other comprehensive loss, net of tax:
Foreign currency translation		(7,867	)		(7,867	)		(7,867	)		(11,255	)		26,989			(7,867	)


Comprehensive income		16,734			16,247			16,247			2,225			(34,609	)		16,844
Less comprehensive income attributable to noncontrolling interest		—			—			—			89			—			89


Comprehensive income attributable to stockholders	$	16,734			16,247			16,247			2,136			(34,609	)		16,755


For the nine months ended September 27, 2015
Net income	$	104,755			104,759			155,510			34,272			(294,211	)		105,085
Other comprehensive loss, net of tax:
Foreign currency translation		(20,090	)		(20,665	)		(20,665	)		(18,347	)		59,677			(20,090	)


Comprehensive income		84,665			84,094			134,845			15,925			(234,534	)		84,995
Less comprehensive income attributable to noncontrolling interest		—			—			—			285			—			285


Comprehensive income attributable to stockholders	$	84,665			84,094			134,845			15,640			(234,534	)		84,710


For the nine months ended September 28, 2014
Net income	$	62,586			62,586			62,586			26,559			(151,450	)		62,867
Other comprehensive loss, net of tax:
Foreign currency translation		(6,107	)		(6,107	)		(6,107	)		(9,388	)		21,602			(6,107	)


Comprehensive income		56,479			56,479			56,479			17,171			(129,848	)		56,760
Less comprehensive income attributable to noncontrolling interest		—			—			—			287			—			287


Comprehensive income attributable to stockholders	$	56,479			56,479			56,479			16,884			(129,848	)		56,473

Comprehensive income (loss) attributable to stockholders																			$	16.6			16.4			34.3			(3.0	)		(47.6	)		16.7

Unaudited Condensed Consolidating Statements of Cash Flows

~~Nine Months Ended September 27, 2015 and September 28, 2014~~

(In ~~thousands)~~millions)

																			Parent			Issuer			Guarantor			Non- Guarantor			Eliminations			Consolidated
For the nine months ended September 27, 2015	Parent			Issuer			Guarantor			Non-Guarantor			Eliminations			Consolidated
For the quarter ended April 3, 2016
Cash flows from operating activities:
Net cash provided by (used for) operating activities	$	15,085			(35,824	)		176,143			56,208			—			211,612		$	11.1			(8.5	)		45.5			12.5			—			60.6


Cash flows from investing activities:
Capital expenditures		—			(1,296	)		(130,657	)		(36,714	)		—			(168,667	)		—			(0.2	)		(38.6	)		(13.1	)		—			(51.9	)
Proceeds from sale of fixed assets		—			—			3,655			173			—			3,828			—			—			0.1			—			—			0.1
Capitalized patent costs		—			—			(315	)		—			—			(315	)		—			—			(0.1	)		—			—			(0.1	)
Intercompany activity		(4,238	)		49,381			—			—			(45,143	)		—			(8.4	)		7.3			—			—			1.1			—


Net cash provided by (used for) investing activities		(4,238	)		48,085			(127,317	)		(36,541	)		(45,143	)		(165,154	)		(8.4	)		7.1			(38.6	)		(13.1	)		1.1			(51.9	)

Cash flows from financing activities:
Dividends		(12,100	)		—			—			—			—			(12,100	)
Stock-based compensation activity, net		3,592			—			—			—			—			3,592
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
Cash dividends																				(0.1	)		—			—			—			—			(0.1	)
Proceeds from stock issuance																				0.8			—			—			—			—			0.8
Purchases of treasury stock																				(2.9	)		—			—			—			—			(2.9	)
Excess tax benefit on stock-based compensation																				0.4			—			—			—			—			0.4
Cash settlement of equity awards																				(0.9	)		—			—			—			—			(0.9	)
Payments on long-term debt		—			(1,385,000	)		(154	)		—			—			(1,385,154	)		—			(3.3	)		—			—			—			(3.3	)
Other debt, net		—			—			(2,224	)		243			—			(1,981	)		—			—			(1.2	)		(0.4	)		—			(1.6	)
Payment of debt issue costs		—			(149	)		—			—			—			(149	)
Payment of offering related costs		(108	)		—			—			—			—			(108	)
Intercompany activity		—			—			(44,774	)		(869	)		45,143			—			—			—			1.8			(0.7	)		(1.1	)		—


Net cash used for financing activities		(8,616	)		(58,524	)		(47,420	)		(626	)		45,143			(69,543	)
Net cash provided by (used for) financing activities																				(2.7	)		(3.3	)		0.6			(1.1	)		(1.1	)		(7.6	)
Effect of exchange rates on cash		—			—			—			(8,847	)		—			(8,847	)		—			—			—			3.6			—			3.6


Net increase (decrease) in cash and cash equivalents	$	2,231			(46,263	)		1,906			10,194			—			(31,932	)	$	—			(4.7	)		7.5			1.9			—			4.7


Cash and cash equivalents:
Cash and cash equivalents, beginning of period		1			52,253			3,182			101,062			—			156,498		$	—			50.5			10.8			106.9			—			168.2
Net increase (decrease) in cash and cash equivalents		2,231			(46,263	)		1,906			10,194			—			(31,932	)		—			(4.7	)		7.5			1.9			—			4.7


Cash and cash equivalents, end of period	$	2,232			5,990			5,088			111,256			—			124,566		$	—			45.8			18.3			108.8			—			172.9


For the nine months ended September 28, 2014
For the quarter ended March 29, 2015
Cash flows from operating activities:
Net cash provided by operating activities	$	4,072			782			121,479			64,233			—			190,566


Net cash provided by (used for) operating activities																			$	14.3			(7.2	)		35.1			10.4			—			52.6
Cash flows from investing activities:
Capital expenditures		—			—			(75,236	)		(26,980	)		—			(102,216	)		—			—			(46.4	)		(14.3	)		—			(60.7	)
Proceeds from sale of fixed assets		—			—			475			13			—			488			—			—			0.1			—			—			0.1
Capitalized patent costs		—			—			(243	)		—			—			(243	)		—			—			(0.1	)		—			—			(0.1	)
Grede Transaction, net of cash acquired		—			—			(812,578	)		(17,078	)		—			(829,656	)
Intercompany activity		(3,982	)		(782	)		—			—			4,764			—			(14.2	)		(4.0	)		—			—			18.2			—


Net cash used for investing activities		(3,982	)		(782	)		(887,582	)		(44,045	)		4,764			(931,627	)		(14.2	)		(4.0	)		(46.4	)		(14.3	)		18.2			(60.7	)

Cash flows from financing activities:
Dividends		—			—			(111,259	)		—			—			(111,259	)
Other stock activity		—			—			(2,444	)		—			—			(2,444	)
Proceeds from stock issuance		1			—			244,805			15,667			—			260,473
Borrowings of revolving lines of credit		—			—			364,128			—			—			364,128
Repayments of revolving lines of credit		—			—			(359,210	)		(2,300	)		—			(361,510	)
Proceeds from long-term debt		—			—			715,000			—			—			715,000
Payments on long-term debt		—			—			(13,028	)		—			—			(13,028	)		—			(10.0	)		(0.2	)		—			—			(10.2	)
Other debt, net		—			—			(5,461	)		(26	)		—			(5,487	)		—			—			(1.2	)		0.7			—			(0.5	)
Payment of debt issue costs		—			—			(20,231	)		—			—			(20,231	)
Payment of offering related costs																				(0.1	)		—			—			—			—			(0.1	)
Intercompany activity		—			—			6,476			(1,712	)		(4,764	)		—			—			—			17.7			0.5			(18.2	)		—


Net cash provided by financing activities		1			—			818,776			11,629			(4,764	)		825,642
Net cash provided by (used for) financing activities																				(0.1	)		(10.0	)		16.3			1.2			(18.2	)		(10.8	)
Effect of exchange rates on cash		—			—			—			(3,866	)		—			(3,866	)		—			—			—			(5.6	)		—			(5.6	)


Net increase in cash and cash equivalents	$	91			—			52,673			27,951			—			80,715


Net increase (decrease) in cash and cash equivalents																			$	—			(21.2	)		5.0			(8.3	)		—			(24.5	)
Cash and cash equivalents:
Cash and cash equivalents, beginning of period		—			—			720			67,504			—			68,224		$	—			52.3			3.2			101.0			—			156.5
Net increase in cash and cash equivalents		91			—			52,673			27,951			—			80,715


Net increase (decrease) in cash and cash equivalents																				—			(21.2	)		5.0			(8.3	)		—			(24.5	)
Cash and cash equivalents, end of period	$	91			—			53,393			95,455			—			148,939		$	—			31.1			8.2			92.7			—			132.0

~~(21)~~(20) Subsequent ~~events~~Events

Dividend

On ~~October 28, 2015,~~May 4, 2016, our board of directors declared a dividend of ~~$0.09~~$0.0925 per share of common stock outstanding, payable on ~~December 3, 2015,~~June 21, 2016 to stockholders of record as of ~~November 20, 2015.~~

June 7, 2016.

Grant of Equity Awards

On April 4, 2016, the Company granted restricted stock units (“RSUs”) and stock options to certain employees. Each RSU represents one share of common stock deliverable to the employee upon vesting. The following table summarizes the terms of the awards.

Award Type

Vesting Term

Number of
Units/Options

Exercise Price

Grant-date
Fair Value

Contractual Term

(In thousands)

(In years)

RSUs

1/3 per year on grant-date anniversary

445

N/A

$
15.08

N/A

Options

1/3 per year on grant-date anniversary

352

$
15.08

5.79

10

The RSUs and options will be expensed based on their grant-date fair values on a straight-line basis over the requisite service period for the entire award. The grant-date fair value of the RSUs was determined using the market price of the Company’s common stock at the date of grant. The grant-date fair value of options was calculated using a Black-Scholes valuation model based on the following weighted average assumptions:

Exercise price

$
15.08

Expected term

6

Risk-free rate

1.4
%
Expected volatility

50.0
%
Expected dividend yield

2.4
%
Per share market value of MPG common stock

$
15.08

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 Company’s historical volatility as well as 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.

Wheel Bearing Reporting Unit

On May 5, 2016, the Company announced plans to exit operations at HHI’s wheel bearing reporting unit in Sandusky, Ohio. The Company anticipates an orderly wind-down and exit of operations by late 2016 or early 2017. The decision to exit operations had no impact on the unaudited condensed consolidated financial statements for the quarter ended April 3, 2016.

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

You should read the following discussion in conjunction with Management’s Discussion and Analysis of Financial ~~Conditions~~Condition and Results of Operations included in our Annual Report for the year ended December 31, ~~2014~~2015 as filed on ~~March 16, 2015~~February 29, 2016 with the Securities and Exchange Commission (“SEC”) and the ~~notes~~Notes to our Unaudited Condensed Consolidated Financial Statements included elsewhere in this report.

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

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 safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. We may also make forward-looking statements in other reports filed with the SEC, including the documents incorporated herein by reference, in materials delivered to stockholders, and in press releases. In addition, our officers and 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 beliefs, expectations and assumptions relating to our financial condition, results of operations, plans, projections, objectives, strategies, anticipated events and trends, future performance and business, the economy and other future conditions. 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,” “goal,” “seek,” “strategy,” “future,” 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. 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 and you should not rely on any of these forward-looking statements. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors are difficult to predict and could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements, including many factors that are outside of our control. We believe these factors include, but are not limited to, those described under or incorporated in“Item 1A. Risk ~~Factors”~~Factors of Part II” 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 is based only on information currently available to us and 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.

Overview

We are a leading provider of highly-engineered components for use in ~~powertrain~~Powertrain and ~~safety-critical applications~~Safety-Critical Platforms 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~~Tier I suppliers. We are headquartered in Southfield, Michigan, and our manufacturing is conducted in 5655 production facilities located throughout North and South America, Europe and Asia.

Our Segments

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

HHI segment, which is comprised of the HHI business;

Metaldyne segment, which is comprised of the Metaldyne business; and

~~HHI segment, which is comprised of the HHI business;~~

~~Metaldyne segment, which is comprised of the Metaldyne business; and~~

Grede segment, which is comprised of the Grede business.

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.

Results of Operations

Quarter Ended ~~September 27, 2015~~April 3, 2016 compared to Quarter Ended ~~September 28, 2014~~March 29, 2015

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


	Quarter Ended						Quarter Ended
	September 27, 2015			September 28, 2014			April 3, 2016		March 29, 2015
	(In millions)						(In millions)
Net sales	$	746.6			773.0		$	739.5		765.2
Cost of sales		620.4			655.5			603.0		636.7

Gross profit		126.2			117.5			136.5		128.5
Selling, general and administrative expenses		64.8			64.7			60.8		56.2

Operating income		61.4			52.8			75.7		72.3
Interest expense, net		26.0			28.4			26.5		27.6
Other, net		(1.7	)		(11.5	)		15.0		(5.2	)

Income before taxes		37.1			35.9			34.2		49.9
Income tax provision		8.8			11.2			9.2		17.3

Net income		28.3			24.7			25.0		32.6
Income attributable to noncontrolling interests		0.1			0.1			0.1		0.2

Net income attributable to stockholders	$	28.2			24.6		$	24.9		32.4

Net Sales

Net sales were ~~$746.6~~$739.5 million for the quarter ended ~~September 27, 2015~~April 3, 2016, as compared to ~~$773.0~~$765.2 million for the quarter ended ~~September 28, 2014,~~March 29, 2015, a decrease of ~~$26.4~~$25.7 million. ~~This~~The decrease was primarily driven by the impact of lower raw material surcharge ~~pass through~~pass-through of approximately ~~$27.0~~$37 million, a decrease in industrial and commercial sales of approximately $21 million, a decrease of approximately $16 million from the scheduled attrition of wheel bearing programs, unfavorable foreign currency movements of approximately ~~$17.0~~$4 million, and net price decreases of approximately ~~$7.0~~$4 million, ~~and lower industrial market volumes. These decreases were partially~~ offset by an increase of $56 million from increased volumes due to higher light vehicle ~~production.~~production levels.

The following table sets forth our net sales by segment for the quarters ended ~~September 27, 2015~~April 3, 2016 and ~~September 28, 2014:~~March 29, 2015:

   Quarter Ended    Increase
(Decrease)    Percent
Change
   September 27, 2015    September 28, 2014
   (In millions)
HHI segment
   $ 243.9       236.3       7.6       3.2 %
Metaldyne segment
   282.4       286.3       (3.9 )    (1.4 %)
Grede segment
   220.3       250.4       (30.1 )    (12.0 %)







Total
   $ 746.6       773.0       (26.4 )

	Quarter Ended				Increase			Percent
	April 3, 2016		March 29, 2015		(Decrease)			Change
			(In millions)
HHI segment	$	222.7		244.1		(21.4	)		(8.8	)%
Metaldyne segment		310.0		277.7		32.3			11.6	%
Grede segment		206.8		243.4		(36.6	)		(15.0	)%
Total	$	739.5		765.2		(25.7	)

The ~~increase~~decrease in HHI net sales was primarily attributable to ~~increased volumes mainly from higher North American light vehicle production levels partially offset by~~ lower raw material surcharge pass-through of approximately $16 million, scheduled attrition of wheel bearing programs of approximately $16 million, and net price ~~decreases.~~decreases of approximately $2 million, partially offset by an increase in volume from higher light vehicle production levels.

The ~~slight decrease~~increase in Metaldyne net sales was primarily attributable to increased volumes due to higher light vehicle production levels of approximately $40 million, partially offset by unfavorable foreign currency movements of approximately $4 million, 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.~~surcharge pass-through.

The decrease in Grede net sales was primarily attributable to the decrease in industrial ~~volume, heavy truck volume~~ and commercial volumes of approximately $21 million, lower raw material surcharge pass-through of approximately $17 million, partially offset ~~slightly~~ by ~~an increase in~~increased light vehicle ~~volume.~~volumes.

Cost of Sales

Cost of sales was ~~$620.4~~$603.0 million for the quarter ended ~~September 27, 2015~~April 3, 2016, as compared to ~~$655.5~~$636.7 million for the quarter ended ~~September 28, 2014,~~March 29, 2015, a decrease of ~~$35.1~~$33.7 million. ~~The~~This decrease was primarily driven by ~~favorable foreign currency movements of approximately $16.0 million,~~the lower raw material surcharge costs of approximately ~~$28.0~~$40 million, lower costs due to foreign currency exchange of approximately $4 million, net manufacturing cost reductions, and lower ~~depreciation. These decreases were~~depreciation and lower industrial and commercial volumes, partially offset by ~~a net increase in volume. The volume change was~~increased costs from higher volumes due to ~~higher~~increased light vehicle production ~~partially offset by lower industrial production.~~levels.

The following table sets forth our cost of sales by segment for the quarters ended ~~September 27, 2015~~April 3, 2016 and ~~September 28, 2014:~~March 29, 2015:

   Quarter Ended    Increase
(Decrease)    Percent
Change
   September 27, 2015    September 28, 2014
   (In millions)
HHI segment
   $ 199.7       197.7       2.0       1.1 %
Metaldyne segment
   237.5       243.9       (6.4 )    (2.6 %)
Grede segment
   183.2       213.9       (30.7 )    (14.3 %)







Total
   $ 620.4       655.5       (35.1 )

	Quarter Ended				Increase			Percent
	April 3, 2016		March 29, 2015		(Decrease)			Change
			(In millions)
HHI segment	$	187.5		201.7		(14.2	)		(7.0	)%
Metaldyne segment		248.3		235.1		13.2			5.6	%
Grede segment		167.2		199.9		(32.7	)		(16.4	)%
Total	$	603.0		636.7		(33.7	)

The ~~slight increase~~decrease in HHI cost of sales was primarily due to ~~increased volumes, offset by lower scrap sales price,~~ lower raw material surcharge costs ~~and~~of approximately $19 million, partially offset by higher net manufacturing ~~cost savings.~~costs.

The ~~decrease~~increase in Metaldyne cost of sales was primarily attributable to increased volumes of approximately $28 million, partially offset by foreign currency movements, ~~lower depreciation and~~ lower raw material surcharge costs, ~~partially offset by increased volumes~~ and ~~higher wages, benefits and utilities.~~net manufacturing costs reductions.

The decrease in Grede cost of sales was primarily attributable to ~~the lower volumes in the industrial and heavy truck markets, as well as~~ lower raw material surcharge costs ~~and lower depreciation.~~

of approximately $17 million as well as costs associated with volume reduction of approximately $13 million.

Gross Profit

Gross profit was ~~$126.2~~$136.5 million for the quarter ended ~~September 27, 2015~~April 3, 2016, as compared to ~~$117.5~~$128.5 million for the quarter ended ~~September 28, 2014,~~March 29, 2015, an increase of ~~$8.7~~$8.0 million. ~~This~~The increase was primarily driven ~~largely~~ by the impact of ~~lower depreciation and~~increased volumes, net manufacturing cost reductions, and lower depreciation. These increases were partially offset by lower scrap sales of approximately $2.2 million 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 ~~September 27, 2015~~April 3, 2016 and ~~September 28, 2014:~~March 29, 2015:

   Quarter Ended    Increase    Percent
Change
   September 27, 2015    September 28, 2014
   (In millions)
HHI segment
   $ 44.2       38.6       5.6       14.5 %
Metaldyne segment
   44.9       42.3       2.6       6.1 %
Grede segment
   37.1       36.6       0.5       1.4 %







Total
   $ 126.2       117.5       8.7

	Quarter Ended				Increase			Percent
	April 3, 2016		March 29, 2015		(Decrease)			Change
			(In millions)
HHI segment	$	35.2		42.4		(7.2	)		(17.0	)%
Metaldyne segment		61.7		42.6		19.1			44.8	%
Grede segment		39.6		43.5		(3.9	)		(9.0	)%
Total	$	136.5		128.5		8.0

The ~~increase~~decrease in HHI gross profit was primarily attributable to ~~increased sales volume and net manufacturing cost savings. These increases were partially offset by~~a decrease in volumes due to the scheduled attrition of wheel bearing programs, lower scrap sales, and ~~higher wages.~~net price reductions.

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

The ~~slight increase~~decrease in Grede gross profit was primarily attributable to ~~lower depreciation~~decrease in sales volumes and ~~amortization.~~

net price decreases, partially offset by net costs reductions.

Operating Income

Operating income was ~~$61.4~~$75.7 million for the quarter ended ~~September 27, 2015~~April 3, 2016, as compared to ~~$52.8~~$72.3 million for the quarter ended ~~September 28, 2014,~~March 29, 2015, an increase of ~~$8.6~~$3.4 million. ~~The~~This increase was primarily driven by the impact of higher gross profit ~~slightly~~of $8 million described above, partially offset by ~~higher~~a $4.6 million increase in selling, general, and administrative expenses. The increase in selling,

general, and administrative expenses was primarily due to increased wages and benefits, 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 ~~September 27, 2015~~April 3, 2016 and ~~September 28, 2014:~~March 29, 2015:

   Quarter Ended    Increase
(Decrease)    Percent
Change
   September 27, 2015    September 28, 2014
   (In millions)
HHI segment
   $ 24.9       17.2       7.7       44.8 %
Metaldyne segment
   26.6       23.9       2.7       11.3 %
Grede segment
   9.9       11.7       (1.8 )    (15.4 %)







Total
   $ 61.4       52.8       8.6

	Quarter Ended				Increase			Percent
	April 3, 2016		March 29, 2015		(Decrease)			Change
			(In millions)
HHI segment	$	18.3		26.5		(8.2	)		(30.9	)%
Metaldyne segment		43.2		26.3		16.9			64.3	%
Grede segment		14.2		19.5		(5.3	)		(27.2	)%
Total	$	75.7		72.3		3.4

The ~~increase~~decrease in HHI operating income was primarily attributable to the ~~increase~~decrease in gross ~~profit and decrease in SG&A costs.~~profit.

The increase in Metaldyne operating income was primarily attributable to the increase in gross ~~profit.~~profit, partially offset by higher wages and benefits.

The decrease in Grede operating income was primarily attributable to ~~an increase~~the decrease in gross profit and higher selling, general, and administrative ~~costs, mainly wage and benefit costs, including healthcare, slightly offset by an increase in gross profit.~~expenses.

Interest Expense, Net

Interest expense, net was ~~$26.0~~$26.5 million for the quarter ended ~~September 27, 2015~~April 3, 2016, as compared to ~~$28.4~~$27.6 million for the quarter ended ~~September 28, 2014,~~March 29, 2015, a decrease of ~~$2.4~~$1.1 million. The decrease in interest expense, ~~was largely~~net reflected lower average outstanding borrowings due to ~~a reduction in debt fee amortization due to the refinancing of debt in the fourth quarter of 2014 and~~ the pay down of long-term debt in ~~2015.~~2015 and lower average interest rates.

Other, Net

Other, net was ~~$1.7~~a loss of $15.0 million ~~of income~~ for the quarter ended ~~September 27, 2015~~April 3, 2016, as compared to income of ~~$11.5~~$5.2 million for the quarter ended ~~September 28, 2014,~~March 29, 2015, an unfavorable change of ~~$9.8~~$20.2 million. The change in other, net from 2015 was primarily due to a ~~decrease~~$19.2 million increase in ~~gains associated with~~ foreign currency ~~transactions.~~transactions losses, mostly from the remeasurement of our Euro Term Loan.

Income Taxes

The income tax provision for the ~~quarter~~three months ended ~~September 27,~~April 3, 2016 and March 29, 2015 ~~and September 28, 2014~~ was ~~$8.8~~$9.2 million and ~~$11.2~~$17.3 million, respectively. The ~~$2.4~~$8.1 million decrease was primarily attributable to a lower ~~effective tax rate, partially offset by higher~~ income before taxes due to the factors discussed ~~above. The~~above, and a lower effective ~~income~~tax rate. Our effective tax rate ~~for the quarter ended September 27, 2015~~ decreased ~~compared to prior~~year over year primarily due toa change in mix of projected annual income before tax across jurisdictions with different tax rates, the impact of ~~$5.2 million of non-deductible transaction costs~~provision to return adjustments at the Company’s subsidiaries in Mexico and South Korea, and other ~~non-recurring permanent differences in the prior year, in addition to a net change of $0.6 million in~~ discrete items. Our effective tax rate for the three months ended ~~September 27,~~April 3, 2016 and March 29, 2015 was 26.9% and ~~September 28, 2014 was 23.7% and 31.2%~~34.7%, respectively.

Net Income Attributable to Stockholders

Net income attributable to stockholders was ~~$28.2~~$24.9 million, or ~~3.8%~~3.4% of net sales for the quarter ended ~~September 27, 2015,~~April 3, 2016, as compared to ~~$24.6~~$32.4 million, or ~~3.2%~~4.2% of net sales for the quarter ended ~~September 28, 2014, an increase~~March 29, 2015, a decrease of ~~$3.6~~$7.5 million. The ~~increase~~decrease was primarily attributable to the factors discussed above.

Adjusted EBITDA

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


	Quarter Ended				Quarter Ended
	September 27, 2015		September 28, 2014		April 3, 2016		March 29, 2015
	(In millions)				(In millions)
Adjusted EBITDA
HHI segment	$	51.2		45.4	$	39.7		46.8
Metaldyne segment		48.5		49.9		64.7		47.1
Grede segment		29.1		35.0		33.3		38.7

Total	$	128.8		130.3	$	137.7		132.6

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

	Quarter ended
	April 3, 2016		March 29, 2015
	(In millions)
Income before tax	$	34.2		49.9
Interest expense, net		26.5		27.6
Depreciation and amortization		55.2		56.4
Loss (gain) on foreign currency		14.3		(5.0	)
Loss on fixed assets		0.3		0.2
Debt transaction expenses		—		0.1
Stock-based compensation		3.7		3.3
Non-recurring acquisition related items		1.3		(0.3	)
Non-recurring operational items		2.2		0.4
Adjusted EBITDA	$	137.7		132.6

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:

(gain) loss on foreign currency;

(gain) loss on fixed assets;

debt transaction expenses;

stock-based compensation;

non-recurring acquisition related items; and

~~(gain) loss on foreign currency;~~

~~(gain) loss on fixed assets;~~

~~debt transaction expenses;~~

~~stock-based compensation;~~

~~sponsor management fees;~~

~~non-recurring acquisition and purchase accounting related items; and~~

non-recurring operational items.

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.

Management uses Adjusted EBITDA or comparable metrics:

as a measurement used in comparing our operating performance on a consistent basis;

to calculate incentive compensation for our employees;

for planning purposes, including the preparation of our internal annual operating budget;

to evaluate the performance and effectiveness of our operational strategies; and

to assess compliance with various metrics associated with our agreements governing our indebtedness.

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:

Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

Adjusted EBITDA does not reflect all GAAP non-cash and non-recurring adjustments;

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect the cash requirements for such replacements;

Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes; and

~~Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;~~

~~Adjusted EBITDA does not reflect all GAAP non-cash and non-recurring adjustments;~~

~~Adjusted EBITDA does not reflect our tax expense or the cash requirements to pay our taxes; and~~

Adjusted EBITDA does not reflect the non-cash component of employee compensation.

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

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

   Quarter Ended
   September 27, 2015    September 28, 2014
   (In millions)
Net income
   $ 28.3       24.7
Income tax expense
   8.8       11.2
Interest expense, net
   26.0       28.4
Depreciation and amortization
   56.9       62.0
Gain on foreign currency
   (2.8 )    (13.2 )
Loss on fixed assets
   1.5       0.2
Stock-based compensation
   7.9       9.9
Sponsor management fees
   —         1.5
Non-recurring acquisition and purchase accounting related items
   1.3       4.7
Non-recurring operational items
   0.9       0.9




Adjusted EBITDA
   $ 128.8       130.3

~~Nine Months Ended September 27, 2015 compared to Nine Months Ended September 28, 2014~~

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

   Nine Months Ended
   September 27, 2015    September 28, 2014
   (In millions)
Net sales
   $ 2,312.0       1,954.8
Cost of sales
   1,915.2       1,649.9




Gross profit
   396.8       304.9
Selling, general and administrative expenses
   178.8       134.3
Acquisition costs
   —         13.0




Operating income
   218.0       157.6
Interest expense, net
   80.5       70.4
Loss on debt extinguishment
   0.4       0.3
Other, net
   (8.2 )    (7.1 )




Income before taxes
   145.3       94.0
Income tax provision
   40.3       31.1




Net income
   105.0       62.9
Income attributable to noncontrolling interests
   0.3       0.3




Net income attributable to stockholders
   $ 104.7       62.6

~~Net Sales~~

Net sales were $2,312.0 million for the nine months ended September 27, 2015 as compared to $1,954.8 million for the nine months ended September 28, 2014, an increase of $357.2 million. This increase was primarily driven by the impact of the Grede acquisition of approximately $409.0 million and increased volumes, mainly due to higher light vehicle production volume, partially offset by unfavorable foreign currency movements of approximately $57.0 million, lower raw material surcharge pass-through of approximately $46.0 million and net price decreases of approximately $10.0 million.

~~The following table sets forth our net sales by segment for the nine months ended September 27, 2015 and September 28, 2014:~~

   Nine Months Ended    Increase
(Decrease)    Percent
Change
   September 27, 2015    September 28, 2014
   (In millions)
HHI segment
   $ 750.1       729.4       20.7       2.8 %
Metaldyne segment
   860.8       894.0       (33.2 )    (3.7 %)
Grede segment
   701.1       331.4       369.7







Total
   $ 2,312.0       1,954.8       357.2

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 and price decreases.

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 nine month ended September 27, 2015, offset by lower raw material pass-through surcharges and lower volumes in the industrial market.

~~Cost of Sales~~

Cost of sales was $1,915.2 million for the nine months ended September 27, 2015 as compared to $1,649.9 million for the nine months ended September 28, 2014, an increase of $265.3 million. This increase was primarily driven by the impact of the Grede acquisition of approximately $338.0 million, lower scrap sales, and higher wages, benefits and utilities. These increases were partially offset by favorable foreign currency movements of approximately $51.0 million, lower raw material surcharge costs of approximately $45.0 million, net manufacturing cost reductions, and lower depreciation.

~~The following table sets forth our cost of sales by segment for the nine months ended September 27, 2015 and September 28, 2014:~~

   Nine Months Ended    Increase
(Decrease)    Percent
Change
   September 27, 2015    September 28, 2014
   (In millions)
HHI segment
   $ 609.9       605.1       4.8       0.8 %
Metaldyne segment
   720.9       759.7       (38.8 )    (5.1 %)
Grede segment
   584.4       285.1       299.3







Total
   $ 1,915.2       1,649.9       265.3

The increase in HHI cost of sales was primarily due to increased volumes, lower scrap sales and higher wages, benefits and utilities partially offset by lower raw material surcharge costs 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 costs 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 nine months ended September 27, 2015, partially offset by lower raw material surcharge costs.

~~Gross Profit~~

Gross profit was $396.8 million for the nine months ended September 27, 2015 as compared to $304.9 million for the nine months ended September 28, 2014, an increase of $91.9 million. This increase was primarily driven by the impact of the Grede acquisition of approximately $71.0 million, increased volumes, net manufacturing cost reductions, and lower depreciation. These increases were partially offset by lower scrap sales of approximately $9.0 million 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 nine months ended September 27, 2015 and September 28, 2014:~~

   Nine Months Ended    Increase
(Decrease)    Percent
Change
   September 27, 2015    September 28, 2014
   (In millions)
HHI segment
   $ 140.2       124.3       15.9       12.8 %
Metaldyne segment
   139.9       134.2       5.7       4.2 %
Grede segment
   116.7       46.4       70.3







Total
   $ 396.8       304.9       91.9

The increase in HHI gross profit was primarily attributable to increase in light vehicle sales volume and net manufacturing cost savings partially offset by lower scrap sales and increased wages and benefits.

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

~~The increase in Grede gross profit was primarily attributable to the additional five months of results included in the nine months ended September 27, 2015.~~

~~Operating Income~~

Operating income was $218.0 million for the nine months ended September 27, 2015 as compared to $157.6 million for the nine months ended September 28, 2014, an increase of $60.4 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 nine months ended September 27, 2015 and September 28, 2014:~~

   Nine Months Ended    Increase
(Decrease)    Percent
Change
   September 27, 2015    September 28, 2014
   (In millions)
HHI segment
   $ 89.4       73.8       15.6       21.1 %
Metaldyne segment
   87.4       82.9       4.5       5.4 %
Grede segment
   41.2       0.9       40.3







Total
   $ 218.0       157.6       60.4

~~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 nine months ended September 27, 2015.~~

~~Interest Expense, Net~~

Interest expense, net was $80.5 million for the nine months ended September 27, 2015 as compared to $70.4 million for the nine months ended September 28, 2014, an increase of $10.1 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 higher overall interest rates due to the issuance of our Registered Notes in October of 2014, partially offset by lower debt fee amortization and pay down of long-term debt in 2015.

~~Other, Net~~

Other, net was $8.2 million of income for the nine months ended September 27, 2015 as compared to income of $7.1 million for the nine months ended September 28, 2014, a favorable change of $1.1 million. The change in other, net was primarily due to an increase in gains associated with foreign currency transactions.

~~Income Taxes~~

The income tax provision for the nine months ended September 27, 2015 and September 28, 2014 was $40.3 million and $31.1 million, respectively. The $9.2 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 for the nine months ended September 27, 2015 and September 28, 2014 was 27.7% and 33.1%, respectively.

The effective income tax rate for the nine months ended September 27, 2015 decreased compared to prior year primarily due to the impact of $5.2 million of non-deductible transaction costs and other non-recurring permanent differences in the prior year and a tax benefit of $3.1 million in the current year 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 nine month period ended September 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.

~~Net Income Attributable to Stockholders~~

Net income attributable to stockholders was $104.7 million, or 4.5% of net sales for the nine months ended September 27, 2015, as compared to $62.6 million, or 3.2% of net sales for the nine months ended September 28, 2014, an increase of $42.1 million. The increase was primarily attributable to the factors discussed above.

~~Adjusted EBITDA~~

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

   Nine Months Ended
   September 27, 2015    September 28, 2014
   (In millions)
Adjusted EBITDA

HHI segment
   $ 157.3       146.4
Metaldyne segment
   152.0       159.5
Grede segment
   105.7       47.1




Total
   $ 415.0       353.0

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

   Nine Months Ended
   September 27, 2015    September 28, 2014
   (In millions)
Net income
   $ 105.0       62.9
Income tax expense
   40.3       31.1
Interest expense, net
   80.5       70.4
Depreciation and amortization
   172.1       152.5
Gain on foreign currency
   (11.7 )    (11.5 )
Loss on fixed assets
   1.9       1.4
Loss on debt extinguishment
   0.4       0.3
Debt transaction expenses
   1.7       2.8
Stock-based compensation
   15.4       14.5
Sponsor management fees
   —         3.7
Non-recurring acquisition and purchase accounting related items
   1.4       22.8
Non-recurring operational items
   8.0       2.1




Adjusted EBITDA
   $ 415.0       353.0

Liquidity and Capital Resources

As of ~~September 27, 2015,~~April 3, 2016, we had cash and cash equivalents of ~~$124.6~~$172.9 million and total indebtedness, inclusive of capitalized lease obligations, of ~~$1,898.6~~$1,871.9 million. We also have access to additional liquidity pursuant to the terms of our revolving credit facility. As of ~~September 27, 2015, $236.5~~April 3, 2016, $236.2 million was available on our revolving credit facility after giving effect to letters of credit of ~~$13.5~~$13.8 million.

On February 24, 2016, our board of directors declared a dividend of $0.09 per share, payable April 26, 2016 to stockholders of record as of April 12, 2016.

On May 4, 2016, our board of directors declared a dividend of $0.0925 per share, payable June 21, 2016 to stockholders of record as of June 7, 2016.

On February 24, 2016, our board of directors authorized a share repurchase program (the “Share Repurchase Program”) pursuant to which the Company may, from time to time, purchase shares of its common stock for an aggregate repurchase price not to exceed $25.0 million. Subject to applicable rules and regulations, the shares may be repurchased through open market purchases, privately negotiated transactions, or otherwise. The Share Repurchase Program expires in February, 2017, and may be terminated or amended by the Company’s board of directors in its discretion at any time. As of April 3, 2016, the Company has repurchased 191,645 shares of its common stock at an average price per share of $15.21.

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”):

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

As of ~~September 27, 2015, $98.9~~April 3, 2016, $99.6 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”):~~


	~~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~~

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.

~~The revised terms were 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. All other terms on the senior credit facilities remain substantially unchanged.

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

~~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.~~

~~In September 2015, the board of directors authorized and the Company made a voluntary prepayment of $25.0 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”). In June 2015, the Company completed an offer to exchange notes registered with the SEC (the “Registered Notes”) for its original 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. As of the exchange offer expiration on June 8, 2015, all of the outstanding original senior 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 stockholders of record as of May 12, 2015.~~

~~On July 29, 2015 our board of directors declared a dividend of $0.09 per share. The dividend was paid on August 31, 2015 to stockholders of record as of August 17, 2015.~~

~~On October 28, 2015, our board of directors declared a dividend of $0.09 per share, payable on December 3, 2015, to stockholders of record as of November 20, 2015.~~

Cash Flows

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

   Nine Months Ended
   September 27, 2015    September 28, 2014
   (In millions)
Cash flows from operating activities
   $ 211.6       190.6
Cash flows from investing activities
   (165.2 )    (931.6 )
Cash flows from financing activities
   (69.5 )    825.6
Effect of exchange rates on cash
   (8.8 )    (3.9 )




Net increase (decrease) in cash and cash equivalents
   $ (31.9 )    80.7

	Quarter Ended
	April 3, 2016			March 29, 2015
	(In millions)
Cash flows provided by operating activities	$	60.6			52.6
Cash flows used for investing activities		(51.9	)		(60.7	)
Cash flows used for financing activities		(7.6	)		(10.8	)
Effect of exchange rates		3.6			(5.6	)
Net increase (decrease) in cash and cash equivalents	$	4.7			(24.5	)

For the ~~nine months~~quarter ended ~~September 27,~~April 3, 2016, cash flows from operating activities reflected results of operations exclusive of non-cash income and expenses, primarily depreciation and amortization, deferred income taxes, foreign currency adjustment, and stock-based compensations, offset by a net increase in working capital. For the quarter ended March 29, 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, ~~and~~offset by a net increase in working capital due to seasonality. For the nine months ended September 28, 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 an increase in working capital due to seasonality.capital.

For the ~~nine months~~quarters ended ~~September 27,~~April 3, 2016 and March 29, 2015, cash flows from investing activities primarily reflected capital expenditures of $168.7 million, offset by cash proceeds from the sale of fixed assets. For the nine months ended September 28, 2014, cash flows from investing activities primarily reflected the consideration paid for the Grede Transaction, $829.7$51.9 million and ~~capital expenditures of $102.2 million.~~$60.7 million, respectively.

For the ~~nine months~~quarter ended September 27, 2015, cash flows from financing activities primarily reflected the re-pricing of our term loan in May 2015, which resulted in a full repayment of our previous 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 $45.0 million of prepayments made on our new U.S. Dollar term loan, a $10.0 million prepayment made on our previous term loan, and $12.1 million of dividends paid to common stockholders. For the nine months ended September 28, 2014April 3, 2016, the cash flows from financing activities primarily reflected repayments of long-term debt and other debt, and purchases of treasury stock. For the ~~issuance~~quarter ended March 29, 2015, the cash flows from financing activities primarily reflected repayments of a $600.0 million term loan and capital contributions of $260.5 million primarily 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.long-term debt.

~~ITEM 3.~~

~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Item 7A—Quantitative and Qualitative Analysis of Market Risk,” in our ~~2014~~2015 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.February 29, 2016.

The Euro ~~denominated debt~~Term Loan 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 Euro to U.S. dollar exchange rate would have on the carrying value of our Euro denominated debt as of ~~September 27, 2015:~~April 3, 2016:


Change in exchange rate:	10% increase in Euro to U.S. dollar exchange rate		10% decrease in Euro to U.S. dollar 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	$	25.2	$	(25.2	)	$	25.3		(25.3	)

~~ITEM 4.~~ ~~CONTROLS AND PROCEDURES~~

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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 ~~September 27, 2015,~~April 3, 2016, 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 September 27, 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.

~~Remediation Efforts to Address Material Weakness~~

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 have been implemented and are in the process of being tested.

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. 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.effective.

Changes in Internal Control over Financial Reporting

~~Other than as discussed above under “Remediation Efforts to Address Material Weakness” there~~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 ~~September 27, 2015.~~

April 3, 2016.

PART II – ~~OTHER~~OTHER INFORMATION

~~ITEM 1.~~

~~LEGAL PROCEEDINGS~~

ITEM 1. LEGAL PROCEEDINGS

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.”

~~ITEM 1A.~~

~~RISK FACTORS~~

ITEM 1A. RISK FACTORS

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~~2015 as filed on ~~March 16, 2015~~February 29, 2016 with the SEC. See also, “Information about Forward-Looking Statements” included in Part I, Item 2 of this Quarterly Report on Form 10-Q.

ITEM 6. EXHIBITS

~~ITEM 6.~~

Number

~~EXHIBITS~~

		Exhibit
~~Number~~		~~Exhibit~~
31.1
~~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

Signatures

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

Metaldyne Performance Group Inc.



/s/ George Thanopoulos ~~George Thanopoulos~~	Chief Executive Officer	May 5, 2016
George Thanopoulos	(Principal Executive Officer)	~~November 3, 2015~~

/s/ Mark Blaufuss ~~Mark Blaufuss~~	Chief Financial Officer	May 5, 2016
Mark Blaufuss	(Principal Financial and Accounting Officer)	~~November 3, 2015~~

5030

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Accelerated filer

Non-accelerated filer

Smaller reporting company