10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from                     To                    

Commission File Number 001-12505

CORE MOLDING TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	31-1481870
(State or other jurisdiction incorporation or organization)	(I.R.S. Employer Identification No.)
800 Manor Park Drive, P.O. Box 28183 Columbus, Ohio	43228-0183
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code (614) 870-5000

N/A

Former name, former address and former fiscal year, if changed since last report.

     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 þ                 NO o

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

Large accelerated filer o                 Accelerated filer o                 Non-accelerated filer þ

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o                 No þ

     As of August 10, 2007 the latest practicable date, 6,721,035 shares of the registrant’s common shares were issued and outstanding.

Table of Contents

Part I – Financial Information
Item 1 Financial Statements
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Income	4
Condensed Consolidated Statement of Stockholders’ Equity	5
Condensed Consolidated Statements of Cash Flows	6
Notes to Condensed Consolidated Financial Statements	7
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3 Quantitative and Qualitative Disclosures About Market Risk	19
Item 4 Control and Procedures	20
Part II – Other Information	21
Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3. Defaults Upon Senior Securities	21
Item 4. Submission of Matters to a Vote of Security Holders	21
Item 5. Other Information	21
Item 6. Exhibits	21
Signatures	22
Index to Exhibits	23
EX-10(a)
EX-31(a)
EX-31(b)
EX-32(a)
EX-32(b)

2

Part 1 — Financial Information

Core Molding Technologies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	June 30,			December 31,
	2007			2006
	(Unaudited)
Assets
Current Assets:
Cash	$	17,454,549		$	16,096,223
Accounts receivable (less allowance for doubtful accounts:
June 30, 2007 — $226,000; December 31, 2006 — $262,000)		19,675,040			22,456,177
Inventories:
Finished and work in process goods		2,628,584			2,793,993
Stores		4,732,190			4,598,983
Total inventories		7,360,774			7,392,976
Deferred tax asset		1,469,756			1,529,592
Foreign sales tax receivable		994,884			1,032,058
Income tax receivable		—			1,432,324
Tooling in progress		362,510			—
Prepaid expenses and other current assets		1,078,026			730,109
Total current assets		48,395,539			50,669,459
Property, plant and equipment		58,075,911			56,927,053
Accumulated depreciation		(28,103,768	)		(26,389,062	)
Property, plant and equipment – net		29,972,143			30,537,991
Deferred tax asset		6,862,336			6,916,348
Interest rate swap		2,437			—
Goodwill		1,097,433			1,097,433
Customer list / non-compete, net		113,221			138,814
Other assets		158,485			145,668
Total		86,601,594			89,505,713
Liabilities and Stockholders’ Equity
Liabilities:
Current liabilities
Current portion of long-term debt	$	1,840,716		$	1,815,716
Current portion of postretirement benefits liability		247,000			247,000
Accounts payable		10,078,719			10,735,295
Tooling in progress		—			1,179,684
Accrued liabilities:
Compensation and related benefits		3,411,575			7,111,475
Other		1,461,330			2,005,408
Total current liabilities		17,039,340			23,094,578
Long-term debt		6,851,421			7,779,279
Interest rate swap		—			35,848
Graduated lease payments		5,864			41,050
Postretirement benefits liability		16,757,239			15,860,558
Commitments and Contingencies Stockholders’ Equity:
Preferred stock — $0.01 par value, authorized shares – 10,000,000;
Outstanding shares June 30, 2007 and December 31, 2006– 0		—			—
Common stock — $0.01 par value, authorized shares — 20,000,000;
Outstanding shares: 10,321,035 at June 30, 2007 and 10,204,607 at December 31, 2006		103,210			102,046
Paid-in capital		22,470,793			21,872,723
Accumulated other comprehensive loss, net of income tax benefit		(2,912,575	)		(3,019,315	)
Retained earnings		26,286,302			23,738,946
Total stockholders’ equity		45,947,730			42,694,400
Total	$	86,601,594		$	89,505,713

See notes to condensed consolidated financial statements.

3

Core Molding Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Income
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Net Sales:
Products	$	24,685,106		$	38,425,961		$	55,336,042		$	73,780,619
Tooling		13,610,170			1,084,696			14,188,325			2,232,352
Total Sales		38,295,276			39,510,657			69,524,367			76,012,971
Cost of sales		33,105,221			30,998,160			58,891,969			60,025,529
Postretirement benefits expense		584,981			665,598			1,201,638			1,311,972
Total cost of sales		33,690,202			31,663,758			60,093,607			61,337,501
Gross Margin		4,605,074			7,846,899			9,430,760			14,675,470
Selling, general and administrative expense		2,649,944			3,764,542			5,606,163			6,799,132
Postretirement benefits expense		137,218			136,327			272,582			278,208
Total selling, general and administrative expense		2,787,162			3,900,869			5,878,745			7,077,340
Income before interest and taxes		1,817,912			3,946,030			3,552,015			7,598,130
Interest income		248,290			130,854			493,063			254,178
Interest expense		(126,024	)		(157,795	)		(262,713	)		(320,097	)
Income before income taxes		1,940,178			3,919,089			3,782,365			7,532,211
Income tax expense		674,045			1,416,062			1,303,462			2,747,277
Net Income	$	1,266,133		$	2,503,027		$	2,478,903		$	4,784,934
Net income per common share:
Basic	$	0.12		$	0.25		$	0.24		$	0.48
Diluted	$	0.12		$	0.24		$	0.23		$	0.46
Weighted average shares outstanding:
Basic		10,313,249			10,072,062			10,288,840			10,059,454
Diluted		10,618,444			10,402,252			10,616,637			10,427,346

See notes to condensed consolidated financial statements

4

Core Molding Technologies, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity
(Unaudited)

	Common Stock
	Outstanding						Accumulated
							Other					Total
					Paid-in		Comprehensive			Retained		Stockholders’
	Shares		Amount		Capital		Income (Loss)			Earnings		Equity
Balance at January 1, 2007		10,204,607	$	102,046	$	21,872,723	$	(3,019,315	)	$	23,738,946	$	42,694,400
Cumulative impact of change in accounting for uncertainties in income taxes (FIN 48 – see Note 7)											68,453		68,453
Net Income											2,478,903		2,478,903
Common shares issued from exercise of stock options		109,256		1,092		340,640							341,732
Tax benefit from exercise of stock options						112,217							112,217
Restricted stock issued		7,172		72		51,136							51,208
Share based compensation						94,077							94,077
Hedge accounting effect of the interest rate swaps at June 30, 2007 net of deferred income tax expense of $13,017								20,923					20,923
Amortization of previously unrecognized postretirement plan loss, net of deferred income tax expense of $49,755								85,817					85,817
Balance at June 30, 2007		10,321,035	$	103,210	$	22,470,793	$	(2,912,575	)	$	26,286,302	$	45,947,730

See notes to condensed consolidated financial statements.

5

Core Molding Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows
(Unaudited)

	Six Months Ended
	June 30,
	2007			2006
Cash flows from operating activities:
Net income	$	2,478,903		$	4,784,934
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,762,480			1,318,374
Deferred income taxes		(8,760	)		—
Share based compensation		145,285			207,750
Interest income related to ineffectiveness of swap		(4,345	)		—
(Gain) loss on disposal of assets		(1,039	)		10,363
Amortization of gain on sale/leaseback transactions		—			(169,057	)
Loss on translation of foreign currency financial statements		30,933			98,280
Change in assets and liabilities:
Accounts receivable		2,781,137			(6,092,772	)
Inventories		32,202			374,748
Prepaid and other assets		(310,742	)		(814,818	)
Accounts payable		(766,229	)		1,242,109
Accrued and other liabilities		(4,260,745	)		1,738,553
Postretirement benefits liability		1,032,252			1,126,304
Net cash provided by operating activities		2,911,332			3,824,768
Cash flows from investing activities:
Purchase of property, plant and equipment		(1,070,136	)		(3,271,271	)
Proceeds from sale of property and equipment		1,039			5,200
Net cash used in investing activities		(1,069,097	)		(3,266,071	)
Cash flows from financing activities:
Proceeds from issuance of common stock		341,732			93,197
Tax effect from exercise of stock options		112,217			—
Payments of principal on secured note payable		(642,858	)		(642,858	)
Payment of principal on industrial revenue bond		(260,000	)		(240,000	)
Payments in advance of treasury stock repurchase		(35,000	)		—
Net cash used in financing activities		(483,909	)		(789,661	)
Net increase (decrease) in cash and cash equivalents		1,358,326			(230,964	)
Cash and cash equivalents at beginning of period		16,096,223			9,413,994
Cash and cash equivalents at end of period	$	17,454,549		$	9,183,030
Cash paid for:
Interest (net of capitalized interest)	$	270,822		$	56,323
Income taxes	$	686,227		$	1,579,133

See notes to condensed consolidated financial statements.

6

Core Molding Technologies, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements
(Unaudited)

1. Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States of America for interim reporting, which are less than those required for annual reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (all of which are normal and recurring in nature) necessary to present fairly the financial position of Core Molding Technologies, Inc. and its subsidiaries (“Core Molding Technologies” or the “Company”) at June 30, 2007, and the results of their operations and cash flows for the three and six months ended June 30, 2007. The “Consolidated Notes to Financial Statements,” which are contained in the 2006 Annual Report to Shareholders, should be read in conjunction with these condensed consolidated financial statements.

     Core Molding Technologies and its subsidiaries operate in the plastics market in a family of products known as “reinforced plastics”. Reinforced plastics are combinations of resins and reinforcing fibers (typically glass or carbon) that are molded to shape. Core Molding Technologies operates production facilities in Columbus, Ohio; Batavia, Ohio; Gaffney, South Carolina; and Matamoros, Mexico. The Columbus and Gaffney facilities produce reinforced plastics by compression molding sheet molding compound (“SMC”) in a closed mold process. The Batavia facility produces reinforced plastic products by a robotic spray-up open mold process and resin transfer molding (“RTM”) closed mold process utilizing multiple insert tooling (“MIT”). The Matamoros facility utilizes spray-up and hand lay-up open mold processes and RTM closed mold process to produce reinforced plastic products.

2. Earnings Per Common Share

     Basic earnings per common share is computed based on the weighted average number of common shares outstanding during the period. Diluted earnings per common share are computed similarly but include the effect of the assumed exercise of dilutive stock options and restricted stock under the treasury stock method.

     The computation of basic and diluted earnings per common share is as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2007			2006			2007			2006
Net income	$	1,266,133		$	2,503,027		$	2,478,903		$	4,784,934
Weighted average common shares outstanding		10,313,249			10,072,062			10,288,840			10,059,454
Plus: dilutive options assumed exercised		606,700			928,450			606,700			928,450
Less: shares assumed repurchased with proceeds from exercise		(325,699	)		(600,239	)		(302,985	)		(561,547	)
Plus: dilutive effect of nonvested restricted stock grants		24,194			1,979			24,082			989
Weighted average common and potentially issuable common shares outstanding		10,618,444			10,402,252			10,616,637			10,427,346
Basic earnings per common share	$	0.12		$	0.25		$	0.24		$	0.48
Diluted earnings per common share	$	0.12		$	0.24		$	0.23		$	0.46

At June 30, 2007 and 2006 there were 33,000 and 55,000 antidilutive options, respectively.

7

3. Sales Revenue

     Core Molding Technologies currently has two major customers, International Truck & Engine Corporation (“International”) and PACCAR, Inc. (“PACCAR”). Major customers are defined as customers whose current year sales individually consist of more than ten percent of total sales. The following table presents sales revenue for the above-mentioned customers for the three and six months ended June 30, 2007 and 2006:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2007		2006		2007		2006
International product sales	$	11,289,338	$	17,898,659	$	23,719,615	$	35,061,828
International tooling sales		7,869,493		107,155		8,143,381		1,254,811
Total International sales		19,158,831		18,005,814		31,862,996		36,316,639
PACCAR product sales		6,364,693		8,752,870		14,210,671		16,581,607
PACCAR tooling sales		5,419,794		708,510		5,514,794		708,510
Total PACCAR sales		11,784,487		9,461,380		19,725,465		17,290,117
Other product sales		7,031,075		11,774,432		17,405,756		22,137,184
Other tooling sales		320,883		269,031		530,150		269,031
Total Other sales		7,351,958		12,043,463		17,935,906		22,406,215
Total product sales		24,685,106		38,425,961		55,336,042		73,780,619
Total tooling sales		13,610,170		1,084,696		14,188,325		2,232,352
Total sales	$	38,295,276	$	39,510,657	$	69,524,367	$	76,012,971

4. Comprehensive Income

     Comprehensive income represents net income plus the results of certain equity changes not reflected in the Statements of Income. The components of comprehensive income, net of tax, are as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2007		2006		2007		2006
Net income	$	1,266,133	$	2,503,027	$	2,478,903	$	4,784,934
Amortization of previously unrecognized postretirement plan loss, net of deferred tax expense of $24,877 and $49,755 for the three and six months ending June 30, 2007		42,910		—		85,817		—
Hedge accounting effect of interest rate swaps, net of deferred income tax expense of $22,198 and $13,017 for the three and six months ending June 30, 2007 and $25,931 and $63,640 for the three and six months ending June 30, 2006, respectively		39,018		50,339		20,923		123,538
Comprehensive income	$	1,348,061	$	2,553,366	$	2,585,643	$	4,908,472

8

5. Postretirement Benefits

     The components of expense for all of Core Molding Technologies’ postretirement benefits plan for the three and six months ended June 30, 2007 and 2006 are as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2007		2006		2007		2006
Pension expense:
Defined contribution plan Contributions	$	107,000	$	131,000	$	227,000	$	262,000
Multi-employer plan Contributions		105,000		101,000		215,000		202,000
Total pension expense		212,000		232,000		442,000		464,000
Health and life insurance:
Service cost		187,000		274,000		399,000		541,000
Interest cost		269,000		224,000		498,000		442,000
Amortization of net loss		55,000		72,000		135,000		143,000
Net periodic benefit cost		511,000		570,000		1,032,000		1,126,000
Total postretirement benefits Expense	$	723,000	$	802,000	$	1,474,000	$	1,590,000

     Core Molding Technologies has made approximately $735,000 of post retirement benefit payments through June 30, 2007, of which $521,000 was accrued at December 31, 2006, and expects to make approximately $210,000 of postretirement benefit payments through the remainder of 2007.

6. Interest Rate Swaps

     In conjunction with its variable rate Industrial Revenue Bond (“IRB”) the Company entered into an interest rate swap agreement, which is designated as a cash flow hedging instrument. Under this agreement, the Company pays a fixed rate of 4.89% to the bank and receives 76% of the 30-day commercial paper rate. The swap term and notional amount matches the payment schedule on the IRB with final maturity in April 2013. The difference paid or received varies as short-term interest rates change and is accrued and recognized as an adjustment to interest expense. While the Company is exposed to credit loss on its interest rate swap in the event of non-performance by the counterparty to the swap, management believes such non-performance is unlikely to occur given the financial resources of the counterparty. The effectiveness of the swap is assessed at each financial reporting date by comparing the commercial paper rate of the swap to the benchmark rate underlying the variable rate of the Industrial Revenue Bond. In all periods presented this cash flow hedge was highly effective; any ineffectiveness was not material. None of the changes in fair value of the interest rate swap have been excluded from the assessment of hedge effectiveness.

     Effective January 1, 2004, the Company entered into an interest rate swap agreement, which is designated as a cash flow hedge of the bank note payable. Under this agreement, the Company pays a fixed rate of 5.75% to the bank and receives LIBOR plus 200 basis points. The swap term and notional amount match the payment schedule on the secured note payable with final maturity in January 2011. The interest rate swap is a highly effective hedge because the amount, benchmark interest rate index, term, and repricing dates of both the interest rate swap and the hedged variable interest cash flows are exactly the same. While the Company is exposed to credit loss on its interest rate swap in the event of non-performance by the counterparty to the swap, management believes that such non-performance is unlikely to occur given the financial resources of the counterparty.

9

7. Income Taxes

     The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109” (“FIN 48”) on January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“FAS 109”). This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority based solely on the technical merits of the position. An uncertain tax position will not be recognized if it has less than a fifty percent likelihood of being sustained. FIN 48 also provides guidance on derecognition of tax benefits, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company recognizes accrued interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

     The Company recognized a $68,453 increase to retained earnings upon the adoption of FIN 48. This increase is represented by the recognition of state tax benefits of $212,054 and related accrued interest receivable of $15,706. These benefits generate a federal tax liability of $59,833. The Company also recorded a liability for unrecognized tax benefits of $51,775 and $47,699 related to uncertain state and foreign tax positions, respectively and the amounts are recorded in other accrued liabilities in the condensed consolidated balance sheet. The unrecognized tax liability at January 1, 2007 of $99,474 was unchanged as of June 30, 2007. There are no federal or state income tax audits in process. During the year ended December 31, 2006, the Company recorded no interest expense or penalties related to unrecognized tax benefit and no interest and penalties were accrued on the consolidated balance sheet at December 31, 2006.

     The Company files income tax returns in the U.S. federal jurisdiction, Mexico and various state jurisdictions. The Company is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2003 and is subject to income tax examinations by Mexican authorities since the Company began business in Mexico in 2001. The Company does not anticipate that the unrecognized tax benefits will significantly change within the next twelve months.

8. Stock Based Compensation

     Core Molding Technologies has a Long Term Equity Incentive Plan (the “2006 Plan”), as approved by the shareholders in May 2006. This 2006 Plan replaced the Long Term Equity Incentive Plan (the “Original Plan”) as originally approved by the shareholders in May 1997 and as amended in May 2000. The 2006 Plan allows for grants to directors and key employees of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, performance shares, performance units and other incentive awards (“Stock Awards”) up to an aggregate of 3,000,000 awards, each representing a right to buy a share of Core Molding Technologies common stock. Stock Awards can be granted under the 2006 Plan through the earlier of December 31, 2015, or the date the maximum number of available awards under the 2006 Plan have been granted.

Stock Options

     The following summarizes the activity relating to stock options under the plans mentioned above for the six months ended June 30, 2007:

	Number			Weighted
	of			Average
	Shares			Exercise Price
Outstanding at December 31, 2006		799,956		$	3.35
Exercised		(109,256	)		3.13
Granted		—			—
Forfeited		(51,000	)		4.27
Outstanding at June 30, 2007		639,700			3.31
Exercisable at June 30, 2007		432,340		$	3.25

10

     The following summarizes the status of, and changes to, unvested options during the six months ended June 30, 2007:

	Number			Weighted
	Of			Average
	Shares			Exercise Price
Unvested at December 31, 2006		306,780		$	3.54
Granted		—			—
Vested		(50,920	)		3.17
Forfeited		(48,500	)		3.89
Unvested at June 30, 2007		207,360		$	3.45

     At June 30, 2007, there was $359,984 of total unrecognized compensation cost, related to unvested stock options granted under the plans. Total compensation cost related to incentive stock options for the three and six months ended June 30, 2007 was $32,458 and $69,987, respectively. Year to date compensation expense is allocated such that $56,129 is included in selling, general and administrative expenses and $13,858 is recorded in cost of sales.

Restricted Stock

     In May of 2006, Core Molding Technologies began awarding shares of its common stock to certain directors, officers, and key employees in the form of unvested stock (“Restricted Stock”). These awards are recorded at the market value of Core Molding Technologies’ common stock on the date of issuance and amortized ratably as compensation expense over the applicable vesting period.

     The following summarizes the status of the Restricted Stock as of June 30, 2007 and changes during the six months ended June 30, 2007:

				Weighted
	Number			Average
	Of			Grant Date
	Shares			Fair Value
Unvested balance at December 31, 2006		22,972		$	6.70
Granted		38,887			7.14
Vested		(7,172	)		7.14
Forfeited		(4,653	)		6.70
Unvested at June 30, 2007		50,034		$	6.98

     As of June 30, 2007, there was $284,190 of total unrecognized compensation cost related to Restricted Stock granted under the 2006 Plan. The total fair value of shares that vested during the six months ended June 30, 2007 was $75,298 and was recorded as selling, general, and administrative expense.

9. Subsequent Events

     On July 18, 2007, the Company entered into a stock repurchase agreement with International, pursuant to which the Company purchased 3,600,000 shares of its common stock, par value $0.01 per share, from International in a privately negotiated transaction at $7.25 per share, for a total purchase price of $26,100,000. International will continue to be a significant stockholder of the Company’s common stock with 664,000 shares, or approximately 9.9% of the shares outstanding after the repurchase. International is also the Company’s largest customer, accounting for approximately 46% of the Company’s 2007 year-to-date sales. The Company used approximately $19 million of existing cash and $7.1 million from its revolving line of credit to fund the purchase. In connection with the repurchase Core Molding has increased its bank line of credit from $7,500,000 to $15,000,000.

11

     On July 16, 2007, the Board of Directors approved a Shareholders Rights Plan in conjunction with the approval of the repurchase of shares of stock from International. The plan was implemented to protect the interests of the Company’s stockholders by encouraging potential buyers to negotiate directly with the Board prior to attempting a takeover. Under the plan, each shareholder will receive a dividend of one right per share of common stock of the Company owned on the record date, July 18, 2007. The rights will not initially be exercisable until, subject to action by the Board of Directors, a person acquires 15% or more of the voting stock without approval of the Board. If the rights become exercisable, all holders except the party triggering the rights shall be entitled to purchase shares of the Company at a discount. Each right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share. In connection with the adoption of the Rights Agreement, on July 18, 2007, the Company filed a Certificate of Designations of Series A Junior Participating Preferred Stock with the Secretary of State of the State of Delaware.

10. Recently Issued and Adopted Accounting Pronouncements

     In July 2006, the FASB issued Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in the financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 provides guidance on the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. This interpretation is effective for fiscal years beginning after December 15, 2006, and was effective for the Company on January 1, 2007. The impact of adopting FIN 48 is discussed in Note 7.

     In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, rather it applies under existing accounting pronouncements that require or permit fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of SFAS No. 157 on the consolidated financial statements.

     In February 2007, the FASB issued SFAS No. 159, Establishing the Fair Value Option for Financial Assets and Liabilities, to permit all entities to choose to elect to measure eligible financial instruments at fair value. SFAS No. 159 applies to fiscal years beginning after November 15, 2007, with early adoption permitted for an entity that has also elected to apply the provisions of SFAS No. 157, Fair Value Measurements. An entity is prohibited from retrospectively applying SFAS No. 159, unless it chooses early adoption. Management is currently evaluating the impact of SFAS No. 159 on the consolidated financial statements.

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Part I — Financial Information

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of the federal securities laws. As a general matter, forward-looking statements are those focused upon future plans, objectives or performance as opposed to historical items and include statements of anticipated events or trends and expectations and beliefs relating to matters not historical in nature. Such forward-looking statements involve known and unknown risks and are subject to uncertainties and factors relating to Core Molding Technologies’ operations and business environment, all of which are difficult to predict and many of which are beyond Core Molding Technologies’ control. These uncertainties and factors could cause Core Molding Technologies’ actual results to differ materially from those matters expressed in or implied by such forward-looking statements.

     Core Molding Technologies believes that the following factors, among others, could affect its future performance and cause actual results to differ materially from those expressed or implied by forward-looking statements made in this quarterly report: business conditions in the plastics, transportation, watercraft and commercial product industries; general economic conditions in the markets in which Core Molding Technologies operates; dependence upon two major customers as the primary source of Core Molding Technologies’ sales revenues; efforts of Core Molding Technologies to expand its customer base; failure of Core Molding Technologies’ suppliers to perform their contractual obligations; the availability of raw materials; inflationary pressures; new technologies; competitive and regulatory matters; labor relations; the loss or inability of Core Molding Technologies to attract key personnel; the availability of capital; the ability of Core Molding Technologies to provide on-time delivery to customers, which may require additional shipping expenses to ensure on-time delivery or otherwise result in late fees; risk of cancellation or rescheduling of orders; management’s decision to pursue new products or businesses which involve additional costs, risks or capital expenditures; and other risks identified from time-to-time in Core Molding Technologies other public documents on file with the Securities and Exchange Commission, including those described in Item 1A of the 2006 Annual Report to Shareholders on Form 10-K.

OVERVIEW

     Core Molding Technologies is a compounder of sheet molding composite (“SMC”) and molder of fiberglass reinforced plastics. Core Molding Technologies produces high quality fiberglass reinforced molded products and SMC materials for varied markets, including light, medium, and heavy-duty trucks, automobiles and automotive aftermarkets, personal watercraft, and other commercial products. The demand for Core Molding Technologies’ products is affected by economic conditions in the United States, Canada and Mexico, the cyclicality of markets we serve, regulatory requirements, interest rates and other factors. Core Molding Technologies’ manufacturing operations have a significant fixed cost component. Accordingly, during periods of changing demands, the profitability of Core Molding Technologies’ operations may change proportionately more than revenues from operations.

     On December 31, 1996, Core Molding Technologies acquired substantially all of the assets and assumed certain liabilities of Columbus Plastics, a wholly owned operating unit of International’s truck manufacturing division since its formation in late 1980. Columbus Plastics, located in Columbus, Ohio, was a compounder and compression molder of SMC. In 1998 Core Molding Technologies began compression molding operations at its second facility in Gaffney, South Carolina, and in October 2001, Core Molding Technologies acquired certain assets of Airshield Corporation. As a result of this acquisition, Core Molding Technologies expanded its fiberglass molding capabilities to include the spray up, hand-lay-up open mold processes and resin transfer (“RTM”) closed mold process. In September 2004, Core Molding Technologies acquired substantially all the operating assets of Keystone Restyling Products, Inc., a privately held manufacturer and distributor of fiberglass reinforced products for the automotive-aftermarket industry. In August 2005, Core Molding Technologies acquired certain assets of the Cincinnati Fiberglass Division of Diversified Glass, Inc. a Batavia, Ohio-based, privately held manufacturer and distributor of fiberglass reinforced plastic components supplied primarily to the heavy-duty truck market. The Batavia, Ohio facility produces reinforced plastic products by a robotic spray-up open mold process and resin transfer molding (“RTM”) utilizing multiple insert tooling (“MIT”) closed mold process.

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     Core Molding Technologies recorded net income through the six months ended June 30, 2007 of $2,479,000 or $.24 per basic and $.23 per diluted share, compared with $4,785,000, or $.48 per basic and $.46 per diluted share, for the six months ended June 30, 2006. Net income was negatively impacted by decreased sales volumes due to lower demand resulting from an industry wide decline in truck orders. Industry analysts have indicated that stricter federal emission standards for 2007 increased demand throughout 2006 for heavy and medium-duty trucks as customers purchased vehicles in advance of the new 2007 emission standards. Demand in 2007 has declined as expected by industry analysts who estimated a twenty to forty percent decrease in new orders for heavy and medium-duty trucks for some portion of 2007 as compared to 2006 demand. Also negatively impacting net income was lower fixed cost absorption. Our manufacturing operations have a significant fixed cost component and the profitability of Core Molding Technologies’ operations will change proportionately more than revenues from operations during periods of changing demand.

Results of Operations

  Three Months Ended June 30, 2007, As Compared To Three Months Ended June 30, 2006

     Net sales for the three months ended June 30, 2007, totaled $38,295,000, representing an approximate 3.1% decrease from the $39,511,000 reported for the three months ended June 30, 2006. Included in total sales are tooling project sales of $13,610,000 and $1,085,000 for the three months ended June 30, 2007 and June 30, 2006, respectively. Tooling project sales result from billings to customers for molds and assembly equipment built specifically for their products. These sales are sporadic in nature. Total product sales, excluding tooling project sales, were lower by approximately 35.8% for the three months ended June 30, 2007, as compared to the same period a year ago. The primary reason for this decrease in product sales is lower demand resulting from an industry wide general decline in truck orders due to the new federal emissions standards that went into effect on January 1, 2007.

     Sales to International totaled $19,159,000 for the three months ended June 30, 2007, as compared to the three months ended June 30, 2006 amount of $18,006,000. The increase in total sales is due to a $7,762,000 increase in tooling sales resulting from tooling programs completed during the period. Product sales to International decreased by 36.9% for the three months ended June 30, 3007 compared to the three months ending June 30, 2006 due to the industry wide decline in truck orders as noted above.

     Sales to PACCAR totaled $11,784,000 for the three months ended June 30, 2007, as compared to $9,461,000 reported for the three months ended June 30, 2006. The increase in sales to PACCAR was also the result of tooling sales which totaled $5,420,000 for the three months ended June 30, 2007 compared to $709,000 for the three months ended June 30, 2006. Total product sales to PACCAR decreased by 27.3% for the three months ending June 30, 2007 compared to the three months ending June 30, 2006 as a result of the industry wide decline in truck orders as noted above, which was partially offset by new business with PACCAR.

     Sales to other customers for the three months ended June 30, 2007, decreased 39.0% to $7,352,000 compared to $12,043,000 for the three months ended June 30, 2006. This decrease is primarily related to the general decline in orders from other truck manufacturing customers Core Molding Technologies serves, as well as lower sales to an automotive supplier.

     Gross margin was approximately 12.0% of sales for the three months ended June 30, 2007, compared with 19.9% for the three months ended June 30, 2006. The primary reason for the decrease is due to reduced fixed cost absorption, due to lower sales volumes. Our manufacturing operations have significant fixed costs such as depreciation, post retirement healthcare costs, salaried labor, lease expense and energy that do not change proportionately with sales. Also contributing to the reduced gross margin were production inefficiencies and the dilutive effect tooling project revenue has on gross margin. Historically, Core Molding Technologies has not achieved margins on tooling projects similar to margins on its sales of SMC and molded products. Partially offsetting the decrease in gross margin was lower profit sharing expense due to lower earnings.

     Selling, general and administrative expenses (“SG&A”) totaled $2,787,000 for the three months ended June 30, 2007, decreasing from $3,901,000 for the three months ended June 30, 2006. The primary reasons for this decrease are lower wage and benefit costs as a result of reductions in personnel and lower profit sharing expense due to lower earnings.

     Net interest income totaled $122,000 for the three months ended June 30, 2007, compared to net interest expense of $27,000 for the three months ended June 30, 2006. Interest income increased to $248,000 for the three months ended June 30, 2007 compared to $131,000 for the three months ended June 30, 2006 due to larger investable cash balances. Interest expense was reduced to $126,000 compared to $157,000 for the three months ended June 30, 2006. The decline in interest expense is a result of the reduction in long-term debt due to regularly scheduled payments. Variable interest rates experienced by Core Molding Technologies with respect to its two long-term borrowing facilities have increased; however, due to the interest rate swaps Core Molding Technologies has entered into, the interest rate is essentially fixed for these two debt instruments.

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     Income taxes for the three months ended June 30, 2007, are estimated to be approximately 35% of total earnings before taxes or $674,000. In the three months ended June 30, 2006 income taxes were estimated to be 36% of total earnings before taxes. The decrease in effective rate is due to the effect of increased foreign income which is taxed at a lower rate. Also contributing to the reduced effective rate is a reduction in the Ohio franchise tax which is being phased out over a five year period.

     Net income for the three months ended June 30, 2007, was $1,266,000, or $.12 per basic share and $.12 per diluted share, representing a decrease of $1,237,000 over the net income for the three months ended June 30, 2006, of $2,503,000, or $.25 per basic share and $.24 per diluted share.

Six Months Ended June 30, 2007, As Compared To Six Months Ended June 30, 2006

     Net sales for the six months ended June 30, 2007, totaled $69,524,000, representing an approximate 8.5% decrease from the $76,013,000 reported for the six months ended June 30, 2006. Included in total sales are tooling project sales of $14,188,000 and $2,232,000 for the three months ended June 30, 2007 and June 30, 2006, respectively. Tooling project sales result from billings to customers for molds and assembly equipment built specifically for their products. These sales are sporadic in nature. Total product sales, excluding tooling project sales, was lower by approximately 25.0% for the six months ended June 30, 2007, as compared to June 30, 2006. The primary reason for the decrease in product sales is lower demand resulting from an industry wide general decline in truck orders due to the new federal emissions standards that went into effect on January 1, 2007.

     Sales to International for the six months ended June 30, 2007 were $31,863,000, as compared to the six months ended June 30, 2006 of $36,317,000. Included in total sales is $8,143,000 of tooling sales for the six months ended June 30, 2007 compared to $1,255,000 for the six months ended June 30, 2006. Total product sales to International have decreased by 32.3% for the six months ended June 30, 2007 compared to the six months ended June 30, 2006. The decrease in product sales to International is due to lower demand resulting from the industry wide decline in truck orders as noted above.

     Sales to PACCAR totaled $19,725,000 for the six months ended June 30, 2007, as compared to $17,290,000 reported for the six months ended June 30, 2006. The increase in sales to PACCAR was the result of tooling sales which totaled $5,515,000 for the six months ended June 30, 2007 compared to $709,000 for the six months ended June 30, 2006. Total product sales to PACCAR decreased by 14.3% for the six months ending June 30, 2007 compared to the six months ending June 30, 2006 as a result of the industry wide decline in truck orders as noted above, which was partially offset by new business with PACCAR.

     Sales to other customers for the six months ended June 30, 2007, decreased approximately 20.0% to $17,936,000 from $22,406,000 for the six months ended June 30, 2006. This decrease is primarily related to the general decline in truck orders from other truck manufacturers Core Molding Technologies serves and reduced sales to an automotive supplier. These decreases were partially offset by increased sales of sheet molding compound (“SMC”) product.

     Gross margin was approximately 13.6% of sales for the six months ended June 30, 2007, compared with 19.3% for the six months ended June 30, 2006. The decrease in gross margin was due to a combination of factors including production inefficiencies and lower fixed cost absorption due to lower product sales volumes. Our manufacturing operations have significant fixed costs such as depreciation, post retirement healthcare costs, salary labor, lease expense and energy that do not change proportionately with sales. Also contributing to the decrease in gross margin was the dilutive effect tooling project revenue has on gross margin. Historically, Core Molding Technologies has not achieved margins on tooling projects similar to margins on its sales of SMC and molded products. Partially offsetting the decrease in gross margin was lower profit sharing expense due to lower earnings.

     Selling, general and administrative expenses (“SG&A”) totaled $5,879,000 for the six months ended June 30, 2007, decreasing from $7,077,000 for the six months ended June 30, 2006. The primary reasons for this decrease are lower profit sharing expense due to lower earnings, as well as, lower wage and benefit costs related to reductions in personnel.

     Net interest income totaled $230,000 for the six months ended June 30, 2007, compared to net interest expense of $66,000 for the six months ended June 30, 2006. Interest income increased to $493,000 for the six months ended June 30, 2007 compared to $254,000 for the six months ended June 30, 2006 due to larger investable cash balances and higher earnings rates. Interest expense was reduced to $263,000 compared to $320,000 for the six months ended June 30, 2006. The decline in interest expense is a result of the reduction in long-term debt due

15

to regularly scheduled payments. Variable interest rates experienced by Core Molding Technologies with respect to its two long-term borrowing facilities have increased; however, due to the interest rate swaps Core Molding Technologies has entered into, the interest rate is essentially fixed for these two debt instruments.

     Income taxes for the six months ended June 30, 2007, are estimated to be approximately 35% of total earnings before taxes or $1,303,000. In the six months ended June 30, 2006 income taxes were estimated to be 36% of total earnings before taxes. The decrease in effective rate is due to the effect of increased foreign income which is taxed at a lower rate. Also contributing to the reduced effective rate is a reduction in the Ohio franchise tax which is being phased out over a five year period.

     Net income for the six months ended June 30, 2007, was $2,479,000, or $.24 per basic share and $.23 per diluted share, representing a decrease of $2,306,000 from net income for the six months ended June 30, 2006, of $4,785,000, or $.48 per basic and $.46 per diluted share.

Liquidity and Capital Resources

     Core Molding Technologies’ primary sources of funds have been cash generated from operating activities and borrowings from third parties. Primary cash requirements are for operating expenses, capital expenditures, and acquisitions.

     Cash provided by operating activities for the six months ended June 30, 2007 totaled $2,911,000. Net income contributed $2,479,000 to operating cash flows. Non-cash deductions of depreciation and amortization contributed $1,762,000 to operating cash flow. In addition, the increase in the postretirement healthcare benefits liability of $1,032,000 is not a current cash obligation, and this item will not be a cash obligation until retirees begin to utilize their retirement medical benefits. Changes in working capital decreased cash provided by operating activities by $2,524,000. Changes in working capital primarily relate to a decrease in accrued and other liabilities due to the payment of amounts accrued in 2006 for profit sharing.

     Cash used in investing activities for the six months ended June 30, 2007 was $1,069,000, primarily representing capital expenditures related to the acquisition of machinery and equipment. Core Molding Technologies anticipates spending an additional $4,427,000 for the remainder of the year for capital projects. These capital projects primarily relate to modifications of facilities and purchases of machinery and equipment to support new programs for existing customers, as well as plans to purchase equipment currently being leased. These capital additions will be funded by existing cash, cash from operations and borrowings on the Company’s line of credit.

     Financing activities reduced cash flow by $484,000. Core Molding Technologies made principal repayments on its bank note payable of $643,000 and its Industrial Revenue Bond of $260,000. Partially offsetting these payments were proceeds of $342,000 from the issuance of common stock from the exercise of 109,256 stock options and the related tax benefit of $112,000.

     At June 30, 2007, Core Molding Technologies had cash on hand of $17,455,000 and an available line of credit of $7,500,000 (“Line of Credit”), with a scheduled maturity of April 30, 2009. At June 30, 2007, Core Molding Technologies had no outstanding borrowings on the Line of Credit. On July 17, 2007, Core Molding Technologies increased the line of credit to $15,000,000. On July 18, 2007, Core Molding Technologies purchased 3,600,000 shares of its common stock from International Truck and Engine for $7.25 per share for a total purchase price of $26,100,000. Core Molding Technologies used $19,000,000 of its cash on hand and borrowed $7,100,000 on the Line of Credit to fund this transaction.

     As of June 30, 2007, Core Molding Technologies was in compliance with its financial debt covenants for the Line of Credit and letter of credit securing the Industrial Revenue Bond and certain equipment leases. The covenants relate to maintaining certain financial ratios. Management expects Core Molding Technologies to meet these covenants for the year 2007. However, if a material adverse change in the financial position of Core Molding Technologies should occur, Core Molding Technologies’ liquidity and ability to obtain further financing to fund future operating and capital requirements could be negatively impacted.

16

Recently Issued Accounting Standards

     In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, rather it applies under existing accounting pronouncements that require or permit fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of SFAS No. 157 on the consolidated financial statements.

     In February 2007, the FASB issued SFAS No. 159, Establishing the Fair Value Option for Financial Assets and Liabilities, to permit all entities to choose to elect to measure eligible financial instruments at fair value. SFAS No. 159 applies to fiscal years beginning after November 15, 2007, with early adoption permitted for an entity that has also elected to apply the provisions of SFAS No. 157, Fair Value Measurements. An entity is prohibited from retrospectively applying SFAS No. 159, unless it chooses early adoption. Management is currently evaluating the impact of SFAS No. 159 on the consolidated financial statements.

Critical Accounting Policies and Estimates

     Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss Core Molding Technologies’ condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to accounts receivable, inventories, post retirement benefits, and income taxes. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

     Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Accounts receivable allowances:

     Management maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of Core Molding Technologies’ customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Core Molding Technologies recorded an allowance for doubtful accounts of $226,000 at June 30, 2007 and $262,000 at December 31, 2006. Management also records estimates for customer returns, deductions, discounts offered to customers, and for price adjustments. Should customer returns, deductions, discounts, and price adjustments fluctuate from the estimated amounts, additional allowances may be required. Core Molding Technologies has reduced accounts receivable by $1,166,000 and $1,426,000 for the estimated amount of customer returns, deductions, discounts and price adjustments as of June 30, 2007 and December 31, 2006, respectfully.

Inventories:

     Inventories, which include material, labor and manufacturing overhead, are valued at the lower of cost or market. The inventories are accounted for using the first-in, first-out (FIFO) method of determining inventory costs. Inventory quantities on-hand are regularly reviewed, and where necessary, provisions for excess and obsolete inventory are recorded based on historical and anticipated usage.

Goodwill and Long-Lived Assets:

     Long-lived assets consist primarily of property and equipment, goodwill, and a customer list. The recoverability of long-lived assets is evaluated by an analysis of operating results and consideration of other significant events or changes in the business environment. The Company evaluates whether impairment exists for property and equipment and the customer list on the basis of undiscounted expected future cash flows from operations before interest. For goodwill, the Company evaluates annually on December 31^st whether impairment exists on the basis of estimated fair value of the associated reporting unit. If impairment exists, the carrying amount of the long-lived assets is reduced to its estimated fair value, less any costs associated with the final settlement. Core Molding Technologies has not recorded any impairment to goodwill or long-lived assets for the six months ended June 30, 2007 or the year ended December 31, 2006.

Self-Insurance:

     The Company is self-insured with respect to most of its Columbus and Batavia, Ohio and Gaffney, South Carolina medical, dental and vision claims and Columbus, Ohio workers’ compensation claims. The Company has recorded an estimated liability for self-insured medical, dental and vision claims incurred but not reported and worker’s compensation claims incurred but not reported at June 30, 2007 and December 31, 2006 of $1,041,000 and $1,036,000, respectively.

17

Post retirement benefits:

     Management records an accrual for post retirement costs associated with the health care plan sponsored by Core Molding Technologies. Should actual results differ from the assumptions used to determine the reserves, additional provisions may be required. In particular, increases in future healthcare costs above the assumptions could have an adverse affect on Core Molding Technologies’ operations. The effect of a change in healthcare costs is described in Note 11 of the Consolidated Notes to Financial Statements, which are contained in the 2006 Annual Report to Shareholders. Core Molding Technologies recorded a liability for post retirement medical benefits based on actuarially computed estimates of $17,004,000 at June 30, 2007 and $16,107,000 at December 31, 2006.

Revenue Recognition:

     Revenue from product sales is recognized at the time products are shipped and title transfers. Allowances for returned products and other credits are estimated and recorded as revenue is recognized. Tooling revenue is recognized when the customer approves the tool and accepts ownership. Progress billings and expenses are shown net as an asset or liability on the Company’s balance sheet. Tooling in progress can fluctuate significantly from period to period. It is dependent upon the stage of tooling projects and the related billing and expense payment timetable for individual projects and therefore does not necessarily reflect projected income or loss from tooling projects. At June 30, 2007 the Company has recorded a net asset related to tooling in progress of $363,000 which represents approximately $8,783,000 of progress tooling billings and $9,146,000 of progress tooling expenses. At December 31, 2006 the Company had recorded a net liability related to tooling in progress of $1,180,000, which represents approximately $15,881,000 of progress tooling billings and $14,701,000 of progress tooling expenses.

Income taxes:

     The Consolidated Balance Sheet at June 30, 2007 and December 31, 2006 includes a deferred tax asset of $8,332,000 and $8,446,000, respectively. Core Molding Technologies performs analyses to evaluate the balance of deferred tax assets that will be realized. Such analyses are based on the premise that the Company is, and will continue to be, a going concern and that it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income.

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Part I — Financial Information

Item 3

Quantitative and Qualitative Disclosures About Market Risk

     Core Molding Technologies’ primary market risk results from changes in the price of commodities used in its manufacturing operations. Core Molding Technologies is also exposed to fluctuations in interest rates and foreign currency fluctuations associated with the Mexican Peso. Core Molding Technologies does not hold any material market risk sensitive instruments for trading purposes.

     Core Molding Technologies has the following five items that are sensitive to market risks: (1) Industrial Revenue Bond (“IRB”) with a variable interest rate. The Company has an interest rate swap to fix the interest rate at 4.89%; (2) revolving line of credit, which bears a variable interest rate; (3) bank note payable with a variable interest rate. The Company entered into a swap agreement effective January 1, 2004, to fix the interest rate at 5.75%; (4) foreign currency purchases in which the Company purchases Mexican pesos with United States dollars to meet certain obligations that arise due to the facility located in Mexico; and (5) raw material purchases in which Core Molding Technologies purchases various resins for use in production. The prices of these resins are affected by the prices of crude oil and natural gas as well as processing capacity versus demand.

     Assuming a hypothetical 10% increase in commodity prices, Core Molding Technologies would be impacted by an increase in raw material costs, which would have an adverse affect on operating margins.

     Assuming a hypothetical 10% change in short-term interest rates in both the three and six month periods ended June 30, 2007 and 2006, interest expense would not change significantly, as the interest rate swap agreements would generally offset the impact.

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Part I — Financial Information

Item 4

Controls and Procedures

     As of the end of the period covered by this report, the Company has carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based upon this evaluation, the Company’s management, including its Chief Executive Officer and its Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were (i) effective to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was 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, and (ii) effective to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms.

     There were no changes in internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) that occurred in the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II — Other Information

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There have been no material changes in Core Molding Technologies’ risk factors from those previously disclosed in Core Molding Technologies 2006 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

At the annual meeting of the stockholders of Core Molding Technologies held on May 16, 2007, the following issues were voted upon with the indicated results:

A. Election of Directors:	Shares Voted For	Shares Voted Against
Kevin L. Barnett	8,981,258	397,638
Thomas R. Cellitti	8,982,021	396,875
James F. Crowley	9,234,042	144,854
Ralph O. Hellmold	9,210,842	168,054
Malcolm M. Prine	9,210,292	168,604

The above elected directors constitute the full acting Board of Directors for Core Molding Technologies; all terms expire at the 2008 annual meeting of stockholders of the Company.

B. Ratification of Deloitte and Touche, LLP as the independent registered public accounting firm for the year ending December 31, 2007:

Shares Voted For	Shares Against		Shares Abstaining
5,059,825		6,000		4,313,069

Item 5. Other Information

None

Item 6. Exhibits

See Index to Exhibits

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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.

	CORE MOLDING TECHNOLOGIES, INC.
Date: August 13, 2007	By:	/s/ Kevin L. Barnett
		Kevin L. Barnett
		President, Chief Executive Officer, and Director
Date: August 13, 2007	By:	/s/ Herman F. Dick, Jr.
		Herman F. Dick, Jr.
		Vice President, Secretary, Treasurer, and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No.	Description	Location
2(a)(1)	Asset Purchase Agreement Dated as of September 12, 1996, As amended October 31, 1996, between Navistar International Transportation Corporation and RYMAC Mortgage Investment Corporation1	Incorporated by reference to Exhibit 2-A to Registration Statement on Form S-4 (Registration No. 333-15809)
2(a)(2)	Second Amendment to Asset Purchase Agreement dated December 16, 19961	Incorporated by reference to Exhibit 2(a)(2) to Annual Report on Form 10-K for the year-ended December 31, 2001
2(b)(1)	Agreement and Plan of Merger dated as of November 1, 1996, between Core Molding Technologies, Inc. and RYMAC Mortgage Investment Corporation	Incorporated by reference to Exhibit 2-B to Registration Statement on Form S-4 (Registration No. 333-15809)
2(b)(2)	First Amendment to Agreement and Plan of Merger dated as of December 27, 1996 Between Core Molding Technologies, Inc. and RYMAC Mortgage Investment Corporation	Incorporated by reference to Exhibit 2(b)(2) to Annual Report on Form 10-K for the year ended December 31, 2002
2(c)(1)	Asset Purchase Agreement dated as of October 10, 2001, between Core Molding Technologies, Inc. and Airshield Corporation	Incorporated by reference to Exhibit 1 to Form 8-K filed October 31, 2001
3(a)(1)	Certificate of Incorporation of Core Molding Technologies, Inc. as filed with the Secretary of State of Delaware on October 8, 1996	Incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-8 (Registration No. 333-29203)
3(a)(2)	Certificate of Amendment of Certificate of Incorporation of Core Molding Technologies, Inc. as filed with the Secretary of State of Delaware on November 6, 1996	Incorporated by reference to Exhibit 4(b) to Registration Statement on Form S-8 (Registration No. 333-29203)
3(a)(3)	Certificate of Incorporation of Core Materials Corporation, reflecting Amendments through November 6, 1996 [for purposes of compliance with Securities and Exchange Commission filing requirements only]	Incorporated by reference to Exhibit 4(c) to Registration Statement on Form S-8 (Registration No. 333-29203)
3(a)(4)	Certificate of Amendment of Certificate of Incorporation as filed with the Secretary of State of Delaware on August 28, 2002	Incorporated by reference to Exhibit 3(a)(4) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2002

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Exhibit No.	Description	Location
3(b)	By-Laws of Core Molding Technologies, Inc.	Incorporated by reference to Exhibit 3-C to Registration Statement on Form S-4 (Registration No. 333-15809)
4(a)(1)	Certificate of Incorporation of Core Molding Technologies, Inc. as filed with the Secretary of State of Delaware on October 8, 1996	Incorporated by reference to Exhibit 4(a) to Registration Statement on Form S-8 (Registration No. 333-29203)
4(a)(2)	Certificate of Amendment of Certificate of Incorporation of Core Materials Corporation as filed with the Secretary of State of Delaware on November 6, 1996	Incorporated by reference to Exhibit 4(b) to Registration Statement on Form S-8 (Registration No. 333-29203)
4(a)(3)	Certificate of Incorporation of Core Materials Corporation, reflecting amendments through November 6, 1996 [for purposes of compliance with Securities and Exchange Commission filing requirements only]	Incorporated by reference to Exhibit 4(c) to Registration Statement on Form S-8 (Registration No. 333-29203)
4(a)(4)	Certificate of Amendment of Certificate of Incorporation as filed with the Secretary of State of Delaware on August 28, 2002	Incorporated by reference to Exhibit 3(a)(4) to Quarterly Report on Form 10-Q for the quarter ended September 30, 2002
4(b)	By-Laws of Core Molding Technologies, Inc.	Incorporated by reference to Exhibit 3-C to Registration Statement on Form S-4 (Registration No. 333-15809)
10(a)	Supply and Management Agreement dated as of June 1, 2006 between PACCAR Inc. and Core Molding Technologies, Inc. 2	Filed Herein
11	Computation of Net Income per Share	Exhibit 11 omitted because the required information is Included in Notes to Financial Statement
31(a)	Section 302 Certification by Kevin L. Barnett, President and Chief Executive Officer	Filed Herein
31(b)	Section 302 Certification by Herman F. Dick, Jr., Vice President, Treasurer and Chief Financial Officer	Filed Herein
32(a)	Certification of Kevin L. Barnett, Chief Executive Officer of Core Molding Technologies, Inc., dated August 13, 2007, pursuant to 18 U.S.C. Section 1350	Filed Herein
32(b)	Certification of Herman F. Dick, Jr., Chief Financial Officer of Core Molding Technologies, Inc., dated August 13, 2007, pursuant to 18 U.S.C. Section 1350	Filed Herein

¹     The Asset Purchase Agreement, as filed with the Securities and Exchange Commission at Exhibit 2-A to Registration Statement on Form S-4 (Registration No. 333-15809), omits the exhibits (including, the Buyer Note, Special Warranty Deed, Supply Agreement, Registration Rights Agreement and Transition Services Agreement, identified in the Asset Purchase Agreement) and schedules (including, those identified in Sections 1, 3, 4, 5, 6, 8 and 30 of the Asset Purchase Agreement. Core Molding Technologies, Inc. will provide any omitted exhibit or schedule to the Securities and Exchange Commission upon request.

²     The Supply and Management Agreement, as filed with the SEC at Exhibit 10(a) hereto omits the schedules identified therein. Core Molding Technologies, Inc. will provide any omitted schedule to the SEC upon request. Certain portions of the Supply and Management Agreement have also been omitted intentionally subject to a confidentiality treatment request. A complete version of the Supply and Management Agreement has been filed separately with the SEC.

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EX-10.A

Exhibit 10(a)

[*] TEXT OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Confidential Treatment Requested by Core Molding Technologies, Inc.
Under 17 C.F.R. Sections 200.80(B)(4), 200.83 and 240.24b-2

Supply and Management Agreement

     This Supply and Management Agreement (“Agreement”) is made on June 1, 2006, by and between PACCAR Inc, a Delaware corporation (“PACCAR”), and Core Molding Technologies, Inc., a Delaware corporation (“Core”).

The parties agree as follows:

     1. Purchase and Sale of Products and Parts. During the term of this Agreement and any extensions thereof, Core agrees to sell to PACCAR all of its requirements for the products described in Schedule A (“Products”) as PACCAR may order from time to time. “PACCAR” shall include Kenworth, Peterbilt and PACCAR of Canada, LTD. Kenworth Mexicana S.A. de C.V., PACCAR Parts divisions and subsidiaries, including PACCAR Parts U.S., PACCAR Parts of Canada, PACCAR Parts Mexico, S.A. de C.V., and PACCAR Parts Australia (collectively, “PACCAR Parts”) may purchase Products and the non-production products listed on Schedule C (“Parts”) on a non-requirements basis from Core under the terms and conditions of this Agreement. Notwithstanding the above, Kenworth may purchase Products for its Renton facility on a non-requirements basis.

     2. Purchase of CFG Assets. Core agrees to purchase, on an as-is basis, the PACCAR owned assets, excluding PACCAR-owned tooling, located at Core Composites Cincinnati, as set forth in Schedule B for [*****], which will include manufacturing equipment as well as any documentation relating to the operation or maintenance of the PACCAR-owned assets that PACCAR may have in its possession. On January 1, 2008, PACCAR agrees the Equipment in Schedule B will be free of encumbrances and will remain the property of Core.

     3. Term of Agreement. This Agreement commences on June 1, 2006, and expires on June 30, 2010, unless earlier terminated as provided in this Agreement. By mutual written agreement of the parties, this Agreement may be extended by one year. If requested in writing by PACCAR, Supplier shall, upon expiration of the Agreement cooperate with PACCAR in the orderly and smooth transition of business to a new supplier, in the manner set forth in Section 36.

     4. Pricing. [*****]

***** Confidential Treatment Requested by Core Molding Technologies, Inc.

     5. Incremental Business. [*****]

***** Confidential Treatment Requested by Core Molding Technologies, Inc.

     6. Most Favored Customer. Core will provide the Products and Parts to PACCAR on terms and conditions that are no less and no more favorable to PACCAR than those of any other of the Core’s OEM customers purchasing comparable quantities of the same or similar products. With respect to the Products, these terms and conditions include, but are not limited to: price, price discounts, rebates, marketing and promotional incentives, technology, and performance, weight, delivery times and availability, warranty and service.

     7. Cost Management Program.

     a. Core shall propose cost savings ideas in accordance with PACCAR’s Cost Management Partnership (“CMP”) program. The CMP program is a method by which Core reduces Cost to PACCAR through the implementation of approved product or process changes and improvements for Core and PACCAR. “Cost” includes the cost PACCAR pays for the activity, Product, Part or service from Core, as well as any

***** Confidential Treatment Requested by Core Molding Technologies, Inc.

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associated costs for PACCAR to procure or assemble the Products or other products into the vehicle, such as PACCAR labor costs, or funding for tooling or testing PACCAR would be required to fund. Cost savings is calculated on an annualized basis, and Core will be credited for such proposals in the year (from the commencement date of the Agreement) the proposal is submitted by Core and accepted by PACCAR. Core will receive credit upon acceptance by PACCAR Corporate Purchasing whether or not changes are implemented during that year.

     b. Core shall submit CMP proposals based on the previous years’ sales, by the 31^st day of December which, when implemented, will decrease the Cost of the Products, service or activity in an appropriate verifiable and quantified manner to PACCAR each year. The total value of CMP proposals to be submitted by Core shall be, at [*****] of PACCAR’s aggregate purchases of products and parts in the prior calendar year from all Core facilities (the “CMP Goal”).

          PACCAR shall review all CMP proposals and will notify Core of its acceptance or rejection (at PACCAR’s sole discretion) within sixty (60) calendar days of receiving such proposals. Upon written approval of a proposal by PACCAR, Core shall begin implementation of those aspects of the proposal that are within the control of Core. Upon implementation of the proposal, the price listed on Schedule A and/or C for each affected Product and/or Part shall be adjusted to reflect the Cost savings to Core after recovery of non-recurring expenses (e.g., tooling amortization). If, in any year, Core meets or exceeds the CMP goal, the excess above the CMP Goal shall be [*****] for the following year’s CMP goal.

          PACCAR agrees to accept the following as CMP ideas, as well as any others that fall within PACCAR’s CMP guidelines:

(i)	Cost reductions to the [*****] or its tooling that are received after June 10, 2005. All design changes after June 10, 2005 that impact part or tooling costs will be quoted using the same quotation form and Core will receive full CMP credit for any design changes from Core’s suggestions that reduce PACCAR’s costs, limited to on-site engineering support, tooling price reductions, weight reductions, material reductions, improvements in plant labor, handling and line sequencing. The last item on the form will include the discount offered by Core in their CMP submission.
(ii)	Cost reductions resulting from moving production of [*****] from [*****] to [*****]. In this case, CMP valuation shall be calculated as the sum of the [*****].
(iii)	Price reductions resulting from [*****] plus any repair and maintenance adjustments.

     c. [*****]

***** Confidential Treatment Requested by Core Molding Technologies, Inc.

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     8. PACCAR Parts Supplier Guidelines. Unless otherwise specified, Core shall comply with the PACCAR Parts Supplier Guidelines (the “Guidelines”) attached as Schedule D. In case of a conflict between the provisions of this Agreement and the Guidelines, this Agreement shall govern. To the extent possible, the Guidelines and this Agreement shall be construed as being mutually consistent.

     9. Quality and On-Time Delivery Performance. Core agrees to maintain the current quality and on-time delivery levels as Cincinnati Fiberglass at Core Composites Cincinnati through April 1, 2006. Current levels are as follows:

3 month rolling average PPM:	[*****]
On-Time Delivery:	[*****]

Core and PACCAR will jointly develop quarterly quality and delivery improvement targets and implementation schedules that will become effective on April 3, 2006, and remain in effect for the remainder of the term of the Agreement.

     a. [*****]

     b. [*****]

     c. If Core fails to meet applicable delivery and quality targets for any Product for two (2) consecutive quarters, then, in addition to any other remedies available to it, PACCAR may, on [*****]. In that event, Core will cooperate fully with the move of Product(s) and Part(s), tooling and equipment in a manner that allows for a smooth transition with no disruption to PACCAR truck production.

Any plant rework or warranty on Cincinnati Fiberglass Products or work in progress produced prior to August 1, 2005, including those from the bank build, along with any past charges, are not Core’s responsibility and accordingly will not be charged to Core.

     10. Six Sigma Program. Core shall enroll at least one (1) black belt in PACCAR’s Six Sigma Training Program in 2005 and at least two (2) black belts in PACCAR’s Six Sigma Training Program in 2006. Each black belt will be expected to develop, work and complete multiple projects each year that benefit both PACCAR and Core.

     11. Payment Terms. Payment terms are net [*****] from the date of invoice. All prices shall be F.O.B. Core’s manufacturing location.

***** Confidential Treatment Requested by Core Molding Technologies, Inc.

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     12. Set-Off. In addition to any right of set-off provided by law, all amounts due Core shall be considered net of indebtedness of Core to PACCAR, and PACCAR may deduct any amounts due or about to become due from Core to PACCAR from any sums due or to become due from PACCAR. The parties agree that any set-off should be preceded by good faith negotiations to resolve any disputes that might lead to PACCAR’s exercising its right to set-off.

     13. Changes. With regard to unreceived Products, PACCAR’s authorized representative may, by change order, make changes, at any time, in the methods of packing and shipping, and the time and place of delivery of Products and Parts. Core shall notify PACCAR within [*****] after receipt of the order if the change will affect time of performance, or the amount to be paid by PACCAR hereunder, and an adjustment will be negotiated.

     14. Lead-Time.

     a. Standard lead-time for delivery of Products for production shall be [*****] from receipt of release authorization from PACCAR’s manufacturing facility. If for any reason other than tooling capacity limitations, Core fails to have Product available for shipment at the time specified, PACCAR may, at its option, approve a revised delivery schedule, request shipment via air or expedited routing (at Core’s expense), or terminate the order without any liability. [*****].

     b. Standard lead-time for delivery of Parts to PACCAR Parts shall be [*****] from receipt of order from PACCAR Parts. Any Parts ordered within full lead-time and not shipped within [*****] of the requested ship date shall be shipped by [*****] to the specified PACCAR Parts destination.

15. Packing, Marking and Shipping.

     a. All Products shall be properly packaged to prevent damage or deterioration and to obtain the lowest transportation rates in accordance with PACCAR Supplier Packaging Guidelines, Part 1 as set forth in Schedule E.

     b. Each packing list, bill of lading, invoice and correspondence shall bear the applicable purchase order number (or the release order number applicable to each shipment for blanket purchase orders). Minimum requirements for the packing lists and bill of ladings are detailed in the PACCAR Supplier Packaging Guideline, Part 2 as set forth in Schedule E.

     c. Bar code shipping labels are required for shipments to PACCAR Production facilities. Bar code shipping label requirements are established in the PACCAR Supplier Packaging Guidelines, Part 2, as set forth in Schedule E.

     d. All Products shall be properly identified as to country of origin and all documentation in connection with the Products shall comply with all applicable governmental regulations, and Core shall indemnify and save PACCAR harmless from

***** Confidential Treatment Requested by Core Molding Technologies, Inc.

6

reasonable costs arising out of the failure of the Products to be properly marked or the failure of such documentation to comply with all applicable governmental regulations, including but not limited to (i) all costs incurred in bringing the Products or the documentation into compliance with governmental regulations, (ii) all freight costs for additional materials to cover production or customer requirements, (iii) any fines, penalties or forfeitures levied by any government or governmental agency, and (iv) any legal expenses and fees as they are incurred.

     e. Core shall not fabricate any of the Products covered by a purchase order, procure any materials required in their fabrication, or ship any such Products to PACCAR, unless specific delivery dates or an authorization for raw material acquisition and stocking periods has been provided on a purchase order or in written instructions subsequently furnished to Core by PACCAR. PACCAR shall have no responsibility for Products for which delivery dates or such written instructions have not been provided. Shipments in excess of those authorized may be returned to Core, and Core shall pay PACCAR for reasonable expenses incurred in connection with the return of such shipments.

     16. Inspection. Notwithstanding prior payment, all Products and Parts are subject to inspection and acceptance by PACCAR within a reasonable time after they arrive at their destination. PACCAR shall notify Core if any Products or Parts are rejected for any reason and provide digital photos to document product defects. At PACCAR’s election, rejected Product(s) or Part(s) may be held for Core’s account or returned to Core [*****]. No replacement or correction of nonconforming Products or Parts shall be made by Core without written authorization from PACCAR.

     17. Returnable Container Program. Core agrees to participate in PACCAR’s Logistics & Returnable Container Program upon PACCAR’s request. PACCAR shall provide support through its Logistics coordinator. The parties agree to negotiate in good faith cost reductions to PACCAR for PACCAR-funded containers as well as costs to Core for Core-purchased containers that are not substantially off-set by savings from eliminated non-returnable packaging. After implementation of the returnable container program, the piece part cost of the Products and Parts supplied to PACCAR under this program [*****].

     18. Capacity. Should Core become unable to provide adequate quantities of Products to satisfy total industry demands, Core shall allocate the available supply of Products to PACCAR on a non-discriminatory basis with other customers, such that the supply of Products to PACCAR will be equal to or greater than PACCAR’s historical share percentage of Core’s past production output for the immediately preceding six (6) month period. [*****]

***** Confidential Treatment Requested by Core Molding Technologies, Inc.

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     19. Movement of Product from the Core Composites Cincinnati Facility.

     a. Except where otherwise provided in this Agreement, production of Products and Parts will remain at Core Composites Cincinnati unless PACCAR and Core jointly agree to transfer any Product or Part to other Core locations. PACCAR retains the right to move Product(s) or Part(s) out of Core Composites Cincinnati during the term of the Agreement in the event PACCAR decides to implement a material change for the process for manufacturing such Product or Part, and the capability for performing that process does not exist at Core Composites Cincinnati (for example: a change from open mold to SMC, LFTP, etc.). Provided, however, that if Core has proven capability to perform the new process, PACCAR will offer Core an opportunity to quote. If Core’s quote is not competitive, Core will be provided an additional opportunity to revise the proposal.

     b. If Core breaches a material obligation under this Agreement and fails to cure it [*****] of such breach from PACCAR, then, in addition to any other remedies available to it, PACCAR may [*****]. Core will cooperate fully with the movement of Product(s) and Part(s), tooling and equipment in a manner that allows for a smooth transition with no disruption to PACCAR truck production. In addition, Core will relinquish ownership to PACCAR at [*****] of any asset acquired from PACCAR and located at Core Composites Cincinnati that may be required for the production of the Product(s)/Part(s) at the new supplier. In the event that Core replaces portions of the equipment required for operation, the parties agree to discuss reimbursement in good faith. Core will not relinquish ownership of equipment purchased by Core from sources other than PACCAR (identified with Core asset tags).

     20. Labor Union. This Section applies only to Core’s facilities that have labor unions. Sixty (60) days prior to the expiration of any of Core’s material labor agreements, Core shall submit to PACCAR a plan to ensure the continued supply of Products to PACCAR in the event of a labor action. Said plan may include either maintaining an additional inventory of Products at a site separate from Core’s unionized manufacturing facility or securing an alternative method of manufacture of Products (either by non-union labor at the affected manufacturing site or moving manufacturing to a facility not affected by the labor union). In any case, Core shall commit to ensure the continued supply of Products to PACCAR in the event of any labor action.

     21. Strategic Relationship.

     a. PACCAR recognizes a strategic relationship with Core. As such, Core will be invited to quote on future programs if Core has demonstrated capability in the desired manufacturing process and meets PACCAR’s overall supplier performance requirements. Provided Core has demonstrated the preceding requirements, [*****].

     b. To further support this strategic relationship, PACCAR agrees to establish periodic technology reviews with Purchasing, Engineering, Core and others as

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appropriate to provide Core development opportunities (materials and processes) and the opportunity to secure product manufacture through new or existing facilities or processes. These meetings may lead to Core providing on-site engineering support for a period of time and collaboration with PACCAR on technology and process development.

     22. Competitive Requirements. Core shall remain competitive with respect to the Products and/or Parts in terms of pricing, quality, performance, technology, and delivery during the term of this Agreement and any extension thereof. If, Core is not competitive in any of these areas, and PACCAR so notifies Core in writing, Core will have ninety (90) days (“Notice Period”) from the date of the notice to make its Product(s) and/or Parts competitive. If Core does not make its Product(s) and/or Parts competitive within the ninety (90) day period, PACCAR may, at its sole option: (a) discontinue purchasing Core’s non-competitive Product(s) and/or Parts and purchase from the other supplier(s) or (b) purchase the Product(s) and/or Parts from both the Core and the other supplier(s). In any case, Core shall cooperate fully with the move of Product and/or Parts, tooling and equipment, and, if requested in writing by PACCAR, agree to a transition period of ninety (90) days, and, take other steps reasonably necessary to avoid disruption to PACCAR truck production, including a bank build plan. Further, if this event takes place prior to January 1, 2008, at PACCAR’s request, Core will relinquish ownership of, and return to PACCAR [*****], any of the assets Core acquired from PACCAR pursuant to Paragraph 2 that are required to manufacture the Product(s) and/or the Part(s) whose production PACCAR decides to move elsewhere. In the event that Core replaces portions of the equipment required for operation, the parties agree to discuss reimbursement in good faith. Core will not relinquish ownership of equipment purchased by Core from sources other than PACCAR (identified with Core asset tags).

     23. Electronic Data Interchange. Should PACCAR and Core choose to engage in Electronic Data Interchange (“EDI”) with respect to any Products, Core agrees to comply with any and all terms and conditions in PACCAR’s EDI Implementation Guideline attached as Schedule F. Core and PACCAR agree that any EDI shall be deemed a “writing” sufficient for enforceability under any statute of frauds or similar law.

     24. Marketing Assistance. Core will supply Products [*****]. Core shall supply these Products to each PACCAR division and subsidiary purchasing Products for production. Core agrees to assist PACCAR in product selection.

     25. Returned Products and Parts.

     a. Returns of Products other than Products purchased by PACCAR Parts shall be handled in accordance with the PACCAR Return Goods Guideline attached as Schedule G.

     b. Returns of Products and Parts purchased by PACCAR Parts shall be handled in accordance with the PACCAR Parts Return Goods Policy attached as Schedule H.

***** Confidential Treatment Requested by Core Molding Technologies, Inc.

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     26. Warranty/Recall. Core agrees to comply with the terms of the PACCAR Supplier Warranty Support Agreement attached as Schedule I.

     27. Indemnification. Core shall protect, defend, indemnify and save harmless PACCAR, its employees, agents and customers and the users of any Products for defects in materials or workmanship covered by this Agreement from any and all suits, actions, liability, loss of life or personal injury (including but not limited to employees of Core or of PACCAR), or property damage (including but not limited to property of Core or of PACCAR), including costs and reasonable attorney fees, arising out of, or in connection with, or resulting from the activities of Core, its employees, agents or subcontractors, or in connection with the work performed, services rendered, or Products or materials furnished, under this Agreement. Provided, however, that this provision shall not apply with respect to injuries or damage resulting from PACCAR’s defective design.

PACCAR shall protect, defend, indemnify and save harmless Core, its employees and agents, from any and all suits, actions, liability and costs, including costs and reasonable attorney fees, for loss of life or personal injury (including but not limited to employees of PACCAR or of Core) or property damage (including but not limited to property of PACCAR or Core), resulting from the negligent or intentionally wrongful acts of PACCAR, its employees or agents in connection with the work performed, services rendered, or Products or materials furnished, under this Agreement.

     28. Force Majeure. Core shall not be in default by reason of any failure in the performance of this Agreement, or any purchase order issued hereunder, if such failure arises out of causes beyond the control and without the fault or negligence of Core including, but not restricted to, acts of God, acts of government, fires, flood, epidemics, quarantine restrictions, strikes, and freight embargoes. Core shall give notice to PACCAR within three (3) business days after it becomes aware of any circumstance or event which may reasonably be anticipated to cause or constitute, or which constitutes, an event of force majeure as described above. Such notice shall contain a detailed description of the delay and of the affected portion of work. Within seven (7) business days after delivering such notice, Core shall deliver a detailed written description of the work-around plan, alternative sources, and any other means that Core shall, at its own cost, use to prevent further delay. If delivery of any Products shall be delayed for more than one (1) month beyond the last day of the month in which the next delivery was scheduled following the onset of an event of force majeure, PACCAR may, upon written notice to Core, terminate any or all purchase orders, or terminate this Agreement and all purchase orders hereunder.

     29. Insurance. Core shall maintain insurance coverage in amounts not less than the following:

     a. Workers Compensation-Statutory Limit(s) for the jurisdiction(s) in which this Agreement is to be performed (or evidence of authority to be self-insured therefore);

     b. Employer’s Liability — $1,000,000;

     c. Commercial General Liability (including Contractual Liability, Products/Completed Operations, Independent Contractors, Premises/Operations and Broad Form Property Damage): For Safety Code 1 Products and Parts — $10,000,000

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Each Occurrence, $10,000,000 Annual Aggregate; For all other Products and Parts -$5,000,000 Each Occurrence, $5,000,000 Annual Aggregate; and

     d. Automobile Liability (including owned, non-owned and hired vehicles) — $1,000,000 Each Occurrence.

     At PACCAR’s request, Core shall furnish to PACCAR a certificate of insurance naming PACCAR as an additional insured for coverages described in (c) and (d). Each certificate shall disclose each applicable deductible and/or self insured retention and contain a statement of the insurer’s obligation to notify PACCAR at least thirty (30) days prior to cancellation, expiration or material change in any policy covered thereunder. Any policy that provides the insurance required shall be endorsed to be primary to and noncontributory with any insurance maintained by PACCAR and shall provide a waiver of any rights of subrogation against the additional insured. Core’s purchase of appropriate insurance coverage or the furnishing of certificates of insurance shall not release Core of its obligations or liabilities under this Agreement. Core may be self-insured for all or part of these requirements only with the prior written approval of PACCAR.

     30. Intellectual Property. Core warrants that the Products and Parts (and their sale or use, alone or in combination, according to Core’s specifications or recommendations, if any) shall not infringe any United States or non-U.S. patents, trademarks, or other intellectual property rights, and agrees to defend, indemnify and save harmless PACCAR and anyone selling or using any of the Products or Parts against all loss, damage, liability, costs, expenses and legal fees as they are incurred by reason of any infringement or alleged infringement except when any such infringement or alleged infringement arises solely from specifications or designs provided to Core by PACCAR.

     31. Proprietary Rights/Tooling.

     a. Core acknowledges that all drawings, designs, prototypes, specifications, tools, equipment, or materials of every description furnished to Core by PACCAR or specifically paid for by PACCAR, and all tooling, patterns, and molds manufactured from PACCAR’s specifications and specifically paid for by PACCAR shall be and remain the personal property of PACCAR. Further Core acknowledges that Core shall have no rights or claims to any CAD drawings, patents, or other intellectual property, relating to the Products that are produced at the Core facilities, and which are owned by PACCAR or were developed by PACCAR independently of Core. Core shall hold such property at its risk and insure such property at its expense in an amount equal to the replacement cost of such property with loss payable to PACCAR. It shall be safely stored, maintained, and, wherever possible, clearly marked “Property of PACCAR Inc” by Core. PACCAR shall have the right to enter upon Core’s premises to inspect such property and any related records. Upon PACCAR’s written request, Core shall prepare the property for shipment to PACCAR in the same condition in which it was received, reasonable wear and tear excepted, or at PACCAR’s option, Core shall assemble the property for pickup by PACCAR or destroy or have destroyed any such property designated by PACCAR, at PACCAR’s expense, and certify to PACCAR that such property has been destroyed.

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     b. PACCAR shall have no rights or claims to ownership of any patents or other intellectual property, relating to the Products produced at the Core facilities that are owned by Core or were developed by Core independently of PACCAR.

     c. The right to use any of PACCAR’s drawings, designs, specifications, prototypes, trademarks, patents, tools or molds which may be disclosed or provided to Core by PACCAR is limited to producing articles for sale exclusively to PACCAR and its divisions, subsidiaries and affiliated companies. Except as otherwise authorized in writing by PACCAR, Core will use any such information or property solely in connection with Core’s performance of this Agreement. Excluding the Schedule B assets, the transfer of any of PACCAR’s information or property to Core shall not be construed as granting a license or any right of ownership in any such information or property. CORE’S USE OF PACCAR’S TRADEMARKS IS LIMITED TO PRODUCING PRODUCTS OR PARTS SOLELY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT. CORE IS NOT AUTHORIZED TO USE SUCH TRADEMARKS FOR ANY OTHER PURPOSE.

     d. PACCAR will issue a purchase order (and, if necessary, a release thereunder) for its requirement for tooling. All such orders shall be made pursuant to, and shall be governed by, the terms and conditions of PACCAR Inc’s Corporate Tooling Purchase Order, attached hereto as Schedule J and incorporated herein for all purposes. In the event of any conflict between the Terms and Conditions and this Agreement, the terms of this Agreement will prevail. To the extent possible, the Terms and Conditions of this Agreement will be construed as being mutually consistent.

     32. Confidential Information. All oral and written communication and information exchanged between Core and PACCAR, including but not limited to PACCAR’s proprietary information described in Section 30, shall be treated as confidential information in accordance with the terms of PACCAR’s standard Non-Disclosure Agreement attached as Schedule K. Core and PACCAR shall not disclose such information except to their respective employees on a need-to-know basis. Core agrees that it will not sell, distribute, deliver, or authorize the manufacture of any goods incorporating PACCAR’s confidential or proprietary information to any person other than PACCAR without the written permission of PACCAR.

     33. Financial Information. Core agrees to provide PACCAR with publicly available financial information relating to Core as PACCAR may reasonably request from time to time.

     34. Ingredients Disclosure, Special Warnings, and Instructions. Core shall promptly furnish to PACCAR in such form and detail as PACCAR may direct: (a) a list of all hazardous ingredients in the Products; (b) the amount of each of such ingredients; and (c) information concerning any changes in or additions to such ingredients. Prior to and with the shipment of the Products, Core agrees to furnish to PACCAR sufficient warning and notice in writing (including appropriate labels on Products, containers and packing) of any hazardous material which is an ingredient or a part of any of the Products, together with such special handling instructions as may be necessary to advise carriers, PACCAR, and their respective employees of how to exercise that measure of care and precaution which will best prevent bodily injury or property damage in the handling, transportation, processing, use, or disposal of the Products, containers and packing shipped to PACCAR.

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     35. Termination. This Agreement may be terminated at any time:

     a. by mutual agreement of PACCAR and Core; or

     b. by PACCAR, in the event of material breach by Core of any representation, warranty, or obligation contained in this Agreement, which Core fails to cure within thirty (30) days of receipt of notice from PACCAR.

If notice of termination is given before January 1, 2008, and at PACCAR’s request, Core will relinquish ownership of the assets acquired from PACCAR that are located at Core Composites Cincinnati to PACCAR [*****] to PACCAR. In the event that Core replaces portions of the equipment required for operation, the parties agree to discuss reimbursement in good faith. Core will not relinquish ownership of equipment purchased by Core from sources other than PACCAR (identified with Core asset tags); or

          c. by Core, in the event of material breach by PACCAR of any representation, warranty, or obligation contained in this Agreement, which PACCAR fails to cure within thirty (30) days of receipt of notice from Core. PACCAR will reimburse Core for the balance of its lease payments for the Core Composites Cincinnati facility. Further, at PACCAR’s request, Core will relinquish ownership of the assets acquired from PACCAR and located at Core Composites Cincinnati back to PACCAR [*****]. In the event that Core replaces portions of the equipment required for operation, the parties agree to discuss reimbursement in good faith. Core will not relinquish ownership of equipment purchased by Core from sources other than PACCAR (identified with Core asset tags); or

          d. by Core, if Core demonstrates to PACCAR’s reasonable satisfaction that it has been unable to operate Core Composites Cincinnati at a profit, in the manner set forth herein.

i.	Core will provide PACCAR with ninety (90) days notice of its intent to terminate under this subsection (the “Notice Period”). During the Notice Period, Core will provide PACCAR with satisfactory documentation of its revenues and expenses for the relevant period. If Core makes the required demonstration, then PACCAR may propose measures to permit Core to operate the facility profitably. If Core declines to implement such measures, then the parties will agree upon a ninety (90) day Transition Plan, , in the manner set forth in Section 36, to commence upon the expiration of the Notice Period.
ii.	Termination under this provision shall not affect Core’s responsibility to pay any required payments under the terms of its lease of the Core Composites Cincinnati facility.
iii.	In the event of termination under this provision, Core will relinquish to PACCAR ownership of the assets it acquired from PACCAR under Section 2 of this Agreement [*****] to PACCAR. In the event that Core replaces portions of the equipment required for operation, the parties agree to discuss reimbursement in good faith. Core will not relinquish ownership of

***** Confidential Treatment Requested by Core Molding Technologies, Inc.

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equipment purchased by Core from sources other than PACCAR (identified with Core asset tags).

     e. by PACCAR, based on Core’s failure to demonstrate price competitiveness in the manner required under Section 22. In the event of termination under this provision,

(i)	the parties will agree upon a ninety (90) day transition plan to commence upon the expiration of the Notice Period, which will include a mutually agreed upon inventory bank build to enable PACCAR to transfer production to other supplier(s) without disruption of its truck manufacturing schedule.
(ii)	PACCAR will reimburse Core for the balance of its lease payments for the Core Composites Cincinnati facility, and will purchase any remaining raw material and hardware that Core has purchased to produce the Products manufactured at Core Composites Cincinnati.

     f. immediately, if either party (a) ceases to conduct operations under this Agreement in the normal course of business, (b) ceases to function as a going concern, (c) applies or has applied, or others apply or have applied for the appointment of a receiver for all or substantially all of its assets, (d) petitions for bankruptcy proceedings or such proceedings are petitioned for or on behalf of either party, or (e) makes an assignment of its assets for the benefit of creditors; or

     g. as otherwise provided specifically in this Agreement.

     36. Transition Period. If either party terminates this Agreement, and if requested in writing by PACCAR, Core shall cooperate with PACCAR to enable PACCAR to achieve an orderly and smooth transition of PACCAR’s business to a new supplier. This shall include, but not be limited to:

     a. The continued supply of quality Products and Parts delivered on-time to PACCAR facilities for 90 days from the date that the terminating party gives notice of termination, or, at PACCAR’s option, for a shorter period.

     b. The production of a bank of Product, to be determined by PACCAR, to insure continuity of supply while PACCAR-owned tooling and assets are being transferred to a new supplier.

     c. Material handling and administrative support in moving PACCAR owned tooling and other assets out of Supplier’s facility.

          d. Providing to PACCAR in an orderly and complete manner all PACCAR owned information, as outlined in Section 30 within thirty (30) days of PACCAR’s written request.

     37. Assignment. Neither party may assign any of the rights, duties, obligations, or benefits of this Agreement without the prior written consent of the other party. Any merger or consolidation with or into any person, or any conveyance, transfer, lease or other disposition

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(whether in one transaction or a series of transactions) of all or substantially all of a party’s assets, or any other change in control of a party not approved by the other in writing shall be deemed to be an assignment prohibited by this Section. Any assignment without prior written approval will render this Agreement immediately subject to termination at the option of the non-assigning party.

     38. No Waiver. Failure or delay of either party at any time to exercise any of its rights under this Agreement shall not be deemed to be a waiver of such rights, nor will it in any way prevent such party from subsequently asserting or exercising such rights.

     39. Severability. If any provision, or portion thereof, of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained in this Agreement.

     40. Amendment. This Agreement may only be amended or modified by an instrument in writing executed by both parties. Schedule A may be modified at any time by attaching a new schedule that is executed and dated by the parties.

     41. Duty Drawback Rights. PACCAR shall be entitled to all duty and import drawback rights related to the Products and Parts that Core can transfer to PACCAR, including rights developed by substitution and rights that may be acquired from Core’s suppliers. Core agrees to inform PACCAR of the existence of any such rights and upon request to supply such documents as may be required to obtain such drawback.

     42. Canadian Goods and Services Tax. Core shall, if it has not already done so, furnish PACCAR with its Canadian Goods and Services Tax registration number, and Core warrants that any Goods and Services Tax registration number so furnished is the registration number assigned to it by the Government of Canada.

     43. NAFTA. Upon request, Core shall promptly furnish PACCAR an accurate and complete North American Free Trade Agreement Certificate of Origin in accordance with applicable laws and regulations. Core agrees to indemnify PACCAR and/or its customers against all loss resulting directly or indirectly from Core’s delay in furnishing such certificates to PACCAR and from incorrect information therein furnished by Core.

     44. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Washington, without regard to its conflict of law rules. [Notwithstanding the foregoing, if the plaintiff brings an action in a foreign court under Section 40, the laws of that state, province and/or country shall apply.] In no event shall the United Nations Convention on Contracts for the International Sale of Goods apply.

     45. Jurisdiction and Venue. No party will commence or prosecute any suit, proceeding, or claim to enforce the provisions of this Agreement, or otherwise arising under or by reason of this Agreement, other than in the courts of King County in the State of Washington, or in the United States District Court for the Western District of Washington in Seattle, Washington. Each party irrevocably consents to the jurisdiction and venue of the above-identified courts.

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     46. Compliance with Laws and Regulations. Core agrees that in the performance of this order it will comply with the requirements of all applicable governmental, federal, state and local statutes, regulations and orders and will indemnify and save PACCAR harmless from any claim, loss or damage arising from Core’s violation or alleged violation of the same. PACCAR serves from time to time as a contractor for the United States Government. Core agrees that, if applicable to this Agreement, Core will comply with the requirements of U.S. Executive Order 11246, 41 CFR §60-250.4, 41 CFR §60-741.4, and other applicable equal employment opportunity laws. Contract clauses required by the U.S. Government in such circumstances are incorporated herein by reference. Core shall promptly notify PACCAR of any applicable export or import requirements or restrictions of any government or governmental entity with respect to the Products, Parts, articles, materials or work covered by this Agreement.

     47. No Agency Relationship. Nothing contained in this Agreement shall create any agency, fiduciary, joint venture, or partnership relationship between PACCAR and Core.

     48. Attorney’s Fees. Should any party employ an attorney or attorneys to enforce any of the provisions hereof or to protect its interests in any manner arising under this Agreement, or to recover damages for the breach hereof, the non-prevailing party in any action pursued in courts of competent jurisdiction (finality of which action is not legally contested) agrees to pay to the prevailing party or parties all reasonable costs, damages, and expenses, including reasonable attorney’s fees, expended or incurred in connection therewith.

     49. Notices. All notices, consents, requests, reports, and demands hereunder shall be in writing and shall be effective when delivered against receipt, or five (5) days after deposited in the mail, postage prepaid, addressed as follows:

If to Core:	If to PACCAR:
Core Molding Technologies, Inc.	PACCAR Inc
800 Manor Park Drive	777 — 106th Ave. N. E.
P.O. Box 28133	P. O. Box 1518 (98009)
Columbus, OH 43228-0183	Bellevue, WA 98004
Attention: PACCAR Account Manager	Attention: Director of Purchasing

or to such other address or to such other person as either party shall have last designated by notice to the other party.

     49. Fair Construction. This Agreement shall be interpreted without regard to which party initiated the drafting process or proposed or drafted particular language and shall not be construed for or against any party.

     50. Entire Agreement. This Agreement, together with the schedules and any other document referenced herein, contains the entire agreement between the parties hereto regarding the purchase and sale of the Products and Parts, and there are no agreements, modifications, conditions, or understandings, written or oral, expressed or implied, pertaining to the subject matter hereof which are not contained herein or superseded hereby. The terms of this Agreement

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supersede and replace the standard terms and conditions of any purchase orders or other documentation related to the sale of the Products and Parts unless specifically incorporated herein.

     51. Counterparts. This Agreement may be executed in one or more counterparts, each of which may be deemed to be an original instrument, but all of which together shall constitute but one instrument.

     52. Survival. The rights and obligations of Sections 25 on Returned Products, 26 on Warranties, 27 on Indemnification, 30 on Intellectual Property, 31 on Proprietary Rights, and 32 on Confidential Information shall survive termination or expiration of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Long Term Supply Agreement as of the day and year first above written.

Core Molding Technologies, Inc.		PACCAR Inc
By:	/s/ Stephen J. Klestinec	By:	/s/ T. A. Lundahl
Name: Stephen J. Klestinec		Name: T. A. Lundahl
Title: COO		Title: VP Purchasing

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SCHEDULES

Schedule A:	Part Numbers, Description, Raw Material Content, Costs, Surcharges and Price
Schedule B:	PACCAR Assets at the Batavia Facility
Schedule C:	Non-Production Part Numbers, Description, and Price
Schedule D:	PACCAR Parts Supplier Guidelines
Schedule E:	PACCAR Packaging Guidelines
Schedule F:	PACCAR EDI Implementation Guideline
Schedule G:	PACCAR Return Goods Guideline
Schedule H:	PACCAR Parts Return Goods Agreement
Schedule I:	PACCAR Core Warranty Support Agreement
Schedule J:	PACCAR Tooling Purchase Order
Schedule K:	Non-Disclosure Agreement
Schedule L:	Amendment for Additional PACCAR Requirements ([*****])

***** Confidential Treatment Requested by Core Molding Technologies, Inc.

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EX-31.A

Exhibit 31(a)

SECTION 302 CERTIFICATION

     I, Kevin L. Barnett, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Core Molding Technologies, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

     3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
c)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s first fiscal quarter in the case of the quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2007

/s/ Kevin L. Barnett  

Kevin L. Barnett 

President, Chief Executive Officer, and Director 

EX-31.B

Exhibit 31(b)

SECTION 302 CERTIFICATION

     I, Herman F. Dick, Jr., certify that:

     1. I have reviewed this quarterly report on Form 10-Q of Core Molding Technologies, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

     3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
c)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s first fiscal quarter in the case of the quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 13, 2007

/s/ Herman F. Dick, Jr.  

Herman F. Dick, Jr. 

Vice President, Secretary, Treasurer and
Chief Financial Officer 

EX-32.A

Exhibit 32(a)

CORE MOLDING TECHNOLOGIES, INC.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Core Molding Technologies, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin L. Barnett, President, Chief Executive Officer, and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kevin L. Barnett  

Kevin L. Barnett 

President, Chief Executive Officer, and Director
August 13, 2007  

EX-32.B

Exhibit 32(b)

CORE MOLDING TECHNOLOGIES, INC.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Core Molding Technologies, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Herman F. Dick, Jr., Vice President, Secretary, Treasurer, and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Herman F. Dick, Jr.  

Herman F. Dick, Jr. 

Vice President, Secretary, Treasurer and Chief Financial Officer 
August 13, 2007