ACCURIDE CORP - FORM 10-Q - November 2, 2015

Attached files

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EX-32.1 - EX-32.1 - ACCURIDE CORP	acw15-3ex32d1.htm
EX-31.2 - EX-31.2 - ACCURIDE CORP	acw15-3ex31d2.htm
EX-31.1 - EX-31.1 - ACCURIDE CORP	acw15-3ex31d1.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

	Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2015.

	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 001-32483

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware		61-1109077
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

7140 Office Circle, Evansville, IN		47715
(Address of Principal Executive Offices)		(Zip Code)

Registrant's Telephone Number, Including Area Code: (812) 962-5000

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  No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No 

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

Large Accelerated Filer 

Accelerated Filer 

Non-Accelerated Filer 

Smaller Reporting Company 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  No 

As of October 28, 2015, 47,953,555 shares of Accuride Corporation common stock, par value $.01 per share, were outstanding.

ACCURIDE CORPORATION

Table of Contents

Part I. FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except for share and per share data)	September 30, 2015		December 31, 2014
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	39,125	$	29,773
Customer receivables, net of allowance for doubtful accounts of $521 and $327 in 2015 and 2014, respectively		57,867		56,271
Other receivables		5,868		7,299
Inventories		36,695		43,065
Deferred income taxes		2,687		2,687
Prepaid expenses and other current assets		8,504		10,785
Total current assets		150,746		149,880
PROPERTY, PLANT AND EQUIPMENT, net		203,778		212,183
OTHER ASSETS:
Goodwill		100,697		100,697
Other intangible assets, net		113,692		117,963
Deferred financing costs, net of accumulated amortization of $6,148 and $5,077 in 2015 and 2014, respectively		3,965		5,012
Deferred income taxes		2,490		1,289
Pension asset		11,883		9,518
Other		5,020		1,880
TOTAL	$	592,271	$	598,422
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	59,892	$	56,452
Accrued payroll and compensation		8,032		10,620
Accrued interest payable		5,073		12,428
Accrued workers compensation		2,879		3,137
Accrued and other liabilities		15,726		14,434
Total current liabilities		91,602		97,071
LONG-TERM DEBT		322,022		323,234
DEFERRED INCOME TAXES		15,067		14,837
NON-CURRENT INCOME TAXES PAYABLE		6,604		6,534
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY		62,988		82,157
PENSION BENEFIT PLAN LIABILITY		29,268		32,348
OTHER LIABILITIES		9,036		11,438
COMMITMENTS AND CONTINGENCIES (Note 6)		—		—
STOCKHOLDERS' EQUITY:
Preferred Stock, $0.01 par value; 10,000,000 shares authorized		—		—
Common Stock, $0.01 par value; 80,000,000 shares authorized, 47,953,555 and 47,718,818 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively, and additional paid-in-capital		444,360		442,631
Accumulated other comprehensive loss		(34,057)		(49,638)
Accumulated deficiency		(354,619)		(362,190)
Total stockholders' equity		55,684		30,803
TOTAL	$	592,271	$	598,422

See notes to unaudited condensed consolidated financial statements.

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ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands except per share data)	2015		2014		2015		2014

NET SALES	$	163,428	$	184,007	$	532,467	$	532,366
COST OF GOODS SOLD		145,165		164,095		467,367		473,009
GROSS PROFIT		18,263		19,912		65,100		59,357
OPERATING EXPENSES:
Selling, general and administrative		10,765		9,868		34,090		30,440
INCOME FROM OPERATIONS		7,498		10,044		31,010		28,917
OTHER EXPENSE:
Interest expense, net		(8,249)		(8,444)		(24,953)		(25,351)
Other loss, net		(1,142)		(805)		(2,398)		(1,504)
INCOME (LOSS) BEFORE INCOME TAXES FROM CONTINUING OPERATIONS		(1,893)		795		3,659		2,062
INCOME TAX BENEFIT		(3,671)		(410)		(3,663)		(967)
INCOME FROM CONTINUING OPERATIONS		1,778		1,205		7,322		3,029
DISCONTINUED OPERATIONS, NET OF TAX		42		(106)		249		(208)
NET INCOME	$	1,820	$	1,099	$	7,571	$	2,821
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Defined benefit plans		(3,259)		472		15,581		945
COMPREHENSIVE INCOME (LOSS)	$	(1,439)	$	1,571	$	23,152	$	3,766
Weighted average common shares outstanding—basic		48,015		47,749		47,943		47,694
Basic income per share-continuing operations		0.04		0.02		0.15		0.06
Basic income per share-discontinued operations		—		—		0.01		—
Basic income per share	$	0.04	$	0.02	$	0.16	$	0.06
Weighted average common shares outstanding—diluted		49,422		49,042		48,844		48,531
Diluted income per share-continuing operations		0.04		0.02		0.15		0.06
Diluted income per share-discontinued operations		—		—		0.01		—
Diluted income per share	$	0.04	$	0.02	$	0.16	$	0.06

See notes to unaudited condensed consolidated financial statements.

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ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

(In thousands)	Common Stock and Additional Paid-in- Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficiency		Total Stockholders' Equity

BALANCE July 1, 2014	$	441,384	$	(18,239)	$	(358,161)	$	64,984
Net income		—		—		1,099		1,099
Share-based compensation expense		622		—		—		622
Other comprehensive income, net of tax		—		472		—		472
BALANCE—September 30, 2014	$	442,006	$	(17,767)	$	(357,062)	$	67,177

BALANCE—July 1, 2015	$	443,669	$	(30,798)	$	(356,439)	$	56,432
Net income		—		—		1,820		1,820
Share-based compensation expense		698		—		—		698
Tax impact of forfeited vested shares		(7)		—		—		(7)
Other comprehensive income, net of tax		—		(3,259)		—		(3,259)
BALANCE—September 30, 2015	$	444,360	$	(34,057)	$	(354,619)	$	55,684

(In thousands)	Common Stock and Additional Paid-in- Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficiency		Total Stockholders' Equity

BALANCE— January 1, 2014	$	440,479	$	(18,712)	$	(359,883)	$	61,884
Net income		—		—		2,821		2,821
Share-based compensation expense		1,831		—		—		1,831
Tax impact of forfeited vested shares		(304)		—		—		(304)
Other comprehensive income, net of tax		—		945		—		945
BALANCE—September 30, 2014	$	442,006	$	(17,767)	$	(357,062)	$	67,177

BALANCE—January 1, 2015	$	442,631	$	(49,638)	$	(362,190)	$	30,803
Net income		—		—		7,571		7,571
Share-based compensation expense		2,147		—		—		2,147
Tax impact of forfeited vested shares		(418)		—		—		(418)
Other comprehensive income, net of tax		—		15,581		—		15,581
BALANCE—September 30, 2015	$	444,360	$	(34,057)	$	(354,619)	$	55,684

See notes to unaudited condensed consolidated financial statements.

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ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine Months Ended September 30,
(In thousands)	2015		2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	7,571	$	2,821
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment		25,326		24,907
Amortization – deferred financing costs and debt discount		1,859		1,859
Amortization – other intangible assets		6,174		6,097
Loss on disposal of assets		240		669
Provision for deferred income taxes		(4,864)		(592)
Non-cash share-based compensation		2,147		1,831
Changes in certain assets and liabilities:
Receivables		(165)		(23,416)
Inventories		6,370		(6,497)
Prepaid expenses and other assets		(1,839)		(4,999)
Accounts payable		2,158		19,723
Accrued and other liabilities		(13,882)		(14,129)
Net cash provided by operating activities		31,095		8,274
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(15,879)		(20,734)
Proceeds from sale of property, plant, and equipment		—		1,235
Purchases of intangible assets		(1,903)		(671)
Net cash used in investing activities		(17,782)		(20,170)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolver		21,000		10,000
Payments on revolver		(23,000)		(10,000)
Principal payments on capital leases		(1,937)		—
Other		(24)		—
Net cash used in financing activities		(3,961)		—
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		9,352		(11,896)
CASH AND CASH EQUIVALENTS—Beginning of period		29,773		33,426
CASH AND CASH EQUIVALENTS—End of period	$	39,125	$	21,530

Supplemental cash flow information:
Cash paid for interest	$	30,428	$	30,815
Cash paid for income taxes	$	678	$	1,274
Non-cash transactions:
Purchases of property, plant and equipment in accounts payable	$	3,675	$	2,504

See notes to unaudited condensed consolidated financial statements.

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ACCURIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(AMOUNTS IN THOUSANDS, UNLESS OTHERWISE NOTED, EXCEPT SHARE AND PER SHARE DATA)

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), except that the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. However, in the opinion of Accuride Corporation ("Accuride" or the "Company"), all adjustments (consisting primarily of normal recurring accruals) considered necessary to present fairly the condensed consolidated financial statements have been included. Certain operating results from prior periods have been reclassified to discontinued operations to conform to the current year presentation.

The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015. The unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto disclosed in Accuride's Annual Report on Form 10-K for the year ended December 31, 2014.

Management's Estimates and Assumptions – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Earnings Per Common Share – Basic and diluted earnings per common share were computed as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands except per share data)	2015		2014		2015		2014
Numerator:
Net income from continuing operations	$	1,778	$	1,205	$	7,322	$	3,029
Net income (loss) from discontinued operations		42		(106)		249		(208)
Net income	$	1,820	$	1,099	$	7,571	$	2,821
Denominator:
Weighted average shares outstanding – Basic		48,015		47,749		47,943		47,694
Weighted average shares outstanding – Diluted		49,422		49,042		48,844		48,531

Basic income per common share
From continuing operations	$	0.04	$	0.02	$	0.15	$	0.06
From discontinued operations		—		—		0.01		—
Basic income per common share	$	0.04	$	0.02	$	0.16	$	0.06

Diluted income per common share
From continuing operations	$	0.04	$	0.02	$	0.15	$	0.06
From discontinued operations		—		—		0.01		—
Diluted income per common share	$	0.04	$	0.02	$	0.16	$	0.06

As of September 30, 2015, there were options exercisable for 144,095 shares that were not included in the computation of diluted earnings per share because the effect would be anti-dilutive. As of September 30, 2014, there were options exercisable for 147,420 shares that were not included in the computation of diluted earnings per share because the effect would be anti-dilutive.

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Share-Based Compensation – Compensation expense for share-based compensation programs recognized as a component of operating expenses was $0.7 million and $0.6 million for the three months ended September 30, 2015 and September 30, 2014, respectively. Compensation expense for share-based compensation programs recognized as a component of operating expenses was $2.1 million and $1.8 million for the nine months ended September 30, 2015 and September 30, 2014, respectively.

As of September 30, 2015, there was approximately $3.6 million of unrecognized pre-tax compensation expense related to share-based awards not yet vested that will be recognized over a weighted-average period of 1.5 years.

Income Tax – Under Interim Financial Reporting, we compute on a quarterly basis an estimated annual effective tax rate considering ordinary income and related income tax (benefit) expense. Ordinary income refers to income (loss) before income tax expense excluding significant, unusual, or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is recorded in the interim period in which it occurs. Other items included in income tax expense in the periods in which they occur include the cumulative effect of changes in tax laws or rates, foreign exchange gains and losses, adjustments to uncertain tax positions, and adjustments to our valuation allowance due to changes in judgment in the realizability of federal and state deferred tax assets in future years.

We have assessed the need to maintain a valuation allowance for deferred tax assets based on an assessment of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance. Due to our recent history of U.S. operating and taxable losses, the inconsistency of income, and the uncertainty of our financial outlook, we continue to maintain a full valuation allowance against our domestic deferred tax assets. Deferred tax assets in our foreign jurisdictions are more likely than not to be recognized, therefore, no valuation allowance has been recorded for these assets.

Recent Accounting Pronouncements – On May 28, 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue From Contracts With Customers. The amendments in this update create Topic 606, Revenue from Contracts with Customers, and supersede the revenue recognition requirements in Topic 605. The objective of the amendment is to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP and International Financial Reporting Standards ("IFRS"). The amendment is effective for annual reporting periods beginning after December 15, 2016, and interim periods therein. Early adoption is not permitted. The Company is evaluating the effect, if any, on its financial statements.

On June 19, 2014, the FASB issued ASU 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could Be Achieved after the Requisite Service Period. This update is intended to resolve the diverse accounting treatment of those awards in practice. The amendment is effective for annual and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. The Company is evaluating the effect, if any, on its financial statements.

On August 27, 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern. The amendments in this update provide guidance in U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is evaluating the effect, if any, on its financial statements.

On January 9, 2015, the FASB issued ASU 2015-01, Income Statement-Extraordinary and Unusual Items (Topic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The update eliminates from GAAP the concept of extraordinary items. The amendment is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company is evaluating the effect, if any, on its financial statements.

On February 18, 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. This update is intended to change the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The amendment is effective for annual and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. The Company is evaluating the effect, if any, on its financial statements.

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On April 15, 2015, the FASB issued ASU 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. The amendment is effective for annual and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. The Company is evaluating the effect, if any, on its financial statements.

On April 7, 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. FASB is issuing this update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). To simplify presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The amendments in this update are effective for annual and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. The Company is evaluating the effect, if any, on its financial statements.

On July 22, 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. The FASB is using this update as part of its Simplification Initiative. The amendments in this update more closely align the measurement of inventory in GAAP with the measurement of Inventory in Internal Financial Reporting Standards ("IFRS"). This amendment is for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendment should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is evaluating the effect, if any, on its financial statements.

On August 12, 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferred of the Effective Date". The amendments in this update defer the effective date of Update 2014-09 for all entities by one year.

On August 18 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements-Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)". This update adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force ("EITF") meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements.

Note 2 – Discontinued Operations

The Company has recognized certain operating results related to its Imperial Group business in Discontinued Operations.

The following table presents sales and income attributable to Discontinued Operations.

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2015		2014		2015		2014

Net sales	$	—	$	—	$	—	$	—

Loss from operations		(10)		(10)		(31)		(31)
Other income (expense)		52		(96)		280		(177)
Discontinued Operations	$	42	$	(106)	$	249	$	(208)

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Note 3 - Inventories

Inventories at September 30, 2015 and December 31, 2014, on a first-in, first-out ("FIFO") basis, were as follows:

(In thousands)	September 30, 2015		December 31, 2014
Raw materials	$	7,137	$	8,244
Work in process		9,242		14,073
Finished manufactured goods		20,316		20,748
Total inventories	$	36,695	$	43,065

Note 4 - Goodwill and Other Intangible Assets

The following represents the carrying amount of goodwill, on a reportable segment basis:

(In thousands)	Wheels		Brillion Iron Works		Total
Balance as of December 31, 2014	$	96,283	$	4,414	$	100,697
Balance as of September 30, 2015	$	96,283	$	4,414	$	100,697

The changes in the carrying amount of other intangible assets for the period December 31, 2014 to September 30, 2015, by reportable segment, are as follows:

(In thousands)	Wheels		Brillion Iron Works		Gunite		Total
Balance as of December 31, 2014	$	115,465	$	2,498	$	—	$	117,963
Additions		—		—		1,903		1,903
Amortization		(5,992)		(126)		(56)		(6,174)
Balance as of September 30, 2015	$	109,473	$	2,372	$	1,847	$	113,692

On July 2, 2015, the Company entered into, and consummated the acquisition contemplated by, an Asset Purchase Agreement (the "Agreement"), pursuant to which the Company's subsidiary, Gunite Corporation ("Buyer"), acquired certain technologies and patents of Century-3 Plus, L.L.C. ("Seller"), a designer and manufacturer of brake components for the military and commercial vehicles for $2.0 million cash paid at closing and $8.0 million in contingent consideration. The contingent consideration maximum of $8.0 million can be earned based on the achievement of certain technological and commercial milestones, as defined in the Agreement. The transaction has been recorded as $0.1 million in property, plant, and equipment, and $1.9 million as intangible assets, primarily technology. This purchase is consistent with the Company's strategy of enhancing and expanding its core wheel-end product line.

The changes in the carrying amount of other intangible assets for the period December 31, 2013 to September 30, 2014, by reportable segment, are as follows:

(In thousands)	Wheels		Brillion Iron Works		Total
Balance as of December 31, 2013	$	122,764	$	2,666	$	125,430
Additions		671		—		671
Amortization		(5,971)		(126)		(6,097)
Balance as of September 30, 2014	$	117,464	$	2,540	$	120,004

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The summary of goodwill and other intangible assets is as follows:

			As of September 30, 2015						As of December 31, 2014
(In thousands)	Weighted Average Useful Lives		Gross Amount		Accumulated Amortization		Carrying Amount		Gross Amount		Accumulated Amortization		Carrying Amount
Goodwill		—	$	100,697	$	—	$	100,697	$	100,697	$	—	$	100,697
Other intangible assets:
Trade names		—	$	25,200	$	—	$	25,200	$	25,200	$	—	$	25,200
Technology		10.6		41,072		25,483		15,589		39,169		23,158		16,011
Customer relationships		16.8		127,304		54,401		72,903		127,304		50,552		76,752
Other intangible assets			$	193,576	$	79,884	$	113,692	$	191,673	$	73,710	$	117,963

We estimate that our annual amortization expense for our other intangible assets for 2015 will be approximately $8.3 million and $8.6 million annually from 2016 through 2019.

Note 5 - Pension and Other Postretirement Benefit Plans

Components of net periodic benefit cost for the three and nine months ended September 30, 2015:

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	Pension Benefits				Other Benefits				Pension Benefits				Other Benefits
(In thousands)	2015		2014		2015		2014		2015		2014		2015		2014
Service cost-benefits earned during the period	$	170	$	270	$	97	$	80	$	526	$	804	$	301	$	252
Interest cost on projected benefit obligation		2,297		2,624		662		978		7,021		7,975		2,276		2,737
Expected return on plan assets		(2,697)		(3,112)		—		—		(8,254)		(9,480)		—		—
Amortization of prior service (credit) cost		11		11		(236)		(9)		33		33		(338)		(27)
Amortization of loss		304		57		89		59		935		158		284		216
Net periodic benefit cost		85		(150)		612		1,108		261		(510)		2,523		3,178
Other one-time charges		—		—		—		435		—		—		—		435
Total benefit cost charged (credited) to income	$	85	$	(150)	$	612	$	1,543	$	261	$	(510)	$	2,523	$	3,613

As of September 30, 2015, $5.0 million has been contributed in 2015 to our sponsored pension plans. We presently anticipate contributing an additional $2.5 million to fund our pension plans during 2015 for a total of $7.5 million.

Certain of our post-retirement benefit programs were re-measured as of May 31, 2015 to reflect post-65 health benefits transitioning from a self-insured plan to a Medicare Advantage Plan. The transition to the Medicare Advantage plan will provide comparable benefits while taking advantage of certain government subsidies which help manage the continually rising costs of medical and prescription drug coverage. The re-measurement resulted in a liability reduction as of September 30, 2015, of $16.5 million and a corresponding gain in Accumulated Other Comprehensive Income. This re-measurement takes into account the impact of the anticipated future program cost savings and current interest rate environments.

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Note 6 – Commitments and Contingencies

We are from time to time involved in various legal proceedings of a character normally incidental to our business. We do not believe that the outcome of these proceedings will have a material adverse effect on our consolidated financial condition or results of our operations and cash flows.

In addition to environmental laws that regulate our ongoing operations, we are also subject to environmental remediation liability. Under the federal Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") and analogous state laws, we may be subject to joint and several liability without regard to fault or the legality of the original conduct as a result of the release or threatened release of hazardous materials into the environment regardless of when the release occurred. We are currently involved in several matters relating to the investigation and/or remediation of locations where we have arranged for the disposal of foundry wastes. Such matters include situations in which we have been named or are believed to be potentially responsible parties in connection with the contamination of these offsite disposal locations. Additionally, environmental remediation may be required to address soil and groundwater contamination identified at certain of our facilities.

As of September 30, 2015, we had an environmental reserve of approximately $1.1 million, related primarily to our foundry operations. This reserve is based on management's review of potential liabilities as well as cost estimates related thereto. Any expenditure required for us to comply with applicable environmental laws and/or pay for any remediation efforts will not be reduced or otherwise affected by the existence of the environmental reserve. Our environmental reserve may not be adequate to cover our future costs related to the sites associated with the environmental reserve, and any additional costs may have a material adverse effect on our business, results of operations or financial condition. The discovery of additional environmental issues, the modification of existing laws or regulations or the promulgation of new ones, more vigorous enforcement by regulators, the imposition of joint and several liability under CERCLA or analogous state laws, or other unanticipated events could also result in a material adverse effect on our consolidated financial statements.

The Iron and Steel Foundry National Emission Standard for Hazardous Air Pollutants ("NESHAP") was developed pursuant to Section 112(d) of the Clean Air Act and requires major sources of hazardous air pollutants to achieve compliance with emission limits representative of maximum achievable control technology. Based on currently available information, we do not anticipate material costs regarding ongoing compliance with the NESHAP; however if we are found to be out of compliance with NESHAP, we could incur a liability that could have a material adverse effect on our consolidated financial statements.

Management does not believe that the outcome of any currently pending environmental proceeding will have a material adverse effect on our consolidated financial statements.

As of September 30, 2015, we had approximately 2,100 employees, of which 482 were salaried employees with the remainder paid hourly. Unions represent approximately 1,360 of our employees, which is approximately 65 percent of our total employees. Each of our unionized facilities has a separate contract with the union that represents the workers employed at such facility. The union contracts expire at various times over the next few years with the exception of our union contract that covers the hourly employees at our Monterrey, Mexico, facility, which expires on an annual basis in January unless otherwise renewed. The 2015 negotiations in Monterrey were completed prior to the expiration of our union contract. In 2014, we successfully negotiated new bargaining agreements for our Erie, Pennsylvania and Rockford, Illinois facilities, which will expire on September 3, 2018 and March 25, 2019, respectively. The previous contract at our London, Ontario facility expired on March 12, 2015, but our previously negotiated successor agreement became effective on March 13, 2015 and runs through March 12, 2018. No other collective bargaining agreements expire in 2015.

Note 7– Financial Instruments

We have determined the estimated fair value amounts of financial instruments using available market information and other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. A fair value hierarchy accounting standard exists for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

The hierarchy consists of three levels:

Level 1

Quoted market prices in active markets for identical assets or liabilities;

Level 2

Inputs other than Level 1 inputs that are either directly or indirectly observable; and

Level 3

Unobservable inputs developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

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The carrying amounts of cash and cash equivalents, customer receivables, and accounts payable approximate fair value because of the relatively short maturity of these instruments. The fair value of our 9.5% senior secured notes based on market quotes, which we determined to be Level 1 inputs, at September 30, 2015 was approximately $317.0 million compared to the carrying amount of $307.0 million. The fair value of our 9.5% senior secured notes based on market quotes, which we determined to be Level 1 inputs, at December 31, 2014 was approximately $319.2 million compared to the carrying amount of $306.2 million. The Company believes the fair value of our variable interest rate Asset Based Loan ("ABL") facility at September 30, 2015 and December 31, 2014 equals the carrying value of $15.0 million and $17.0 million, respectively. As of September 30, 2015 and December 31, 2014 we had no other financial instruments.

Note 8 – Segment Reporting

Based on our continual monitoring of the long-term economic characteristics, products and production processes, class of customer, and distribution methods of our operating segments, we have identified each of our operating segments below as reportable segments. We believe this segmentation is appropriate based upon operating decisions and performance assessments by our President and Chief Executive Officer. The accounting policies of the reportable segments are the same as described in Note 1, Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the year ended December 31, 2014.

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2015		2014		2015		2014
Net sales:
Wheels	$	101,833	$	106,685	$	324,525	$	300,058
Gunite		43,823		42,357		128,569		134,634
Brillion Iron Works		17,772		34,965		79,373		97,674
Consolidated total	$	163,428	$	184,007	$	532,467	$	532,366

Operating income (loss):
Wheels	$	13,715	$	11,847	$	44,372	$	33,446
Gunite		5,061		4,149		15,140		14,670
Brillion Iron Works		(3,650)		1,680		(2,924)		3,444
Corporate / Other		(7,628)		(7,632)		(25,578)		(22,643)
Consolidated total	$	7,498	$	10,044	$	31,010	$	28,917

Excluded from net sales above, are inter-segment sales from Brillion Iron Works to Gunite, as shown in the table below:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2015		2014		2015		2014
Inter-segment sales	$	1,041	$	3,055	$	4,949	$	10,825

	As of
(In thousands)	September 30, 2015		December 31, 2014
Total assets:
Wheels	$	437,196	$	441,835
Gunite		59,944		59,600
Brillion Iron Works		50,358		55,226
Corporate / Other		44,773		41,761
Consolidated total	$	592,271	$	598,422

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Note 9 - Debt

As of September 30, 2015, total debt was $322.0 million consisting of $307.0 million of our outstanding 9.5% senior secured notes, net of discount, and a $15.0 million draw on our ABL facility. As of December 31, 2014, total debt was $323.2 million consisting of $306.2 million of our outstanding 9.5% senior secured notes, net of discount, and a $17.0 million draw on our ABL facility.

Our credit documents (the ABL Facility and the indenture governing the senior secured notes) contain operating covenants that limit the discretion of management with respect to certain business matters. These covenants place significant restrictions on, among other things, the ability to incur additional debt, to pay dividends, to create liens, to make certain payments and investments and to sell or otherwise dispose of assets and merge or consolidate with other entities. In addition, the ABL Facility contains a fixed charge coverage ratio covenant which will be applicable if the availability under the ABL Facility is less than 10.0% of the amount of the ABL Facility. If applicable, that covenant requires us to maintain a minimum ratio of adjusted EBITDA less capital expenditures made during such period (other than capital expenditures financed with the net cash proceeds of asset sales, recovery events, incurrence of indebtedness and the sale or issuance of equity interests) to fixed charges of 1.00 to 1.00. We are not currently in a compliance period, and we do not expect to be in a compliance period during the next twelve months. However, we continue to operate in a challenging commercial environment and our ability to maintain liquidity and comply with our debt covenants may be affected by changes in economic or other conditions that are beyond our control and which are difficult to predict.

The ABL Facility provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sub-limits of up to $10.0 million for swingline loans and $20.0 million for letters of credit. Borrowings under the ABL Facility bear interest through maturity at a variable rate based upon, at our option, either LIBOR or the base rate (which is the greatest of one-half of 1.00% in excess of the federal funds rate, 1.00% in excess of the one-month LIBOR rate and the Agent's prime rate), plus, in each case, an applicable margin. The applicable margin for loans under the first-in last-out term facility that are (i) LIBOR loans ranges, based on the our average excess availability, from 2.75% to 3.25% per annum and (ii) base rate loans ranges, based on our average excess availability, from 1.00% to 1.50%. The applicable margin for other advances under the ABL Facility that are (i) LIBOR loans ranges, based on our average excess availability, from 1.75% to 2.25% and (ii) base rate loans ranges, based on our average excess availability, from 0.00% to 0.50%.

We must also pay an unused line fee equal to 0.25% per annum to the lenders under the ABL Facility if utilization under the facility is greater than or equal to 50.0% of the total available commitments under the facility, or an unused line fee equal to 0.375% per annum if utilization under the facility is less than 50.0% of the total available commitments under the facility. Customary letter of credit fees are also payable, as applicable.

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Note 10 – Guarantor and Non-guarantor Financial Statements

Our senior secured notes are, jointly and severally, fully and unconditionally guaranteed, on a senior basis, by all of our existing and future 100% owned domestic subsidiaries ("Guarantor Subsidiaries"). The non-guarantor subsidiaries are our foreign subsidiaries and discontinued operations. The following condensed financial information illustrates the composition of the combined Guarantor Subsidiaries:

CONDENSED CONSOLIDATING BALANCE SHEETS

	September 30, 2015
(In thousands)	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
ASSETS
Cash and cash equivalents	$	26,212	$	—	$	12,913	$	—	$	39,125
Customer and other receivables, net		40,728		16,896		5,763		348		63,735
Intercompany receivable		2,834		38,687		88,825		(130,346)		—
Inventories		18,930		15,806		2,307		(348)		36,695
Other current assets		7,165		1,891		2,135		—		11,191
Total current assets		95,869		73,280		111,943		(130,346)		150,746
Property, plant and equipment, net		77,779		95,956		30,043		—		203,778
Goodwill		96,283		4,414		—		—		100,697
Other intangible assets, net		109,417		4,275		—		—		113,692
Investments in and advances to subsidiaries and affiliates		176,217		—		—		(176,217)		—
Deferred income taxes		—		35,640		2,490		(35,640)		2,490
Other non-current assets		5,709		345		14,814		—		20,868
TOTAL	$	561,274	$	213,910	$	159,290	$	(342,203)	$	592,271
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	18,315	$	33,133	$	8,444	$	—	$	59,892
Intercompany payable		94,237		—		36,109		(130,346)		—
Accrued payroll and compensation		923		5,887		1,222		—		8,032
Accrued interest payable		5,073		—		—		—		5,073
Accrued and other liabilities		5,205		9,870		3,530		—		18,605
Total current liabilities		123,753		48,890		49,305		(130,346)		91,602
Long term debt		322,022		—		—		—		322,022
Deferred and non-current income taxes		45,759		10,615		937		(35,640)		21,671
Other non-current liabilities		14,056		70,965		16,271		—		101,292
Stockholders' equity		55,684		83,440		92,777		(176,217)		55,684
TOTAL	$	561,274	$	213,910	$	159,290	$	(342,203)	$	592,271

	December 31, 2014
(In thousands)	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
ASSETS
Cash and cash equivalents	$	22,710	$	—	$	7,063	$	—	$	29,773
Customer and other receivables, net		35,630		20,994		6,543		403		63,570
Intercompany receivables		191,272		5,086		53,055		(249,413)		—
Inventories		18,693		21,352		3,423		(403)		43,065
Other current assets		4,970		3,386		5,116		—		13,472
Total current assets		273,275		50,818		75,200		(249,413)		149,880
Property, plant and equipment, net		78,603		101,648		31,932		—		212,183
Goodwill		96,283		4,414		—		—		100,697
Other intangible assets, net		115,465		2,498		—		—		117,963
Investments in and advances to subsidiaries and affiliates		128,372		—		—		(128,372)		—
Other non-current assets		3,118		3,774		10,807		—		17,699
TOTAL	$	695,116	$	163,152	$	117,939	$	(377,785)	$	598,422
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	15,209	$	31,931	$	9,312	$	—	$	$56,452
Intercompany payable		249,407		—		6		(249,413)		—
Accrued payroll and compensation		4,002		5,458		1,160		—		10,620
Accrued interest payable		12,428		—		—		—		12,428
Accrued and other liabilities		4,183		10,060		3,328		—		17,571
Total current liabilities		285,229		47,449		13,806		(249,413)		97,071
Long term debt		323,234		—		—		—		323,234
Deferred and non-current income taxes		41,775		(20,736)		332		—		21,371
Other non-current liabilities		14,075		93,245		18,623		—		125,943
Stockholders' equity		30,803		43,194		85,178		(128,372)		30,803
TOTAL	$	695,116	$	163,152	$	117,939	$	(377,785)	$	598,422

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CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three Months Ended September 30, 2015
(In thousands)	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
Net sales	$	123,912	$	66,262	$	30,576	$	(57,322)	$	163,428
Cost of goods sold		117,925		58,200		26,014		(56,974)		145,165
Gross profit		5,987		8,062		4,562		(348)		18,263
Operating expenses		10,363		369		33		—		10,765
Income (loss) from operations		(4,376)		7,693		4,529		(348)		7,498
Other income (expense):
Interest income (expense), net		(8,749)		(47)		547		—		(8,249)
Equity in earnings of subsidiaries		10,038		—		—		(10,038)		—
Other income (expense), net		(384)		—		(758)		—		(1,142)
Income (loss) before income taxes from continuing operations		(3,471)		7,646		4,318		(10,386)		(1,893)
Income tax (benefit) provision		(5,291)		925		695		—		(3,671)
Income (loss) from continuing operations		1,820		6,721		3,623		(10,386)		1,778
Discontinued operations, net of tax		—		—		42		—		42
Net income (loss)	$	1,820	$	6,721	$	3,665	$	(10,386)	$	1,820

Comprehensive income (loss)	$	(1,439)	$	2,866	$	4,735	$	(7,601)	$	(1,439)

	Three Months Ended September 30, 2014
(In thousands)	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
Net sales	$	124,025	$	82,505	$	33,589	$	(56,112)	$	184,007
Cost of goods sold		111,184		77,396		31,216		(55,701)		164,095
Gross profit		12,841		5,109		2,373		(411)		19,912
Operating expenses		9,623		204		41		—		9,868
Income (loss) from operations		3,218		4,905		2,332		(411)		10,044
Other income (expense):
Interest income (expense), net		(8,695)		(53)		304		—		(8,444)
Equity in earnings of subsidiaries		5,385		—		—		(5,385)		—
Other income (expense), net		(714)		327		(418)		—		(805)
Income (loss) before income taxes from continuing operations		(806)		5,179		2,218		(5,796)		795
Income tax (benefit) provision		(1,905)		925		570		—		(410)
Income (loss) from continuing operations		1,099		4,254		1,648		(5,796)		1,205
Discontinued operations, net of tax		—		—		(106)		—		(106)
Net income (loss)	$	1,099	$	4,254	$	1,542	$	(5,796)	$	1,099

Comprehensive income (loss)	$	1,571	$	4,252	$	1,999	$	(6,251)	$	1,571

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	Nine Months Ended September 30, 2015
(In thousands)	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
Net sales	$	379,041	$	234,426	$	94,462	$	(175,462)	$	532,467
Cost of goods sold		348,803		208,191		84,778		(174,405)		467,367
Gross profit		30,238		26,235		9,684		(1,057)		65,100
Operating expenses		33,100		873		117		—		34,090
Income (loss) from operations		(2,862)		25,362		9,567		(1,057)		31,010
Other income (expense):
Interest income (expense), net		(26,191)		(152)		1,390		—		(24,953)
Equity in earnings of subsidiaries		31,950		—		—		(31,950)		—
Other income (expense), net		(663)		—		(1,735)		—		(2,398)
Income (loss) before income taxes from continuing operations		2,234		25,210		9,222		(33,007)		3,659
Income tax (benefit) provision		(5,337)		578		1,096		—		(3,663)
Income (loss) from continuing operations		7,571		24,632		8,126		(33,007)		7,322
Discontinued operations, net of tax		—		—		249		—		249
Net income (loss)	$	7,571	$	24,632	$	8,375	$	(33,007)	$	7,571

Comprehensive income (loss)	$	23,152	$	37,765	$	10,763	$	(48,528)	$	23,152

	Nine Months Ended September 30, 2014
(In thousands)	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
Net sales	$	355,600	$	233,339	$	99,912	$	(156,485)	$	532,366
Cost of goods sold		318,350		217,082		92,720		(155,143)		473,009
Gross profit		37,250		16,257		7,192		(1,342)		59,357
Operating expenses		29,588		706		146		—		30,440
Income (loss) from operations		7,662		15,551		7,046		(1,342)		28,917
Other income (expense):
Interest income (expense), net		(26,118)		(173)		940		—		(25,351)
Equity in earnings of subsidiaries		19,446		—		—		(19,446)		—
Other income (expense), net		(1,591)		453		(366)		—		(1,504)
Income (loss) before income taxes from continuing operations		(601)		15,831		7,620		(20,788)		2,062
Income tax (benefit) provision		(3,422)		1,068		1,387		—		(967)
Income (loss) from continuing operations		2,821		14,763		6,233		(20,788)		3,029
Discontinued operations, net of tax		—		—		(208)		—		(208)
Net income (loss)	$	2,821	$	14,763	$	6,025	$	(20,788)	$	2,821

Comprehensive income (loss)	$	3,766	$	14,738	$	6,956	$	(21,694)	$	3,766

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, 2015
(In thousands)	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	7,571	$	24,632	$	8,375	$	(33,007)	$	7,571
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		8,302		14,142		2,882		—		25,326
Amortization – deferred financing costs		1,859		—		—		—		1,859
Amortization – other intangible assets		6,048		126		—		—		6,174
Loss on disposal of assets		256		39		(55)		—		240
Deferred income taxes		(5,299)		435		—		—		(4,864)
Non-cash stock-based compensation		2,147		—		—		—		2,147
Equity in earnings of subsidiaries and affiliates		(31,950)		—		—		31,950		—
Change in other operating items		44,418		(52,797)		(36)		1,057		(7,358)
Net cash provided by (used in) operating activities		33,352		(13,423)		11,166		—		31,095

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(7,499)		(7,449)		(931)		—		(15,879)
Proceeds from notes receivable		3,518		(28,217)		(33,901)		58,600		—
Payments on notes receivable		(26,268)		75,191		32,680		(81,603)		—
Other		—		(1,903)		—		—		(1,903)
Net cash provided by (used in) investing activities		(30,249)		37,622		(2,152)		(23,003)		(17,782)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		15,312		64,288		—		(58,600)		21,000
Payments on notes payable		(18,053)		(86,550)		—		81,603		(23,000)
Principal payments on capital leases		—		(1,937)		—		—		(1,937)
Other		3,140		—		(3,164)		—		(24)
Net cash provided by (used in) financing activities		399		(24,199)		(3,164)		23,003		(3,961)
Net increase in cash and cash equivalents		3,502		—		5,850		—		9,352
Cash and cash equivalents, beginning of period		22,710		—		7,063		—		29,773
Cash and cash equivalents, end of period	$	26,212	$	—	$	12,913	$	—	$	39,125

	Nine Months Ended September 30, 2014
(In thousands)	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	2,821	$	14,763	$	6,025	$	(20,788)	$	2,821
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		8,335		13,446		3,126		—		24,907
Amortization – deferred financing costs		1,859		—		—		—		1,859
Amortization – other intangible assets		5,971		126		—		—		6,097
(Gain) loss on disposal of assets		580		62		27		—		669
Deferred income taxes		(2,195)		925		678		—		(592)
Non-cash stock-based compensation		1,831		—		—		—		1,831
Equity in earnings of subsidiaries and affiliates		(20,377)		—		—		20,377		—
Change in other operating items		14,837		(41,354)		(3,212)		411		(29,318)
Net cash provided by (used in) operating activities		13,662		(12,032)		6,644		—		8,274

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(8,350)		(11,977)		(407)		—		(20,734)
Proceeds from notes receivable		36,698		(106,680)		(33,946)		103,928		—
Payment on notes receivable		(34,517)		71,408		32,725		(69,616)		—
Other		(671)		1,235		—		—		564
Net cash provided by (used in) investing activities		(6,840)		(46,014)		(1,628)		34,312		(20,170)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		19,041		94,887		—		(103,928)		10,000
Payments on notes payable		(42,775)		(36,841)		—		69,616		(10,000)
Other		—		—		—		—		—
Net cash provided by (used in) financings activities		(23,734)		58,046		—		(34,312)		—
Net increase (decrease) in cash and cash equivalents		(16,912)		—		5,016		—		(11,896)
Cash and cash equivalents, beginning of period		31,018		—		2,408		—		33,426
Cash and cash equivalents, end of period	$	14,106	$	—	$	7,424	$	—	$	21,530

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Note 11 – Changes in Accumulated Other Comprehensive Income (Loss) by Component

	Defined Benefit Pension		Defined Benefit Post-Retirement		Total
Balance as of June 30, 2014 (In thousands)	$	(20,312)	$	2,073	$	(18,239)
Amounts reclassified from accumulated other comprehensive loss:
Actuarial costs (reclassified to salaries, wages, and benefits)		57		59		116
Prior service costs (reclassified to salaries, wages, and benefits)		11		(9)		2
Foreign currency translation related to pension and postretirement plans		453		1		454
Income Tax Expense		(100)		—		(100)
Other comprehensive income, net of tax		421		51		472
Balance as of September 30, 2014 (In thousands)	$	(19,891)	$	2,124	$	(17,767)

	Defined Benefit Pension		Defined Benefit Post-Retirement		Total
Balance as of December 31, 2013 (In thousands)	$	(20,429)	$	1,717	$	(18,712)
Amounts reclassified from accumulated other comprehensive loss:
Actuarial costs (reclassified to salaries, wages, and benefits)		158		216		374
Prior service costs (reclassified to salaries, wages, and benefits)		33		(27)		6
Foreign currency translation related to pension and postretirement plans		458		218		676
Income Tax Expense		(111)		—		(111)
Other comprehensive income, net of tax		538		407		945
Balance as of September 30, 2014 (In thousands)	$	(19,891)	$	2,124	$	(17,767)

	Defined Benefit Pension		Defined Benefit Post-Retirement		Total
Balance as of June 30, 2015 (In thousands)	$	(38,996)	$	8,198	$	(30,798)
Amounts reclassified from accumulated other comprehensive loss:
Actuarial costs (reclassified to salaries, wages, and benefits)		304		89		393
Prior service costs (reclassified to salaries, wages, and benefits)		11		(236)		(225)
Foreign currency translation related to pension and postretirement plans		797		297		1,094
Remeasurements		—		(1,380)		(1,380)
Income Tax Expense		(227)		(2,914)		(3,141)
Other comprehensive income (loss), net of tax		885		(4,144)		(3,259)
Balance as of September 30, 2015 (In thousands)	$	(38,111)	$	4,054	$	(34,057)

	Defined Benefit Pension		Defined Benefit Post-Retirement		Total
Balance as of December 31, 2014 (In thousands)	$	(40,160)	$	(9,478)	$	(49,638)
Amounts reclassified from accumulated other comprehensive loss:
Actuarial costs (reclassified to salaries, wages, and benefits)		935		284		1,219
Prior service costs (reclassified to salaries, wages, and benefits)		33		(338)		(305)
Foreign currency translation related to pension and postretirement plans		1,502		567		2,069
Remeasurements		—		16,491		16,491
Income Tax Expense		(421)		(3,472)		(3,893)
Other comprehensive income, net of tax		2,049		13,532		15,581
Balance as of September 30, 2015 (In thousands)	$	(38,111)	$	4,054	$	(34,057)

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Note 12 - Subsequent Events

Amendment to Post-Retirement Benefits

Certain of our post-retirement benefit programs were amended as of October 1, 2015 to reflect post-65 health benefits transitioning from a self-insured plan to a Medicare Advantage Plan. The transition to the Medicare Advantage plan will provide comparable benefits while taking advantage of certain government subsidies which help manage the continually rising costs of medical and prescription drug coverage. The resulting re-measurement is estimated to reduce the post-retirement benefit liability by $9.0 million with a corresponding gain reflected in Accumulated Other Comprehensive Income in the fourth quarter of 2015. This re-measurement will take into account the impact of the anticipated future program cost savings and current interest rate environments.

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Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The accompanying unaudited condensed consolidated financial statements are prepared in conformity with U.S. GAAP and such principles are applied on a basis consistent with the information reflected in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations promulgated by the SEC. In the opinion of management, the interim financial information includes all adjustments and accruals, consisting primarily of normal recurring adjustments, which are necessary for a fair presentation of results for the respective interim periods. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2015 or any interim period. Except for the historical information contained herein, this quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those indicated by such forward-looking statements.

Overview

We are a leading North American manufacturer and supplier of commercial vehicle components. Our products include commercial vehicle wheels, wheel-end components and assemblies, and ductile and gray iron castings. We market our products under some of the most recognized brand names in the industry, including Accuride, Gunite, and Brillion. We serve the leading OEMs and their related aftermarket channels in most major segments of the commercial vehicle market, including heavy- and medium-duty trucks, commercial trailers, light trucks, buses, as well as specialty and military vehicles.

Our primary product lines are standard equipment used by many North American heavy- and medium-duty truck OEMs as well as commercial trailer OEMs.

Our diversified customer base includes substantially all of the leading commercial vehicle OEMs, such as Daimler Truck North America, LLC, with its Freightliner and Western Star brand trucks, PACCAR, Inc., with its Peterbilt and Kenworth brand trucks, Navistar, Inc., with its International brand trucks, and Volvo/Mack, with its Volvo and Mack brand trucks. Our primary commercial trailer customers include leading commercial trailer OEMs, such as Great Dane Limited Partnership, Wabash National, Inc., and Utility Trailer Manufacturing Company. Our largest aftermarket customer is Advanced Wheel Sales, LLC. Our major light truck customer is General Motors Corporation. Our product portfolio is supported by strong sales, marketing and design engineering capabilities and is manufactured in eight strategically located, technologically-advanced facilities across the United States, Mexico and Canada.

The heavy- and medium-duty truck and commercial trailer markets, the related aftermarket, and the global industrial, construction, and mining markets are the primary drivers of our sales. The commercial vehicle manufacturing and replacement part markets are, in turn, directly influenced by conditions in the North American truck industry and generally by conditions in other industries which indirectly impact the truck industry, such as the home-building industry, and by overall economic growth and consumer spending. The global industrial, construction, and mining markets are driven by more macro- and global economic conditions, such as coal, oil and gas exploration, demand for mined products that are converted into industrial raw materials such as steel, iron and copper, and global construction trends. Industry forecasts predict modest growth in class 5-8 commercial vehicle production in 2015 compared to 2014 as customers focus on replacing older commercial vehicles. With respect to trailer production, industry experts also expect year-over-year production in 2015 to increase over 2014. Industry experts predict flat to marginal growth in the commercial vehicle aftermarket for 2015, which should continue into 2016. Build rates for the class 5-8 commerical vehicle and trailer segments of the market are expected to begin to moderate in 2016. Our Brillion castings business, which is driven more by global industrial, construction, and mining markets, expects to face continued headwinds from broader economic weakness, particularly in the oil and gas, agriculture and global mining end-markets that it serves for the remainder of 2015 and into 2016.

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Our markets and those of our customers are becoming increasingly competitive as the global and North American economic recoveries remain modest. In the North American commercial vehicle market, OEMs are competing to maintain or increase market share in the face of evolving regulations, increasing customer emphasis on light weight and fuel efficient platforms and an economic recovery that is holding new equipment purchases at or near replacement levels. Shifts in the market share held by each of our OEM customers impact our business to varying degrees depending on whether our products are designated as standard or optional equipment on the various platforms at each OEM. Approximately 70 percent of our wheel business is tied to the OEM market with the remaining 30 percent tied to the aftermarket. Approximately 75 percent of our Gunite business is tied to the North American Aftermarket, with the remaining 25 percent tied to the North American Class 8 OEM segment. We are also continuing to see the impacts of low cost country sourced products in our markets, which has particularly impacted the aftermarket for steel wheels and brake drums. Further, broader economic weaknesses in industrial manufacturing, agriculture, mining, and oil and gas exploration impacted our Brillion business through reduced customer orders beginning in March 2015. We expect that recent substantial reductions in commodity prices will continue to impact demand in Brillion's end markets in 2015 and continue into 2016.

In response to these conditions, we are working to continue to increase our market share and to control costs while positioning our businesses to compete at current demand levels and maintain capacity to meet further recoveries in our markets. We continue to implement lean manufacturing practices across our facilities, which have resulted in significant reductions in working capital. These reductions have freed up cash for other opportunities and priorities. We are also committed and focused on driving these lean practices into our functional/administrative areas. We have completed substantially all of our previously disclosed capital investment projects that have selectively increased our manufacturing capacity on core products, reduced labor and manufacturing costs and improved product quality. Additionally, we have introduced and will continue to develop and roll-out new products and technologies that we believe offer better value to customers. Further, we have been pursuing new business opportunities with both OEM and aftermarket customers and will work towards increasing our market share at OEMs by developing our relationships with large fleets in order to "pull through" our products when fleets order new equipment. We continue to monitor competition from products manufactured in low cost countries and will take steps to combat unfair trade practices, as warranted, such as filing anti-dumping petitions with the United States government.

Certain of our post-retirement benefit programs were re-measured as of May 31, 2015 to reflect adjustments made to the health benefit plan design. The re-measurement resulted in a liability reduction as of September 30, 2015, of $16.5 million and a corresponding gain in Accumulated Other Comprehensive Income. This re-measurement takes into account the impact of the anticipated future program cost savings and current interest rate environments.

We believe that cash from operations, existing cash reserves, and our ABL revolving credit facility will provide adequate funds for our working capital needs, planned capital expenditures and cash interest payments through 2015 and the foreseeable future.

Results of Operations

The following tables set forth certain income statement information for Accuride for the three months ended September 30, 2015 and September 30, 2014:

	Three Months Ended September 30,
(In thousands)	2015		2014
Net sales	$	163,428	$	184,007
Cost of goods sold		145,165		164,095
Gross profit		18,263		19,912
Operating expenses		10,765		9,868
Income from operations		7,498		10,044
Interest expense, net		(8,249)		(8,444)
Other loss, net		(1,142)		(805)
Income tax benefit		(3,671)		(410)
Income from continuing operations		1,778		1,205
Discontinued operations, net of tax		42		(106)
Net Income	$	1,820	$	1,099

Net Sales

	Three Months Ended September 30,
(In thousands)	2015		2014
Wheels	$	101,833	$	106,685
Gunite		43,823		42,357
Brillion		17,772		34,965
Total	$	163,428	$	184,007

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Net sales for the three months ended September 30, 2015, were $163.4 million, which was a decrease of 11.2 percent, compared to net sales of $184.0 million for the three months ended September 30, 2014. Of the total decrease, approximately $16.0 million was attributable to decreased volume demand due within our Brillion segment's end markets, $0.9 million was due to decreased production volume from our Wheels' OEM customers, and $8.2 was related to pricing decreases that reflect a pass-through of fluctuating raw material and commodity costs. The total decrease was partially offset by a $4.5 million increase in demand for our brake drum products.

Net sales for our Wheels segment decreased 4.5 percent during the three months ended September 30, 2015 compared to the same period in 2014 primarily due to decreased production volume from our OEM customers and decreased demand from aftermarket customers. Net sales for our Gunite segment increased 3.5 percent primarily due to increased market share of aftermarket drums partially offset by decreased demand for hub-related assemblies and lower year-over-year pricing primarily related to a pass-through of lower raw material and commodity costs. Our Gunite products have a higher concentration of aftermarket demand, primarily due to the brake drum products that Gunite produces, which are replaced more often than our other products. Our Brillion segment's net sales decreased by 49.2 percent due to lower demand in industrial manufacturing, agriculture, mining, and oil and gas markets stemming from recent substantial reductions in commodity prices.

North American commercial vehicle industry production builds as reported by ACT Publications were as follows:

	For the Three Months Ended September 30,
	2015	2014
Class 8	83,005	79,642
Classes 5-7	60,449	57,781
Trailer	81,538	73,028

While we serve the commercial vehicle aftermarket segment, there is no industry data to compare our aftermarket sales to industry demand from period to period. Approximately 70 percent of our Wheels business is tied to the OEM markets, with the remaining 30 percent tied to the aftermarket. Approximately 75 percent of our Gunite business is tied to the North American Aftermarket, with the remaining 25 percent tied to the North American Class 8 segment. We expect to continue to experience competition from low-cost country sourced products that compete with products produced by our Wheels and Gunite operating segments. We expect softness in Brillion's end markets for the remainder of 2015 and into 2016 given the current outlook in the oil and gas, agriculture and global mining industries and existing commodity pricing.

Cost of Goods Sold

The table below represents the significant components of our cost of goods sold.

	Three Months Ended September 30,
(In thousands)	2015		2014
Raw materials	$	74,030	$	83,451
Depreciation		8,386		8,447
Labor and other overhead		62,749		72,197
Total	$	145,165	$	164,095

Raw materials costs decreased by $9.4 million, or 11.3 percent, during the three months ended September 30, 2015 due to decreased production volume and decreased raw material commodity costs.

Labor and overhead costs decreased by $9.4 million, or 13.1 percent, primarily due to decreased production at our Brillion segment, coupled with continued efficiencies gained through operational lean manufacturing initiatives. The decreased production at our Brillion segment is due to decreased demand within the industrial manufacturing, agriculture, mining, and oil and gas markets that it serves.

Operating Expenses

	Three Months Ended September 30,
(In thousands)	2015		2014
Selling, general, and administrative	$	6,865	$	6,629
Research and development		1,805		1,194
Depreciation and amortization		2,095		2,045
Total	$	10,765	$	9,868

Operating expenses increased by $0.9 million in 2015 compared to the same period in 2014. This increase was related to growth in our sales and marketing area, year-or-year increases in research and development, and the pursuit of strategic growth initiatives.

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Operating Income (Loss)

	Three Months Ended September 30,
(In thousands)	2015		2014
Wheels	$	13,715	$	11,847
Gunite		5,061		4,149
Brillion		(3,650)		1,680
Corporate/Other		(7,628)		(7,632)
Total	$	7,498	$	10,044

Operating income for the Wheels segment was 13.5 percent of its net sales for the three months ended September 30, 2015 compared to 11.1 percent for the three months ended September 30, 2014. This increased operating income is a result of reduced raw material costs and operating efficiencies in excess of reduced sales.

Operating income for the Gunite segment was 11.5 percent of its net sales for the three months ended September 30, 2015 and 9.8 percent for the three months ended September 30, 2014. During the three months ended September 30, 2015, Gunite showed higher contribution on relatively flat sales due mainly to savings created by operational efficiencies in the form of annual continuous improvement initiatives, coupled with decreased raw material commodity costs.

The operating loss for the Brillion segment was 20.5 percent of its net sales for the three months ended September 30, 2015 compared to 4.8 percent of income for same period in 2014 primarily due to volume decreases resulting from weakening oil and gas, agriculture, and global mining related sales in the third quarter of 2015.

The operating loss for the Corporate segment was 4.7 percent of consolidated net sales for the three months ended September 30, 2015 as compared to 4.1 percent for the comparative period in 2014. This increase was related to growth in our sales and marketing area as well as year-over-year increases in research and development.

Interest Expense

Net interest expense decreased by $0.2 million to $8.2 million in the three months ended September 30, 2015 from $8.4 million for the three months ended September 30, 2014 due to net decreased debt from 2014 to 2015.

Income Tax Provision

We recognized an income tax benefit of $3.7 million in the three months ended September 30, 2015, compared to an income tax benefit of $0.4 million for the three months ended September 30, 2014.

Our effective tax rate is 193.9 percent and (51.6) percent for the three months ended September 30, 2015 and 2014, respectively. The effective tax rate for the quarter is impacted by the relative impact of discrete items, which are accounted for as they occur, as well as the recognition of a full valuation against deferred tax assets for our U.S. operations, and the exception provided in ASC740, Accounting for Income Taxes, which is discussed below.

Income tax expense or benefit from continuing operations is generally determined without regard to other categories of earnings, such as discontinued operations and Other Comprehensive Income ("OCI"). An exception is provided in ASC 740, when there is aggregate income from categories other than continuing operations and a loss from continuing operations in the current year. In this case, the tax benefit allocated to continuing operations is the amount by which the loss from continuing operations reduces the tax expenses recorded with respect to the other categories of earnings, even when a valuation allowance has been established against the deferred tax assets. In instances where a valuation allowance is established against current year losses, income from other sources, including unrealized gains from pension and post-retirement benefits recorded as a component of OCI, is considered when determining whether sufficient future taxable income exists to realize the deferred tax assets. As a result, for the nine months ended September 30, 2015 we recognized a U.S. tax expense of $3.3 million in OCI related to the unrealized gains on pension and post-retirement benefits, and recognized a corresponding U.S. tax benefit of $3.3 million in our results from continuing operations, before discrete items.

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Comparison of Financial Results for the Nine Months Ended June 30, 2015 and 2014

The following tables set forth certain income statement information for Accuride for the nine months ended September 30, 2015 and September 30, 2014:

	Nine Months Ended September 30,
(In thousands)	2015		2014
Net sales	$	532,467	$	532,366
Cost of goods sold		467,367		473,009
Gross profit		65,100		59,357
Operating expenses		34,090		30,440
Income from operations		31,010		28,917
Interest expense, net		(24,953)		(25,351)
Other loss, net		(2,398)		(1,504)
Income tax expense (benefit)		(3,663)		(967)
Income from continuing operations		7,322		3,029
Discontinued operations, net of tax		249		(208)
Net Income	$	7,571	$	2,821

Net Sales

	Nine Months Ended September 30,
(In thousands)	2015		2014
Wheels	$	324,525	$	300,058
Gunite		128,569		134,634
Brillion		79,373		97,674
Total	$	532,467	$	532,366

Net sales for the nine months ended September 30, 2015, of $532.5 million were flat year over year when compared to net sales of $532.4 million for the nine months ended September 30, 2014. The $0.1 million increase in total sales was the result of a $10.4 million increase in volume demand due to increased production levels in the commercial vehicle market and its aftermarket segments in North America partially offset by $10.3 million in pricing decreases, which primarily represented a pass-through of fluctuating raw material and commodity costs.

Net sales for our Wheels segment increased 8.2 percent during the nine months ended September 30, 2015 compared to the same period in 2014 primarily due to increased production volume from our OEM customers and increased demand from aftermarket customers. Net sales for our Gunite segment decreased 4.5 percent primarily due to decreased OEM demand for hub-related assemblies, as well as lower year-over-year pricing for aftermarket drums. Our Gunite products have a higher concentration of aftermarket demand, primarily due to the brake drum products that Gunite produces, which are replaced more often than our other products. Our Brillion segment's net sales decreased by 18.7 percent due to a lower demand in the industrial manufacturing, agriculture, mining, and oil and gas markets.

North American commercial vehicle industry production builds as reported by ACT Publications were as follows:

	For the Nine Months Ended September 30,
	2015	2014
Class 8	250,902	220,287
Classes 5-7	176,829	168,130
Trailer	235,166	200,491

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Cost of Goods Sold

The table below represents the significant components of our cost of goods sold.

	Nine Months Ended September 30,
(In thousands)	2015		2014
Raw materials	$	237,058	$	236,272
Depreciation		25,285		24,858
Labor and other overhead		205,024		211,879
Total	$	467,367	$	473,009

Raw materials costs increased by $0.8 million, or 0.3 percent, during the nine months ended September 30, 2015 due mainly to increased production volumes.

Depreciation increased by $0.4 million, or 1.7 percent during the nine months ended September 30, 2015 primarily due to the age of fixed assets in relation to the amount of new capital spending.

Labor and overhead costs decreased by $6.9 million, or 3.2 percent, due mainly to decreased production at our Brillion segment, coupled with continued efficiencies gained through operational lean manufacturing initiatives. The decreased production at our Brillion segment is due to decreased demand within the industrial manufacturing, agriculture, mining, and oil and gas markets that it serves.

Operating Expenses

	Nine Months Ended September 30,
(In thousands)	2015		2014
Selling, general, and administrative	$	22,892	$	20,303
Research and development		5,014		4,022
Depreciation and amortization		6,184		6,115
Total	$	34,090	$	30,440

Operating expenses increased by $3.7 million in 2015 compared to the same period in 2014. This increase was related to growth in our sales and marketing area, year-over-year increases in research and development, and the pursuit of strategic growth initiatives.

Operating Income (Loss)

	Nine Months Ended September 30,
(In thousands)	2015		2014
Wheels	$	44,372	$	33,446
Gunite		15,140		14,670
Brillion		(2,924)		3,444
Corporate/Other		(25,578)		(22,643)
Total	$	31,010	$	28,917

Operating income for the Wheels segment was 13.7 percent of its net sales for the nine months ended September 30, 2015 compared to 11.1 percent for the nine months ended September 30, 2014. The increased operating income is a result of decreased raw material costs, and the contribution to earnings from higher revenue in the current period compared to the same period in the prior year.

Operating income for the Gunite segment was 11.8 percent of its net sales for the nine months ended September 30, 2015 and 10.9 percent for the nine months ended September 30, 2014. During the nine months ended September 30, 2015, Gunite showed higher contribution on decreased sales due mainly to savings created by operational efficiencies and decreased raw material commodity costs.

Operating loss for the Brillion segment was 3.7 percent of its net sales for the nine months ended September 30, 2015 compared to 3.5 percent for same period in 2014 primarily due to volume decreases resulting from weakening agriculture, mining and oil and gas related sales in the second and third quarters of 2015.

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The operating losses for the Corporate segment were 4.8 percent of consolidated net sales for the nine months ended September 30, 2015 as compared to 4.3 percent for the comparative period in 2014. This increase was related to growth in our sales and marketing area, year-over-year increases in research and development, and the pursuit of strategic growth initiatives.

Interest Expense

Net interest expense decreased by $0.4 million to $25.0 million for the nine months ended September 30, 2015 from $25.4 million for the nine months ended September 30, 2014 due to decreased debt from 2014 to 2015.

Income Tax Provision

We recognized income tax benefit of $3.7 million in the nine months ended September 30, 2015, compared to an income tax benefit of $1.0 million for the nine months ended September 30, 2014.

Our effective tax rate is (100.1) percent and (46.9) percent for the nine months ended September 30, 2015 and 2014, respectively. The effective tax rate for the quarter is impacted by the relative impact of discrete items, which are accounted for as they occur, as well as the recognition of a full valuation against deferred tax assets for our U.S. operations, and the exception provided in ASC740, Accounting for Income Taxes, which is discussed below.

Changes in Financial Condition

As of September 30, 2015, we had total assets of $592.3 million, compared to total assets of $598.4 million at December 31, 2014. The $6.2 million, or 1.0%, decrease in total assets primarily resulted from changes in our long term assets.

We use working capital and cash flow measures to evaluate the performance of our operations and our ability to meet our financial obligations. We define working capital as current assets (excluding cash) less current liabilities. We require working capital investment to maintain our position as a leading manufacturer and supplier of commercial vehicle components. We continue to strive to align our working capital investment with our customers' purchase requirements and our production schedules.

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The following table summarizes the major components of our working capital as of the periods listed below:

(In thousands)	September 30, 2015		December 31, 2014
Accounts receivable	$	63,735	$	63,570
Inventories		36,695		43,065
Deferred income taxes (current)		2,687		2,687
Other current assets		8,504		10,785
Accounts payable		(59,892)		(56,452)
Accrued payroll and compensation		(8,032)		(10,620)
Accrued interest payable		(5,073)		(12,428)
Accrued workers compensation		(2,879)		(3,137)
Other current liabilities		(15,726)		(14,434)
Working capital	$	20,019	$	23,036

Significant changes in working capital included:

•

a decrease in inventory of $6.4 million due to lean manufacturing initiatives;

•

a decrease in other current assets of $2.3 million due to reclassification of deposits to long-term assets;

•

an increase in accounts payable of $3.4 million primarily due to timing of purchases leading into the end of the respective periods;

•

a decrease in accrued payroll and compensation of $2.6 million primarily due to the reduction of bonus accruals; and

•

a decrease in interest payable of $7.4 million primarily due to the semi-annual interest payment in August 2015.

Capital Resources and Liquidity

Our primary sources of liquidity during the nine months ended September 30, 2015 were cash from operations and cash reserves. We believe that cash from operations, existing cash reserves, and our ABL facility will provide adequate funds for our working capital needs, planned capital expenditures and cash interest payments through 2015 and the foreseeable future.

As of September 30, 2015, we had $39.1 million of cash plus $42.1 million in availability under our ABL Facility for a total liquidity of $81.2 million. As of December 31, 2014, we had $29.8 million in cash plus $40.5 million in availability under our ABL credit facility for total liquidity of $70.3 million.

Our ability to fund working capital needs, planned capital expenditures, scheduled semi-annual interest payments, and to comply with any financial covenants under our ABL Facility depends on our future operating performance and cash flow, which in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control.

Operating Activities

Net cash provided by operating activities during the nine months ended September 30, 2015 amounted to $31.1 million compared to $8.3 million for the period ended September 30, 2014. The cash provided by operating activities in the first nine months of 2015 was a result of our positive net income without an increased demand in working capital.

Investing Activities

Net cash used in investing activities totaled $17.8 million for the nine months ended September 30, 2015 compared to a use of $20.2 million for the period ended September 30, 2014. Our most significant cash outlays for investing activities are the purchases of property, plant and equipment. In this category, the Company spent $15.9 million during the nine months ended September 30, 2015, compared to $20.7 million during the nine months ended September 30, 2014. Capital expenditures for 2015 are currently expected to be approximately $25 million to $28 million, which we expect to fund through existing cash from operations, cash reserves, or from our ABL facility.

Financing Activities

Net cash used in financing activities for the nine months ended September 30, 2015 was $4.0 million compared to $0.0 million for the nine months ended September 30, 2014. The increase in cash used resulted primarily from payments made and draws on our ABL facility during 2015 compared to 2014.

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Bank Borrowing

The ABL Facility

The ABL Facility is a senior secured asset based credit facility in an aggregate principal amount of up to $100.0 million, consisting of a $90.0 million revolving credit facility and a $10.0 million first-in last-out term facility, with the right, subject to certain conditions, to increase the availability under the facility by up to $50.0 million in the aggregate. The ABL Facility currently matures on the earlier of (i) July 11, 2018 and (ii) 90 days prior to the maturity date of the Company's 9.5% first priority senior security notes due August 1, 2018, but may be extended under certain circumstances pursuant to the terms of the ABL Facility.

The ABL Facility provides for loans and letters of credit in an amount up to the aggregate availability under the facility, subject to meeting certain borrowing base conditions, with sub-limits of up to $10.0 million for swingline loans and $20.0 million for letters of credit. Borrowings under the ABL Facility bear interest through maturity at a variable rate based upon, at our option, either LIBOR or the base rate (which is the greatest of one-half of one percent in excess of the federal funds rate, 1.00% in excess of the one-month LIBOR rate and the Agent's prime rate), plus, in each case, an applicable margin. The applicable margin for loans under the first-in last-out term facility that are (i) LIBOR loans ranges, based on the our average excess availability, from 2.75% to 3.25% per annum and (ii) base rate loans ranges, based on our average excess availability, from 1.00% to 1.50%. The applicable margin for other advances under the ABL Facility that are (i) LIBOR loans ranges, based on our average excess availability, from 1.75% to 2.25% and (ii) base rate loans ranges, based on our average excess availability, from 0.00% to 0.50%.

The obligations under the ABL Facility are secured by (i) first-priority liens on substantially all of the Company's accounts receivable and inventories, subject to certain exceptions and permitted liens (the "ABL Priority Collateral") and (ii) second-priority liens on substantially all of the Company's owned real property and tangible and intangible assets other than the ABL Priority Collateral, including all of the outstanding capital stock of our domestic subsidiaries, subject to certain exceptions and permitted liens (the "Notes Priority Collateral").

Senior Secured Notes

On July 29, 2010, we issued $310.0 million aggregate principal amount of senior secured notes. Under the terms of the indenture governing the senior secured notes, the senior secured notes bear interest at a rate of 9.5% per year, paid semi-annually in February and August, and mature on August 1, 2018. Prior to maturity we may redeem the senior secured notes on the terms set forth in the indenture governing the senior secured notes. The senior secured notes are guaranteed by the Guarantors, and the senior secured notes and the related guarantees are secured by first priority liens on the Notes Priority Collateral and second priority liens on the ABL Priority Collateral. On February 15, 2011, we completed an exchange offer pursuant to which all our outstanding senior secured notes were exchanged for registered securities with identical terms (other than terms related to registration rights) to the senior secured notes issued July 29, 2010.

Restrictive Debt Covenants.

However, we continue to operate in a challenging commercial environment and our ability to maintain liquidity and comply with our debt covenants may be affected by changes in economic or other conditions that are beyond our control and which are difficult to predict.

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Off-Balance Sheet Arrangements.

We do not currently have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. From time to time we may enter into operating leases, letters of credit, or take-or-pay obligations related to the purchase of raw materials that would not be reflected in our balance sheet.

Critical Accounting Policies and Estimates.

We have made a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. We included in our Form 10-K for the year ended December 31, 2014 a discussion of our most critical accounting policies, which are those that have a material impact on our financial condition or operating performance and require management's most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Cautionary Statements Regarding Forward-Looking Statements

In this report, we have made various statements regarding current expectations or forecasts of future events, which speak only as of the date the statements, are made. These statements are "forward-looking statements" within the meaning of that term in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are also made from time-to-time in press releases and in oral statements made by the officers of Accuride. Forward-looking statements are identified by the words "estimate," "project," "anticipate," "will continue," "will likely result," "expect," "intend," "believe," "plan," "predict" and similar expressions. Forward looking statements also include, but are not limited to, statements regarding the commercial vehicle market, projections of revenue, income, loss, or working capital, capital expenditure levels, ability to mitigate rising raw material costs through increases in selling prices, plans for future operations, financing needs, the ultimate outcome and impact of any litigation involving Accuride, the sufficiency of our capital resources and plans and assumptions relating to the foregoing.

Such forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect. Therefore, undue reliance should not be placed upon these estimates and statements. We cannot assure that any of these statements, estimates, or beliefs will be realized and actual results may differ from those contemplated in these "forward-looking statements." We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise. You are advised to consult further disclosures we may make on related subjects in our filings with the SEC. In addition to other factors discussed in this report, some of the important factors that could cause actual results to differ materially from those discussed in the forward-looking statements include, without limitation, the following:

•	a reversal of recent improvements in, or less robust than anticipated commercial vehicle industry recovery in 2015 and 2016 could have a material adverse effect on our business;

•	further demand reductions in the global oil and gas, industrial, mining, and agricultural industries in 2015 and 2016 could have a material adverse effect on our business;

•	the loss of a major customer could have a material adverse effect on our business;

•	competition from products sourced in low cost countries could have an adverse effect on our business;

•	the demands of original equipment manufacturers for price reductions may adversely affect profitability;

•	we use a substantial amount of raw steel, aluminum, cast scrap, and foundry steel and are vulnerable to industry shortages, significant price increases, and surcharges, some of which we may not be able to pass through to our customers;

•

our credit documents contain significant financial and operating covenants that may limit the discretion of management with respect to certain business matters. We must also meet certain financial ratios and tests as described above. Failure to comply with the obligations contained in the debt agreements could result in an event of default, and possibly the acceleration of the related debt and the acceleration of debt under other instruments evidencing debt that may contain cross-acceleration or cross-default provisions;

•	a labor strike may disrupt our supply of products to our customer base;

•	we may encounter increased competition in the future from existing competitors or new competitors;

•	our significant indebtedness may have important consequences, including, but not limited to, impairment of our ability to obtain additional financing, reduction of funds available for operations and business opportunities or limitations on our ability to dispose of assets;

•	significant volatility in the foreign currency markets could have an adverse effect on us;

•	our ability to service our indebtedness is dependent upon operating cash flow;

•	an interruption of performance of our machinery and equipment could have an adverse effect on us;

•	an interruption in supply of metals could reduce our ability to obtain favorable sourcing of such raw materials;

•	any product quality issue or an adverse judgment in legal proceedings could have an adverse effect on our business;

•	we may be subject to liability under certain environmental laws and the cost of compliance with these regulations could have a material adverse effect on our financial condition and may adversely affect our ability to sell or rent such property or to borrow using such property as collateral; and

•	our success depends largely upon the abilities and experience of certain key management personnel and the loss of the services of one or more of these key personnel could have a negative impact on our business.

For further information, refer to the business description and additional risk factors sections included in our Form 10-K for the year ended December 31, 2014, as filed with the SEC.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

In the normal course of doing business, we are exposed to risks associated with changes in foreign exchange rates, raw material/commodity prices, and interest rates. We use derivative instruments to manage these exposures. The objectives for holding derivatives are to minimize the risks using the most effective methods to eliminate or reduce the impacts of these exposures.

Foreign Currency Risk

Certain forecasted transactions, assets, and liabilities are exposed to foreign currency risk. We monitor our foreign currency exposures to maximize the overall effectiveness of our foreign currency derivatives. The principal currencies of exposure are the Canadian Dollar and Mexican Peso. From time to time, we use foreign currency financial instruments to offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities. At September 30, 2015, there were open foreign exchange contracts of $4.2 million. The counterparty to the foreign exchange contracts is a financial institution with an investment grade credit rating. The use of forward contracts protects our cash flows against unfavorable movements in exchange rates, to the extent of the amount under contract.

Foreign currency derivative contracts provide only limited protection against currency risks. Factors that could impact the effectiveness of our currency risk management programs include accuracy of sales estimates, volatility of currency markets and the cost and availability of derivative instruments.

Raw Material/Commodity Price Risk

We rely upon the supply of certain raw materials and commodities in our production processes, and we have entered into firm purchase commitments for certain metals and natural gas. Additionally, from time to time, we use commodity price swaps and futures contracts to manage the variability in certain commodity prices on our operations and cash flows. At September 30, 2015 we had no open commodity price swaps or futures contracts.

Interest Rate Risk

We use long-term debt as a primary source of capital. The following table presents the principal cash repayments and related weighted average interest rates by maturity date for our long-term fixed-rate debt and other types of long-term debt at September 30, 2015:

(Dollars in thousands)	2015		2016		2017		2018		2019		Thereafter		Total		Fair Value
Long-term Debt:
Fixed Rate		—		—		—	$	310,000		—		—	$	310,000	$	316,975
Average Rate		—		—		—		9.5%		—		—		9.5%
Variable Rate		—		—		—	$	15,000		—		—	$	15,000	$	15,000
Average Rate		—		—		—		2.7%		—		—		2.7%

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Item 4.

Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of the Company's management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes to our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting during our most recent quarter.

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PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Neither Accuride nor any of our subsidiaries is a party to any legal proceeding which, in the opinion of management, would have a material adverse effect on our business or financial condition. However, we from time-to-time are involved in ordinary routine litigation incidental to our business, including actions related to premises liability, product liability, contractual liability, intellectual property, workplace safety and environmental claims. We establish reserves for matters in which losses are probable and can be reasonably estimated. While we believe that we have established adequate accruals for our expected future liability with respect to our pending legal actions and proceedings, we cannot assure you that our liability with respect to any such action or proceeding would not exceed our established accruals. Further, we cannot assure that litigation having a material adverse effect on our financial condition will not arise in the future.

Item 6.

Exhibits

Exhibit No.		Description

2.1	—	Agreement and Plan of Merger, dated as of December 24, 2004, by and among Accuride Corporation, Amber Acquisition Corp., Transportation Technologies Industries, Inc., certain signing stockholders and the Company Stockholders Representatives. Previously filed as an exhibit to the Form 8-K filed on December 30, 2004 and incorporated herein by reference.
2.2	—	Amendment to Agreement and Plan of Merger, dated as of January 28, 2005, by and among Accuride Corporation, Amber Acquisition Corp., Transportation Technologies Industries, Inc. certain signing stockholders and the Company Stockholders Representatives. Previously filed as an exhibit to the Form 8-K filed on February 4, 2005 and incorporated herein by reference.
2.3	—	Third Amended Joint Plan of Reorganization for Accuride Corporation, et al. Previously filed as an exhibit to the Form 8-K filed on February 22, 2010, and incorporated herein by reference.
2.4	—	Confirmation Order for Third Amended Plan of Reorganization. Previously filed as an exhibit to the Form 8-K filed on February 22, 2010, and incorporated herein by reference.
2.5	—	Stock Purchase Agreement by and among Accuride Corporation, Truck Components, Inc., Fabco Automotive Corporation and Fabco Holdings Inc., dated September 26, 2011. Previously filed as an exhibit to the Form 8-K filed on September 30, 2011, and incorporated herein by reference.
3.1	—	Amended and Restated Certificate of Incorporation of Accuride Corporation. Previously filed as an exhibit to the Form 8-K (Acc. No. 0001104659-10-012168) filed on March 4, 2010, and incorporated herein by reference.
3.2	—	Certificate of Amendment to the Amended and Restated Certificate of Incorporation. Previously filed as an exhibit to the Form 8-K (ACC No. 0001104659-10-059191) filed on November 18, 2010, and incorporated herein by reference.
3.3	—	Amended and Restated Bylaws of Accuride Corporation. Previously filed as an exhibit to the Form 8-K (Acc. No. 0001104659-10-004054) filed on February 1, 2011, and incorporated herein by reference.
4.1	—	Registration Rights Agreement, dated February 26, 2010, by and between Accuride Corporation and each of the Holders party thereto. Previously filed as an exhibit to the Form 8-K (Acc. No. 0001104659-10-012168) filed on March 4, 2010 and incorporated herein by reference.
4.2	—	Indenture, dated as of July 29, 2010, by and among Accuride Corporation, the guarantors named therein, Wilmington Trust FSB, as trustee and Deutsche Bank Trust Company Americas, with respect to 9.5% First Priority Senior Secured Notes due 2018. Previously filed as an exhibit to the Form 8-K filed on August 2, 2010 (Acc. No. 0001104659-10-012168) and incorporated herein by reference.
4.3	—	Form of 9.5% First Priority Senior Secured Notes due 2018. Previously filed as an exhibit to Form 8-K filed on August 2, 2010 and incorporated herein by reference.
4.4	—	Intercreditor Agreement, dated as of July 29, 2010, among Deutsche Bank Trust Company Americas, as initial ABL Agent, and Deutsche Bank Trust Company Americas, as Senior Secured Notes Collateral Agent. Previously filed as an exhibit to the Form 8-K filed on August 2, 2010 (Acc. No. 0001104659-10-012168) and incorporated herein by reference.
4.5	—	Joinder and Amendment to Intercreditor Agreement, dated July 11, 2013, by and among Wells Fargo, National Association, a national banking association, as the New ABL Agent and Deutsche Bank Trust Company Americas, as Senior Secured Notes Collateral Agent. Previously filed as an exhibit to the Form 8-K filed on July 12, 2013 and incorporated herein by reference.

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31.1†	—	Section 302 Certification of Richard F. Dauch in connection with the Quarterly Report on Form 10-Q on Accuride Corporation for the period ended September 30,2015.
31.2†	—	Section 302 Certification of Gregory A. Risch in connection with the Quarterly Report on Form 10-Q of Accuride Corporation for the period ended September 30, 2015.
32.1††	—	Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
101.INS†	—	XBRL Instance Document
101.SCH†	—	XBRL Taxonomy Extension Schema Document
101.CAL†	—	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB†	—	XBRL Taxonomy Extension Label Linkbase Document
101.PRE†	—	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF†	—	XBRL Taxonomy Extension Definition Linkbase Document

†	Filed herewith
††	Furnished herewith
*	Management contract or compensatory agreement

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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.

ACCURIDE CORPORATION

/s/ RICHARD F. DAUCH		Dated: November 2, 2015
Richard F. Dauch
President and Chief Executive Officer
(Principal Executive Officer)

/s/ GREGORY A. RISCH		Dated: November 2, 2015
Gregory A. Risch
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

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PART I – FINANCIAL INFORMATION		Page
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Income	4
	Condensed Consolidated Statements 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	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	33
Item 6.	Exhibits	33
Signatures		35