Accuride (ACUZW) 10-Q 2014 Q3 Quarterly report

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, 2014.

OR

 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 30, 2014, 47,718,818 shares of Accuride Corporation common stock, par value $.01 per share, were outstanding.

ACCURIDE CORPORATION

Table of Contents

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 (Loss)	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	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 6.	Exhibits	31
Signatures		33

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, 2014			December 31, 2013
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	21,530		$	33,426
Customer receivables, net of allowance for doubtful accounts of $312 and $259 in 2014 and 2013, respectively		73,655			51,382
Other receivables		9,281			8,138
Inventories		45,826			39,329
Deferred income taxes		3,669			3,806
Prepaid expenses and other current assets		11,043			11,894
Assets held for sale		—			1,293
Total current assets		165,004			149,268
PROPERTY, PLANT AND EQUIPMENT, net		214,116			219,624
OTHER ASSETS:
Goodwill		100,697			100,697
Other intangible assets, net		120,004			125,430
Deferred financing costs, net of accumulated amortization of $4,719 and $3,649 in 2014 and 2013, respectively		5,370			6,440
Deferred income taxes		84			503
Pension asset		14,763			8,493
Other		1,848			1,322
TOTAL	$	621,886		$	611,777
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	66,527		$	47,527
Accrued payroll and compensation		11,405			8,763
Accrued interest payable		5,133			12,535
Accrued workers compensation		3,456			4,373
Accrued and other liabilities		15,427			16,801
Total current liabilities		101,948			89,999
LONG-TERM DEBT		330,972			330,183
DEFERRED INCOME TAXES		17,066			17,528
NON-CURRENT INCOME TAXES PAYABLE		6,816			8,367
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY		71,806			70,584
PENSION BENEFIT PLAN LIABILITY		16,392			20,687
OTHER LIABILITIES		9,709			12,545
COMMITMENTS AND CONTINGENCIES (Note 7)		—			—
STOCKHOLDERS' EQUITY:
Preferred Stock, $0.01 par value; 10,000,000 shares authorized		—			—
Common Stock, $0.01 par value; 80,000,000 shares authorized, 47,718,818 and 47,515,155 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively, and additional paid-in-capital		442,006			440,479
Accumulated other comprehensive loss		(17,767	)		(18,712	)
Accumulated deficiency		(357,062	)		(359,883	)
Total stockholders' equity		67,177			61,884
TOTAL	$	621,886		$	611,777

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)	2014			2013			2014			2013
NET SALES	$	184,007		$	155,264		$	532,366		$	498,192
COST OF GOODS SOLD		164,095			144,994			473,009			462,938
GROSS PROFIT		19,912			10,270			59,357			35,254
OPERATING EXPENSES:
Selling, general and administrative		9,868			10,995			30,440			34,817
INCOME (LOSS) FROM OPERATIONS		10,044			(725	)		28,917			437
OTHER INCOME (EXPENSE):
Interest expense, net		(8,444	)		(8,711	)		(25,351	)		(26,562	)
Other income (loss), net		(805	)		546			(1,504	)		250
INCOME (LOSS) BEFORE INCOME TAXES FROM CONTINUING OPERATIONS		795			(8,890	)		2,062			(25,875	)
INCOME TAX (BENEFIT) PROVISION		(410	)		(495	)		(967	)		2,378
INCOME (LOSS) FROM CONTINUING OPERATIONS		1,205			(8,395	)		3,029			(28,253	)
DISCONTINUED OPERATIONS, NET OF TAX		(106	)		(10,220	)		(208	)		(11,671	)
NET INCOME (LOSS)	$	1,099		$	(18,615	)	$	2,821		$	(39,924	)
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Defined benefit plans		472			1,433			945			2,181
COMPREHENSIVE INCOME (LOSS)	$	1,571		$	(17,182	)	$	3,766		$	(37,743	)
Weighted average common shares outstanding—basic		47,749			47,588			47,694			47,535
Basic income (loss) per share-continuing operations		0.02			(0.18	)		0.06			(0.59	)
Basic loss per share-discontinued operations		—			(0.21	)		—			(0.25	)
Basic income (loss) per share	$	0.02		$	(0.39	)	$	0.06		$	(0.84	)
Weighted average common shares outstanding—diluted		49,042			47,588			48,531			47,535
Diluted income (loss) per share-continuing operations		0.02			(0.18	)		0.06			(0.59	)
Diluted loss per share-discontinued operations		—			(0.21	)		—			(0.25	)
Diluted income (loss) per share	$	0.02		$	(0.39	)	$	0.06		$	(0.84	)

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, 2013	$	439,421	$	(51,086	)	$	(342,879	)	$	45,456
Net loss		—		—			(18,615	)		(18,615	)
Share-based compensation expense		597		—			—			597
Tax impact of forfeited vested shares		—		—			—			—
Other comprehensive income		—		1,433			—			1,433
BALANCE—September 30, 2013	$	440,018	$	(49,653	)	$	(361,494	)	$	28,871
BALANCE—July 1, 2014	$	441,384	$	(18,239	)	$	(358,161	)	$	64,984
Net income		—		—			1,099			1,099
Share-based compensation expense		622		—			—			622
Tax impact of forfeited vested shares		—		—			—			—
Other comprehensive income		—		472			—			472
BALANCE—September 30, 2014	$	442,006	$	(17,767	)	$	(357,062	)	$	67,177

(In thousands)	Common Stock and Additional Paid-in- Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficiency			Total Stockholders' Equity
BALANCE— January 1, 2013	$	438,277		$	(51,834	)	$	(321,570	)	$	64,873
Net loss		—			—			(39,924	)		(39,924	)
Share-based compensation expense		1,950			—			—			1,950
Tax impact of forfeited vested shares		(209	)		—			—			(209	)
Other comprehensive income		—			2,181			—			2,181
BALANCE—September 30, 2013	$	440,018		$	(49,653	)	$	(361,494	)	$	28,871
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		—			945			—			945
BALANCE—September 30, 2014	$	442,006		$	(17,767	)	$	(357,062	)	$	67,177

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)	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	2,821		$	(39,924	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation of property, plant and equipment		24,907			26,822
Amortization – deferred financing costs and debt discount		1,859			2,064
Amortization – other intangible assets		6,097			6,717
Loss related to discontinued operations		—			11,985
Gain related to discontinued operations		—			(2,000	)
Loss on disposal of assets		669			677
(Benefit from) Provision for deferred income taxes		(592	)		278
Non-cash share-based compensation		1,831			1,950
Changes in certain assets and liabilities:
Receivables		(23,416	)		(17,443	)
Inventories		(6,497	)		1,677
Prepaid expenses and other assets		(4,999	)		(4,023	)
Accounts payable		19,723			10,712
Accrued and other liabilities		(14,129	)		(24,603	)
Net cash provided by (used in) operating activities		8,274			(25,111	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(20,734	)		(32,258	)
Proceeds from sale leaseback transactions		—			14,944
Proceeds from sale of property, plant, and equipment		1,235			30,000
Purchase of intangible asset		(671	)		—
Net cash (used in) provided by in investing activities		(20,170	)		12,686
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolver		10,000			25,000
Payments on revolver		(10,000	)		(10,000	)
Debt issuance costs		—			(1,333	)
Net cash provided by financing activities		—			13,667
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(11,896	)		1,242
CASH AND CASH EQUIVALENTS—Beginning of period		33,426			26,751
CASH AND CASH EQUIVALENTS—End of period	$	21,530		$	27,993
Supplemental cash flow information:
Cash paid for interest	$	30,815		$	31,497
Cash paid for income taxes		1,274			2,000
Non-cash transactions:
Purchases of property, plant and equipment in accounts payable	$	2,504		$	3,059

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, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014.  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, 2013.

On August 1, 2013, the Company announced the sale of substantially all of the assets, liabilities and business of its Imperial Group business to Wynnchurch Capital, Ltd. in partnership with Imperial Manufacturing, Inc. for $30.0 million, plus a contingent earn-out opportunity of up to $2.25 million. The sale resulted in the recognition of a $12.0 million loss, including a $2.5 million impairment charge, on our consolidated statement of operations for the year ended December 31, 2013, which has been classified as Discontinued Operations.   See Note 2 for further discussion.

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)	2014			2013			2014			2013
Numerator:
Net income (loss) from continuing operations	$	1,205		$	(8,395	)	$	3,029		$	(28,253	)
Net loss from discontinued operations		(106	)		(10,220	)		(208	)		(11,671	)
Net income (loss)	$	1,099		$	(18,615	)	$	2,821		$	(39,924	)
Denominator:
Weighted average shares outstanding – Basic		47,749			47,588			47,694			47,535
Weighted average shares outstanding – Diluted		49,042			47,588			48,531			47,535
Basic income (loss) per common share
From continuing operations	$	0.02		$	(0.18	)	$	0.06		$	(0.59	)
From discontinued operations		—			(0.21	)		—			(0.25	)
Basic income (loss) per common share	$	0.02		$	(0.39	)	$	0.06		$	(0.84	)
Diluted income (loss) per common share
From continuing operations	$	0.02		$	(0.18	)	$	0.06		$	(0.59	)
From discontinued operations		—			(0.21	)		—			(0.25	)
Diluted income (loss) per common share	$	0.02		$	(0.39	)	$	0.06		$	(0.84	)

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.  As of September 30, 2013, there were options exercisable for 167,334 shares that were not included in the computation of diluted earnings per share because the effect would be anti-dilutive.

Share-Based Compensation –Compensation expense for share-based compensation programs recognized as a component of operating expenses was $1.8 million and $2.0 million for the nine months ended September 30, 2014 and September 30, 2013, respectively. Compensation expense for share-based compensation programs recognized as a component of operating expense was $0.6 million and $0.6 million for the three months ended September 30, 2014 and September 30, 2013, respectively.

As of September 30, 2014, there was approximately $2.8 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 1.4 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 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 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.

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Sale Leaseback transactions –We have accounted for sale-leaseback transactions in accordance with Accounting Standards Codification ("ASC") 840-40, Sale-Leaseback Transactions.  The Company entered into two sale-leaseback transactions, which were classified as operating leases, during the first quarter of 2013, and as a result had net cash inflow of $14.9 million.  As part of the sale-leaseback transactions, the Company recognized a loss on the aluminum wheel equipment of $0.9 million that was recognized during the three months ended March 31, 2013.

Recent Accounting Adoptions – In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date.  The objective of the amendments in this update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, except for those obligations addressed within existing guidance in U.S. GAAP.  The amendment requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and an additional amount the reporting entity expects to pay on behalf of its co-obligors.  The entity is required to disclose the nature and amount of the obligation as well as other information about those obligations.  The Company adopted this ASU as of January 1, 2014.  This adoption did not have an effect on our financial statements.

On July 18, 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.  Topic 740 does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists.  The objective of the amendments in this update is to eliminate that diversity in practice.  The Company adopted this ASU as of January 1, 2014.  This adoption did not have an effect on our financial statements.

Recent Accounting Pronouncements – On April 10, 2014, the FASB issued 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 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.

Note 2 – Discontinued Operations

On August 1, 2013, the Company announced that it completed the sale of substantially all of the assets of its Imperial Group ("Imperial") business to Imperial Group Manufacturing, Inc., a new company formed and capitalized by Wynnchurch Capital for total cash consideration of $30.0 million at closing, plus a contingent earn-out opportunity of up to $2.25 million.  The sale resulted in recognition of a $12.0 million loss for the year ended December 31, 2013, which was classified as discontinued operations.

Pursuant to the provisions of the purchase agreement, subject to certain limited exceptions, the purchaser purchased from Imperial all equipment, inventories, accounts receivable, deposits, prepaid expenses, intellectual property, contracts, real property interests, transferable permits and other intangibles related to the business and assumed Imperial's trade and vendor accounts payable and performance obligations under those contracts included in the purchased assets.  The real property interests acquired by the purchaser include ownership of three plants located in Decatur, Texas, Dublin, Virginia and Chehalis, Washington and a leasehold interest in a plant located in Denton, Texas.  Imperial retained ownership of its real property located in Portland, Tennessee and included a $2.5 million impairment charge for this property in the loss on sale.   The Company leased such property to the purchaser under a two-year lease, with the option to renew the lease for one additional year and the right to terminate this lease upon six-months advance notice.  Rent under the lease is fixed at $75,000 per year.  Imperial Group Manufacturing has provided a lease termination notice, and the Portland, Tennessee lease ended on November 1, 2014.

The Company has reclassified certain operating results and the loss on sale transactions for Imperial Group L.P. to Discontinued Operations. The Company also recognized $2.0 million in earnout in the 3 months ended September 30, 2013 in connection with the sale of its Fabco operating unit in September, 2011

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

	Three Months Ended September 30,								Nine Months Ended September 30,
(In thousands)	2014				2013				2014				2013
Net sales		$	—			$	10,115			$	—			$	70,965
Loss from operations			(10	)			(235	)			(31	)			(1,686	)
Other income (expense)			(96	)			(9,985	)			(177	)			(9,985	)
Discontinued Operations		$	(106	)		$	(10,220	)		$	(208	)		$	(11,671	)

Note 3 - Inventories

Inventories at September 30, 2014 and December 31, 2013, on a first-in, first-out ("FIFO") basis, were as follows:

(In thousands)	September 30, 2014		December 31, 2013
Raw materials	$	9,658	$	7,483
Work in process		14,579		12,996
Finished manufactured goods		21,589		18,850
Total inventories	$	45,826	$	39,329

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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, 2013	$	96,283	$	4,414	$	100,697
Balance as of September 30, 2014	$	96,283	$	4,414	$	100,697

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

The changes in the carrying amount of other intangible assets for the period December 31, 2012 to September 30, 2013, by reportable segment, are as follows:

(In thousands)	Wheels			Brillion Iron Works			Corporate			Total
Balance as of December 31, 2012	$	130,668		$	2,833		$	679		$	134,180
Amortization		(5,929	)		(125	)		(663	)		(6,717	)
Balance as of September 30, 2013	$	124,739		$	2,708		$	16		$	127,463

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

			As of September 30, 2014						As of December 31, 2013
(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		39,169		22,400		16,769		38,849		20,497		18,352
Customer relationships		16.8		127,304		49,269		78,035		129,093		47,215		81,878
Other intangible assets			$	191,673	$	71,669	$	120,004	$	193,142	$	67,712	$	125,430

We estimate that our annual amortization expense for our other intangible assets for 2014 through 2018 will be approximately $8.1 million.

Note 5 – Assets Held for Sale

At December 31, 2013, assets totaling $1.3 million were classified as held for sale.  The assets consisted of a building and land related to the Elkhart, Indiana facility that our Gunite business exited in November, 2012.  The sale of these assets was completed on February 24, 2014, and the net proceeds totaled $1.2 million.

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Note 6 - Pension and Other Postretirement Benefit Plans

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

	For the Three Months ended September 30,											For the Nine Months ended September 30,
	Pension Benefits						Other Benefits					Pension Benefits						Other Benefits
(In thousands)	2014			2013			2014			2013		2014			2013			2014			2013
Service cost-benefits earned during the period	$	270		$	301		$	80		$	127	$	804		$	868		$	252		$	408
Interest cost on projected benefit obligation		2,624			2,601			978			855		7,975			7,808			2,737			2,628
Expected return on plan assets		(3,112	)		(2,959	)		—			—		(9,480	)		(8,883	)		—			—
Amortization of prior service (credit) cost		11			11			(9	)		—		33			33			(27	)		—
Amortization of loss		57			663			59			33		158			1,975			216			83
Net periodic benefit cost		(150	)		617			1,108			1,015		(510	)		1,801			3,178			3,119
Other one-time charges		—			—			435			—		—			—			435			—
Total benefit cost charged (credited) to income	$	(150	)	$	617		$	1,543		$	1,015	$	(510	)	$	1,801		$	3,613		$	3,119

As of September 30, 2014, $9.5 million has been contributed in 2014 to our sponsored pension plans.  We presently anticipate contributing an additional $0.5 million to fund our pension plans during 2014 for a total of $10.0 million.  Not included in the anticipated contributions for the year are any potential payments related to the plan associated with our Elkhart, Indiana facility that was closed in 2012.  The amounts of those contributions, if any, have not been determined as of the date of this filing. A one-time charge of $0.4 million was recorded during the three months ended September 30, 2014 due to a participant settlement for the Accuride Erie hourly retirement plan.

Note 7 – 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 liable 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 sites. Additionally, environmental remediation may be required to address soil and groundwater contamination identified at certain of our facilities.

As of September 30, 2014, we had an environmental reserve of approximately $1.5 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 install controls 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.

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At the Erie, Pennsylvania, facility, we have obtained an environmental insurance policy to provide coverage with respect to certain environmental liabilities.

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, 2014, we had approximately 2,267 employees, of which 487 were salaried employees with the remainder paid hourly. Unions represent approximately 1,547 of our employees, which is approximately 68 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 2014 negotiations in Monterrey were completed prior to the expiration of our union contract. The collective bargaining agreement ("CBA") at our Erie, Pennsylvania facility was set to expire on September 3, 2014; however, the negotiation of a new CBA was completed on May 20, 2014. The new CBA at our Erie facility commenced on September 4, 2014 and will expire on September 3, 2018.

The CBA at our Rockford, Illinois facility expires in November, 2014. This agreement covers approximately 295 employees.  We do not anticipate that the 2014 negotiation of this agreement will have a material adverse effect on our consolidated financial statements.

Note 8 – 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.

The carrying amounts of cash and cash equivalents, trade 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, 2014 was approximately $323.2 million compared to the carrying amount of $306.0 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, 2013 was approximately $306.9 million compared to the carrying amount of $305.2 million.  The Company believes the fair value of our variable interest rate Asset Based Loan ("ABL") facility at September 30, 2014 and December 31, 2013 equals the carrying value of $25.0 million and $25.0 million, respectively.  As of September 30, 2014 and December 31, 2013 we had no other remaining financial instruments.

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Note 9 – 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, 2013.

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2014			2013			2014			2013
Net sales:
Wheels	$	106,685		$	87,978		$	300,058		$	280,608
Gunite		42,357			40,751			134,634			131,354
Brillion Iron Works		34,965			26,535			97,674			86,230
Consolidated total	$	184,007		$	155,264		$	532,366		$	498,192
Operating income (loss):
Wheels	$	11,847		$	7,973		$	33,446		$	25,467
Gunite		4,149			(150	)		14,670			1,396
Brillion Iron Works		1,680			296			3,444			2,726
Corporate / Other		(7,632	)		(8,844	)		(22,643	)		(29,152	)
Consolidated total	$	10,044		$	(725	)	$	28,917		$	437

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)	2014			2013			2014			2013
Inter-segment sales		$	3,055		$	4,395		$	10,825		$	13,030

	As of
(In thousands)	September 30, 2014			December 31, 2013
Total assets:
Wheels		$	466,620		$	452,271
Gunite			64,940			55,016
Brillion Iron Works			55,935			52,547
Corporate / Other			34,391			51,943
Consolidated total		$	621,886		$	611,777

Note 10 - Debt

As of September 30, 2014, total debt was $331.0 million consisting of $306.0 million of our outstanding 9.5% senior secured notes, net of discount, and a $25.0 million draw on our ABL facility. As of December 31, 2013, total debt was $330.2 million consisting of $305.2 million of our outstanding 9.5% senior secured notes, net of discount, and a $25.0 million draw on our ABL facility.

Our credit documents(the New 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 New 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 New 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 currently and expect to remain in compliance with our covenants through the next twelve months.  However, we continue to operate in a challenging economic and commercial environment and our ability to maintain liquidity and comply with our debt covenants may be affected by economic or other conditions that are beyond our control and which are difficult to predict.

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On July 11, 2013, we entered into a new asset-based revolving credit facility (the "New ABL Facility") and used $45.3 million of borrowings under the New ABL Facility and cash on hand to repay all amounts outstanding under a previous asset-based facility to pay related fees and expenses

The New 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 New ABL Facility currently matures on July 11, 2018, but may be extended pursuant under certain circumstances pursuant to the terms of the New ABL Facility.

The New 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 New 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 New 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 New ABL Facility if utilization under the facility is greater than or equal to 50.0% of the total available commitments under the facility and a commitment 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 necessary.

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Note 11 – 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, 2014
(In thousands)	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations			Total
ASSETS
Cash and cash equivalents	$	14,106	$	—	$	7,424	$	—		$	21,530
Customer and other receivables, net		49,485		23,940		9,100		411			82,936
Intercompany receivable		—		8,747		82,225		(90,972	)		—
Inventories		20,763		21,843		3,631		(411	)		45,826
Other current assets		6,457		3,184		5,071		—			14,712
Total current assets		90,811		57,714		107,451		(90,972	)		165,004
Property, plant and equipment, net		79,401		101,963		32,752		—			214,116
Goodwill		96,283		4,414		—		—			100,697
Other intangible assets, net		117,464		2,540		—		—			120,004
Investments in and advances to subsidiaries and affiliates		150,822		—		—		(150,822	)		—
Deferred income taxes		—		29,600		1,194		(30,710	)		84
Other non-current assets		6,827		391		14,763		—			21,981
TOTAL	$	541,608	$	196,622	$	156,160	$	(272,504	)	$	621,886
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	17,774	$	35,791	$	12,962	$	—		$	66,527
Intercompany payable		60,838		—		30,134		(90,972	)		—
Accrued payroll and compensation		3,469		6,401		1,535		—			11,405
Accrued interest payable		5,133		—		—		—			5,133
Accrued and other liabilities		3,468		11,867		3,548		—			18,883
Total current liabilities		90,682		54,059		48,179		(90,972	)		101,948
Long term debt		330,972		—		—		—			330,972
Deferred and non-current income taxes		43,438		10,111		1,043		(30,710	)		23,882
Other non-current liabilities		9,339		70,261		18,307		—			97,907
Stockholders' equity		67,177		62,191		88,631		(150,822	)		67,177
TOTAL	$	541,608	$	196,622	$	156,160	$	(272,504	)	$	621,886

	December 31, 2013
(In thousands)	Parent		Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
ASSETS
Cash and cash equivalents	$	31,018	$	—		$	2,408		$	—		$	33,426
Customer and other receivables, net		31,871		19,955			7,694			—			59,520
Intercompany receivables		—		164,940			79,722			(244,662	)		—
Inventories		16,858		20,759			2,022			(310	)		39,329
Other current assets		7,159		4,357			5,477			—			16,993
Total current assets		86,906		210,011			97,323			(244,972	)		149,268
Property, plant and equipment, net		80,286		103,800			35,538			—			219,624
Goodwill		96,283		4,414			—			—			100,697
Other intangible assets, net		122,764		2,666			—			—			125,430
Investments in and advances to subsidiaries and affiliates		128,059		—			—			(128,059	)		—
Other non-current assets		5,971		1,791			8,996			—			16,758
TOTAL	$	520,269	$	322,682		$	141,857		$	(373,031	)	$	611,777
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	12,092	$	28,215		$	7,220		$	—		$	$47,527
Intercompany payable		42,428		175,666			26,878			(244,972	)		—
Accrued payroll and compensation		1,604		5,776			1,383			—			8,763
Accrued interest payable		12,535		—			—			—			12,535
Accrued and other liabilities		4,225		11,979			4,970			—			21,174
Total current liabilities		72,884		221,636			40,451			(244,972	)		89,999
Long term debt		330,183		—			—			—			330,183
Deferred and non-current income taxes		45,337		(19,108	)		(334	)		—			25,895
Other non-current liabilities		9,981		75,769			18,066			—			103,816
Stockholders' equity		61,884		44,385			83,674			(128,059	)		61,884
TOTAL	$	520,269	$	322,682		$	141,857		$	(373,031	)	$	611,777

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CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	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

	Three Months Ended September 30, 2013
(In thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	103,235		$	68,781		$	31,928		$	(48,680	)	$	155,264
Cost of goods sold		97,070			66,564			29,621			(48,261	)		144,994
Gross profit		6,165			2,217			2,307			(419	)		10,270
Operating expenses		10,528			372			95			—			10,995
Income (loss) from operations		(4,363	)		1,845			2,212			(419	)		(725	)
Other income (expense):
Interest income (expense), net		(8,855	)		(207	)		351			—			(8,711	)
Equity in earnings of subsidiaries		(7,392	)		—			—			7,392			—
Other income (expense), net		(45	)		147			444			—			546
Income (loss) before income taxes from continuing operations		(20,655	)		1,785			3,007			6,973			(8,890	)
Income tax  provision		(2,040	)		925			620			—			(495	)
Income (loss) from continuing operations		(18,615	)		860			2,387			6,973			(8,395	)
Discontinued operations, net of tax		—			—			(10,220	)		—			(10,220	)
Net income (loss)	$	(18,615	)	$	860		$	(7,833	)	$	6,973		$	(18,615	)
Comprehensive income (loss)	$	(17,182	)	$	1,263		$	(7,061	)	$	5,798		$	(17,182	)

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CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	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

	Nine Months Ended September 30, 2013
(In thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	330,342		$	220,503		$	105,955		$	(158,608	)	$	498,192
Cost of goods sold		311,452			211,212			98,463			(158,189	)		462,938
Gross profit		18,890			9,291			7,492			(419	)		35,254
Operating expenses		33,353			1,216			248			—			34,817
Income (loss) from operations		(14,463	)		8,075			7,244			(419	)		437
Other income (expense):
Interest income (expense), net		(27,000	)		(736	)		1,174			—			(26,562	)
Equity in earnings of subsidiaries		986			—			—			(986	)		—
Other income (expense), net		(131	)		159			222			—			250
Income (loss) before income taxes from continuing operations		(40,608	)		7,498			8,640			(1,405	)		(25,875	)
Income tax  provision		(684	)		925			2,137			—			2,378
Income (loss) from continuing operations		(39,924	)		6,573			6,503			(1,405	)		(28,253	)
Discontinued operations, net of tax		—			—			(11,671	)		—			(11,671	)
Net income (loss)	$	(39,924	)	$	6,573		$	(5,168	)	$	(1,405	)	$	(39,924	)
Comprehensive income (loss)	$	(37,743	)	$	6,976		$	(3,648	)	$	(3,328	)	$	(37,743	)

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	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
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	)
Payments on notes receivable		36,698			(106,680	)		(33,946	)		103,928			—
Proceeds from 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
Payment on notes payable		(42,775	)		(36,841	)		—			69,616			(10,000	)
Net cash provided by (used in) financing 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

	Nine Months Ended September 30, 2013
(In thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(39,924	)	$	6,573		$	(5,168	)	$	(1,405	)	$	(39,924	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		7,910			14,514			4,398			—			26,822
Amortization – deferred financing costs		2,064			—			—			—			2,064
Amortization – other intangible assets		6,592			125			—			—			6,717
(Gain) loss on disposal of assets		967			5			9,690			—			10,662
Deferred income taxes		(647	)		925			—			—			278
Non-cash stock-based compensation		1,950			—			—			—			1,950
Equity in earnings of subsidiaries and affiliates		(986	)		—			—			986			-
Change in other operating items		27,150			(30,201	)		(31,048	)		419			(33,680	)
Net cash provided by (used in) operating activities		5,076			(8,059	)		(22,128	)		—			(25,111	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(11,024	)		(17,382	)		(3,852	)		—			(32,258	)
Proceeds from notes receivable		(35,721	)		(92,529	)		(33,901	)		162,151			—
Payment on notes receivable		13,721			95,999			32,680			(142,400	)		—
Other		14,944			—			30,000			—			44,944
Net cash provided by (used in) investing activities		(18,080	)		(13,912	)		24,927			19,751			12,686
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		151,430			35,721			—			(162,151	)		25,000
Payments on notes payable		(138,679	)		(13,721	)		—			142,400			(10,000	)
Other		(1,333	)		—			—			—			(1,333	)
Net Cash provided by (used in) financings activities		11,418			22,000			—			(19,751	)		13,667
Net increase (decrease) in cash and cash equivalents		(1,586	)		29			2,799			—			1,242
Cash and cash equivalents, beginning of period		24,113			(29	)		2,667			—			26,751
Cash and cash equivalents, end of period	$	22,527		$	—		$	5,466		$	—		$	27,993

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Note 12 – Changes in Accumulated Other Comprehensive Income (Loss) by Component

	Three Months Ended September 30, 2013
(In thousands)	Pension Plan				Post Retirement Plan				Total
Accumulated other comprehensive income (loss) as of June 30, 2013		$	(45,418	)		$	(5,668	)		$	(51,086	)
Amounts reclassified from accumulated other comprehensive income (loss)			1,398				35				1,433
Accumulated other comprehensive income (loss) as of September 30, 2013		$	(44,020	)			(5,633	)		$	(49,653	)

	Three Months Ended September 30, 2014
(In thousands)	Pension Plan				Post Retirement Plan			Total
Accumulated other comprehensive income (loss) as of June 30, 2014		$	(20,312	)		$	2,073		$	(18,239	)
Amounts reclassified from accumulated other comprehensive income (loss)			421				51			472
Accumulated other comprehensive income (loss) as of September 30, 2014		$	(19,891	)			2,124		$	(17,767	)

	Nine Months Ended September 30, 2013
(In thousands)	Pension Plan				Post Retirement Plan				Total
Accumulated other comprehensive income (loss) as of December 31, 2012		$	(46,166	)		$	(5,668	)		$	(51,834	)
Amounts reclassified from accumulated other comprehensive income (loss)			2,146				35				2,181
Accumulated other comprehensive income (loss) as of September 30, 2013		$	(44,020	)			(5,633	)		$	(49,653	)

	Nine Months Ended September 30, 2014
(In thousands)	Pension Plan				Post Retirement Plan			Total
Accumulated other comprehensive income (loss) as of December 31, 2013		$	(20,429	)		$	1,717		$	(18,712	)
Amounts reclassified from accumulated other comprehensive income (loss)			538				407			945
Accumulated other comprehensive income (loss) as of September 30, 2014		$	(19,891	)			2,124		$	(17,767	)

Reclassifications out of Accumulated Other Comprehensive Income (loss):

	Three Months Ended September 30, 2014									Three Months Ended September 30, 2013
(In thousands)	Pension Plan			Post Retirement Plan			Total			Pension Plan			Post Retirement Plan			Total
Amortization of Pension and Postretirement Plan items
Prior Service Costs	$	11		$	(9	)	$	2		$	11		$	—		$	11
Actuarial (losses)		57			59			116			663			33			696
Foreign currency translation related to pension and postretirement plans		453			1			454			1,116			39			1,155
Total before tax	$	521		$	51		$	572		$	1,790		$	72		$	1,862
Tax expense		(100	)		—			(100	)		(392	)		(37	)		(429	)
Total reclassified for the period	$	421		$	51		$	472		$	1,398		$	35		$	1,433

	Nine Months Ended September 30, 2014									Nine Months Ended September 30, 2013
(In thousands)	Pension Plan			Post Retirement Plan			Total			Pension Plan			Post Retirement Plan			Total
Amortization of Pension and Postretirement Plan items
Prior Service Costs	$	33		$	(27	)	$	6		$	33		$	—		$	33
Actuarial (losses)		158			216			374			1,976			83			2,059
Foreign currency translation related to pension and postretirement plans		458			218			676			607			(11	)		596
Total before tax	$	649		$	407		$	1,056		$	2,616		$	72		$	2,688
Tax expense		(111	)		—			(111	)		(470	)		(37	)		(507	)
Total reclassified for the period	$	538		$	407		$	945		$	2,146		$	35		$	2,181

The total amount reclassified from Accumulated Other Comprehensive Income during the nine months ended September 30, 2014 of $0.9 million included $0.5 million which relates to the period ended June 30, 2014.

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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, 2013 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, 2014 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2014 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, with its Peterbilt and Kenworth brand trucks, Navistar, 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, Utility Trailer Manufacturing Company, and Wabash National, Inc. Our major light truck customer is General Motors Corporation. Our product portfolio is supported by strong sales, marketing and design engineering capabilities and through September 30, 2014, 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, mining, and agricultural 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, that Brillion serves, 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, copper, and global construction trends.  The North American commercial vehicle market is currently experiencing a cyclical recovery, which is projected to continue into 2015. The global industrial and construction markets are forecasted to experience modest growth, or remain flat.  Based upon the overall commercial vehicle industry production forecasts and global industrial, construction and mining markets, we expect results from operations to show improvement in 2014 compared to 2013.  We cannot, however, accurately predict the North American commercial vehicle and global industrial and commercial markets and any deterioration of the economic recovery may lead to reduced spending and deterioration in our end markets and have an adverse effect on our results of operations.

Our markets and those of our customers are becoming increasingly competitive.   In the North American commercial vehicle market, OEMs are competing to maintain or increase market share in the face of evolving emissions regulations, increasing customer emphasis on light weight and fuel efficient platforms and an uncertain economic recovery.  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.  Recently, a number of platforms on which our products are standard equipment have lost market share, which has impacted our business.  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, broad economic weakness in industrial manufacturing impacted our Brillion business through reduced customer orders in 2013 and the first half of 2014.

- 19 -

In response to these conditions, we are working to increase our market share and to control costs while positioning our businesses to compete at current demand levels and maintain capacity to meet the recoveries in our markets as they occur, which history has shown can be swift and steep.  For example, we have implemented lean manufacturing practices across our facilities, which have resulted in reduced working capital levels that free up cash for other priorities.  We have also completed most 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 introduce new products and technologies that we believe offer better value to customers.  Further, we have been pursuing new business opportunities at OEM customers and are working to increase our market share at OEMs by developing our relationships with large fleets in order to "pull through" our products when the 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, such as filing anti-dumping petitions with the United States government, as warranted.

In addition to improving our operations, we have taken steps to improve our liquidity to ensure access to the funds required to finance our business throughout the economic cycle and to focus our efforts on our core markets.  On July 11, 2013, we entered into a senior secured asset-based lending facility (the "ABL Facility") and used borrowing under that facility and cash on hand to repay all amounts outstanding under our prior asset-based lending facility, and to pay related fees and expenses.  For additional information on our ABL Facility, see "Capital Resources and Liquidity".  Further, on August 1, 2013, the Company announced that it completed the sale of substantially all of the assets of its non-core Imperial Group business to Imperial Group Manufacturing, Inc., a new company formed and capitalized by Wynnchurch Capital for total cash consideration of $30.0 million at closing, plus a contingent earn-out totaling up to $2.25 million. A portion of the proceeds from the sale were used to repay outstanding indebtedness under our ABL Facility.

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 2014 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, 2014 and September 30, 2013

	Three Months Ended September 30,
(In thousands)	2014			2013
Net sales	$	184,007		$	155,264
Cost of goods sold		164,095			144,994
Gross profit		19,912			10,270
Operating expenses		9,868			10,995
Income from operations		10,044			(725	)
Interest expense, net		(8,444	)		(8,711	)
Other loss, net		(805	)		546
Income tax provision (benefit)		(410	)		(495	)
Income (loss) from continuing operations		1,205			(8,395	)
Discontinued operations, net of tax		(106	)		(10,220	)
Net income (loss)	$	1,099		$	(18,615	)

Net Sales

	Three Months Ended September 30,
(In thousands)	2014		2013
Wheels	$	106,685	$	87,978
Gunite		42,357		40,751
Brillion		34,965		26,535
Total	$	184,007	$	155,264

Net sales for the three months ended September 30, 2014, were $184.0 million, which was an increase of 18.5 percent, compared to net sales of $155.3 million for the three months ended September 30, 2013.  Of the total increase, approximately $28.6 million was a result of an increase in volume demand due to increased production levels in the commercial vehicle market and its aftermarket segments in North America.  The increased vehicle production is a result of continued recovery of the commercial vehicle end market.  The remaining $0.1 million increase in net sales was related to pricing, which primarily represented a pass-through of fluctuating raw material and commodity costs.

- 20 -

Net sales for our Wheels segment increased 21.3 percent during the three months ended September 30, 2014 compared to the same period in 2013 primarily due to increased production volume from our OEM customers and increased demand from aftermarket customers.  Net sales for our Gunite segment increased 4.0 percent due to increased demand in the aftermarket.  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 increased by 31.8 percent due to a higher demand in the industrial and agricultural markets.

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

	For the Three Months ended September 30,
	2014	2013
Class 8	79,641	63,515
Classes 5-7	57,704	51,304
Trailer	73,864	61,280

While we serve the commercial vehicle aftermarket segment, there is no industry data that enables a comparison of our aftermarket sales to industry demand from period to period.

Cost of Goods Sold

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

	Three Months Ended September 30,
(In thousands)	2014		2013
Raw materials	$	83,451	$	68,211
Depreciation		8,447		8,841
Labor and other overhead		72,197		67,942
Total	$	164,095	$	144,994

Raw materials costs increased by $15.2 million, or 22.3 percent, during the three months ended September 30, 2014 due to increased production offset by operating efficiencies in the production process.  

Depreciation decreased by $0.4 million, or 4.4 percent during the three months ended September 30, 2014 primarily due to the age of fixed assets in relation to the amount of new capital spending.

Labor and overhead costs increased by $4.3 million, or 6.3 percent, due to increased production partially offset by savings created by operational efficiencies.

Operating Expenses

	Three Months Ended September 30,
(In thousands)	2014		2013
Selling, general, and administrative	$	6,629	$	7,221
Research and development		1,194		1,592
Depreciation and amortization		2,045		2,182
Total	$	9,868	$	10,995

Selling, general, and administrative costs decreased by $0.6 million in 2014 compared to the same period in 2013 primarily due to ongoing cost improvement initiatives.  

- 21 -

Operating Income (Loss)

	Three Months Ended September 30,
(In thousands)	2014			2013
Wheels	$	11,847		$	7,973
Gunite		4,149			(150	)
Brillion		1,680			296
Corporate/Other		(7,632	)		(8,844	)
Total	$	10,044		$	(725	)

Operating income for the Wheels segment was 11.1 percent of its net sales for the three months ended September 30, 2014 compared to 9.1 percent for the three months ended September 30, 2013.  This increased operating income is a result of the contribution to earnings from the higher revenue in the current period compared to the same period in the prior year.

The operating income for the Gunite segment was 9.8 percent of its net sales for the three months ended September 30, 2014 and (0.4) percent for the three months ended September 30, 2013.  During the three months ended September 30, 2014, Gunite experienced increased efficiencies from the operational restructuring that began during 2013.

Operating income for the Brillion segment was 4.8 percent of its net sales for the three months ended September 30, 2014 compared to 1.1 percent for same period in 2013 due to increased gross profit as a result of the contribution to earnings from the higher revenue in the current period compared to the same period in the prior year.

The operating losses for the Corporate segment were 4.1 percent of consolidated net sales for the three months ended September 30, 2014 as compared to 5.7 percent for the comparative period in 2013.  Overall, our Corporate costs have been curtailed through our ongoing cost improvement initiatives.

Interest Expense

Net interest expense decreased $0.3 million to $8.4 million for the three months ended September 30, 2014 from $8.7 million for the three months ended September 30, 2013 due to decreased debt from 2013 to 2014.

Income Tax Provision

We recognized an income tax benefit of $0.4 million in the three months ended September 30, 2014 . This benefit included a 1.0 million benefit for a true-up to the state rate used to value the net US deferred tax liabilities.  This was $0.1 million lower than our benefit for the three months ended September 30, 2013.

Our effective tax rate is (51.6) percent and 5.5 percent for the three months ended September 30, 2014 and 2013, 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.

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.

- 22 -

Comparison of Financial Results for the Nine Months Ended September 30, 2014 and 2013

	Nine Months Ended September 30,
(In thousands)	2014			2013
Net sales	$	532,366		$	498,192
Cost of goods sold		473,009			462,938
Gross profit		59,357			35,254
Operating expenses		30,440			34,817
Income from operations		28,917			437
Interest expense, net		(25,351	)		(26,562	)
Other loss, net		(1,504	)		250
Income tax (benefit) provision		(967	)		2,378
Income (loss) from continuing operations		3,029			(28,253	)
Discontinued operations, net of tax		(208	)		(11,671	)
Net income (loss)	$	2,821		$	(39,924	)

Net Sales

	Nine Months Ended September 30,
(In thousands)	2014		2013
Wheels	$	300,058	$	280,608
Gunite		134,634		131,354
Brillion		97,674		86,230
Total	$	532,366	$	498,192

Our net sales for the nine months ended September 30, 2014, were $532.4 million, which was an increase of 6.9 percent, compared to net sales of $498.2 million for the nine months ended September 30, 2013.  Of the total increase, approximately $32.0 million was a result of increased demand by commercial vehicle OEM's and their related aftermarkets.  The remaining $2.2 million increase of net sales recognized was related to higher pricing, which primarily represented a pass-through of fluctuating raw material and commodity costs.

Net sales for our Wheels segment increased nearly 6.9 percent during the nine months ended September 30, 2014 compared to the same period in 2013 primarily due to increased demand from OEM and aftermarket customers.  Net sales for our Gunite segment increased 2.5 percent due to higher demand in the aftermarket.  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 increased by 13.3 percent due to increased demand in the global industrial and agricultural markets.

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

	Nine Months Ended September 30,
	2014	2013
Class 8	220,286	185,479
Classes 5-7	167,993	150,106
Trailer	202,026	182,731

While we serve the commercial vehicle aftermarket segment, there is no industry data that enables a comparison of our aftermarket sales to industry demand from period to period.

- 23 -

Cost of Goods Sold

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

	Nine Months Ended September 30,
(In thousands)	2014		2013
Raw materials	$	236,272	$	224,277
Depreciation		24,858		25,939
Labor and other overhead		211,879		212,722
Total	$	473,009	$	462,938

Raw materials costs increased by $12.0 million, or 5.3 percent, during the nine months ended September 30, 2014 due to increases in purchase volume of approximately $9.7 million and purchase price increases of approximately $2.3 million.  The purchase price increases were primarily related to steel and aluminum, which represent the majority of our raw material costs.

Depreciation decreased by $1.1 million, or 4.2, percent during the nine months ended September 30, 2014, primarily due to the age of the fixed assets in relation to the amount of new capital spending.

Labor and overhead costs decreased by $0.8 million, or 0.4 percent, due to operational efficiencies that partially offset the increase in production costs related to increased production.

Operating Expenses

	Nine Months Ended September 30,
(In thousands)	2014		2013
Selling, general, and administrative	$	20,303	$	23,983
Research and development		4,022		4,114
Depreciation and amortization		6,115		6,720
Total	$	30,440	$	34,817

Selling, general, and administrative costs decreased by $3.7 million and research and development costs decreased by $0.1 million due to reductions in staffing and general spending and decreased research and development activities.

Depreciation and amortization expenses were impacted due to reduced capital spending.

Operating Income

	Nine Months Ended September 30,
(In thousands)	2014			2013
Wheels	$	33,446		$	25,467
Gunite		14,670			1,396
Brillion		3,444			2,726
Corporate/Other		(22,643	)		(29,152	)
Total	$	28,917		$	437

Operating income for the Wheels segment was 11.1 percent of its net sales for the nine months ended September 30, 2014 compared to 9.1 percent for the nine months ended September 30, 2013 due to higher earnings contributions from higher sales demand.  We continue to experience strong aluminum wheel demand, driven by fleet requirements to reduce vehicle weight.

Operating income for the Gunite segment was 10.9 percent of its net sales for the nine months ended September 30, 2014 and 1.1 percent for the nine months ended September 30, 2013.  We continue to see growth in demand for Gunite product and benefit from operating efficiency initiatives that we have implemented with respect to our Gunite business.

Operating income for the Brillion segment was 3.5 percent of its net sales for the nine months ended September 30, 2014 compared to 3.2 percent for the same period in 2013.   Contribution margin from increased sales was negatively impacted by a one-time non-cash inventory adjustment and higher maintenance costs.

The operating losses for the Corporate segment were 4.3 percent of  net sales from continuing operations for the nine months ended September 30, 2014 as compared to 5.9 percent for the comparative period in 2013 resulting from decreased spending, as well as increased sales.  

- 24 -

Interest Expense

Net interest expense decreased $1.2 million to $25.4 million for the nine months ended September 30, 2014 from $26.6 million for the nine months ended September 30, 2013 due to decreased debt from 2013 to 2014.

Income Tax Provision

We recognized an income tax benefit of $1.0 million in the nine months ended September 30, 2014 as a result of a $0.6 million benefit due to changing tax legislation in Mexico, a $1.6 million reduction in our liability for uncertain tax position and a $1.0 million benefit for a true-up to the state rate used to value the net US deferred tax liabilities, offset by a current provision of $2.2 million.  This was $3.3 million higher than our provision for the nine months ended September 30, 2013.

Our effective tax rate is (46.9) percent and (9.2) percent for the nine months ended September 30, 2014 and 2013, respectively.  The increase benefit was a primarily a result of changing tax legislation in Mexico and a reduction of our liability for uncertain tax positions.

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 these profits, and the uncertainty of our financial outlook, we continue to maintain a full valuation allowance against our domestic deferred tax assets.

Changes in Financial Condition

As of September 30, 2014, we had total assets of $621.9 million, compared to total assets of $611.8 million at December 31, 2013.  The $10.1 million, or 1.7%, increase in total assets primarily resulted from changes in working capital. We define working capital as current assets (excluding cash) less current liabilities.

We use working capital and cash flow measures to evaluate the performance of our operations and our ability to meet our financial obligations. 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.

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

(In thousands)	September 30, 2014			December 31, 2013
Accounts receivable	$	82,936		$	59,520
Inventories		45,826			39,329
Deferred income taxes (current)		3,669			3,806
Other current assets		11,043			13,187
Accounts payable		(66,527	)		(47,527	)
Accrued payroll and compensation		(11,405	)		(8,763	)
Accrued interest payable		(5,133	)		(12,535	)
Accrued workers compensation		(3,456	)		(4,373	)
Other current liabilities		(15,427	)		(16,801	)
Working capital	$	41,526		$	25,843

Significant changes in working capital included:

• an increase in receivables of $23.4 million due to the comparative increase in revenue in the months leading up to the respective period-end dates;

• an increase in inventory of $6.5 million due to increased demand;

• an increase in accounts payable of $19.0 million primarily due to timing of purchases leading into the end of the respective periods; and

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

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Capital Resources and Liquidity

Our primary sources of liquidity during the nine months ended September 30, 2014 were cash from operations and cash reserves offset by a payment on our ABL Facility.  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 2014 and the foreseeable future.

As of September 30, 2014, we had $21.5 million of cash plus $48.1 million in availability under our ABL Facility for a total liquidity of $69.6 million.  As of December 31, 2013, we had $33.4 million in cash plus $30.2 million in availability under our ABL credit facility for total liquidity of $63.6 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 New 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, 2014 amounted to $8.3 million compared to a use of cash of $25.1 million for the period ended September 30, 2013.  The cash provided from the first nine months of 2014 was a result of our positive net income offset by increased working capital requirements, primarily receivables, which are expected in an environment of increasing product demand.  During a period of increasing customer demand, our working capital needs also generally rise.

Investing Activities

Net cash used in investing activities totaled $20.2 million for the nine months ended September 30, 2014 compared to a use of $12.7 million for the period ended September 30, 2013.  Our most significant cash outlays for investing activities are the purchases of property, plant and equipment.  During the nine months ended September 30, 2014, the company spent $20.7 million for property, plant and equipment.  During the nine months ended September 30, 2013, we entered into two sale/leaseback agreements for manufacturing equipment, and as a result, had cash inflows of $14.9 million from the gross proceeds of the sale of the equipment.  The leases are classified as operating leases.   Capital expenditures for 2014 are currently expected to be approximately $25 million, which we expect to fund through existing cash from operations, cash reserves, or from our ABL facility.  

Financing Activities

There was no net cash provided by or used in financing activities for the nine months ended September 30, 2014 compared to cash provided by financing activities of $13.7 million for the nine months ended September 30, 2013 from a  draw on our previous asset-based lending facility.

Bank Borrowing

The ABL Facility

On July 11, 2013, we entered into a new asset-based revolving credit facility (the "New ABL Facility") and used $45.3 million of borrowings under the New ABL Facility and cash on hand to repay all amounts outstanding under a previous asset-based facility and to pay related fees and expenses.

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The New 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 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 New 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 New ABL Facility.

The New 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 New 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 New 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 New ABL Facility if utilization under the facility is greater than or equal to 50.0% of the total available commitments under the facility and a commitment 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 necessary.

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.

Our credit documents(the New 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 New 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 New 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 expect do not expect to be through the next twelve months.

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

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.

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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, 2013 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 commercial vehicle market recovery, 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 2014 and 2015 could have a material adverse effect on our business;

• a delayed or less robust than anticipated global industrial and agricultural industries recovery in 2014 and 2015 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;

• 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, 2013, 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, 2014, there were no foreign exchange forward contracts. 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, 2014 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, 2014:

(Dollars in thousands)	2014		2015		2016		2017		2018			Thereafter		Total			Fair Value
Long-term Debt:
Fixed Rate		—		—		—		—	$	310,000			—	$	310,000		$	323,175
Average Rate		—		—		—		—		9.5	%		—		9.5	%
Variable Rate		—		—		—		—	$	25,000			—	$	25,000		$	25,000
Average Rate		—		—		—		—		2.4	%		—		2.4	%

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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	—	ThirdAmended 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.
10.1	—	Fifth Addendum to Lease Agreement with Option to Purchase, dated September 2, 2014 by and amount Viking Properties, LLC, Logan Indiana Properties, LLC and Accuride Corporation. Previously filed as an exhibit to the Form 8-K filed on September 5, 2014 and incorporated by reference herein.

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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, 2014.
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, 2014.
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 3, 2014
Richard F. Dauch
President and Chief Executive Officer
(Principal Executive Officer)
/s/ GREGORY A. RISCH	Dated:  November 3, 2014
Gregory A. Risch
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

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