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

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Starting in 2016, we refined the method to estimate the current service cost for pension and other postretirement benefits. Previously, the current service cost was estimated using a single weighted-average discount rate derived from the yield curve used to measure the defined benefit obligation at the beginning of the year. Under the refined method, different discount rates are derived from the same yield curve, reflecting the different timing of benefit payments for past service (the defined benefit obligation) and future service (the current service cost). Differentiating in this way represents a refinement in the basis of estimation applied in prior periods. This change does not affect the measurement of the total defined benefit obligation recorded on the consolidated balance sheet as of December 31, 2015 or any other period. The refinement compared to the previous method resulted in a decrease in the current service cost and interest components with an equal offset to actuarial gains (losses) with no net impact on the total benefit obligation. The refinement did not have a material impact on the March 31, 2016 consolidated statement of operations. This change is accounted for prospectively as a change in accounting estimate.

Note 67 – Commitments and Contingencies

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

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

As of ~~September 30, 2015,~~March 31, 2016, we had an environmental reserve of approximately ~~$1.1~~$0.5 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 achieve compliance with emission limits representative of maximum achievable control technology. Based on currently available information, we do not anticipate material costs regarding ongoing compliance with the NESHAP; however if we are found to be out of compliance with NESHAP, we could incur a liability that could have a material adverse effect on our consolidated financial statements.

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

As of ~~September 30, 2015,~~March 31, 2016, we had approximately ~~2,100~~2,173 employees, of which ~~482~~516 were salaried employees with the remainder paid hourly. Unions represent approximately ~~1,360~~1,465 of our employees, which is approximately 6567 percent of our total employees. Each of our unionized facilities has a separate contract with the union that represents the workers employed at such facility. The union contracts expire at various times over the next few years with the exception of our union contract that covers the hourly employees at our Monterrey, Mexico, facility, which expires on an annual basis in January unless otherwise renewed. The ~~2015~~2016 negotiations in Monterrey were completed prior to the expiration of our union contract. In 2014, we successfully negotiated new bargaining agreements for our Erie, Pennsylvania and Rockford, Illinois facilities, which will expire on September 3, 2018 and March 25, 2019, respectively. The ~~previous~~ contract at our London, Ontario ~~facility expired on March 12, 2015, but our previously negotiated successor agreement became effective on March 13, 2015 and~~ runs through March 12, 2018. No other collective bargaining agreements expire in ~~2015.~~2016. Our contract at Gianetti expires in October 2017.

Note 7–8– 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.

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The hierarchy consists of three levels:

Level 1

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

Level 2

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

Level 3

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

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The carrying amounts of cash and cash equivalents, customer receivables, and accounts payable approximate fair value because of the relatively short maturity of these instruments. The fair value of our 9.5% senior secured notes based on market quotes, which we determined to be Level 1 inputs, at ~~September 30, 2015~~March 31, 2016 was ~~approximately $317.0~~$293.1 million compared to the carrying amount of ~~$307.0~~$304.7 million. The fair value of our 9.5% senior secured notes based on market quotes, which we determined to be Level 1 inputs, at December 31, ~~2014~~2015 was approximately ~~$319.2~~$263.8 million compared to the carrying amount of ~~$306.2~~$304.3 million. The Company believes the fair value of our variable interest rate Asset Based Loan ("ABL") facility at ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014~~2015 equals the carrying value of ~~$15.0~~$10.3 million, and ~~$17.0~~$0 million, respectively. As of ~~September 30, 2015~~March 31, 2016 and December 31, ~~2014~~2015 we had no other significant long-term financial instruments.

Note 89 – 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.~~Officer and our Senior Vice-President and CFO. The accounting policies of the reportable segments are the same as described in Note 1, Summary of Significant Accounting Policies of our Annual Report on Form 10-K for the year ended ~~December 31, 2014.~~2015.

(In thousands)									Three Months Ended March 31,
	Three Months Ended September 30,				Nine Months Ended September 30,				2016		2015
(In thousands)	2015		2014		2015		2014
Net sales:
Wheels	$	101,833	$	106,685	$	324,525	$	300,058	$	105,383	$	108,336
Gunite		43,823		42,357		128,569		134,634		38,713		37,740
Brillion Iron Works		17,772		34,965		79,373		97,674		16,846		37,583
Consolidated total	$	163,428	$	184,007	$	532,467	$	532,366	$	160,942	$	183,659

Operating income (loss):
Income (loss) from operations:
Wheels	$	13,715	$	11,847	$	44,372	$	33,446	$	11,150	$	13,252
Gunite		5,061		4,149		15,140		14,670		3,059		2,741
Brillion Iron Works		(3,650)		1,680		(2,924)		3,444		(3,369)		2,196
Corporate / Other		(7,628)		(7,632)		(25,578)		(22,643)		(8,422)		(8,861)
Consolidated total	$	7,498	$	10,044	$	31,010	$	28,917	$	2,418	$	9,328

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

(In thousands)									Three Months Ended March 31,
	Three Months Ended September 30,				Nine Months Ended September 30,				2016		2015
(In thousands)	2015		2014		2015		2014
Inter-segment sales	$	1,041	$	3,055	$	4,949	$	10,825	$	869	$	2,175

	As of				As of
(In thousands)	September 30, 2015		December 31, 2014		March 31, 2016		December 31, 2015
Total assets:
Wheels	$	437,196	$	441,835	$	468,498	$	469,405
Gunite		59,944		59,600		55,830		62,045
Brillion Iron Works		50,358		55,226		46,219		45,303
Corporate / Other		44,773		41,761		16,123		26,866
Consolidated total	$	592,271	$	598,422	$	586,670	$	603,619

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Note 910 - Debt

As of ~~September 30, 2015,~~March 31, 2016, total debt was ~~$322.0~~$323.7 million, consisting of ~~$307.0~~$304.7 million of our outstanding 9.5% senior secured notes, net of discount and ~~a $15.0~~debt issuance costs, $8.7 million ~~draw~~in short term obligations related to our majority interest in Gianetti and $10.3 million drawn on our ABL ~~facility.~~Credit Facility. As of March 31, 2016, Accuride had $18.5 million of cash plus $43.3 million in availability under its ABL Credit Facility for total liquidity of $61.8 million. As of December 31, ~~2014,~~2015, total debt was ~~$323.2~~$314.5 million, consisting of ~~$306.2~~$304.3 million of our outstanding 9.5% senior secured notes, net of discount and ~~a $17.0~~debt issuance costs and $10.3 million ~~draw on~~in short term obligations related to our majority interest in Gianetti. As of December 31, 2015, Accuride had $29.8 million of cash plus $46.8 million in availability under its ABL ~~facility.~~Credit Facility for total liquidity of $76.6 million.

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

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

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

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Note 1011 – Guarantor and Non-guarantor Financial Statements

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

CONDENSED CONSOLIDATING BALANCE SHEETS

	September 30, 2015										March 31, 2016
(In thousands)	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total		Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
ASSETS
Cash and cash equivalents	$	26,212	$	—	$	12,913	$	—	$	39,125	$	3,051	$	—	$	15,405	$	—	$	18,456
Customer and other receivables, net		40,728		16,896		5,763		348		63,735		41,481		16,597		14,197		—		72,275
Intercompany receivable		2,834		38,687		88,825		(130,346)		—
Intercompany receivable (payable)												(15,807)		199,542		86,060		(269,795)		—
Inventories		18,930		15,806		2,307		(348)		36,695		14,850		17,185		8,892		(4)		40,923
Other current assets		7,165		1,891		2,135		—		11,191		5,369		1,641		839		—		7,849
Total current assets		95,869		73,280		111,943		(130,346)		150,746		48,944		234,965		125,393		(269,799)		139,503
Property, plant and equipment, net		77,779		95,956		30,043		—		203,778		76,787		93,203		50,482		—		220,472
Goodwill		96,283		4,414		—		—		100,697		96,283		—		—		—		96,283
Other intangible assets, net		109,417		4,275		—		—		113,692		107,406		2,316		—		—		109,722
Investments in and advances to subsidiaries and affiliates		176,217		—		—		(176,217)		—		220,697		—		—		(220,697)		—
Deferred income taxes		—		35,640		2,490		(35,640)		2,490		39,511		—		828		(39,511)		828
Other non-current assets		5,709		345		14,814		—		20,868		7,995		345		16,813		(5,291)		19,862
TOTAL	$	561,274	$	213,910	$	159,290	$	(342,203)	$	592,271	$	597,623	$	330,829	$	193,516	$	(535,298)	$	586,670
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	18,315	$	33,133	$	8,444	$	—	$	59,892	$	14,069	$	27,236	$	18,396	$	—	$	59,701
Intercompany payable		94,237		—		36,109		(130,346)		—		94,497		139,815		35,487		(269,799)		—
Accrued payroll and compensation		923		5,887		1,222		—		8,032		2,778		5,335		3,149		—		11,262
Accrued interest payable		5,073		—		—		—		5,073		5,124		—		—		—		5,124
Accrued and other liabilities		5,205		9,870		3,530		—		18,605		8,689		8,625		12,688		(5,291)		24,711
Total current liabilities		123,753		48,890		49,305		(130,346)		91,602		125,157		181,011		69,720		(275,090)		100,798
Long term debt		322,022		—		—		—		322,022		314,954		—		66		—		315,020
Deferred and non-current income taxes		45,759		10,615		937		(35,640)		21,671		65,955		(5,804)		(654)		(39,511)		19,986
Other non-current liabilities		14,056		70,965		16,271		—		101,292		26,323		39,844		19,465		—		85,632
Stockholders' equity		55,684		83,440		92,777		(176,217)		55,684		65,234		115,778		104,919		(220,697)		65,234
TOTAL	$	561,274	$	213,910	$	159,290	$	(342,203)	$	592,271	$	597,623	$	330,829	$	193,516	$	(535,298)	$	586,670

	December 31, 2014										December 31, 2015
(In thousands)	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total		Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
ASSETS
Cash and cash equivalents	$	22,710	$	—	$	7,063	$	—	$	29,773	$	12,127	$	—	$	17,632	$	—	$	29,759
Customer and other receivables, net		35,630		20,994		6,543		403		63,570		34,900		14,348		16,366		366		65,980
Intercompany receivables		191,272		5,086		53,055		(249,413)		—
Intercompany receivable (payable)												123,479		67,504		58,430		(249,413)		—
Inventories		18,693		21,352		3,423		(403)		43,065		20,352		19,169		8,637		(366)		47,792
Other current assets		4,970		3,386		5,116		—		13,472		3,689		2,957		1,753		—		8,399
Total current assets		273,275		50,818		75,200		(249,413)		149,880		194,547		103,978		102,818		(249,413)		151,930
Property, plant and equipment, net		78,603		101,648		31,932		—		212,183		78,527		95,526		50,709		—		224,762
Goodwill		96,283		4,414		—		—		100,697		96,283		—		—		—		96,283
Other intangible assets, net		115,465		2,498		—		—		117,963		109,461		2,330		—		—		111,791
Investments in and advances to subsidiaries and affiliates		128,372		—		—		(128,372)		—		221,676		—		—		(221,676)		—
Other non-current assets		3,118		3,774		10,807		—		17,699		2,806		345		15,702		—		18,853
TOTAL	$	695,116	$	163,152	$	117,939	$	(377,785)	$	598,422	$	703,300	$	202,179	$	169,229	$	(471,089)	$	603,619
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	15,209	$	31,931	$	9,312	$	—	$	$56,452	$	18,239	$	35,890	$	17,653	$	—	$	71,782
Intercompany payable		249,407		—		6		(249,413)		—		239,042		—		10,371		(249,413)		—
Accrued payroll and compensation		4,002		5,458		1,160		—		10,620		1,485		5,448		2,299		—		9,232
Accrued interest payable		12,428		—		—		—		12,428		12,521		—		—		—		12,521
Accrued and other liabilities		4,183		10,060		3,328		—		17,571		4,549		8,792		15,022		—		28,363
Total current liabilities		285,229		47,449		13,806		(249,413)		97,071		275,836		50,130		45,345		(249,413)		121,898
Long term debt		323,234		—		—		—		323,234		304,188		—		66		—		304,254
Deferred and non-current income taxes		41,775		(20,736)		332		—		21,371		17,969		(4,754)		(82)		—		13,133
Other non-current liabilities		14,075		93,245		18,623		—		125,943		34,453		40,575		18,452		—		93,480
Stockholders' equity		30,803		43,194		85,178		(128,372)		30,803		70,854		116,228		105,448		(221,676)		70,854
TOTAL	$	695,116	$	163,152	$	117,939	$	(377,785)	$	598,422	$	703,300	$	202,179	$	169,229	$	(471,089)	$	603,619

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CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three Months Ended September 30, 2015										Three Months Ended March 31, 2016
(In thousands)	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total		Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
Net sales	$	123,912	$	66,262	$	30,576	$	(57,322)	$	163,428	$	111,644	$	59,243	$	33,883	$	(43,828)	$	160,942
Cost of goods sold		117,925		58,200		26,014		(56,974)		145,165		95,662		59,484		34,321		(43,824)		145,643
Gross profit		5,987		8,062		4,562		(348)		18,263
Gross profit (loss)												15,982		(241)		(438)		(4)		15,299
Operating expenses		10,363		369		33		—		10,765		12,300		(66)		647		—		12,881
Income (loss) from operations		(4,376)		7,693		4,529		(348)		7,498		3,682		(175)		(1,085)		(4)		2,418
Other income (expense):
Interest income (expense), net		(8,749)		(47)		547		—		(8,249)		(8,897)		29		467		—		(8,401)
Equity in earnings of subsidiaries		10,038		—		—		(10,038)		—		106		—		—		(106)		—
Other income (expense), net		(384)		—		(758)		—		(1,142)
Income (loss) before income taxes from continuing operations		(3,471)		7,646		4,318		(10,386)		(1,893)
Income tax (benefit) provision		(5,291)		925		695		—		(3,671)
Income (loss) from continuing operations		1,820		6,721		3,623		(10,386)		1,778
Discontinued operations, net of tax		—		—		42		—		42
Net income (loss)	$	1,820	$	6,721	$	3,665	$	(10,386)	$	1,820
Other expense, net												414		—		647		—		1,061
Income (loss) before income taxes												(4,695)		(146)		29		(110)		(4,922)
Income tax provision												49		—		252		—		301
Net loss												(4,744)		(146)		(223)		(110)		(5,223)
Loss attributable to noncontrolling interest												—		—		(479)		—		(479)
Net loss attributable to stockholders											$	(4,744)	$	(146)	$	256	$	(110)	$	(4,744)

Comprehensive income (loss)	$	(1,439)	$	2,866	$	4,735	$	(7,601)	$	(1,439)	$	(5,493)	$	(450)	$	(136)	$	586	$	(5,493)

	Three Months Ended September 30, 2014										Three Months Ended March 31, 2015
(In thousands)	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total		Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
Net sales	$	124,025	$	82,505	$	33,589	$	(56,112)	$	184,007	$	119,499	$	89,243	$	31,770	$	(56,853)	$	183,659
Cost of goods sold		111,184		77,396		31,216		(55,701)		164,095		107,236		82,017		30,027		(56,552)		162,728
Gross profit		12,841		5,109		2,373		(411)		19,912		12,263		7,226		1,743		(301)		20,931
Operating expenses		9,623		204		41		—		9,868		11,303		254		46		—		11,603
Income (loss) from operations		3,218		4,905		2,332		(411)		10,044		960		6,972		1,697		(301)		9,328
Other income (expense):
Interest income (expense), net		(8,695)		(53)		304		—		(8,444)		(8,688)		(54)		392		—		(8,350)
Equity in earnings of subsidiaries		5,385		—		—		(5,385)		—		7,613		—		—		(7,613)		—
Other income (expense), net		(714)		327		(418)		—		(805)		(569)		—		(603)		—		(1,172)
Income (loss) before income taxes from continuing operations		(806)		5,179		2,218		(5,796)		795		(684)		6,918		1,486		(7,914)		(194)
Income tax (benefit) provision		(1,905)		925		570		—		(410)
Income tax provision												(96)		143		339		—		386
Income (loss) from continuing operations		1,099		4,254		1,648		(5,796)		1,205		(588)		6,775		1,147		(7,914)		(580)
Discontinued operations, net of tax		—		—		(106)		—		(106)		—		—		(8)		—		(8)
Net income (loss)	$	1,099	$	4,254	$	1,542	$	(5,796)	$	1,099		(588)		6,775		1,139		(7,914)		(588)
Loss attributable to noncontrolling interest												—		—		—		—		—
Net income (loss)											$	(588)	$	6,775	$	1,139	$	(7,914)	$	(588)

Comprehensive income (loss)	$	1,571	$	4,252	$	1,999	$	(6,251)	$	1,571	$	686	$	6,865	$	2,301	$	(9,166)	$	686

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Nine Months Ended September 30, 2015
(In thousands) Parent
Guarantor
Subsidiaries

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

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

Nine Months Ended September 30, 2014
(In thousands) Parent
Guarantor
Subsidiaries

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

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

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, 2015										Three Months Ended March 31, 2016
(In thousands)	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total		Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	7,571	$	24,632	$	8,375	$	(33,007)	$	7,571
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net loss											$	(4,744)	$	(146)	$	(223)	$	(110)	$	(5,223)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		8,302		14,142		2,882		—		25,326		3,052		4,671		1,223		—		8,946
Amortization – deferred financing costs		1,859		—		—		—		1,859		621		—		—		—		621
Amortization – other intangible assets		6,048		126		—		—		6,174		2,055		14		—		—		2,069
Loss on disposal of assets		256		39		(55)		—		240
Loss (gain) on disposal of assets												146		(133)		86		—		99
Deferred income taxes		(5,299)		435		—		—		(4,864)		14		—		—		—		14
Non-cash stock-based compensation		2,147		—		—		—		2,147
Non-cash share-based compensation												614		—		—		—		614
Equity in earnings of subsidiaries and affiliates		(31,950)		—		—		31,950		—		(106)		—		—		106		—
Change in other operating items		44,418		(52,797)		(36)		1,057		(7,358)		(29,901)		11,962		227		4		(17,708)
Net cash provided by (used in) operating activities		33,352		(13,423)		11,166		—		31,095		(28,249)		16,368		1,313		—		(10,568)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(7,499)		(7,449)		(931)		—		(15,879)		(2,632)		(4,157)		(1,943)		—		(8,732)
Proceeds from notes receivable		3,518		(28,217)		(33,901)		58,600		—		(7)		(3,130)		—		3,137		—
Payments on notes receivable		(26,268)		75,191		32,680		(81,603)		—		9,686		1,254		—		(10,939)		—
Other		—		(1,903)		—		—		(1,903)		1,597		—		(1,597)		—		—
Net cash provided by (used in) investing activities		(30,249)		37,622		(2,152)		(23,003)		(17,782)		8,644		(6,033)		(3,540)		(7,802)		(8,732)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		15,312		64,288		—		(58,600)		21,000		21,529		7		—		(3,137)		18,399
Payments on notes payable		(18,053)		(86,550)		—		81,603		(23,000)		(11,000)		(9,686)		—		10,939		(9,746)
Principal payments on capital leases		—		(1,937)		—		—		(1,937)		—		(656)		—		—		(656)
Other		3,140		—		(3,164)		—		(24)
Net cash provided by (used in) financing activities		399		(24,199)		(3,164)		23,003		(3,961)		10,529		(10,335)		—		7,802		7,997
Net increase in cash and cash equivalents		3,502		—		5,850		—		9,352
Net decrease in cash and cash equivalents												(9,076)		—		(2,227)		—		(11,303)
Cash and cash equivalents, beginning of period		22,710		—		7,063		—		29,773		12,127		—		17,632		—		29,759
Cash and cash equivalents, end of period	$	26,212	$	—	$	12,913	$	—	$	39,125	$	3,051	$	—	$	15,405	$	—	$	18,456

	Nine Months Ended September 30, 2014										Three Months Ended March 31, 2015
(In thousands)	Parent Company		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total		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	$	(588)	$	6,775	$	1,139	$	(7,914)	$	(588)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		8,335		13,446		3,126		—		24,907		2,863		4,681		1,013		—		8,557
Amortization – deferred financing costs		1,859		—		—		—		1,859		620		—		—		—		620
Amortization – other intangible assets		5,971		126		—		—		6,097		1,997		42		—		—		2,039
(Gain) loss on disposal of assets		580		62		27		—		669		17		(18)		—		—		(1)
Deferred income taxes		(2,195)		925		678		—		(592)		30		—		—		—		30
Non-cash stock-based compensation		1,831		—		—		—		1,831
Non-cash share-based compensation												663		—		—		—		663
Equity in earnings of subsidiaries and affiliates		(20,377)		—		—		20,377		—		(7,613)		—		—		7,613		—
Change in other operating items		14,837		(41,354)		(3,212)		411		(29,318)		(11,688)		(8,972)		(1,451)		301		(21,810)
Net cash provided by (used in) operating activities		13,662		(12,032)		6,644		—		8,274		(13,699)		2,508		701		—		(10,490)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(8,350)		(11,977)		(407)		—		(20,734)		(2,388)		(1,387)		(296)		—		(4,071)
Proceeds from notes receivable		36,698		(106,680)		(33,946)		103,928		—		(24,726)		(9,691)		—		34,417		—
Payment on notes receivable		(34,517)		71,408		32,725		(69,616)		—		37,197		21,683		—		(58,880)		—
Other		(671)		1,235		—		—		564		3,164		—		(3,164)		—		—
Net cash provided by (used in) investing activities		(6,840)		(46,014)		(1,628)		34,312		(20,170)		13,247		10,605		(3,460)		(24,463)		(4,071)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		19,041		94,887		—		(103,928)		10,000		20,691		24,726		—		(34,417)		11,000
Payments on notes payable		(42,775)		(36,841)		—		69,616		(10,000)		(29,683)		(37,197)		—		58,880		(8,000)
Other		—		—		—		—		—		—		(642)		—		—		(642)
Net cash provided by (used in) financings activities		(23,734)		58,046		—		(34,312)		—		(8,992)		(13,113)		—		24,463		2,358
Net increase (decrease) in cash and cash equivalents		(16,912)		—		5,016		—		(11,896)
Net decrease in cash and cash equivalents												(9,444)		—		(2,759)		—		(12,203)
Cash and cash equivalents, beginning of period		31,018		—		2,408		—		33,426		22,710		—		7,063		—		29,773
Cash and cash equivalents, end of period	$	14,106	$	—	$	7,424	$	—	$	21,530	$	13,266	$	—	$	4,304	$	—	$	17,570

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Note 1112 – Changes in Accumulated Other Comprehensive Income (Loss) by Component

Defined
Benefit Pension

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

Defined
Benefit Pension

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

(In thousands)	Pension Plan		Post Retirement Plan		Foreign Exchange		Total
Balance as of December 31, 2015	$	(35,355)	$	17,855	$	75	$	(17,425)
Amounts reclassified from accumulated other comprehensive loss:
Actuarial costs (reclassified to salaries, wages, and benefits)		168		(271)		—		(103)
Prior service costs (reclassified to salaries, wages, and benefits)		11		(30)		—		(19)
Foreign currency translation		(628)		(222)		14		(836)
Tax expense		157		52		—		209
Other comprehensive income (loss), net of tax		(292)		(471)		14		(749)
Balance as of March 31, 2016	$	(35,647)	$	17,384	$	89	$	(18,174)

Defined
Benefit Pension

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

Defined
Benefit Pension

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

(In thousands)	Pension Plan		Post Retirement Plan		Total
Balance as of December 31, 2014	$	(40,160)	$	(9,478)	$	(49,638)
Amounts reclassified from accumulated other comprehensive loss:
Actuarial costs (reclassified to salaries, wages, and benefits)		311		101		412
Prior service costs (reclassified to salaries, wages, and benefits)		11		(9)		2
Foreign currency translation related to pension and postretirement plans		885		321		1,206
Tax expense		(256)		(90)		(346)
Other comprehensive income (loss), net of tax		951		323		1,274
Balance as of March 31, 2015	$	(39,209)	$	(9,155)	$	(48,364)

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~~Note 12 - Subsequent Events~~

~~Amendment to Post-Retirement Benefits~~

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

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Item 2.

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

The accompanying unaudited condensed consolidated financial statements are prepared in conformity with U.S. GAAP and such principles are applied on a basis consistent with the information reflected in our Annual Report on Form 10-K for the year ended December 31, ~~2014~~2015 filed with the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations promulgated by the SEC. In the opinion of management, the interim financial information includes all adjustments and accruals, consisting primarily of normal recurring adjustments, which are necessary for a fair presentation of results for the respective interim periods. The results of operations for the three ~~and nine~~ months ended ~~September 30, 2015~~March 31, 2016 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, ~~2015~~2016 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 believe we are ~~a leading North American manufacturer~~one of the largest manufacturers and ~~supplier~~suppliers of commercial vehicle ~~components.~~components in North America and are one of the leading steel wheel manufacturers in Europe. 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, Brillion, and ~~Brillion.~~Gianetti. 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 and European heavy- and medium-duty truck ~~OEMs as well as commercial trailer~~ OEMs.

Our diversified customer base includes ~~substantially all~~a large number of the leading commercial vehicle OEMs, such as Daimler Truck North America, LLC ("DTNA"), with its Freightliner and Western Star brand trucks, PACCAR, Inc., with its Peterbilt and Kenworth brand trucks, Navistar, Inc., with its International brand trucks, and ~~Volvo/Mack,~~Volvo Group North America, with its Volvo and Mack brand trucks, Daimler Trucks Europe, with its Mercedes brand trucks, Volvo Group Europe, with its Volvo and Renault brand trucks, Industrial Vehicle Corporation ("Iveco") with its Iveco brand trucks, and MAN Commercial Vehicles, with its MAN brand trucks. Our primary commercial trailer customers include leading commercial trailer OEMs, such as Great Dane Limited Partnership, ~~Wabash National, Inc., and~~ Utility Trailer Manufacturing ~~Company. Our largest aftermarket customer is Advanced Wheel Sales, LLC.~~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 is manufactured in ~~eight~~ten strategically located, ~~technologically-advanced~~technologically advanced facilities across the United States, ~~Mexico~~Canada, Italy and ~~Canada.~~Mexico.

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

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Our markets and those of our customers are becoming increasingly competitive as the global, ~~and~~ North American, and European economic recoveries remain modest. In the North American commercial vehicle market, OEMs are competing to maintain or increase market share in the face of evolving regulations, increasing customer emphasis on light weight and fuel efficient platforms and an economic recovery that is holding new equipment purchases at or near replacement levels. Shifts in the market share held by each of our OEM customers impact our business to varying degrees depending on whether our products are designated as standard or optional equipment on the various platforms at each OEM. Approximately 70 percent of our global wheel business is tied to the OEM market with the remaining 30 percent tied to the aftermarket. Approximately 7580 percent of our Gunite business is tied to the North American Aftermarket, with the remaining 2520 percent tied to the North American Class 8 OEM segment. We are also continuing to see the ~~impacts~~impact of low cost country sourced products in our markets, which has particularly impacted the aftermarket for steel wheels and brake drums. Further, broader economic weaknesses in industrial manufacturing, agriculture, mining, and oil and gas exploration impacted our Brillion business through reduced customer orders beginning in March 2015. We expect that ~~recent~~the substantial reductions in commodity prices that occurred in 2015 will continue to impact demand in Brillion's end markets in ~~2015 and continue into~~ 2016.

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In response to these conditions, we are working to continue to increase our market share and to control costs while positioning our businesses to compete at current demand levels and maintain capacity to meet ~~further~~future recoveries in our end markets. Specifically, we have taken actions to align our cost run-rate to the anticipated lower volumes by adjusting our plant schedules and staffing levels. In addition, we are agressively managing corporate selling, general and administrative spending for 2016, lowering our capital expenditures by $5 million. We also continue to implement lean manufacturing practices across our facilities and our functional/administrative areas, which have resulted in significant reductions in working capital. These reductions have freed up cash for other opportunities and priorities. We ~~are also committed and focused on driving these lean practices into our functional/administrative areas. We~~ have completed ~~substantially~~ all of our previously disclosed capital investment projects in North America that have selectively increased our manufacturing capacity on core products, reduced labor and manufacturing costs and improved product quality. Additionally, we have introduced and will continue to develop and roll-out new products and technologies that we believe offer better value to customers. Further, we have been pursuing new business opportunities with both OEM and aftermarket customers and will work towards increasing our market share at OEMs by developing our relationships with large fleets in order to "pull through" our products when fleets order new equipment. We continue to monitor competition from products manufactured in low cost countries and will take steps to combat unfair trade practices, as warranted, such as filing anti-dumping petitions with the United States government.

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

We believe that cash from operations, existing cash reserves, and our ABL revolving credit facility will provide adequate funds for our working capital needs, planned capital expenditures and cash interest payments through ~~2015~~2016 and the foreseeable future.

Results of Operations

The following tables set forth certain income statement information for Accuride for the three months ended ~~September 30, 2015~~March 31, 2016 and ~~September 30, 2014:~~March 31, 2015:

	Three Months Ended September 30,				Three Months Ended March 31,
(In thousands)	2015		2014		2016		2015
Net sales	$	163,428	$	184,007	$	160,942	$	183,659
Cost of goods sold		145,165		164,095		145,643		162,728
Gross profit		18,263		19,912		15,299		20,931
Operating expenses		10,765		9,868		12,881		11,603
Income from operations		7,498		10,044		2,418		9,328
Interest expense, net		(8,249)		(8,444)		(8,401)		(8,350)
Other loss, net		(1,142)		(805)
Income tax benefit		(3,671)		(410)
Other income (loss), net						1,061		(1,172)
Income tax expense						301		386
Income from continuing operations		1,778		1,205		(5,223)		(580)
Discontinued operations, net of tax		42		(106)		-		(8)
Net Income	$	1,820	$	1,099
Net loss						(5,223)		(588)
Net loss attributable to noncontrolling interest						(479)		—
Net loss attributable to stockholders					$	(4,744)	$	(588)

Net Sales

	Three Months Ended September 30,				Three Months Ended March 31,
(In thousands)	2015		2014		2016		2015
Wheels	$	101,833	$	106,685	$	105,383	$	108,336
Gunite		43,823		42,357		38,713		37,740
Brillion		17,772		34,965		16,846		37,583
Total	$	163,428	$	184,007	$	160,942	$	183,659

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~~Table of Contents~~

Net sales for the three months ended ~~September 30, 2015,~~March 31, 2016, were ~~$163.4~~$160.9 million, ~~which~~down $22.7 million, or 12.4 percent, from the same period a year ago. The decrease, was ~~a decrease~~driven by $19.4 million related to the continued softness in demand at our Brillion business unit, $12.8 million in pricing related to the pass-through of ~~11.2 percent, compared~~lower raw material costs and $4.9 million due to lower demand in North American wheels. Partially offsetting those decreases were $10.4 million in net sales of $184.0 million for the three months ended September 30, 2014. Of the total decrease, approximately $16.0 million was attributable to decreased volume demand due within our Brillion segment's end markets, $0.9 million was due to decreased production volume from our Wheels' OEM customers, and $8.2 was related to ~~pricing decreases that reflect a pass-through~~our majority investment in Gianetti Ruote and $4.0 million from increased market share at Gunite.

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Table of ~~fluctuating raw material and commodity costs. The total decrease was partially offset by a $4.5 million increase in demand for our brake drum products.~~Contents

Net sales for our Wheels segment decreased ~~4.5~~2.7 percent during the three months ended ~~September 30, 2015~~March 31, 2016 compared to the same period in ~~2014~~2015 primarily due to decreased production volume from our OEM customers and ~~decreased demand from~~ aftermarket ~~customers.~~customers, partially offset with new European sales. Net sales for our Gunite segment increased ~~3.5~~2.6 percent primarily due to increased market share of aftermarket drums partially offset by ~~decreased demand for hub-related assemblies and~~ lower year-over-year pricing primarily related to a pass-through of lower raw material and commodity costs. Our Gunite products have a higher concentration of aftermarket demand, primarily due to the brake drum products that Gunite produces, which are replaced more often than our other products. Our Brillion segment's net sales decreased by ~~49.2~~55.2 percent due to lower demand in industrial manufacturing, agriculture, mining, and oil and gas markets stemming from recent substantial reductions in commodity prices.

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

	For the Three Months Ended September 30,		For the Three Months Ended March 31,
	2015	2014	2016	2015
Class 8	83,005	79,642	64,027	79,320
Classes 5-7	60,449	57,781	63,798	56,646
Trailer	81,538	73,028	73,754	73,987

European commercial vehicle industry production builds as reported by LMC Automotive Limited were as follows:

	For the Three Months Ended March 31,
	2016	2015
European Heavy Trucks (>16t)	103,740	96,321
European Medium Trucks (3.5lt-16t)	23,413	22,280
Trailers	76,560	70,445

While we serve the commercial vehicle aftermarket segment, there is no industry data to compare our aftermarket sales to industry demand from period to period. Approximately 70 percent of our global Wheels business is tied to the OEM markets, with the remaining 30 percent tied to the aftermarket. Approximately 7580 percent of our Gunite business is tied to the North American Aftermarket, with the remaining 2520 percent tied to the North American Class 8 segment. We expect to continue to experience competition from low-cost country sourced products that compete with products produced by our Wheels and Gunite operating segments. We expect ~~softness~~that the substantial reductions in commodity prices that occurred in 2015 will continue to impact demand in Brillion's end markets ~~for the remainder of 2015 and into 2016 given the current outlook~~ in ~~the oil and gas, agriculture and global mining industries and existing commodity pricing.~~ 2016.

Cost of Goods Sold

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

	Three Months Ended September 30,				Three Months Ended March 31,
(In thousands)	2015		2014		2016		2015
Raw materials	$	74,030	$	83,451	$	67,167	$	83,902
Depreciation		8,386		8,447		8,937		8,541
Labor and other overhead		62,749		72,197		69,539		70,285
Total	$	145,165	$	164,095	$	145,643	$	162,728

Raw materials costs decreased by ~~$9.4~~$16.7 million, or ~~11.3~~19.9 percent, during the three months ended ~~September 30, 2015~~March 31, 2016 due to decreased production volume and decreased raw material commodity costs.

Labor and overhead costs decreased by ~~$9.4~~$0.7 million, or ~~13.1~~1.1 percent, primarily due to decreased ~~production at~~demand for our ~~Brillion segment,~~products, coupled with continued efficiencies gained through operational lean manufacturing initiatives. ~~The decreased~~This decrease is partially offset by increases in production at ~~our Brillion segment is due to decreased demand within the industrial manufacturing, agriculture, mining, and oil and gas markets that it serves.~~

~~Operating Expenses~~

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

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

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Operating Expenses

	Three Months Ended March 31,
(In thousands)	2016		2015
Selling, general, and administrative	$	8,653	$	7,995
Research and development		2,150		1,563
Depreciation and amortization		2,078		2,045
Total	$	12,881	$	11,603

Operating expenses increased by $1.3 million in 2016 compared to the same period in 2015. This increase was related to selling, general and administrative from Gianetti facility, calendar timing of spending on North America selling, general and administrative costs, year-over-year increases in research and development, one-time severance costs associated with corporate cost reductions, and the continued pursuit of appropriate strategic growth initiatives.

Operating Income (Loss)

	Three Months Ended September 30,				Three Months Ended March 31,
(In thousands)	2015		2014		2016		2015
Wheels	$	13,715	$	11,847	$	11,150	$	13,252
Gunite		5,061		4,149		3,059		2,741
Brillion		(3,650)		1,680		(3,369)		2,196
Corporate/Other		(7,628)		(7,632)		(8,422)		(8,861)
Total	$	7,498	$	10,044	$	2,418	$	9,328

Operating income for the Wheels segment was ~~13.5~~10.6 percent of its net sales for the three months ended ~~September 30, 2015~~March 31, 2016 compared to ~~11.1~~12.2 percent for the three months ended ~~September 30, 2014.~~March 31, 2015. This ~~increased~~decreased operating income is a result of reduced ~~raw material costs~~North American sales and ~~operating efficiencies in excess of reduced~~lower margin European sales.

Operating income for the Gunite segment was ~~11.5~~7.9 percent of its net sales for the three months ended ~~September 30, 2015~~March 31, 2016 and ~~9.8~~7.3 percent for the three months ended ~~September 30, 2014.~~March 31, 2015. During the three months ended ~~September 30, 2015,~~March 31, 2016, Gunite showed higher contribution on relatively flat sales due mainly to savings created by operational efficiencies in the form of annual continuous improvement initiatives, coupled with decreased raw material commodity costs.

The operating loss for the Brillion segment was ~~20.5~~20.0 percent of its net sales for the three months ended ~~September 30, 2015~~March 31, 2016 compared to ~~4.8~~5.8 percent of income for same period in ~~2014~~2015 primarily due to volume decreases resulting from weakening oil and gas, agriculture, and global mining related ~~sales in the third quarter of 2015.~~sales.

The operating loss for the Corporate segment was ~~4.7~~5.2 percent of consolidated net sales for the three months ended ~~September 30, 2015~~March 31, 2016 as compared to ~~4.1~~4.8 percent for the comparative period in ~~2014.~~2015. This increase was related to ~~growth~~calendar timing of spending on North America selling, general, and administrative costs and one-time severance costs associated with corporate cost reductions.

Impairment

During 2015, the Brillion reporting unit experienced declining sales due to the overall market conditions of the industries it serves. Based on Brillion's 2015 financial performance and its end market customer projections as of yearend, management determined that a triggering event had occurred and performed an additional step one goodwill impairment analysis as of December 31, 2015. The Wheels reporting unit passed and the Brillion reporting unit failed the step one test. Brillion's failure of the step one test indicated that goodwill was impaired and a step two analysis was performed to determine the amount of the impairment. Management completed the step two analysis, resulting in the Company recognizing goodwill impairment charges of $4.4 million (the entire carrying amount of goodwill at Brillion) in the statement of operations and comprehensive loss for the year ended December 31, 2015. Based on the impairment test for December 31, 2014, no goodwill impairment was recognized.

The Wheels reporting unit, which has $96.3 million of goodwill recorded as of December 31, 2015, passed the step one test at both the annual measurement testing date, November 30, 2015, and the December 31, 2015 testing date. As of December 31, 2015, the Wheels reporting unit fair value was estimated to be four percent 4% in excess of its carrying value. The valuation for the Wheels reporting unit is significantly driven by projected builds for Class 5-8 and Trailers for the North American commercial vehicle industry. A sustained, long-term decline in projected builds for these trucks and trailers could have a significant impact on the Wheels reporting unit's ability to pass the step one test in future periods.

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Due to the cyclical nature of the North American commercial vehicle industry and our ~~sales and marketing area as well as year-over-year increases in research and development.~~other end-markets, along with other economic trends, the Company has continued to closely monitor the performance of the Wheels reporting unit for indication of potential impairment. As of March 31, 2016 the Company concluded that there was no indication of impairment to its Wheels reporting unit Goodwill. With that said, the Company will continue to closely monitor the performance of the Wheels reporting unit for any further indication of potential impairment.

Interest Expense

Net interest expense ~~decreased by $0.2 million to $8.2 million in the three months ended September 30, 2015 from~~remained flat at $8.4 million for the three months ended ~~September 30, 2014 due to net decreased debt from 2014 to~~March 31, 2016 and March 31, 2015.

Income Tax Provision

We recognized an income tax ~~benefit~~expense of ~~$3.7~~$0.3 million and $0.4 in the three months ended ~~September 30,~~March 31, 2016, and March 31, 2015, ~~compared to an income tax benefit of $0.4 million for the three months ended September 30, 2014.~~respectively.

Our effective tax rate is ~~193.9~~(6.1) percent and ~~(51.6)~~(199.0) percent for the three months ended ~~September 30,~~March 31, 2016 and 2015, ~~and 2014,~~ respectively. The effective tax rate for the quarter is impacted by the relative impact of discrete items, which are accounted for as they occur, as well as the recognition of a full valuation against deferred tax assets for our U.S. operations, and the exception provided in ASC740, Accounting for Income Taxes, which is discussed below.

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.

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

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

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

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

~~Net Sales~~

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

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

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

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

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

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

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~~Cost of Goods Sold~~

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

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

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

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

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

~~Operating Expenses~~

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

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

~~Operating Income (Loss)~~

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

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

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

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

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~~Table of Contents~~

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

~~Interest Expense~~

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

~~Income Tax Provision~~

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

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

Changes in Financial Condition

As of ~~September 30, 2015,~~March 31, 2016, we had total assets of ~~$592.3~~$586.7 million, compared to total assets of ~~$598.4~~$603.6 million at December 31, ~~2014.~~2015. The ~~$6.2~~$16.9 million, or ~~1.0%~~2.8%, decrease in total assets primarily resulted from changes in ~~our long term assets.~~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 define working capital as current assets (excluding cash) less current liabilities. We require working capital investment to maintain our position as a leading manufacturer and supplier of commercial vehicle components. We continue to strive to align our working capital investment with our customers' purchase requirements and our production schedules.

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~~Table of Contents~~

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

(In thousands)	September 30, 2015		December 31, 2014		March 31, 2016		December 31, 2015
Accounts receivable	$	63,735	$	63,570
Receivables					$	72,275	$	65,980
Inventories		36,695		43,065		40,923		47,792
Deferred income taxes (current)		2,687		2,687
Other current assets		8,504		10,785		7,849		8,399
Accounts payable		(59,892)		(56,452)		(59,701)		(71,782)
Accrued payroll and compensation		(8,032)		(10,620)		(11,262)		(9,232)
Accrued interest payable		(5,073)		(12,428)		(5,124)		(12,521)
Accrued workers compensation		(2,879)		(3,137)		(2,749)		(3,133)
Short-term debt obligations						(8,689)		(10,286)
Other current liabilities		(15,726)		(14,434)		(13,273)		(14,944)
Working capital	$	20,019	$	23,036	$	20,249	$	273

Significant changes in working capital included:

an increase in receivables of $6.3 million due to increased sales the last month of the quarter;

a decrease in inventory of ~~$6.4~~$6.9 million due to ~~lean manufacturing initiatives;~~planned inventory reductions for the quarter;

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

~~an increase in~~ accounts payable of ~~$3.4~~$12.1 million primarily due to timing of purchases leading into the end of the respective periods;

~~a decrease~~an increase in accrued payroll and compensation of ~~$2.6~~$2.0 million primarily due to the reduction of bonus accruals; ~~and~~

a decrease in interest payable of $7.4 million primarily due to the semi-annual interest payment in ~~August 2015.~~February 2016; and

a decrease in short-term debt of $1.6 million primarily due to the reduction in factoring payable reflected on the balance sheet.

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Capital Resources and Liquidity

Our primary sources of liquidity during the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 were cash from operations and cash reserves. We believe that cash from operations, existing cash reserves, and our ABL facility will provide adequate funds for our working capital needs, planned capital expenditures and cash interest payments through ~~2015~~2016 and the foreseeable future.

As of ~~September 30, 2015,~~March 31, 2016, we had ~~$39.1~~$18.5 million of cash plus ~~$42.1~~$43.3 million in availability under our ABL Facility for a total liquidity of ~~$81.2~~$61.8 million. As of December 31, ~~2014,~~2015, we had $29.8 million in cash plus ~~$40.5~~$46.8 million in availability under our ABL credit facility for total liquidity of ~~$70.3~~$76.6 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 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~~used in operating activities during the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 amounted to ~~$31.1~~$10.6 million compared to ~~$8.3~~cash used in operations of $10.5 million for the period ended ~~September 30, 2014.~~March 31, 2015. The cash ~~provided by~~used in operating activities inwas flat versus the ~~first nine months of 2015~~previous year and was a result of our ~~positive~~lower net income ~~without an increased demand~~for the quarter (volume driven) being offset by planned reductions in ~~working capital.~~ inventory for the quarter.

Investing Activities

Net cash used in investing activities totaled ~~$17.8~~$8.7 million for the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 compared to a use of ~~$20.2~~$4.1 million for the period ended ~~September 30, 2014.~~March 31, 2015. Our most significant cash outlays for investing activities are the purchases of property, plant and equipment. ~~In this category, the Company spent $15.9 million during the nine months ended September 30, 2015, compared to $20.7 million during the nine months ended September 30, 2014.~~ Capital expenditures for ~~2015~~2016 are currently expected to be ~~approximately $25 million to $28~~around $30 million, which we expect to fund through existing cash from operations, cash reserves, or from our ABL facility.

Financing Activities

Net cash ~~used in~~provided by financing activities for the ~~nine~~three months ended ~~September 30, 2015~~March 31, 2016 was ~~$4.0~~$8.0 million compared to ~~$0.0~~$2.4 million for the ~~nine~~three months ended ~~September 30, 2014.~~March 31, 2015. The increase in cash used ~~resulted primarily from payments made and~~reflects larger draws on ~~our ABL~~the facility ~~during 2015 compared~~ to ~~2014.~~

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finance current quarter needs.

Bank Borrowing

The ABL Facility

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

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

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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.

Italy Bank Credit Lines

As of March 31, 2016, the Gianetti business unit utilized bank credit lines totaling a combined limit of €7.6 million ($8.7 million). These credit lines provide liquidity to Gianetti for supplier payments, payroll, taxes and other disbursements. Accounts receivable receipts from customers are also deposited to these credit lines to reduce the outstanding balance. The average interest rate for all credit lines, determined per calculations as set forth in the bank agreements, equals 3.6%. Interest is paid monthly. Credit lines are classified as short term due to the agreements allowing for termination with notice by either party.

Restrictive Debt Covenants.

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

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Off-Balance Sheet Arrangements.

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

Critical Accounting Policies and Estimates.

We have made a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. We included in our Form 10-K for the year ended December 31, ~~2014~~2015 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.

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Cautionary Statements Regarding Forward-Looking Statements

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

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

~~a reversal of recent improvements~~changes in ~~or less robust than anticipated~~ commercial vehicle industry ~~recovery~~build rates and demand in ~~2015~~2016 and ~~2016~~2017 could have a material adverse effect on our business;

further demand reductions in the global oil and gas, industrial, mining, and agricultural industries in ~~2015~~2016 and ~~2016~~2017 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~~matters;

failure to comply with the obligations, including applicable financial ratios and tests, contained in the debt agreements could result in an event of default, and possibly the acceleration of the related debt and the acceleration of debt under other instruments evidencing debt that may contain cross-acceleration or cross-default provisions;

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

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

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

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

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

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

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

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

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

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

For further information, refer to the business description and additional risk factors sections included in our Form 10-K for the year ended December 31, ~~2014,~~2015, 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, Euro, and Mexican Peso. From time to time, we use foreign currency financial instruments to offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities. ~~At September 30, 2015, there were open foreign exchange contracts of $4.2 million.~~ The counterparty to the foreign exchange contracts is a financial institution with an investment grade credit rating. The use of forward contracts protects our cash flows against unfavorable movements in exchange rates, to the extent of the amount under contract. At March 31, 2016, there were no open foreign exchange contracts.

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

Raw Material/Commodity Price Risk

We rely upon the supply of certain raw materials and commodities in our production processes, and we have entered into firm purchase commitments for certain metals and natural gas. Additionally, from time to time, we use commodity price swaps and futures contracts to manage the variability in certain commodity prices on our operations and cash flows. At ~~September 30, 2015~~March 31, 2016 we had no open commodity price swaps or futures contracts.

Interest Rate Risk

We use ~~long-term~~ debt as a primary source of capital. The following table presents the principal cash repayments and related weighted average interest rates by maturity date for our long-term fixed-rate debt and other types of ~~long-term~~ debt at ~~September 30, 2015:~~March 31, 2016:

(Dollars in thousands)	2015		2016		2017		2018		2019		Thereafter		Total		Fair Value		2016		2017		2018		2019		2020		Thereafter		Total		Fair Value
Long-term Debt:
Fixed Rate		—		—		—	$	310,000		—		—	$	310,000	$	316,975
Fixed Rate Debt																		—		—	$	310,000		—		—		—	$	310,000	$	293,059
Average Rate		—		—		—		9.5%		—		—		9.5%				—		—		9.5 %		—		—		—		9.5%
Variable Rate		—		—		—	$	15,000		—		—	$	15,000	$	15,000
Variable Rate Debt																		—		—	$	10,250		—		—		—	$	10,250	$	10,250
Average Rate		—		—		—		2.7%		—		—		2.7%				—		—		2.4 %		—		—		—		2.4%
Short-term Debt:
Variable Rate Debt																	$	6,400		—		—		—		—		—	$	6,400	$	6,400
Average Rate																		3.6 %		—		—		—		—		—		3.6%

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Item 4.

Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting

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

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PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

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

Item 6.

Exhibits

Exhibit No.		Description

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

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10.1*	—	Form of Performance Bonus Agreement (2016). Previously filed as an exhibit to Form 8-K filed on March 16, 2016 and incorporated herein by reference.
10.2*	—	Form of Time-Vesting Cash Bonus Agreement (2016). Previously filed as an exhibit to Form 8-K filed on March 16, 2016 and incorporated herein by reference.
10.3*	—	Form of Time-Vesting Cash Bonus Agreement – Non-Employee Director (2016). Previously filed as an exhibit to Form 8-K filed on March 16, 2016 and incorporated herein by reference.
31.1†	—	Section 302 Certification of Richard F. Dauch in connection with the Quarterly Report on Form 10-Q on Accuride Corporation for the period ended ~~September 30,2015.~~March 31, 2016.
31.2†	—	Section 302 Certification of ~~Gregory~~Michael A. ~~Risch~~Hajost in connection with the Quarterly Report on Form 10-Q of Accuride Corporation for the period ended ~~September 30, 2015.~~March 31, 2016.
32.1††	—	Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
101.INS†	—	XBRL Instance Document
101.SCH†	—	XBRL Taxonomy Extension Schema Document
101.CAL†	—	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB†	—	XBRL Taxonomy Extension Label Linkbase Document
101.PRE†	—	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF†	—	XBRL Taxonomy Extension Definition Linkbase Document

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

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SIGNATURES

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

ACCURIDE CORPORATION

/s/ RICHARD F. DAUCH		Dated: ~~November 2, 2015~~May 3, 2016
Richard F. Dauch
President and Chief Executive Officer
(Principal Executive Officer)

/s/ ~~GREGORY~~MICHAEL A. ~~RISCH~~HAJOST		Dated: ~~November 2, 2015~~May 3, 2016
~~Gregory~~Michael A. ~~Risch~~Hajost
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

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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)

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(In thousands except per share data)	2015		2014		2015		2014		2016		2015
Numerator:
Net income from continuing operations	$	1,778	$	1,205	$	7,322	$	3,029
Net income (loss) from discontinued operations		42		(106)		249		(208)
Net income	$	1,820	$	1,099	$	7,571	$	2,821
Loss from continuing operations									$	(4,744)	$	(580)
Income (Loss) from discontinued operations										—		(8)
Net loss									$	(4,744)	$	(588)
Denominator:
Weighted average shares outstanding – Basic		48,015		47,749		47,943		47,694		48,100		47,822
Weighted average shares outstanding – Diluted		49,422		49,042		48,844		48,531
Weighted average shares outstanding - Diluted										48,100		47,822

Basic income per common share
Basic loss per common share:
From continuing operations	$	0.04	$	0.02	$	0.15	$	0.06	$	(0.10)	$	(0.01)
From discontinued operations		—		—		0.01		—		—		—
Basic income per common share	$	0.04	$	0.02	$	0.16	$	0.06
Basic loss per common share									$	(0.10)	$	(0.01)

Diluted income per common share
Diluted loss per common share
From continuing operations	$	0.04	$	0.02	$	0.15	$	0.06	$	(0.10)	$	(0.01)
From discontinued operations		—		—		0.01		—		—		—
Diluted income per common share	$	0.04	$	0.02	$	0.16	$	0.06
Diluted loss per common share									$	(0.10)	$	(0.01)

Accounts receivable	$	11,063
Inventory		6,571
Other current assets		41
Property, plant and equipment		21,124
Accounts payable		(9,911)
Short term debt		(8,406)
Other current liabilities		(3,364)
Severance indemnity		(2,772)
Long-term debt		(66)
Noncontrolling interest		(14,280)
Total consideration	$	—

	Revenue		Net Loss

Supplemental pro forma financial information for the period ended:
March 31, 2015	$	192,046	$	(2,860)

(In thousands)	September 30, 2015		December 31, 2014		March 31, 2016		December 31, 2015
Raw materials	$	7,137	$	8,244	$	8,765	$	9,836
Work in process		9,242		14,073		12,205		14,135
Finished manufactured goods		20,316		20,748		19,953		23,821
Total inventories	$	36,695	$	43,065	$	40,923	$	47,792

PART I – FINANCIAL INFORMATION		Page
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Income	4
	Condensed Consolidated Statements of Stockholders' Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2119
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3127
Item 4.	Controls and Procedures	3228
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	3329
Item 6.	Exhibits	3329
Signatures		3531

(In thousands, except for share and per share data)	September 30, 2015		December 31, 2014		March 31, 2016		December 31, 2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	39,125	$	29,773	$	18,456	$	29,759
Customer receivables, net of allowance for doubtful accounts of $521 and $327 in 2015 and 2014, respectively		57,867		56,271
Customer receivables, net of allowance for doubtful accounts of $1,445 and $1,285 in 2016 and 2015, respectively						65,046		58,866
Other receivables		5,868		7,299		7,229		7,114
Inventories		36,695		43,065		40,923		47,792
Deferred income taxes		2,687		2,687
Prepaid expenses and other current assets		8,504		10,785		7,849		8,399
Total current assets		150,746		149,880		139,503		151,930
PROPERTY, PLANT AND EQUIPMENT, net		203,778		212,183		220,472		224,762
OTHER ASSETS:
Goodwill		100,697		100,697		96,283		96,283
Other intangible assets, net		113,692		117,963		109,722		111,791
Deferred financing costs, net of accumulated amortization of $6,148 and $5,077 in 2015 and 2014, respectively		3,965		5,012
Deferred financing costs, net of accumulated amortization of $3,178 and $3,073 in 2016 and 2015, respectively						872		977
Deferred income taxes		2,490		1,289		828		741
Pension asset		11,883		9,518		13,882		12,060
Other		5,020		1,880		5,108		5,075
TOTAL	$	592,271	$	598,422	$	586,670	$	603,619
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	59,892	$	56,452	$	59,701	$	71,782
Accrued payroll and compensation		8,032		10,620		11,262		9,232
Accrued interest payable		5,073		12,428		5,124		12,521
Accrued workers compensation		2,879		3,137		2,749		3,133
Short-term debt obligations						8,689		10,286
Accrued and other liabilities		15,726		14,434		13,273		14,944
Total current liabilities		91,602		97,071		100,798		121,898
LONG-TERM DEBT		322,022		323,234		315,020		304,254
DEFERRED INCOME TAXES		15,067		14,837		13,310		13,133
NON-CURRENT INCOME TAXES PAYABLE		6,604		6,534		6,676		6,676
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY		62,988		82,157		50,720		49,734
PENSION BENEFIT PLAN LIABILITY		29,268		32,348		25,151		26,545
OTHER LIABILITIES		9,036		11,438		9,761		10,525
COMMITMENTS AND CONTINGENCIES (Note 6)		—		—
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, 47,953,555 and 47,718,818 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively, and additional paid-in-capital		444,360		442,631
Common Stock, $0.01 par value; 80,000,000 shares authorized, 48,244,674 and 47,953,555 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively, and additional paid-in-capital						444,605		444,253
Accumulated other comprehensive loss		(34,057)		(49,638)		(18,174)		(17,425)
Accumulated deficiency		(354,619)		(362,190)		(374,568)		(369,824)
Total stockholders' equity		55,684		30,803		51,863		57,004
Noncontrolling interest						13,371		13,850
Total equity						65,234		70,854
TOTAL	$	592,271	$	598,422	$	586,670	$	603,619

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

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

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

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

			As of September 30, 2015						As of December 31, 2014								As of March 31, 2016						As of December 31, 2015
(In thousands)	Weighted Average Useful Lives		Gross Amount		Accumulated Amortization		Carrying Amount		Gross Amount		Accumulated Amortization		Carrying Amount		Weighted Average Useful Lives		Gross Amount		Accumulated Amortization/ Impairment		Carrying Amount		Gross Amount		Accumulated Amortization/ Impairment		Carrying Amount
Goodwill		—	$	100,697	$	—	$	100,697	$	100,697	$	—	$	100,697
Other intangible assets:
Trade names		—	$	25,200	$	—	$	25,200	$	25,200	$	—	$	25,200		—	$	25,200	$	—	$	25,200	$	25,200	$	—	$	25,200
Technology		10.6		41,072		25,483		15,589		39,169		23,158		16,011		10.6		41,273		27,113		14,160		41,273		26,299		14,974
Customer relationships		16.8		127,304		54,401		72,903		127,304		50,552		76,752		16.8		127,304		56,942		70,362		127,304		55,687		71,617
Other intangible assets			$	193,576	$	79,884	$	113,692	$	191,673	$	73,710	$	117,963			$	193,777	$	84,055	$	109,722	$	193,777	$	81,986	$	111,791

(In thousands)																	Pension Benefits				Other Benefits
	For the Three Months Ended September 30,								For the Nine Months Ended September 30,								2016		2015		2016		2015
	Pension Benefits				Other Benefits				Pension Benefits				Other Benefits
(In thousands)	2015		2014		2015		2014		2015		2014		2015		2014
Service cost-benefits earned during the period	$	170	$	270	$	97	$	80	$	526	$	804	$	301	$	252	$	175	$	177	$	69	$	103
Interest cost on projected benefit obligation		2,297		2,624		662		978		7,021		7,975		2,276		2,737		1,869		2,354		452		860
Expected return on plan assets		(2,697)		(3,112)		—		—		(8,254)		(9,480)		—		—		(2,739)		(2,772)		—		—
Amortization of prior service (credit) cost		11		11		(236)		(9)		33		33		(338)		(27)		11		11		(371)		(9)
Amortization of loss		304		57		89		59		935		158		284		216		178		311		77		101
Net periodic benefit cost		85		(150)		612		1,108		261		(510)		2,523		3,178
Other one-time charges		—		—		—		435		—		—		—		435
Total benefit cost charged (credited) to income	$	85	$	(150)	$	612	$	1,543	$	261	$	(510)	$	2,523	$	3,613
Total benefits cost (credited) charged to income																	$	(506)	$	81	$	227	$	1,055

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