- 1416 -

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										June 30, 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	$	17,704	$	—		$	10,127		$	—		$	27,831
Customer and other receivables, net		40,728		16,896		5,763		348		63,735		47,589		15,818			13,595			(6,477	)		70,525
Intercompany receivable		2,834		38,687		88,825		(130,346)		—
Intercompany receivables												120,640		68,426			87,598			(276,664	)		—
Inventories		18,930		15,806		2,307		(348)		36,695		14,496		16,312			8,939			(3	)		39,744
Other current assets		7,165		1,891		2,135		—		11,191		6,324		1,178			885			—			8,387
Total current assets		95,869		73,280		111,943		(130,346)		150,746		206,753		101,734			121,144			(283,144	)		146,487
Property, plant and equipment, net		77,779		95,956		30,043		—		203,778		75,230		90,288			50,693			—			216,211
Goodwill		96,283		4,414		—		—		100,697		96,283		—			—			—			96,283
Other intangible assets, net		109,417		4,275		—		—		113,692		105,351		2,247			—			—			107,598
Investments in and advances to subsidiaries and affiliates		176,217		—		—		(176,217)		—		223,018		—			—			(223,018	)		—
Deferred income taxes		—		35,640		2,490		(35,640)		2,490		37,662		—			834			(37,662	)		834
Other non-current assets		5,709		345		14,814		—		20,868		2,599		345			17,863			—			20,807
TOTAL	$	561,274	$	213,910	$	159,290	$	(342,203)	$	592,271	$	746,896	$	194,614		$	190,534		$	(543,824	)	$	588,220
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	18,315	$	33,133	$	8,444	$	—	$	59,892	$	12,802	$	30,006		$	19,150		$	—		$	61,958
Intercompany payable		94,237		—		36,109		(130,346)		—
Intercompany payables												246,816		—			29,851			(276,667	)		—
Accrued payroll and compensation		923		5,887		1,222		—		8,032		1,955		4,618			3,065			—			9,638
Accrued interest payable		5,073		—		—		—		5,073		12,384		—			—			—			12,384
Accrued and other liabilities		5,205		9,870		3,530		—		18,605		10,114		9,617			14,263			(6,477	)		27,517
Total current liabilities		123,753		48,890		49,305		(130,346)		91,602		284,071		44,241			66,329			(283,144	)		111,497
Long term debt		322,022		—		—		—		322,022		305,220		—			134			—			305,354
Deferred and non-current income taxes		45,759		10,615		937		(35,640)		21,671		64,132		(5,805	)		(654	)		(37,662	)		20,011
Other non-current liabilities		14,056		70,965		16,271		—		101,292		25,909		38,492			19,393			—			83,794
Stockholders' equity		55,684		83,440		92,777		(176,217)		55,684		67,564		117,686			105,332			(223,018	)		67,564
TOTAL	$	561,274	$	213,910	$	159,290	$	(342,203)	$	592,271	$	746,896	$	194,614		$	190,534		$	(543,824	)	$	588,220

	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)		—		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)		—
Intercompany payables												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

- 1517 -

Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three Months Ended September 30, 2015										Three Months Ended June 30, 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	$	115,998		$	59,837		$	36,550		$	(48,269	)	$	164,116
Cost of goods sold		117,925		58,200		26,014		(56,974)		145,165		96,374			57,569			35,181			(48,266	)		140,858
Gross profit		5,987		8,062		4,562		(348)		18,263
Gross profit (loss)												19,624			2,268			1,369			(3	)		23,258
Operating expenses		10,363		369		33		—		10,765		11,216			14			537			—			11,767
Income (loss) from operations		(4,376)		7,693		4,529		(348)		7,498		8,408			2,254			832			(3	)		11,491
Other income (expense):
Interest income (expense), net		(8,749)		(47)		547		—		(8,249)		(8,865	)		(37	)		497			—			(8,405	)
Equity in earnings of subsidiaries		10,038		—		—		(10,038)		—		3,377			—			—			(3,377	)		—
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												58			—			(555	)		—			(497	)
Income (loss) before income taxes												2,978			2,217			774			(3,380	)		2,589
Income tax provision (benefit)												516			(490	)		429			—			455
Net Income (loss)												2,462			2,707			345			(3,380	)		2,134
Loss attributable to noncontrolling interest												—			—			(328	)		—			(328	)
Net income (loss) attributable to stockholders											$	2,462		$	2,707		$	673		$	(3,380	)	$	2,462

Comprehensive income (loss)	$	(1,439)	$	2,866	$	4,735	$	(7,601)	$	(1,439)	$	2,157		$	2,398		$	730		$	(3,128	)	$	2,157

	Three Months Ended September 30, 2014										Three Months Ended June 30, 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	$	135,630		$	78,921		$	32,116		$	(61,287	)	$	185,380
Cost of goods sold		111,184		77,396		31,216		(55,701)		164,095		123,642			67,974			28,737			(60,879	)		159,474
Gross profit		12,841		5,109		2,373		(411)		19,912		11,988			10,947			3,379			(408	)		25,906
Operating expenses		9,623		204		41		—		9,868		11,434			250			38			—			11,722
Income (loss) from operations		3,218		4,905		2,332		(411)		10,044		554			10,697			3,341			(408	)		14,184
Other income (expense):
Interest income (expense), net		(8,695)		(53)		304		—		(8,444)		(8,754	)		(51	)		451			—			(8,354	)
Equity in earnings of subsidiaries		5,385		—		—		(5,385)		—		14,299			—			—			(14,299	)		—
Other income (expense), net		(714)		327		(418)		—		(805)		290			—			(374	)		—			(84	)
Income (loss) before income taxes from continuing operations		(806)		5,179		2,218		(5,796)		795		6,389			10,646			3,418			(14,707	)		5,746
Income tax (benefit) provision		(1,905)		925		570		—		(410)
Income tax provision (benefit)												50			(490	)		62			—			(378	)
Income (loss) from continuing operations		1,099		4,254		1,648		(5,796)		1,205		6,339			11,136			3,356			(14,707	)		6,124
Discontinued operations, net of tax		—		—		(106)		—		(106)		—			—			215			—			215
Net income (loss)	$	1,099	$	4,254	$	1,542	$	(5,796)	$	1,099		6,339			11,136			3,571			(14,707	)		6,339
Loss attributable to noncontrolling interest												—			—			—			—			—
Net income (loss) attributable to stockholders											$	6,339		$	11,136		$	3,571		$	(14,707	)	$	6,339

Comprehensive income (loss)	$	1,571	$	4,252	$	1,999	$	(6,251)	$	1,571	$	23,905		$	28,034		$	3,727		$	(31,761	)	$	23,905

- 1618 -

Table of Contents

	Nine Months Ended September 30, 2015										Six Months Ended June 30, 2016
(In thousands)	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total		Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	379,041	$	234,426	$	94,462	$	(175,462)	$	532,467	$	227,642		$	119,080		$	70,433		$	(92,097	)	$	325,058
Cost of goods sold		348,803		208,191		84,778		(174,405)		467,367		192,036			117,053			69,502			(92,090	)		286,501
Gross profit		30,238		26,235		9,684		(1,057)		65,100
Gross profit (loss)												35,606			2,027			931			(7	)		38,557
Operating expenses		33,100		873		117		—		34,090		23,516			(52	)		1,184			—			24,648
Income (loss) from operations		(2,862)		25,362		9,567		(1,057)		31,010		12,090			2,079			(253	)		(7	)		13,909
Other income (expense):
Interest income (expense), net		(26,191)		(152)		1,390		—		(24,953)		(17,762	)		(8	)		964			—			(16,806	)
Equity in earnings of subsidiaries		31,950		—		—		(31,950)		—		3,483			—			—			(3,483	)		—
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
Other expense, net												472			—			92			—			564
Income (loss) before income taxes												(1,717	)		2,071			803			(3,490	)		(2,333	)
Income tax provision (benefit)												565			(490	)		681			—			756
Net Income (loss)												(2,282	)		2,561			122			(3,490	)		(3,089	)
Loss attributable to noncontrolling interest												—			—			(807	)		—			(807	)
Net income (loss) attributable to stockholders											$	(2,282	)	$	2,561		$	929		$	(3,490	)	$	(2,282	)

Comprehensive income (loss)	$	23,152	$	37,765	$	10,763	$	(48,528)	$	23,152	$	(3,336	)	$	1,948		$	594		$	(2,542	)	$	(3,336	)

	Nine Months Ended September 30, 2014										Six Months Ended June 30, 2015
(In thousands)	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Eliminations		Total		Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	355,600	$	233,339	$	99,912	$	(156,485)	$	532,366	$	255,129		$	168,164		$	63,886		$	(118,140	)	$	369,039
Cost of goods sold		318,350		217,082		92,720		(155,143)		473,009		230,878			149,991			58,764			(117,431	)		322,202
Gross profit		37,250		16,257		7,192		(1,342)		59,357		24,251			18,173			5,122			(709	)		46,837
Operating expenses		29,588		706		146		—		30,440		22,737			504			84			—			23,325
Income (loss) from operations		7,662		15,551		7,046		(1,342)		28,917		1,514			17,669			5,038			(709	)		23,512
Other income (expense):
Interest income (expense), net		(26,118)		(173)		940		—		(25,351)		(17,442	)		(105	)		843			—			(16,704	)
Equity in earnings of subsidiaries		19,446		—		—		(19,446)		—		21,912			—			—			(21,912	)		—
Other income (expense), net		(1,591)		453		(366)		—		(1,504)		(279	)		—			(977	)		—			(1,256	)
Income (loss) before income taxes from continuing operations		(601)		15,831		7,620		(20,788)		2,062		5,705			17,564			4,904			(22,621	)		5,552
Income tax (benefit) provision		(3,422)		1,068		1,387		—		(967)
Income tax provision (benefit)												(46	)		(347	)		401			—			8
Income (loss) from continuing operations		2,821		14,763		6,233		(20,788)		3,029		5,751			17,911			4,503			(22,621	)		5,544
Discontinued operations, net of tax		—		—		(208)		—		(208)		—			—			207			—			207
Net income (loss)	$	2,821	$	14,763	$	6,025	$	(20,788)	$	2,821		5,751			17,911			4,710			(22,621	)		5,751
Loss attributable to noncontrolling interest												—			—			—			—			—
Net income (loss) attributable to stockholders											$	5,751		$	17,911		$	4,710		$	(22,621	)	$	5,751

Comprehensive income (loss)	$	3,766	$	14,738	$	6,956	$	(21,694)	$	3,766	$	24,591		$	34,899		$	6,028		$	(40,927	)	$	24,591

- 1719 -

Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, 2015										Six Months Ended June 30, 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	$	(2,282	)	$	2,561		$	122		$	(3,490	)	$	(3,089	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		8,302		14,142		2,882		—		25,326		6,518			9,330			2,316			—			18,164
Amortization – deferred financing costs		1,859		—		—		—		1,859		1,242			—			—			—			1,242
Amortization – other intangible assets		6,048		126		—		—		6,174		4,110			83			—			—			4,193
Loss on disposal of assets		256		39		(55)		—		240
Loss (gain) on disposal of assets												120			(157	)		94			—			57
Deferred income taxes		(5,299)		435		—		—		(4,864)		495			(490	)		—			—			5
Non-cash stock-based compensation		2,147		—		—		—		2,147
Non-cash share-based compensation												1,069			—			—			—			1,069
Equity in earnings of subsidiaries and affiliates		(31,950)		—		—		31,950		—		(3,483	)		—			—			3,483			—
Change in other operating items		44,418		(52,797)		(36)		1,057		(7,358)		(22,072	)		20,007			(6,763	)		7			(8,821	)
Net cash provided by (used in) operating activities		33,352		(13,423)		11,166		—		31,095		(14,283	)		31,334			(4,231	)		—			12,820

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(7,499)		(7,449)		(931)		—		(15,879)		(4,750	)		(5,479	)		(3,248	)		—			(13,477	)
Proceeds from notes receivable		3,518		(28,217)		(33,901)		58,600		—		(1,578	)		(8,998	)		—			10,576			—
Payments on notes receivable		(26,268)		75,191		32,680		(81,603)		—		17,131			1,580			—			(18,711	)		—
Other		—		(1,903)		—		—		(1,903)
Net cash provided by (used in) investing activities		(30,249)		37,622		(2,152)		(23,003)		(17,782)		10,803			(12,897	)		(3,248	)		(8,135	)		(13,477	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		15,312		64,288		—		(58,600)		21,000		30,234			7			2,728			(12,173	)		20,796
Payments on notes payable		(18,053)		(86,550)		—		81,603		(23,000)		(21,177	)		(17,131	)		(2,754	)		20,308			(20,754	)
Principal payments on capital leases		—		(1,937)		—		—		(1,937)		—			(1,313	)		—			—			(1,313	)
Other		3,140		—		(3,164)		—		(24)
Net cash provided by (used in) financing activities		399		(24,199)		(3,164)		23,003		(3,961)		9,057			(18,437	)		(26	)		8,135			(1,271	)
Net increase in cash and cash equivalents		3,502		—		5,850		—		9,352
Net increase (decrease) in cash and cash equivalents												5,577			—			(7,505	)		—			(1,928	)
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	$	17,704		$	—		$	10,127		$	—		$	27,831

	Nine Months Ended September 30, 2014										Six Months Ended June 30, 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	$	5,751		$	17,911		$	4,710		$	(22,621	)	$	5,751
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		8,335		13,446		3,126		—		24,907		5,558			9,418			1,954			—			16,930
Amortization – deferred financing costs		1,859		—		—		—		1,859		1,239			—			—			—			1,239
Amortization – other intangible assets		5,971		126		—		—		6,097		3,995			84			—			—			4,079
(Gain) loss on disposal of assets		580		62		27		—		669
Loss (gain) on disposal of assets												123			37			(62	)		—			98
Deferred income taxes		(2,195)		925		678		—		(592)		27			(490	)		—			—			(463	)
Non-cash stock-based compensation		1,831		—		—		—		1,831
Non-cash share-based compensation												1,449			—			—			—			1,449
Equity in earnings of subsidiaries and affiliates		(20,377)		—		—		20,377		—		(21,912	)		—			—			21,912			—
Change in other operating items		14,837		(41,354)		(3,212)		411		(29,318)		18,869			(29,152	)		(889	)		709			(10,463	)
Net cash provided by (used in) operating activities		13,662		(12,032)		6,644		—		8,274		15,099			(2,192	)		5,713			—			18,620

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(8,350)		(11,977)		(407)		—		(20,734)		(4,776	)		(3,990	)		(478	)		—			(9,244	)
Proceeds from notes receivable		36,698		(106,680)		(33,946)		103,928		—		(48,107	)		(19,700	)		—			67,807			—
Payment on notes receivable		(34,517)		71,408		32,725		(69,616)		—		67,829			46,892			—			(114,721	)		—
Other		(671)		1,235		—		—		564
Net cash provided by (used in) investing activities		(6,840)		(46,014)		(1,628)		34,312		(20,170)		14,946			23,202			(478	)		(46,914	)		(9,244	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		19,041		94,887		—		(103,928)		10,000		35,700			48,107			—			(67,807	)		16,000
Payments on notes payable		(42,775)		(36,841)		—		69,616		(10,000)		(69,892	)		(67,829	)		—			114,721			(23,000	)
Principal payments on capital leases												3,164			(1,288	)		(3,164	)		—			(1,288	)
Other		—		—		—		—		—		(14	)		—			—			—			(14	)
Net cash provided by (used in) financings activities		(23,734)		58,046		—		(34,312)		—		(31,042	)		(21,010	)		(3,164	)		46,914			(8,302	)
Net increase (decrease) in cash and cash equivalents		(16,912)		—		5,016		—		(11,896)		(997	)		—			2,071			—			1,074
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	$	21,713		$	—		$	9,134		$	—		$	30,847

- 1820 -

Table of Contents

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 April 1, 2016	$	(35,647	)	$	17,384		$	89		$	(18,174	)
Amounts reclassified from accumulated other comprehensive loss:
Actuarial costs (reclassified to salaries, wages, and benefits)		184			87			—			271
Prior service costs (reclassified to salaries, wages, and benefits)		11			(372	)		—			(361	)
Foreign currency translation		(10	)		165			(364	)		(209	)
Income Tax (Expense) or Benefit		(4	)		(2	)		—			(6	)
Other comprehensive income (loss), net of tax		181			(122	)		(364	)		(305	)
Balance as of June 30, 2016	$	(35,466	)	$	17,262		$	(275	)	$	(18,479	)

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)

(In thousands)	Pension Plan			Post Retirement Plan			Foreign Exchange			Total
Balance as of January 1, 2016	$	(35,355	)	$	17,855		$	75		$	(17,425	)
Amounts reclassified from accumulated other comprehensive loss:
Actuarial costs (reclassified to salaries, wages, and benefits)		362			165			—			527
Prior service costs (reclassified to salaries, wages, and benefits)		22			(743	)		—			(721	)
Foreign currency translation		(648	)		(65	)		(350	)		(1,063	)
Income Tax (Expense) or Benefit		153			50			—			203
Other comprehensive income (loss), net of tax		(111	)		(593	)		(350	)		(1,054	)
Balance as of June 30, 2016	$	(35,466	)	$	17,262		$	(275	)	$	(18,479	)

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 April 1, 2015	$	(39,209	)	$	(9,155	)	$	(48,364	)
Amounts reclassified from accumulated other comprehensive loss:
Actuarial costs (reclassified to salaries, wages, and benefits)		320			94			414
Prior service costs (reclassified to salaries, wages, and benefits)		11			(93	)		(82	)
Foreign currency translation related to pension and postretirement plans		(180	)		(51	)		(231	)
Remeasurements		—			17,871			17,871
Income Tax (Expense) or Benefit		62			(468	)		(406	)
Other comprehensive income (loss), net of tax		213			17,353			17,566
Balance as of June 30, 2015	$	(38,996	)	$	8,198		$	(30,798	)

(In thousands)	Pension Plan			Post Retirement Plan			Total
Balance as of January 1, 2015	$	(40,160	)	$	(9,478	)	$	(49,638	)
Amounts reclassified from accumulated other comprehensive loss:
Actuarial costs (reclassified to salaries, wages, and benefits)		631			195			826
Prior service costs (reclassified to salaries, wages, and benefits)		22			(102	)		(80	)
Foreign currency translation related to pension and postretirement plans		705			270			975
Remeasurements		—			17,871			17,871
Income Tax (Expense) or Benefit		(194	)		(558	)		(752	)
Other comprehensive income (loss), net of tax		1,164			17,676			18,840
Balance as of June 30, 2015	$	(38,996	)	$	8,198		$	(30,798	)

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.

~~- 19 -~~

~~Table of Contents~~

~~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.

- 2021 -

Table of Contents

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~~six months ended ~~September~~June 30, ~~2015~~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.

- 22 -

Table of Contents

The heavy- and medium-duty truck and commercial trailer markets, the related aftermarket, and the global industrial, construction, and mining, markets are the primary drivers of our sales. The commercial vehicle manufacturing and replacement part markets are, in turn, directly influenced by conditions in the North American ~~truck~~and European commercial vehicle industry and generally by conditions in other industries, which indirectly impact the ~~truck~~commercial vehicle 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~~builds 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.

~~- 21 -~~

~~Table of Contents~~

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 wheel business in North America is tied to the OEM market with the remaining 30 percent tied to the aftermarket. Our wheel business in Europe is primarily tied to the OEM market with limited exposure to the aftermarket. Approximately 7580 percent of our Gunite business is tied to the North American ~~Aftermarket,~~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.~~drums in North America. 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.

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 structure to the anticipated lower volumes by adjusting our plant schedules and staffing levels. In addition, we are aggressively managing corporate selling, general and administrative spending for 2016. 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~~more 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.

- 23 -

Table of Contents

Results of Operations

Comparison of Financial Results for the Three Months Ended June 30, 2016 and 2015

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

	Three Months Ended September 30,				Three Months Ended June 30,
(In thousands)	2015		2014		2016			2015
Net sales	$	163,428	$	184,007	$	164,116		$	185,380
Cost of goods sold		145,165		164,095		140,858			159,474
Gross profit		18,263		19,912		23,258			25,906
Operating expenses		10,765		9,868		11,767			11,722
Income from operations		7,498		10,044		11,491			14,184
Interest expense, net		(8,249)		(8,444)		(8,405	)		(8,354	)
Other loss, net		(1,142)		(805)		(497	)		(84	)
Income tax benefit		(3,671)		(410)
Income tax expense (benefit)						455			(378	)
Income from continuing operations		1,778		1,205		2,134			6,124
Discontinued operations, net of tax		42		(106)		—			215
Net Income	$	1,820	$	1,099
Net income						2,134			6,339
Net loss attributable to noncontrolling interest						(328	)		—
Net income attributable to stockholders					$	2,462		$	6,339

Net Sales

	Three Months Ended September 30,				Three Months Ended June 30,
(In thousands)	2015		2014		2016		2015
Wheels	$	101,833	$	106,685	$	104,407	$	114,356
Gunite		43,823		42,357		43,525		47,006
Brillion		17,772		34,965		16,184		24,018
Total	$	163,428	$	184,007	$	164,116	$	185,380

~~- 22 -~~

~~Table of Contents~~

Net sales for the three months ended ~~September~~June 30, ~~2015,~~2016 were ~~$163.4~~$164.1 million, which was a decrease of ~~11.2~~$21.3 million, or 11.5 percent, compared to net sales of ~~$184.0~~$185.4 million for the three months ended ~~September~~June 30, ~~2014. Of~~2015. The decrease, was driven by $6.3 million related to the ~~total decrease, approximately $16.0 million was attributable to decreased volume~~continued softness in demand ~~due within~~at our Brillion ~~segment's end markets, $0.9~~business unit, $12.0 million ~~was~~in pricing related to the pass-through of lower raw material costs, and $13.8 million due to ~~decreased production volume from our Wheels' OEM customers, and $8.2 was~~lower demand in North American wheels & brake drums. Partially offsetting those decreases were $10.8 million in net sales related to ~~pricing decreases that reflect a pass-through~~our majority investment in Gianetti.

- 24 -

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~~were $104.4 million, which was a decrease of $9.9 million, or 8.7 percent, during the three months ended ~~September~~June 30, ~~2015~~2016 compared to the same period in ~~2014~~2015. This decrease was primarily ~~due~~related to ~~decreased~~the pass-through of lower material costs of $9.2 million, coupled with a decrease in production volume from our North American OEM customers and ~~decreased~~reduced demand from our aftermarket ~~customers.~~customers of $11.5 million, partially offset by European sales from our majority investment in Gianetti of $10.8 million. Net sales for our Gunite segment ~~increased 3.5~~were $43.5 million, which was a decrease of $3.5 million, or 7.4 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 athe pass-through of lower ~~raw~~ material costs of $1.3 million, coupled with lower North American OEM production and ~~commodity costs. Our Gunite products have a higher concentration of~~slightly less aftermarket demand ~~primarily due to the brake drum products that Gunite produces, which are replaced more often than our other products.~~of $2.2 million. Our Brillion segment's net sales ~~decreased by 49.2~~were $16.2 million, which was a decrease of $7.8 million, or 32.6 percent, due to lower demand in industrial manufacturing, agriculture, mining, and oil and gas markets ~~stemming from recent substantial reductions in commodity prices.~~of $6.3 million, as well as $1.5 million related to the pass-through of lower material costs during the period.

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 June 30,
	2015	2014	2016	2015
Class 8	83,005	79,642	63,211	88,635
Classes 5-7	60,449	57,781	63,081	59,815
Trailer	81,538	73,028	76,440	79,537

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

	For the Three Months Ended June 30,
	2016	2015
European Heavy Trucks (>16t)	111,180	99,536
European Medium Trucks (3.5lt-16t)	26,471	18,851

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 North America Wheels business is tied to the OEM markets, with the remaining 30 percent tied to the aftermarket. Our wheel business in Europe is primarily tied to the OEM market with limited exposure to the aftermarket. Approximately 7580 percent of our Gunite business is tied to the North American ~~Aftermarket,~~aftermarket, with the remaining 2520 percent tied to the North American Class 8 segment. We expect to continue to experience competition in North America 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 adversely 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 June 30,
(In thousands)	2015		2014		2016		2015
Raw materials	$	74,030	$	83,451	$	65,848	$	79,126
Depreciation		8,386		8,447		9,206		8,358
Labor and other overhead		62,749		72,197		65,804		71,990
Total	$	145,165	$	164,095	$	140,858	$	159,474

Raw materials costs decreased by ~~$9.4~~$13.3 million, or ~~11.3~~16.8 percent, during the three months ended ~~September~~June 30, ~~2015~~2016 due to decreased production volume and decreased raw material commodity costs.

Labor and overhead costs decreased by ~~$9.4~~$6.2 million, or ~~13.1~~8.6 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 was 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.~~Gianetti facility.

- 25 -

Table of Contents

Operating Expenses

	Three Months Ended September 30,				Three Months Ended June 30,
(In thousands)	2015		2014		2016		2015
Selling, general, and administrative	$	6,865	$	6,629	$	7,791	$	8,032
Research and development		1,805		1,194		1,840		1,646
Depreciation and amortization		2,095		2,045		2,136		2,044
Total	$	10,765	$	9,868	$	11,767	$	11,722

Operating expenses increased by ~~$0.9~~less than $0.1 million ~~in 2015~~during the three months ended June 30, 2016 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.~~

~~- 23 -~~

~~Table of Contents~~

2015.

Operating Income (Loss)

	Three Months Ended September 30,				Three Months Ended June 30,
(In thousands)	2015		2014		2016			2015
Wheels	$	13,715	$	11,847	$	14,965		$	17,405
Gunite		5,061		4,149		6,827			7,338
Brillion		(3,650)		1,680		(2,824	)		(1,470	)
Corporate/Other		(7,628)		(7,632)		(7,477	)		(9,089	)
Total	$	7,498	$	10,044	$	11,491		$	14,184

Operating income for the Wheels segment was ~~13.5~~14.3 percent of its net sales for the three months ended ~~September~~June 30, ~~2015~~2016 compared to ~~11.1~~15.2 percent for the three months ended ~~September~~June 30, ~~2014.~~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~~15.7 percent of its net sales for the three months ended ~~September~~June 30, ~~2015~~2016 and ~~9.8~~15.6 percent for the three months ended ~~September~~June 30, ~~2014.~~2015. During the three months ended ~~September~~June 30, ~~2015,~~2016, Gunite showed ~~higher contribution on relatively flat sales~~stable operating margins due to continuous improvement initiatives, specifically surrounding material usage costs. Operating income dollars were down versus prior year same quarter due mainly to ~~savings created~~volume decreases driven by ~~operational efficiencies in the form of annual continuous improvement initiatives, coupled with decreased raw material commodity costs.~~lower OEM builds and slightly lower aftermarket volumes.

The operating loss for the Brillion segment was ~~20.5~~17.4 percent of its net sales for the three months ended ~~September~~June 30, ~~2015~~2016 compared to ~~4.8~~6.1 percent ~~of income~~ for the 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~~4.6 percent of consolidated net sales for the three months ended ~~September~~June 30, ~~2015~~2016 as compared to ~~4.1~~4.9 percent for the comparative period in ~~2014.~~2015. This ~~increase~~decrease was related to ~~growth~~cost reductions made at the end of first quarter in ~~our sales and marketing area as well as year-over-year increases in research and development.~~2016 coupled with lower project spending related to the Company's strategic initiatives.

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~~June 30, ~~2014 due to net decreased debt from 2014 to~~2016 and June 30, 2015.

Income Tax Provision

We recognized an income tax ~~benefit~~expense of ~~$3.7~~$0.5 million infor the three months ended ~~September~~June 30, ~~2015,~~2016, compared to an income tax benefit of $0.4 million for the three months ended ~~September~~June 30, ~~2014.~~2015.

Our effective tax rate is ~~193.9~~17.6 percent and ~~(51.6)~~(6.6) percent for the three months ended ~~September~~June 30, ~~2015~~2016 and ~~2014,~~2015, respectively. The year-over-year change in our effective tax rate ~~for the quarter~~ is ~~impacted~~driven by the additional pre-tax income generated in our Canadian and Mexican jurisdictions in the current quarter relative ~~impact of discrete items,~~to the U.S. operations, which are ~~accounted for as they occur, as well as the recognition of~~offset by a full valuation ~~against deferred tax assets for our U.S. operations,~~allowance, and the exception ~~provided~~to the general intraperiod tax allocation rules, which resulted in ~~ASC740,~~ ~~Accounting for Income Taxes, which is discussed below.~~a tax benefit in the prior year second quarter.

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. and Italian 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~~U.S. and Italian 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.

- 2426 -

Table of Contents

Comparison of Financial Results for the ~~Nine~~Six Months Ended June 30, ~~2015~~2016 and ~~2014~~2015

The following tables set forth certain income statement information for Accuride for the ~~nine~~six months ended ~~September~~June 30, ~~2015~~2016 and ~~September~~June 30, ~~2014:~~2015:

	Nine Months Ended September 30,				Six Months Ended June 30,
(In thousands)	2015		2014		2016			2015
Net sales	$	532,467	$	532,366	$	325,058		$	369,039
Cost of goods sold		467,367		473,009		286,501			322,202
Gross profit		65,100		59,357		38,557			46,837
Operating expenses		34,090		30,440		24,648			23,325
Income from operations		31,010		28,917		13,909			23,512
Interest expense, net		(24,953)		(25,351)		(16,806	)		(16,704	)
Other loss, net		(2,398)		(1,504)
Income tax expense (benefit)		(3,663)		(967)
Income from continuing operations		7,322		3,029
Other income (loss), net						564			(1,256	)
Income tax expense						756			8
Income (loss) from continuing operations						(3,089	)		5,544
Discontinued operations, net of tax		249		(208)		—			207
Net Income	$	7,571	$	2,821
Net income (loss)						(3,089	)		5,751
Net loss attributable to noncontrolling interest						(807	)		—
Net income (loss) attributable to stockholders					$	(2,282	)	$	5,751

Net Sales

	Nine Months Ended September 30,				Six Months Ended June 30,
(In thousands)	2015		2014		2016		2015
Wheels	$	324,525	$	300,058	$	209,790	$	222,692
Gunite		128,569		134,634		82,238		84,746
Brillion		79,373		97,674		33,030		61,601
Total	$	532,467	$	532,366	$	325,058	$	369,039

Net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2015,~~2016 were $325.1 million, which was a decrease of ~~$532.5~~$44.0 million, ~~were flat year over year when~~or 11.9 percent, compared to net sales of ~~$532.4~~$369.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2014. The $0.1~~2015. $25.7 million ~~increase~~of the decrease was related to the continued softness in ~~total sales~~demand at our Brillion business unit, $25.0 million of the decrease was related to the ~~result~~pass-through of ~~a $10.4~~lower raw material costs, and $18.5 million ~~increase in volume demand~~of the decrease was due to ~~increased production levels in the commercial vehicle market and its aftermarket segments~~lower demand in North America ~~partially offset by $10.3~~for our wheels and brake drums. Partially offsetting those decreases were $21.2 million in ~~pricing decreases, which primarily represented a pass-through~~net sales related to our majority investment in Gianetti and $4.0 million from increased market share at Gunite.

- 27 -

Table of ~~fluctuating raw material and commodity costs.~~Contents

Net sales for our Wheels segment ~~increased 8.2~~were $209.8 million, which was a decrease of $12.9 million, or 5.8 percent, during the ~~nine~~six months ended ~~September~~June 30, ~~2015~~2016 compared to the same period in ~~2014~~2015. This decrease was primarily ~~due~~related to ~~increased~~the pass-through of lower material costs of $17.7 million, coupled with a decrease in production volume from our North American OEM customers and ~~increased~~reduced demand from aftermarket ~~customers.~~customers of $16.4 million, partially offset by European sales from our majority investment in Gianetti of $21.2 million. Net sales for our Gunite segment ~~decreased 4.5~~were $82.2 million, which was a decrease of $2.5 million, or 3.0 percent, primarily ~~due~~related to ~~decreased~~the pass-through of lower material costs of $4.5 million, coupled with lower North American OEM ~~demand for hub-related assemblies, as well as~~truck builds and slightly lower ~~year-over-year pricing for aftermarket drums. Our Gunite products have a higher concentration of~~ aftermarket demand ~~primarily due to~~of $2.0 million, offset by the ~~brake drum products that~~$4.0 million in increased market share at Gunite ~~produces, which are replaced more often than our other products.~~during the period. Our Brillion segment's net sales ~~decreased by 18.7~~were $33.0 million, which was a decrease of $28.6 million, or 46.4 percent, due to a lower demand in ~~the~~ industrial manufacturing, agriculture, mining, and oil and gas ~~markets.~~markets of $25.8 million, as well as $2.8 million related to the pass-through of lower material costs during the period.

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

	For the Nine Months Ended September 30,		For the Six Months Ended June 30,
	2015	2014	2016	2015
Class 8	250,902	220,287	127,118	167,955
Classes 5-7	176,829	168,130	127,400	117,013
Trailer	235,166	200,491	150,194	153,566

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

	For the Six Months Ended June 30,
	2016	2015
European Heavy Trucks (>16t)	213,035	205,034
European Medium Trucks (3.5lt-16t)	50,296	42,624

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 North America Wheels business is tied to the OEM markets, with the remaining 30 percent tied to the aftermarket. Our wheel business in Europe is primarily tied to the OEM market with limited exposure to the aftermarket. Approximately 7580 percent of our Gunite business is tied to the North American ~~Aftermarket,~~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.~~segments in North America. We expect ~~softness~~that the substantial reductions in commodity prices that occurred in 2015 will continue to adversely 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 commodity pricing.~~

~~- 25 -~~

~~Table of Contents~~

2016.

Cost of Goods Sold

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

	Nine Months Ended September 30,				Six Months Ended June 30,
(In thousands)	2015		2014		2016		2015
Raw materials	$	237,058	$	236,272	$	133,015	$	163,028
Depreciation		25,285		24,858		18,143		16,899
Labor and other overhead		205,024		211,879		135,343		142,275
Total	$	467,367	$	473,009	$	286,501	$	322,202

Raw materials costs ~~increased~~decreased by ~~$0.8~~$30.0 million, or ~~0.3~~18.4 percent, during the ~~nine~~six months ended ~~September~~June 30, ~~2015~~2016 due ~~mainly~~ to ~~increased~~decreased production ~~volumes.~~volume and decreased raw material commodity costs.

Depreciation increased by ~~$0.4~~$1.2 million, or ~~1.7~~7.4 percent, ~~during the nine months ended September 30, 2015 primarily~~ due to the ~~age~~addition of ~~fixed assets~~our Gianetti operations of $0.6 million and other increases in ~~relation to the amount of new capital spending.~~our North American operations.

Labor and overhead costs decreased by $6.9 million, or ~~3.2~~4.9 percent, primarily due ~~mainly~~ to decreased ~~production at~~demand for our ~~Brillion segment,~~products, coupled with continued efficiencies gained through operational lean manufacturing initiatives. ~~The decreased~~This decrease was partially offset by increases in production at our ~~Brillion segment is due~~Gianetti facility.

- 28 -

Table of Contents

Operating Expenses

	Six Months Ended June 30,
(In thousands)	2016		2015
Selling, general, and administrative	$	16,444	$	16,027
Research and development		3,990		3,209
Depreciation and amortization		4,214		4,089
Total	$	24,648	$	23,325

Operating expenses increased by $1.3 million, or 5.7 percent, during the six months ended June 30, 2016 compared to ~~decreased~~the same period in 2015. This increase was related to selling, general and administrative costs from our Gianetti facility, one-time severance costs, partially offset by lower overall selling, general, and administrative spending in North America. Increases in spending for research and development versus 2015 were related to specific planned projects. We will continue to closely monitor key project spending given current market circumstances surrounding OEM builds and the lower demand ~~within the~~in 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~~markets. Depreciation was relatively flat for the first six months of 2016 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.~~2015.

Operating Income (Loss)

	Nine Months Ended September 30,				Six Months Ended June 30,
(In thousands)	2015		2014		2016			2015
Wheels	$	44,372	$	33,446	$	26,115		$	30,657
Gunite		15,140		14,670		9,886			10,079
Brillion		(2,924)		3,444		(6,193	)		726
Corporate/Other		(25,578)		(22,643)		(15,899	)		(17,950	)
Total	$	31,010	$	28,917	$	13,909		$	23,512

Operating income for the Wheels segment was ~~13.7~~12.4 percent of its net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2015~~2016 compared to ~~11.1~~13.8 percent for the ~~nine~~six months ended ~~September~~June 30, ~~2014. The increased~~2015. This decreased operating income ispercentage was a result of ~~decreased raw material costs,~~reduced North American sales and ~~the contribution to earnings from higher revenue in the current period compared to the same period in the prior year.~~lower margin European sales.

Operating income for the Gunite segment was ~~11.8~~12.0 percent of its net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2015 and 10.9~~2016, compared to 11.9 percent for the ~~nine~~six months ended ~~September~~June 30, ~~2014.~~2015. During the ~~nine~~six months ended ~~September~~June 30, ~~2015,~~2016, Gunite showed ~~higher contribution~~a flat operating income percentage (year-over-year) on ~~decreased~~lower sales due mainly to savings created by operational efficiencies ~~and decreased raw material commodity costs.~~in the form of annual continuous improvement initiatives.

Operating loss for the Brillion segment was ~~3.7~~18.7 percent of its net sales for the ~~nine~~six months ended ~~September~~June 30, ~~2015 compared to 3.5~~2016, while the operating income was 1.2 percent for the same period in ~~2014 primarily~~2015, entirely due to volume decreases resulting from weakening ~~agriculture, mining and~~ oil and gas, agriculture, and global mining related sales.

Operating loss for the Corporate segment was 4.9 percent of consolidated net sales in each of the ~~second~~six months period ended June 30, 2016 and ~~third quarters of~~the six months period ended June 30, 2015.

- 2629 -

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~~remained flat at $16.8 million ~~to $25.0~~and $16.7 million for the ~~nine~~six months ended ~~September~~June 30, 2016 and 2015, ~~from $25.4 million for the nine months ended September 30, 2014 due to decreased debt from 2014 to 2015.~~respectively.

Income Tax Provision

We recognized an income tax ~~benefit~~expense of ~~$3.7~~$0.8 million infor the ~~nine~~six months ended ~~September~~June 30, ~~2015,~~2016, compared to an income tax ~~benefit~~expense of ~~$1.0~~$0.01 million for the ~~nine~~six months ended ~~September~~June 30, ~~2014.~~2015.

Our effective tax rate is ~~(100.1)~~(32.4) percent and ~~(46.9)~~0.1 percent for the ~~nine~~six months ended ~~September~~June 30, ~~2015~~2016 and ~~2014,~~2015, respectively. The year-over-year change in our effective tax rate is driven by the increased foreign tax expenses in our Canadian jurisdiction for the ~~quarter is impacted by the relative impact~~first six months 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,~~2016, and the exception ~~provided~~to the general intraperiod tax allocation rules, which resulted in ~~ASC740,~~ ~~Accounting for Income Taxes, which is discussed below.~~a tax benefit in the prior year second quarter.

~~Income tax expense or benefit from continuing operations is generally~~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 year end, management determined ~~without regard~~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 ~~other categories~~determine the amount of ~~earnings, such as discontinued~~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 ~~Other Comprehensive Income ("OCI"). An exception~~comprehensive loss for the year ended December 31, 2015.

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 in excess of its carrying value. The valuation for the Wheels reporting unit is ~~provided~~significantly driven by projected builds for Class 5-8 and Trailers for the North American commercial vehicle industry. A sustained, long-term decline in ~~ASC 740~~, ~~when there is aggregate income from categories other than continuing operations~~projected builds for these trucks and trailers could have a ~~loss from continuing operations~~significant impact on the Wheels reporting unit's ability to pass the step one test 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~~future periods.

Due to the cyclical nature of the North American commercial vehicle industry and our other ~~categories~~end-markets, along with other economic trends, the Company has continued to closely monitor the performance 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 componentWheels reporting unit for indication of ~~OCI, is considered when determining whether sufficient future taxable income exists~~potential impairment. As of June 30, 2016 the Company concluded that there was no indication of impairment to ~~realize~~its Wheels reporting unit Goodwill. The Company will continue to closely monitor the ~~deferred tax assets. As a result,~~performance of the Wheels reporting unit for ~~the nine months ended September 30, 2015 we recognized a U.S. tax expense~~any further indication 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.potential impairment.

- 30 -

Table of Contents

Changes in Financial Condition

As of ~~September~~June 30, ~~2015,~~2016, we had total assets of ~~$592.3~~$588.2 million, compared to total assets of ~~$598.4~~$603.6 million at December 31, ~~2014.~~2015. The ~~$6.2~~$15.4 million, or ~~1.0%~~2.6%, decrease in total assets primarily resulted from depreciation and amortization of long-term assets offset by 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.

~~- 27 -~~

~~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		June 30, 2016			December 31, 2015
Accounts receivable	$	63,735	$	63,570
Receivables					$	70,525		$	65,980
Inventories		36,695		43,065		39,744			47,792
Deferred income taxes (current)		2,687		2,687
Other current assets		8,504		10,785		8,387			8,399
Accounts payable		(59,892)		(56,452)		(61,958	)		(71,782	)
Accrued payroll and compensation		(8,032)		(10,620)		(9,638	)		(9,232	)
Accrued interest payable		(5,073)		(12,428)		(12,384	)		(12,521	)
Accrued workers compensation		(2,879)		(3,137)		(3,765	)		(3,133	)
Short-term debt obligations						(10,192	)		(10,286	)
Other current liabilities		(15,726)		(14,434)		(13,560	)		(14,944	)
Working capital	$	20,019	$	23,036	$	7,159		$	273

Significant changes in working capital included:

an increase in receivables of $4.5 million due to increased sales during the last month of the quarter;

a decrease in inventory of ~~$6.4~~$8.0 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~~$9.8 million primarily due to timing of purchases leading into the end of the respective periods;

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

~~a decrease in interest~~accounts payable ~~of $7.4 million primarily due to the semi-annual interest payment in August~~at June 30, 2016 versus December 31, 2015.

- 31 -

Table of Contents

Capital Resources and Liquidity

Our primary sources of liquidity during the ~~nine~~six months ended ~~September~~June 30, ~~2015~~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~~June 30, ~~2015,~~2016, we had ~~$39.1~~$27.8 million of cash plus ~~$42.1~~$49.9 million in availability under our ABL Facility for a total liquidity of ~~$81.2~~$77.7 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 byin operating activities during the ~~nine~~six months ended ~~September~~June 30, ~~2015~~2016 amounted to ~~$31.1~~$12.8 million compared to ~~$8.3~~cash provided in operations of $18.6 million for the same period ended ~~September~~June 30, ~~2014.~~2015. The decrease of operating cash ~~provided by operating activities in the first nine months of 2015~~flow was a result of ~~our positive~~a net ~~income without an increased demand~~loss in ~~working capital.~~ the six months ended June 30, 2016 being partially offset by planned reductions in inventory for the period.

Investing Activities

Net cash used in investing activities totaled ~~$17.8~~$13.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2015~~2016 compared to a use of ~~$20.2~~$9.2 million for the same period ended ~~September~~June 30, ~~2014.~~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 financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2015~~2016 was ~~$4.0~~$1.3 million compared to ~~$0.0~~$8.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2014.~~2015. The ~~increase in cash used~~decrease resulted primarily from more withdrawals and less payments made ~~and draws~~ on our ABL facility ~~during 2015~~ compared to ~~2014.~~the same period in 2015.

- 2832 -

Table of Contents

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%.

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.

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 June 30, 2016, the Gianetti business unit utilized bank credit lines totaling a combined limit of €7.6 million ($8.5 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 3.9%. Interest is paid monthly. Credit lines are classified as short term due to the agreements allowing for termination with notice by either party.

- 33 -

Table of Contents

Restrictive Debt Covenants.

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.

~~- 29 -~~

~~Table of Contents~~

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.

- 34 -

Table of Contents

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.

- 3035 -

Table of Contents

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 may use derivative instruments on occasion 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 June 30, 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~~June 30, ~~2015~~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~~June 30, ~~2015:~~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		$	299,150
Average Rate		—		—		—		9.5%		—		—		9.5%				—			—		9.5	%		—		—		—		9.5	%
Variable Rate		—		—		—	$	15,000		—		—	$	15,000	$	15,000
Short-term Debt:
Variable Rate Debt																	$	6,414			—		—			—		—		—	$	6,414		$	6,414
Average Rate		—		—		—		2.7%		—		—		2.7%				3.9	%		—		—			—		—		—		3.9	%

- 3136 -

Table of Contents

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.

- 3237 -

Table of Contents

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.

- 3338 -

Table of Contents


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.~~June 30, 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~~June 30, ~~2015.~~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

- 3439 -

Table of Contents

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~~July 26, 2016
Richard F. Dauch
President and Chief Executive Officer
(Principal Executive Officer)

/s/ ~~GREGORY~~MICHAEL A. ~~RISCH~~HAJOST		Dated: ~~November 2, 2015~~July 26, 2016
~~Gregory~~Michael A. ~~Risch~~Hajost
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

- 3540 -

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 June 30,				Six Months Ended June 30,
(In thousands except per share data)	2015		2014		2015		2014		2016		2015		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
Net income (loss) from continuing operations									$	2,462	$	6,124	$	(2,282	)	$	5,544
Net income from discontinued operations										—		215		—			207
Net income (loss)									$	2,462	$	6,339	$	(2,282	)	$	5,751
Denominator:
Weighted average shares outstanding – Basic		48,015		47,749		47,943		47,694		48,307		47,991		48,204			47,907
Weighted average shares outstanding – Diluted		49,422		49,042		48,844		48,531		49,189		49,286		48,644			48,554

Basic income per common share
Basic income (loss) per common share
From continuing operations	$	0.04	$	0.02	$	0.15	$	0.06	$	0.05	$	0.13	$	(0.05	)	$	0.12
From discontinued operations		—		—		0.01		—		—		—		—			—
Basic income per common share	$	0.04	$	0.02	$	0.16	$	0.06
Basic income (loss) per common share									$	0.05	$	0.13	$	(0.05	)	$	0.12

Diluted income per common share
Diluted income (loss) per common share
From continuing operations	$	0.04	$	0.02	$	0.15	$	0.06	$	0.05	$	0.13	$	(0.05	)	$	0.12
From discontinued operations		—		—		0.01		—		—		—		—			—
Diluted income per common share	$	0.04	$	0.02	$	0.16	$	0.06
Diluted income (loss) per common share									$	0.05	$	0.13	$	(0.05	)	$	0.12

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	$	—

(In thousands)	September 30, 2015		December 31, 2014		June 30, 2016		December 31, 2015
Raw materials	$	7,137	$	8,244	$	9,772	$	9,836
Work in process		9,242		14,073		12,536		14,135
Finished manufactured goods		20,316		20,748		17,436		23,821
Total inventories	$	36,695	$	43,065	$	39,744	$	47,792

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

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	2122
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3136
Item 4.	Controls and Procedures	3237
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	3338
Item 6.	Exhibits	3338
Signatures		3540

(In thousands, except for share and per share data)	September 30, 2015		December 31, 2014			June 30, 2016			December 31, 2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	39,125	$	29,773		$	27,831		$	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 $1,486 and $1,285 in 2016 and 2015, respectively							63,712			58,866
Other receivables		5,868		7,299			6,813			7,114
Inventories		36,695		43,065			39,744			47,792
Deferred income taxes		2,687		2,687
Prepaid expenses and other current assets		8,504		10,785			8,387			8,399
Total current assets		150,746		149,880			146,487			151,930
PROPERTY, PLANT AND EQUIPMENT, net		203,778		212,183			216,211			224,762
OTHER ASSETS:
Goodwill		100,697		100,697			96,283			96,283
Other intangible assets, net		113,692		117,963			107,598			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 $3,283 and $3,073 in 2016 and 2015, respectively							767			977
Deferred income taxes		2,490		1,289			834			741
Pension asset		11,883		9,518			14,932			12,060
Other		5,020		1,880			5,108			5,075
TOTAL	$	592,271	$	598,422		$	588,220		$	603,619
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	59,892	$	56,452		$	61,958		$	71,782
Accrued payroll and compensation		8,032		10,620			9,638			9,232
Accrued interest payable		5,073		12,428			12,384			12,521
Accrued workers compensation		2,879		3,137			3,765			3,133
Short-term debt obligations							10,192			10,286
Accrued and other liabilities		15,726		14,434			13,560			14,944
Total current liabilities		91,602		97,071			111,497			121,898
LONG-TERM DEBT		322,022		323,234			305,354			304,254
DEFERRED INCOME TAXES		15,067		14,837			13,302			13,133
NON-CURRENT INCOME TAXES PAYABLE		6,604		6,534			6,709			6,676
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY		62,988		82,157			50,576			49,734
PENSION BENEFIT PLAN LIABILITY		29,268		32,348			24,684			26,545
OTHER LIABILITIES		9,036		11,438			8,534			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, 48,244,474 and 47,953,555 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively, and additional paid-in-capital							445,106			444,253
Accumulated other comprehensive loss		(34,057)		(49,638)			(18,479	)		(17,425	)
Accumulated deficiency		(354,619)		(362,190)			(372,106	)		(369,824	)
Total stockholders' equity		55,684		30,803			54,521			57,004
Noncontrolling interest							13,043			13,850
Total equity							67,564			70,854
TOTAL	$	592,271	$	598,422		$	588,220		$	603,619

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

BALANCE—April 1, 2015	$	442,931		$	(48,364	)	$	(362,778	)	$	—		$	31,789
Net income		—			—			6,339			—			6,339
Share-based compensation expense		786			—			—			—			786
Tax impact of forfeited vested shares		(48	)		—			—			—			(48	)
Other comprehensive income, net of tax		—			17,566			—			—			17,566
BALANCE—June 30, 2015	$	443,669		$	(30,798	)	$	(356,439	)	$	—		$	56,432

BALANCE—April 1, 2016	$	444,605		$	(18,174	)	$	(374,568	)	$	13,371		$	65,234
Net income (loss)		—			—			2,462			(328	)		2,134
Share-based compensation expense		455			—			—			—			455
Tax impact of forfeited vested shares		46			—			—			—			46
Other comprehensive loss, net of tax		—			(305	)		—			—			(305	)
BALANCE—June 30, 2016	$	445,106		$	(18,479	)	$	(372,106	)	$	13,043		$	67,564

(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 June 30, 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		27,927		13,346		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		58,252		69,052		127,304		55,687		71,617
Other intangible assets			$	193,576	$	79,884	$	113,692	$	191,673	$	73,710	$	117,963			$	193,777	$	86,179	$	107,598	$	193,777	$	81,986	$	111,791

	As of				As of
(In thousands)	September 30, 2015		December 31, 2014		June 30, 2016			December 31, 2015
Total assets:
Wheels	$	437,196	$	441,835		$	457,925		$	469,405
Gunite		59,944		59,600			57,141			62,045
Brillion Iron Works		50,358		55,226			44,750			45,303
Corporate / Other		44,773		41,761			28,404			26,866
Consolidated total	$	592,271	$	598,422		$	588,220		$	603,619

	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)