UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2013.

OR

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to ___________.

Commission file number 001-32483

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	61-1109077
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)
7140 Office Circle, Evansville, IN	47715
(Address of Principal Executive Offices)	(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No o

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

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

Large Accelerated Filer o          Accelerated Filer ý Non-Accelerated Filero Smaller Reporting Company o

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

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

As of November 7, 2013, 47,515,155 shares of Accuride Corporation common stock, par value $.01 per share, were outstanding.

ACCURIDE CORPORATION

Table of Contents

PART I – FINANCIAL INFORMATION		Page
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	4
	Condensed Consolidated Statements of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 6.	Exhibits	35
Signatures		36

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Table of Contents

Part I.  FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements (Unaudited)

ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	September 30,			December 31,
(In thousands, except for share and per share data)	2013			2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	27,993		$	26,751
Customer receivables, net of allowance for doubtful accounts of $287 and $549 in 2013 and 2012, respectively		60,432			56,888
Other receivables		11,129			7,708
Inventories		48,823			61,192
Deferred income taxes		4,592			4,591
Prepaid expenses and other current assets		11,323			5,584
Assets held for sale		1,293			—
Total current assets		165,585			162,714
PROPERTY, PLANT AND EQUIPMENT, net		221,618			267,377
OTHER ASSETS:
Goodwill		100,697			100,697
Other intangible assets, net		127,463			134,180
Deferred financing costs, net of accumulated amortization of $3,292 and $4,127 in 2013 and 2012, respectively		6,798			6,741
Deferred income tax		4,543			5,052
Other		1,317			1,055
TOTAL	$	628,021		$	677,816
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	51,206		$	59,181
Accrued payroll and compensation		8,834			10,726
Accrued interest payable		5,218			12,543
Accrued workers compensation		3,860			5,868
Accrued and other liabilities		18,040			18,443
Total current liabilities		87,158			106,761
LONG-TERM DEBT		339,921			324,133
DEFERRED INCOME TAXES		19,299			19,021
NON-CURRENT INCOME TAXES PAYABLE		8,211			8,211
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY		83,422			82,689
PENSION BENEFIT PLAN LIABILITY		47,666			56,438
OTHER LIABILITIES		13,473			15,690
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, 47,515,155 and 47,385,314 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively, and additional paid-in-capital		440,018			438,277
Accumulated other comprehensive loss		(49,653	)		(51,834	)
Accumulated deficiency		(361,494	)		(321,570	)
Total stockholders’ equity		28,871			64,873
TOTAL	$	628,021		$	677,816

See notes to unaudited condensed consolidated financial statements.

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ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands except per share data)	2013			2012			2013			2012
NET SALES	$	155,264		$	187,255		$	498,192		$	646,059
COST OF GOODS SOLD		144,994			181,259			462,938			592,316
GROSS PROFIT		10,270			5,996			35,254			53,743
OPERATING EXPENSES:
Selling, general and administrative		10,995			13,809			34,817			43,957
INCOME (LOSS) FROM OPERATIONS		(725	)		(7,813	)		437			9,786
OTHER INCOME (EXPENSE):
Interest expense, net		(8,711	)		(8,921	)		(26,562	)		(26,324	)
Other income, net		546			815			250			536
LOSS BEFORE INCOME TAXES FROM CONTINUING OPERATIONS		(8,890	)		(15,919	)		(25,875	)		(16,002	)
INCOME TAX PROVISION (BENEFIT)		(495	)		(106	)		2,378			2,830
LOSS FROM CONTINUING OPERATIONS		(8,395	)		(15,813	)		(28,253	)		(18,832	)
DISCONTINUED OPERATIONS, NET OF TAX		(10,220	)		(1,866	)		(11,671	)		(2,637	)
NET LOSS	$	(18,615	)	$	(17,679	)	$	(39,924	)	$	(21,469	)
Weighted average common shares outstanding—basic		47,588			47,408			47,535			47,368
Basic loss per share – continuing operations	$	(0.18	)	$	(0.33	)	$	(0.59	)	$	(0.40	)
Basic loss per share – discontinued operations		(0.21	)		(0.04	)		(0.25	)		(0.05	)
Basic loss per share	$	(0.39	)	$	(0.37	)	$	(0.84	)	$	(0.45	)
Weighted average common shares outstanding—diluted		47,588			47,408			47,535			47,368
Diluted loss per share – continuing operations	$	(0.18	)	$	(0.33	)	$	(0.59	)	$	(0.40	)
Diluted loss per share – discontinued operations		(0.21	)		(0.04	)		(0.25	)		(0.05	)
Diluted loss per share	$	(0.39	)	$	(0.37	)	$	(0.84	)	$	(0.45	)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Defined Benefit Plans		1,433			(317	)		2,181			(356	)
COMPREHENSIVE LOSS	$	(17,182	)	$	(17,996	)	$	(37,743	)	$	(21,825	)

See notes to unaudited condensed consolidated financial statements.

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Table of Contents

ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In thousands)	Common Stock and Additional Paid-in- Capital		Accumulated Other Comprehensive Loss			Accumulated Deficiency			Total Stockholders’ Equity
BALANCE—July 1, 2012	$	436,873	$	(34,461	)	$	(147,353	)	$	255,059
Net loss		—		—			(17,679	)		(17,679	)
Share-based compensation expense		665		—			—			665
Other comprehensive loss		—		(317	)		—			(317	)
BALANCE—September 30, 2012	$	437,538	$	(34,778	)	$	(165,032	)	$	237,728
BALANCE—July 1, 2013		439,421		(51,086	)		(342,879	)		45,456
Net loss		—		—			(18,615	)		(18,615	)
Share-based compensation expense		597		—			—			597
Other comprehensive loss		—		1,433			—			1,433
BALANCE—September 30, 2013	$	440,018	$	(49,653	)	$	(361,494	)	$	28,871

(In thousands)	Common Stock and Additional Paid-in- Capital			Accumulated Other Comprehensive Loss			Accumulated Deficiency			Total Stockholders’ Equity
BALANCE—January 1, 2012	$	435,368		$	(34,422	)	$	(143,563	)	$	257,383
Net loss		—			—			(21,469	)		(21,469	)
Share-based compensation expense		2,380			—			—			2,380
Tax impact of forfeited vested shares		(210	)		—			—			(210	)
Other comprehensive loss		—			(356	)		—			(356	)
BALANCE—September 30, 2012	$	437,538		$	(34,778	)	$	(165,032	)	$	237,728
BALANCE—January 1, 2013		438,277			(51,834	)		(321,570	)		64,873
Net loss		—			—			(39,924	)		(39,924	)
Share-based compensation expense		1,950			—			—			1,950
Tax impact of forfeited vested shares		(209	)		—			—			(209	)
Other comprehensive loss		—			2,181			—			2,181
BALANCE—September 30, 2013	$	440,018		$	(49,653	)	$	(361,494	)	$	28,871

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ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine Months Ended September 30,
(In thousands)	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(39,924	)	$	(21,469	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation of property, plant and equipment		26,822			30,313
Amortization – deferred financing costs		2,064			2,069
Amortization – other intangible assets		6,717			8,152
Loss related to discontinued operations		11,985			—
Gain related to discontinued operations		(2,000	)		—
Loss on disposal of assets		677			378
Provision for deferred income taxes		278			1,111
Non-cash stock-based compensation		1,950			2,380
Changes in certain assets and liabilities:
Receivables		(17,443	)		8,548
Inventories		1,677			2,445
Prepaid expenses and other assets		(4,023	)		(1,675	)
Accounts payable		10,712			(13,013	)
Accrued and other liabilities		(24,603	)		(12,662	)
Net cash provided by (used in) operating activities		(25,111	)		6,577
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(32,258	)		(44,223	)
Proceeds from sale of discontinued operations		30,000			1,000
Proceeds from sale leaseback transactions		14,944			—
Net cash provided by (used in) investing activities		12,686			(43,223	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in revolving credit advance		25,000			—
Payment on revolving credit agreement		(10,000	)		—
Payments related to refinancing		(1,333	)		—
Net cash provided by financing activities		13,667			—
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		1,242			(36,646	)
CASH AND CASH EQUIVALENTS—Beginning of period		26,751			56,915
CASH AND CASH EQUIVALENTS—End of period	$	27,993		$	20,269
Supplemental cash flow information:
Cash paid for interest	$	31,497		$	31,127
Cash paid for income taxes (net of refunds of $32 and $1,093 in 2013 and 2012, respectively)		2,000			451
Non-cash transactions:
Purchases of property, plant and equipment in accounts payable	$	3,059		$	4,463
Capital lease agreements		—			14,964

See notes to unaudited condensed consolidated financial statements.

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Note 1 - Summary of Presentation and Summary of Significant Accounting Policies

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

The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013.  The unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto disclosed in Accuride’s Annual Report on Form 10-K for the year ended December 31, 2012.

On August 1, 2013, the company announced the sale of substantially all of the assets, liabilities and business of its Imperial Group business to Wynnchurch Capital, Ltd. in partnership with Imperial Manufacturing, Inc. for $30.0 million, plus a contingent earn-out opportunity of up to $2.25 million.  The sale was effective as of 11:59 p.m. on July 31, 2013.  The sale resulted in the recognition of a 12.0 million loss, including a $2.5 million impairment charge, on our consolidated statement of operations for the nine months ended September 30, 2013, which has been reclassified as Discontinued Operations.  The sale included a working capital adjustment, plus a contingent payment of up to $2.25 million depending on Imperial’s financial performance during calendar years 2013-2015.  See Note 2 “Discontinued Operations” for further discussion.

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

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

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands except per share data)	2013			2012			2013			2012
Numerator:
Net loss from continuing operations	$	(8,395	)	$	(15,919	)	$	(28,253	)	$	(18,832	)
Net loss from discontinued operations	$	(10,220	)	$	(1,866	)	$	(11,671	)	$	(2,637	)
Net loss	$	(18,615	)	$	(17,679	)	$	(39,924	)	$	(21,469	)
Denominator:
Weighted average shares outstanding – Basic	47,588			47,408			47,535			47,368
Weighted average shares outstanding - Diluted	47,588			47,408			47,535			47,368
Basic loss per common share:
From continuing operations	$	(0.18	)	$	(0.33	)	$	(0.59	)	$	(0.40	)
From discontinued operations		(0.21	)		(0.04	)		(0.25	)		(0.05	)
Basic loss per common share	$	(0.39	)	$	(0.37	)	$	(0.84	)	$	(0.45	)
Diluted loss per common share
From continuing operations	$	(0.18	)	$	(0.33	)	$	(0.59	)	$	(0.40	)
From discontinued operations		(0.21	)		(0.04	)		(0.25	)		(0.05	)
Basic loss per common share	$	(0.39	)	$	(0.37	)	$	(0.84	)	$	(0.45	)

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As of September 30, 2013, there were options exercisable for 167,334 shares that were not included in the computation of diluted earnings per share because the effect would be anti-dilutive.  As of September 30, 2012, there were options exercisable for 195,475 shares that were not included in the computation of diluted earnings per share because the effect would be anti-dilutive.

Stock-Based Compensation – Compensation expense for share-based compensation programs recognized as a component of operating expenses was $1,950 and $2,380 for the nine months ended September 30, 2013 and September 30, 2012, respectively.  Compensation expense for share based compensation programs recognized as a component of operating expenses was $597 and $665 for the three months ended September 30, 2013 and September 30, 2012, respectively.

As of September 30, 2013, there was approximately $2.6 million of unrecognized pre-tax compensation expense related to share-based awards not yet vested that will be recognized over a weighted-average period of 1.2 years.

Income Tax – Under ASC 270, Interim Financial Reporting, we compute on a quarterly basis an estimated annual effective tax rate considering ordinary income and related income tax expense. Ordinary income refers to income (loss) before income tax expense excluding significant, unusual, or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is recorded in the interim period in which it occurs. Other items included in income tax expense in the periods in which they occur include the cumulative effect of changes in tax laws or rates, foreign exchange gains and losses, adjustments to uncertain tax positions, and adjustments to our valuation allowance due to changes in judgment in the realizability of deferred tax assets in future years.

Our effective tax rate is 5.6% and 0.1% for the three months ended September 30, 2013 and September 30, 2012, respectively.  Our effective tax rate is (9.2)% and (17.7)% for the nine months ended September 30, 2013 and September 30, 2012, respectively

We have assessed the need to maintain a valuation allowance for deferred tax assets based on an assessment of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance. Due to our recent history of U.S. operating and taxable losses, the inconsistency of these profits, and the uncertainty of our financial outlook, we continue to maintain a full valuation allowance against our domestic deferred tax assets.

New Accounting Pronouncements

In February 2013, FASB issued ASU 2013-4, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date.  The objective of the amendments in this update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, except for those obligations addressed within existing guidance in U.S. GAAP.  The amendment requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and an additional amount the reporting entity expects to pay on behalf of its co-obligors.  The entity is required to disclose the nature and amount of the obligation as well as other information about those obligations.  The update is effective for fiscal years and interim periods within those years beginning after December 15, 2013.  We are currently evaluating the impact of adopting ASU 2013-04 on the consolidated financial statements.

On July 18, 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, Income Taxes (Topic 740):Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.  Topic 740, does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists.  The objective of the amendments in this update is to eliminate that diversity in practice.  The update is effective for fiscal years and interim periods within those years beginning after December 15, 2013.  We are currently evaluating the impact of adopting ASU 2013-11 on the consolidated financial statements.

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Recent Accounting Adoptions

In December 2011, FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. The amendments in this update require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. This update will enhance disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments. The requirements of this update are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. Entities should provide the disclosures required retrospectively for all comparative periods presented. The Company adopted ASU 2011-11 as of January 1, 2013.  The adoption did not have a material impact on our consolidated financial statements.

In July 2012, FASB issued ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment.  The objective of the amendments in this update is to reduce the cost and complexity of performing an impairment test for indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance among long-lived asset categories.  The amendments permit an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test.  The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company adopted ASU 2012-02 as of January 1, 2013.  The adoption did not have a material impact on our consolidated financial statements.

In January 2013, FASB issued ASU 2013-01, Balance Sheet (Topic 210):Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (“ASU 2013-01”). ASU 2013-01 contains no amendments to disclosure requirements. The amendments clarify that the scope of ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, which introduced new disclosure requirements, applies to derivatives accounted for in accordance with Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013 and interim periods within those annual periods. Adoption of this new guidance did not have a material impact on the Company’s financial statements as these updates have an impact on presentation only.

In February 2013, FASB issued ASU 2013-02, Comprehensive Income.  The objective of the amendments in this update is to improve the reporting of reclassifications out of accumulated other comprehensive income.  The amendment requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income.  For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts.  The amendments are effective prospectively for reporting periods beginning after December 15, 2012.  The Company adopted ASU 2013-02 on January 1, 2013.  The adoption did not have a material impact on our consolidated financial statements.

Note 2 – Discontinued Operations

On August 1, 2013, the Company announced that it completed the sale of substantially all of the assets of its Imperial Group business to Imperial Group Manufacturing, Inc., a new company formed and capitalized by Wynnchurch Capital for total cash consideration of $30.0 million at closing, plus a contingent earn-out opportunity of up to $2.25 million.  The sale was effective as of 11:59 p.m. on July 31, 2013.

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

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The Company has reclassified certain operating results and the loss on sale transactions for Imperial Group L.P.  to discontinued operations.  The Company also recognized $2.0 million in earnout in connection with the sale of its Fabco operating unit in September, 2011, and an expense of $0.1 million in connection with the Brillion Farm business sold in November, 2010.  The following table presents sales and income from operations attributable to discontinued operations.

	Three Months Ended September 30,			Three Months Ended September 30,
(In thousands)	2013			2012
Net sales	$	10,115		$	27,956
Income from operations		(235	)		(1,866	)
Other Income		2,000			—
Income tax		—			—
Loss on sale		(11,985	)		—
Discontinued operations	$	(10,220	)	$	(1,866	)
	Nine Months Ended September 30,			Nine Months Ended September 30,
(In thousands)		2013			2012
Net sales	$	70,965		$	107,453
Income from operations		(1,686	)		(2,637	)
Other Income		2,000			—
Income tax		—			—
Loss on sale		(11,985	)		—
Discontinued operations	$	(11,671	)	$	(2,637	)

The loss related to the sale of Imperial as of July 31, 2013 was as follows:

(In thousands)
Proceeds from sale	$	30,000
Accounts receivable		12,478
Inventories	10,692
Prepaid expenses and other current assets	63
Property, plant, and equipment	21,868
Accounts payable	(8,672		)
Net assets sold		36,429
Impairment of real estate		2,540
Other accrued fees and expenses		3,016
Net loss from sale	$	(11,985	)

Note 3 - Inventories

Inventories at September 30, 2013 and December 31, 2012, on a FIFO basis, were as follows:

(In thousands)	September 30, 2013		December 31, 2012
Raw materials	$	9,536	$	15,731
Work in process		13,557		13,168
Finished manufactured goods		25,730		32,293
Total inventories	$	48,823	$	61,192

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Note 4 - Goodwill and Other Intangible Assets

The following represents the carrying amount of goodwill, on a reportable segment basis, as of December 31, 2012 and September 30, 2013:

(In thousands)	Wheels		Brillion Iron Works		Total
Balance as of December 31, 2012	$	96,283	$	4,414	$	100,697
Balance as of September 30, 2013	$	96,283	$	4,414	$	100,697

The changes in the carrying amount of other intangible assets for the period December 31, 2011 to September 30, 2012, by reportable segment, are as follows:

(In thousands)	Wheels			Gunite			Brillion Iron Works			Corporate			Total
Balance as of December 31, 2011	$	138,575		$	38,968		$	2,997		$	809		$	181,349
Additions		—			—			—			529			529
Amortization		(5,930	)		(1,650	)		(123	)		(449	)		(8,152	)
Balance as of September 30, 2012	$	132,645		$	37,318		$	2,874		$	889		$	173,726

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

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

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

(In thousands)			As of September 30, 2013						As of December 31, 2012
	Weighted Average Useful Lives		Gross Amount		Accumulated Amortization		Carrying Amount		Gross Amount		Accumulated Amortization		Carrying Amount
Goodwill		—	$	100,697	$	—	$	100,697	$	100,697	$	—	$	100,697
Other intangible assets:
Non-compete agreements		1.7	$	1,552	$	1,536	$	16	$	1,552	$	873	$	679
Trade names		—		25,200		—		25,200		25,200		—		25,200
Technology		10.0		38,849		19,762		19,087		38,849		17,547		21,302
Customer relationships		19.9		129,093		45,933		83,160		129,093		42,094		86,999
Other intangible assets:			$	194,694	$	67,231	$	127,463	$	194,694	$	60,514	$	134,180

We estimate that our amortization expense for our other intangible assets for 2013 through 2017 will be approximately $8.7 million for 2013 and $8.1 million annually for 2014 through 2017.

Note 5 – Assets Held for Sale

At September 30, 2013, assets totaling $1.3 million were classified as held for sale.  The assets consisted of a building and land related to the Elkhart, IN facility that was exited in 2012.

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Table of Contents

Note 6 - Pension and Other Postretirement Benefit Plans

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

	For The Three Months Ended September 30,											For The Nine Months Ended September 30,
	Pension Benefits						Other Benefits					Pension Benefits						Other Benefits
(In thousands)	2013			2012			2013		2012			2013			2012			2013		2012
Service cost-benefits earned during the period	$	301		$	468		$	127	$	128		$	868		$	1,496		$	408	$	356
Interest cost on projected benefit obligation		2,601			2,839			855		1,036			7,808			8,476			2,628		2,981
Expected return on plan assets		(2,959	)		(2,995	)		—					(8,883	)		(8,940	)
Amortization of net transition (asset) obligation		—			—			—		—			—			—			—		—
Amortization of prior service (credit) cost		11			11			—		—			33			33			—		—
Amortization of (gain)/loss		663			258			33		(8	)		1,975			794			83		(24	)
Total benefits cost charged to income	$	617		$	581		$	1,015	$	1,156		$	1,801		$	1,859		$	3,119	$	3,313

As of September 30, 2013, $8.0 million has been contributed to our sponsored pension plans.  We presently anticipate contributing an additional $2.1 million to fund our pension plans during 2013 for a total of $10.1 million.

Note 7 – Commitments and Contingencies

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

In addition to environmental laws that regulate our ongoing operations, we are also subject to environmental remediation liability. Under the federal Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and analogous state laws, we may be liable as a result of the release or threatened release of hazardous materials into the environment regardless of when the release occurred. We are currently involved in several matters relating to the investigation and/or remediation of locations where we have arranged for the disposal of foundry wastes. Such matters include situations in which we have been named or are believed to be potentially responsible parties in connection with the contamination of these sites. Additionally, environmental remediation may be required to address soil and groundwater contamination identified at certain of our facilities.

As of September 30, 2013, we had an environmental reserve of approximately $1.5 million, related primarily to our foundry operations. This reserve is based on management’s review of potential liabilities as well as cost estimates related thereto. The reserve takes into account the benefit of a contractual indemnity given to us by a prior owner of our wheel-end subsidiary. The failure of the indemnitor to fulfill its obligations could result in future costs that may be material. Any expenditures required for us to comply with applicable environmental laws and/or pay for any remediation efforts will not be reduced or otherwise affected by the existence of the environmental reserve. Our environmental reserve may not be adequate to cover our future costs related to the sites associated with the environmental reserve, and any additional costs may have a material adverse effect on our business, results of operations or financial condition. The discovery of additional environmental issues, the modification of existing laws or regulations or the promulgation of new ones, more vigorous enforcement by regulators, the imposition of joint and several liability under CERCLA or analogous state laws, or other unanticipated events could also result in a material adverse effect.

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

At the Erie, Pennsylvania, facility, we have obtained an environmental insurance policy to provide coverage with respect to certain environmental liabilities.  Management does not believe that the outcome of any environmental proceedings will have a material adverse effect on our consolidated financial condition or results of operations.

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As of September 30, 2013, we had approximately 2,246 employees, of which 508 were salaried employees with the remainder paid hourly. Unions represent approximately 1,485 of our employees, which is approximately 66.1% of our total employees. Each of our unionized facilities has a separate contract with the union that represents the workers employed at such facility. The union contracts expire at various times over the next few years with the exception of our union contract that covers the hourly employees at our Monterrey, Mexico, facility, which expires on an annual basis in January unless otherwise renewed. The 2013 negotiations in Monterrey were successfully completed prior to the expiration of our union contract. In  2013, we have collective bargaining agreements expiring at our Brillion, Wisconsin facility.  We do not anticipate that the outcome of our 2013 negotiations will have a material adverse effect on our operating performance or cost.

Note 8 – Financial Instruments

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

The hierarchy consists of three levels:

Level 1	Quoted market prices in active markets for identical assets or liabilities;
Level 2	Inputs other than Level 1 inputs that are either directly or indirectly observable; and
Level 3	Unobservable inputs developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

The carrying amounts of cash and cash equivalents, trade receivables, and accounts payable approximate fair value because of the relatively short maturity of these instruments.  The fair value of our 9.5% senior secured notes based on market quotes, which we determined to be Level 1 inputs, at September 30, 2013 was approximately $323.2 million compared to the carrying amount of $304.9 million.  The fair value of our 9.5% senior secured notes based on market quotes, which we determined to be Level 1 inputs, at December 31, 2012 was approximately $310.0 million compared to the carrying amount of $304.1 million.  The Company believes the fair value of our ABL facility at September 30, 2013 and December 31, 2012 equals the carrying value of $35.0 and $20.0 million, respectively.  As of September 30, 2013 and December 31, 2012 we had no other remaining significant financial instruments.

Note 9 – Segment Reporting

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

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2013			2012			2013			2012
Net sales:
Wheels	$	87,978		$	98,290		$	280,608		$	328,115
Gunite		40,751			49,592			131,354			185,435
Brillion Iron Works		26,535			39,373			86,230			132,509
Consolidated total	$	155,264		$	187,255		$	498,192		$	646,059
Operating income (loss):
Wheels	$	7,973		$	9,302		$	25,467		$	43,850
Gunite		(150	)		(8,076	)		1,396			(12,119	)
Brillion Iron Works		296			2,510			2,726			13,281
Corporate / Other		(8,844	)		(11,549	)		(29,152	)		(35,226	)
Consolidated total	$	(725	)	$	(7,813	)	$	437		$	9,786

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Current and prior period operating results from Imperial were reclassified to discontinued operations during the three and nine months ended September 30, 2013.  Excluded from net sales above, are inter-segment sales from Brillion Iron Works to Gunite, as shown in the table below: 

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2013		2012		2013		2012
Inter-segment sales	$	4,395	$	4,139	$	13,030	$	21,869

	As of
(In thousands)	September 30, 2013		December 31, 2012
Total assets:
Wheels	$	471,020	$	486,118
Gunite		59,270		54,707
Brillion Iron Works		55,337		51,435
Imperial Group		—		49,189
Corporate / Other		42,394		36,367
Consolidated total	$	628,021	$	677,816

Note 10 - Debt

As of September 30, 2013, total debt was $339.9 million consisting of $304.9 million of our outstanding 9.5% senior secured notes, net of discount and a $35.0 million draw on our ABL facility. As of December 31, 2012, total debt was $324.1 million consisting of $304.1 million of our outstanding 9.5% senior secured notes, net of discount and a $20.0 million draw on our ABL facility.

Our credit documents(the ABL facility and the indenture governing the senior secured notes) contain operating covenants that limit the discretion of management with respect to certain business matters.  These covenants place significant restrictions on, among other things, the ability to incur additional debt, to pay dividends, to create liens, to make certain payments and investments and to sell or otherwise dispose of assets and merge or consolidate with other entities.  In addition, the ABL facility contains a financial covenant which requires us to maintain a fixed charge coverage ratio during any compliance period, which is anytime when the excess availability is less than or equal to the greater of $10.0 million or 15 percent of the total commitment under the ABL facility.  Due to the amount of our excess availability (as calculated under the ABL facility), the Company is not currently in a compliance period and, we do not have to maintain a fixed charge coverage ratio, although this is subject to change.

On July 29, 2010, we entered into our Prior ABL Facility, which was a senior secured asset based revolving credit facility, in an aggregate principal amount of up to $75.0million, with the right to increase the availability under the facility by up to $25.0 million in the aggregate.  On February 7, 2012, we exercised our option to increase the loan commitments under the Prior ABL Facility by $25.0 million (for a total aggregate availability of $100.0 million) by entering into an asset-backed loan (ABL) incremental agreement.  The Prior ABL Facility would have matured on July 29, 2014 and provided for loans and letters of credit in an aggregate amount up to the amount of the facility, subject to meeting certain borrowing base conditions, with sub-limits of up to $10.0 million for swingline loans and $25.0 million to be available for the issuance of letters of credit.   Loans under the Prior ABL Facility bore interest at an annual rate equal to, at our option, either LIBOR plus 3.50% or Base Rate plus 2.75%, subject to changes based on our leverage ratio as defined in the Prior ABL Facility.  On July 11, 2013, the Company entered a new credit facility.  We were also required to pay a commitment fee equal to 0.50% per annum to the lenders under the Prior ABL Facility if utilization under the facility exceeded 50.0% of the total commitments under the facility and a commitment fee equal to 0.75% per annum if utilization under the facility was less than or equal to 50.0% of the total commitments under the facility. Customary letter of credit fees were also payable as necessary.  The obligations under the Prior 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”).

On July 11, 2013, we entered into the New ABL Facility and used $45.3 million of borrowings under the New ABL Facility and cash on hand to repay all amounts outstanding under the Prior ABL Facility and to pay related fees and expenses.

The New ABL Facility is a senior secured asset based credit facility in an aggregate principal amount of up to $100.0 million, consisting of a $90.0 million revolving credit facility and a $10.0 million first-in last-out term facility, with the right, subject to certain conditions, to increase the availability under the facility by up to $50.0 million in the aggregate. The New ABL Facility currently matures on July 11, 2018, which may be extended pursuant under certain circumstances pursuant to the terms of the New ABL Facility.

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

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

The obligations under the New ABL Facility are secured by (i) first-priority liens on the ABL Priority Collateral substantially and (ii) second-priority liens on the Notes Priority Collateral.  The New ABL Facility is a senior secured asset based credit facility in an aggregate principal amount of up to $100.0 million, consisting of a $90.0 million revolving credit facility and a $10.0 million first-in last-out term facility, with the right, subject to certain conditions, to increase the availability under the facility by up to $50.0 million in the aggregate. The New ABL Facility currently matures on July 11, 2018, which may be extended pursuant under certain circumstances pursuant to the terms of the New ABL Facility.

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Table of Contents

Note 11 – Guarantor and Non-guarantor Financial Statements

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

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2013
(In thousands)	Parent		Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
ASSETS
Cash and cash equivalents	$	22,527	$	—		$	5,466			—		$	27,993
Customer and other receivables, net		60,314		21,794			11,193		$	(21,740	)		71,561
Inventories		20,974		24,851			3,417			(419	)		48,823
Other current assets		5,586		5,283			6,339			—			17,208
Total current assets		109,401		51,928			26,415			(22,159	)		165,585
Property, plant, and equipment, net		78,445		106,546			36,627			—			221,618
Goodwill		96,283		4,414			—			—			100,697
Intangible assets, net		124,755		2,708			—			—			127,463
Investments in and advances to subsidiaries and affiliates		100,213		—			—			(100,213	)		—
Deferred income taxes		4,543		21,814			2,234			(24,048	)		4,543
Other non-current assets		7,671		444			—			—			8,115
TOTAL	$	521,311	$	187,854		$	65,276		$	(146,420	)	$	628,021
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	14,227	$	27,046		$	9,933			—		$	51,206
Accrued payroll and compensation		1,045		6,130			1,659			—			8,834
Accrued interest payable		5,218		—			—			—			5,218
Other current liabilities		48,491		36,574			(41,006	)	$	(22,159	)		21,900
Total current liabilities		68,981		69,750			(29,414	)		(22,159	)		87,158
Long-term debt		339,921		—			—			—			339,921
Deferred and non-current income taxes		64,914		(12,237	)		(1,119	)		(24,048	)		27,510
Other non-current liabilities		18,624		101,630			24,307			—			144,561
Stockholders’ equity		28,871		28,711			71,502			(100,213	)		28,871
TOTAL	$	521,311	$	187,854		$	65,276		$	(146,420	)	$	628,021

	December 31, 2012
(In thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
ASSETS
Cash and cash equivalents	$	24,113		$	—		$	2,747			(109	)	$	26,751
Customer and other receivables, net		62,719			29,285			3,219		$	(30,627	)		64,596
Inventories		19,563			39,443			2,766			(580	)		61,192
Other current assets		(1,348	)		10,737			786			—			10,175
Total current assets		105,047			79,465			9,518			(31,316	)		162,714
Property, plant, and equipment, net		93,990			135,215			38,172			—			267,377
Goodwill		96,283			4,414			—			—			100,697
Intangible assets, net		131,347			2,833			—			—			134,180
Investments in and advances to subsidiaries and affiliates		95,958			—			—			(95,958	)		—
Deferred income taxes		(14,909	)		19,671			2,141			(6,903	)
Other non-current assets		12,215			590			43			—			12,848
TOTAL	$	519,931		$	242,188		$	49,874		$	(134,177	)	$	677,816
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	14,838		$	36,811		$	7,641			(109	)	$	59,181
Accrued payroll and compensation		1,241			7,488			1,997			—			10,726
Accrued interest payable		12,543			—			—			—			12,543
Other current liabilities		35,756			16,479			3,283		$	(31,207	)		24,311
Total current liabilities		64,378			60,778			12,921			(31,316	)		106,761
Long-term debt		324,133			—			—			—			324,133
Deferred and non-current income taxes		48,071			(12,042	)		(1,894	)		(6,903	)		27,232
Other non-current liabilities		18,476			106,671			29,670			—			154,817
Stockholders’ equity		64,873			86,781			9,177			(95,958	)		64,873
TOTAL	$	519,931		$	242,188		$	49,874		$	(134,177	)	$	677,816

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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

	Three Months Ended September 30, 2012
(In thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	102,599		$	96,319		$	36,515		$	(48,178	)	$	187,255
Cost of goods sold		91,854			102,620			34,963			(48,178	)		181,259
Gross profit		10,745			(6,301	)		1,552			—			5,996
Operating expenses		12,650			1,082			77			—			13,809
Income (loss) from operations		(1,905	)		(7,383	)		1,475			—			(7,813	)
Other income (expense):
Interest expense, net		(8,872	)		(87	)		38			—			(8,921	)
Equity in earnings of subsidiaries		(9,169	)		—			—			9,169			—
Other income (loss), net		1,983			168			(1,336	)		—			815
Income (loss) before income taxes from continuing operations		(17,963	)		(7,302	)		177			9,169			(15,919	)
Income tax provision		(284	)		—			178			—			(106	)
Income (loss) from continuing operations		(17,679	)		(7,302	)		(1	)		9,169			(15,813	)
Discontinued operations, net of tax		—			—			(1,866	)		—			(1,866	)
Net loss	$	(17,679	)	$	(7,302	)	$	(1,867	)	$	9,169		$	(17,679	)
Comprehensive loss	$	(17, 996	)	$	(7,302	)	$	(2,184	)	$	9,486		$	(17,996	)

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Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

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

	Nine Months Ended September 30, 2012
(In thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	344,540		$	332,513		$	115,474		$	(146,468	)	$	646,059
Cost of goods sold		298,716			332,304			107,764			(146,468	)		592,316
Gross profit		45,824			209			7,710			—			53,743
Operating expenses		40,241			3,483			233			—			43,957
Income from operations		5,583			(3,274	)		7,477			—			9,786
Other income (expense):
Interest expense, net		(25,991	)		(64	)		(269	)		—			(26,324	)
Equity in earnings of subsidiaries		(1,678	)		—			—			1,678			—
Other income (loss), net		1,767			168			(1,399	)		—			536
Income (loss) before income taxes from continuing operations		(20,319	)		(3,170	)		5,809			1,678			(16,002	)
Income tax  provision		1,150			—			1,680			—			2,830
Income (loss) from continuing operations		(21,469	)		(3,170	)		4,129			1,678			(18,832	)
Discontinued operations, net of tax		—			—			(2,637	)		—			(2,637	)
Net income (loss)	$	(21,469	)	$	(3,170	)	$	1,492		$	1,678		$	(21,469	)
Comprehensive income (loss)	$	(21,825	)	$	(3,170	)	$	1,136		$	2,034		$	(21,825	)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

	Nine Months Ended September 30, 2012
(In thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(21,469	)	$	(3,170	)	$	1,492		$	1,678		$	(21,469	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		7,100			17,209			6,004			—			30,313
Amortization – deferred financing costs		2,069			—			—			—			2,069
Amortization – other intangible assets		6,379			1,773			—			—			8,152
(Gain) loss on disposal of assets		(2,011	)		2,282			107			—			378
Deferred income taxes		1,111			—			—			—			1,111
Non-cash stock-based compensation		2,380			—			—			—			2,380
Equity in earnings of subsidiaries and affiliates		1,678			—			—			(1,678	)		—
Change in other operating items		(17,687	)		(1,431	)		2,761			—			(16,357	)
Net cash provided by (used in) operating activities		(20,450	)		16,663			10,364			—			6,577
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(20,610	)		(16,300	)		(7,313	)		—			(44,223	)
Other		—			—			1,000			—			1,000
Net used in investing activities		(20,610	)		(16,300	)		(6,313	)		—			(43,223	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Other		8,910			—			(8,910	)		—			—
Net cash provided by (used in) financing activities		8,910			—			(8,910	)		—			—
Increase (decrease) in cash and cash equivalents		(32,150	)		363			(4,859	)		—			(36,646	)
Cash and cash equivalents, beginning of period		51,578			(2,547	)		7,884			—			56,915
Cash and cash equivalents, end of period	$	19,428		$	(2,184	)	$	3,025		$	—		$	20,269

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

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

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

Reclassifications out of Accumulated Other Comprehensive Income:

	Three and Nine Months Ended September 30, 2013
(In thousands)	Pension Plan			Post Retirement Plan			Total
Amortization of Pension and Postretirement Plan items
Prior Service Costs	$	33		$	—		$	33
Actuarial (losses)		1,976			83			2,059
Foreign currency translation related to pension and postretirement plans		607			(11	)		596
Total before tax		2,616			72			2,688
Tax (expense) benefit		(470	)		(37	)		(507	)
Total reclassified for the period	$	2,146		$	35		$	2,181

The total amount reclassified from Accumulated Other Comprehensive Income during the three months ended September 30, 2013 of $1,433 included $881 which relates to the periods ended March 31, 2013 and June 30, 2013.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The accompanying unaudited condensed consolidated financial statements are prepared in conformity with U.S. GAAP and such principles are applied on a basis consistent with the information reflected in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission (“SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations promulgated by the SEC.  In the opinion of management, the interim financial information includes all adjustments and accruals, consisting primarily of normal recurring adjustments, which are necessary for a fair presentation of results for the respective interim periods.  The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2013 or any interim period.  Except for the historical information contained herein, this quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties.  Our actual results may differ materially from those indicated by such forward-looking statements.

Overview

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

Our primary product lines are standard equipment used by a majority of North American heavy- and medium-duty truck OEMs.

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

The heavy- and medium-duty truck and commercial trailer markets, the related aftermarket, and the global industrial, construction, and mining, markets are the primary drivers of our sales. The commercial vehicle manufacturing and replacement part markets are, in turn, directly influenced by conditions in the North American truck industry and generally by conditions in other industries which indirectly impact the truck industry, such as the home-building industry, and by overall economic growth and consumer spending.  The global industrial, construction, and mining markets are driven by more macro- and global economic conditions, such as coal, oil and gas exploration, demand for mined products that are converted into industrial raw materials such as steel, iron and copper, and global construction trends.  The North American commercial vehicle and global industrial and construction markets continue to show softness, which we expect to continue through the fourth quarter of 2013 and into 2014.  We cannot, however, accurately predict the North American commercial vehicle and global industrial and commercial markets.  Additional deterioration of the economic recovery may lead to further reduced spending and deterioration in our end markets.

Our markets and those of our customers are becoming increasingly competitive as global and North American economic recoveries remain sluggish.  In the North American commercial vehicle market, OEMs are competing to maintain or increase market share in the face of evolving emissions regulations, increasing customer emphasis on light weight and fuel efficient platforms and a tepid economic recovery that is holding new equipment purchases at replacement (rather than expansionary) 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.  Recently, a number of platforms on which our products are standard equipment have lost market share, which has impacted our business.  We are also continuing to see the impacts of low cost country sourced products in our markets, which has particularly impacted the aftermarket for steel wheels and brake drums and has further impacted our Gunite business through the loss of primary position with two of our OEMs in 2012 as previously disclosed.  Further, broader economic weaknesses in industrial manufacturing impacted our Brillion business through reduced customer orders during the first nine months of 2013.  We expect this weakness and lower demand in Brillion’s markets to continue through the remainder of 2013 and into 2014.

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In response to these conditions, we are working to increase our market share and to control costs while positioning our businesses to compete at current demand levels and still maintain capacity to meet the recoveries in our markets as they occur, which history has shown can be swift and steep.  For example, we have implemented lean manufacturing practices across our facilities, which have resulted in reduced working capital levels that free up cash for other priorities.  We have also completed most of our previously disclosed capital investment projects that have selectively increased our manufacturing capacity on core products, reduced labor and manufacturing costs and improved product quality.  Additionally, we have introduced and will continue to develop and roll-out new products and technologies that we believe offer better value to customers.  Further, we have been pursuing new business opportunities at OEM customers and working to increase our market share at OEMs by developing our relationships with large fleets in order to “pull through” our products when they order new equipment.  We continue to monitor competition from products manufactured in low cost countries and will take steps to combat unfair trade practices, such as filing anti-dumping petitions with the United States government, as warranted.

In addition to improving our operations, we have taken steps to improve our liquidity to ensure access to the funds required to finance our business throughout the cycle and to focus our efforts on our core markets.  , On July 11, 2013, we entered into a new senior secured asset-based lending facility (the “New ABL Facility”) and used borrowing under that facility and cash on hand to repay all amounts outstanding under the Prior ABL Facility, and to pay related fees and expenses.  For additional information on our New ABL Facility, see “Capital Resources and Liquidity-Bank Borrowing.  Further, on August 1, 2013, the Company announced that it completed the sale of substantially all of the assets of its non-core Imperial Group business to Imperial Group Manufacturing, Inc., a new company formed and capitalized by Wynnchurch Capital for total cash consideration of $30.0 million at closing, plus a contingent earn-out totaling up to $2.25 million.  Pursuant to the provisions of the purchase agreement, subject to certain limited exceptions, the purchaser purchased from Imperial all equipment, inventories, accounts receivable, deposits, prepaid expenses, intellectual property, contracts, real property interests, transferable permits and other intangibles related to the business and assumed Imperial’s trade and vendor accounts payable and performance obligations under those contracts included in the purchased assets. The real property interests acquired by the purchaser include ownership of three plants located in Decatur, Texas, Dublin, Virginia and Chehalis, Washington and a leasehold interest in a plant located in Denton, Texas. Imperial retained ownership of a plant property located in Portland, Tennessee and included a $2.5 million impairment charge in the loss. The Company leased such property to the purchaser under a two-year lease with the option of the Purchaser to renew the lease for one additional year.  A portion of the proceeds from the sale were used to repay outstanding indebtedness under our New ABL Facility.

We believe that cash from operations, existing cash reserves, and our ABL revolving credit facility will provide adequate funds for our working capital needs, planned capital expenditures and cash interest payments through 2013 and the foreseeable future.

Results of Operations

Certain operating results from prior periods have been reclassified to discontinued operations to conform to the current year presentation.

Comparison of Financial Results for the Three Months Ended September 30, 2013 and 2012

	Three Months Ended September 30,
(In thousands)	2013			2012
Net sales	$	155,264		$	187,255
Cost of goods sold		144,994			181,259
Gross profit		10,270			5,996
Operating expenses		10,995			13,809
Income (loss) from operations		(725	)		(7,813	)
Interest expense, net		(8,711	)		(8,921	)
Other income (loss), net		546			815
Income tax provision (benefit)		(495	)		(106	)
Loss from continuing operations		(8,395	)		(15,813	)
Discontinued operations, net of tax		(10,220	)		(1,866	)
Net loss	$	(18,615	)	$	(17,679	)

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Net Sales

	Three Months Ended September 30,
(In thousands)	2013		2012
Wheels	$	87,978	$	98,290
Gunite		40,751		49,592
Brillion		26,535		39,373
Total	$	155,264	$	187,255

Our consolidated net sales for the three months ended September 30, 2013, were $155.3 million, which was a decrease of $32.0 million or 17.1 percent, compared to net sales of $187.3 million for the three months ended September 30, 2012.  Of the total decrease, approximately $32.7 million was a result of lower volume demand due to decreased production levels of the commercial vehicle market and its aftermarket segments in North America, reduced sales by our Gunite business unit due to the loss of OEM business and softness in the global industrial, construction, and mining markets that Brillion serves..  The reduction in volume was partially offset by $0.7 million in increased pricing, which primarily represented a pass-through of increased raw material and commodity costs.

Net sales for our Wheels segment decreased $10.3 million, or 10.5 percent during the three months ended September 30, 2013 compared to the same period in 2012 due to decreased volume of $ 9.4 million and a reduction in pricing of $0.9 million due to lower raw material costs and its impact on our pass-through mechanisms. Net sales for our Gunite segment dropped 17.8 percent as compared to the third quarter of 2012, primarily due to previously disclosed loss of standard position at two of its major OEM customers.  Our Gunite products have a higher concentration of aftermarket demand, primarily due to the brake drum products that Gunite produces, which are replaced more often than our other products.  Our Brillion segment’s net sales decreased by 32.6 percent due to lower demand in the industrial and commercial markets and decreased pricing.

North American commercial vehicle industry production builds were, as follows:

	For the three months ended September 30,
	2013		2012
Class 8		63,707		64,901
Classes 5-7		51,250		42,617
Trailer		61,764		59,760

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.

Cost of Goods Sold

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

	Three Months Ended September 30,
(In thousands)	2013		2012
Raw materials	$	68,211	$	88,253
Depreciation		8,841		10,124
Labor and other overhead		67,942		82,882
Total	$	144,994	$	181,259

Raw materials costs decreased by $20.0 million, or 22.7 percent, during the three months ended September 30, 2013 due to decreases in sales volume of approximately 17.1 percent, in addition to a decrease in raw material pricing of approximately 5.6 percent.  The price increases were primarily related to steel and aluminum, which represent nearly all of our raw material costs.

Depreciation decreased by $1.3 million, or 12.7 percent during the three months ended September 30, 2013 primarily due to the reduction in depreciable assets that was a result of an impairment of fixed assets in the fourth quarter of 2012 related to our Gunite segment.

Labor and overhead costs decreased by 18.0 percent, which is primarily related to staff reduction initiatives and decreased customer demand resulting in reduced sales.

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Operating Expenses

	Three Months Ended September 30,
(In thousands)	2013		2012
Selling, general, and administration	$	7,221	$	9,236
Research and development		1,592		1,800
Depreciation and amortization		2,182		2,773
Total	$	10,995	$	13,809

Selling, general, and administrative costs decreased by $2.0 million in 2013 compared to the same period in 2012 due to costs incurred that were associated with Gunite’s quality management issues in 2012.  Research and development costs decreased by $0.2 million primarily due to reductions in staff and travel expenses.

Depreciation and amortization expenses decreased primarily due to the impairment of intangible assets of our Gunite unit in the fourth quarter of 2012, offset by an increase to depreciation for our capital investments.

Operating Income (Loss)

	Three Months Ended September 30,
(In thousands)	2013			2012
Wheels	$	7,973		$	9,302
Gunite		(150	)		(8,076	)
Brillion		296			2,510
Corporate/Other		(8,844	)		(11,549	)
Total	$	(725	)	$	(7,813	)

Operating income for the Wheels segment was 9.1 percent of its net sales for the three months ended September 30, 2013 compared to 9.5 percent for the three months ended September 30, 2012.  During the three months ended September 30, 2013, the Wheels segment experienced a decrease in demand as Class 8 truck production dropped and aftermarket orders declined.

The operating loss for the Gunite segment was 0.4 percent of its net sales for the three months ended September 30, 2013 and 16.3 percent for the three months ended September 30, 2012.  During the three months ended September 30, 2013 Gunite experienced increased efficiencies from the operational improvements that began during 2012.

Operating income for the Brillion segment was 1.1 percent of its net sales for the three months ended September 30, 2013 compared to 6.4 percent for same period in 2012.  Sales volume for our Brillion segment decreased significantly during 2013 as the global industrial, construction, mining, and commercial markets softened.  Although Brillion reduced its costs in response to falling demand, the fixed cost impact on much lower sales reduced profitability for the current period.

The operating expenses for the Corporate segment were 5.7 percent of consolidated net sales for the three months ended September 30, 2013 as compared to 6.2 percent for the comparative period in 2012.  Overall, our Corporate costs have been curtailed through reduced staffing and other general expenses.

Interest Expense

Net interest expense decreased $0.2 million to $8.7 million for the three months ended September 30, 2013 from $8.9 million for the three months ended September 30, 2012 due to the refinancing of our ABL in the third quarter of 2013.

Discontinued Operations

Discontinued operations represent reclassification of operating results, including gain/loss on sale, for Imperial Group, net of tax.  We have reclassified prior period operating results, including the gain/loss on the sale transactions, to discontinued operations.

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Comparison of Financial Results for the Nine Months Ended September 30, 2013 and 2012

	Nine Months Ended September 30,
(In thousands)	2013			2012
Net sales	$	498,192		$	646,059
Cost of goods sold		462,938			592,316
Gross profit		35,254			53,743
Operating expenses		34,817			43,957
Income from operations		437			9,786
Interest expense, net		(26,562	)		(26,324	)
Other income (loss), net		250			536
Income tax provision		2,378			2,830
Loss from continuing operations		(28,253	)		(18,832	)
Discontinued operations, net of tax		(11,671	)		(2,637	)
Net loss	$	(39,924	)	$	(21,469	)

Net Sales

	Nine Months Ended September 30,
(In thousands)	2013		2012
Wheels	$	280,608	$	328,115
Gunite		131,354		185,435
Brillion		86,230		132,509
Total	$	498,192	$	646,059

Our net sales for the nine months ended September 30, 2013, were $498.2 million, which was a decrease of 22.9 percent, compared to net sales of $646.1 million for the nine months ended September 30, 2012.  Of the total decrease, approximately $142.0 million was a result of lower volume demand due to decreased production levels of the commercial vehicle market and its aftermarket segments in North America, reduced sales by our Gunite business unit due to the loss of OEM business and softness in the global industrial, construction, and mining markets that Brillion serves.  The remaining $5.8 million decrease of net sales recognized was related to lower pricing, which primarily represented a pass-through of changing raw material and commodity costs.

Net sales for our Wheels segment decreased 14.5 percent during the nine months ended September 30, 2013 compared to the same period in 2012 primarily due to decreased volume for all three major OEM segments, as depicted in the table below.  Net sales for our Gunite segment dropped 29.2 percent due to the previously disclosed loss of standard position at two of its major OEM customers in the third quarter of 2012.   Our Gunite products have a higher concentration of aftermarket demand, primarily due to the brake drum products, which are replaced more often than our other products. Our Brillion segment’s net sales decreased by 34.9 percent due to lower demand in the industrial and commercial markets of $45.1 million and decreased pricing of approximately $0.1 million.

North American commercial vehicle industry production builds were, as follows:

	For the nine months ended September 30,
	2013		2012
Class 8		186,154		220,870
Classes 5-7		149,950		141,081
Trailer		184,095		179,210

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.

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Cost of Goods Sold

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

	Nine Months Ended September 30,
(In thousands)	2013		2012
Raw materials	$	224,277	$	298,971
Depreciation		25,939		29,561
Labor and other overhead		212,722		263,784
Total	$	462,938	$	592,316

Raw materials costs decreased by $74.7 million, or 25.0 percent, during the nine months ended September 30, 2013 due to decreases in sales volume of approximately 23.7 percent and price decreases of approximately 1.2 percent.  The price decreases were primarily related to steel and aluminum, which represent nearly all of our material costs.

Depreciation decreased by $3.6 million, or 12.3 percent during the nine months ended September 30, 2013 primarily due to the reduction in depreciable assets that was a result of an impairment of fixed assets in the fourth quarter of 2012 related to our Gunite segment.

Labor and overhead costs decreased by 19.4 percent due to decreased production volume, compared to a 23.7 percent decrease in sales volume.

Operating Expenses

	Nine Months Ended September 30,
(In thousands)	2013		2012
Selling, general, and administration	$	23,983	$	30,476
Research and development		4,114		5,293
Depreciation and amortization		6,720		8,188
Total	$	34,817	$	43,957

Selling, general, and administrative costs decreased by $6.5 million in 2013 due to costs incurred during 2012 that were associated with Gunite’s quality management issues in 2012.  Research and development costs decreased by $1.2 million due to decreases in staff and travel expenses.

Depreciation and amortization expenses were impacted due to the impairment at our Gunite segment during the fourth quarter of 2012.

Operating Income (Loss)

	Nine Months Ended September 30,
(In thousands)	2013			2012
Wheels	$	25,467		$	43,850
Gunite		1,396			(12,119	)
Brillion		2,726			13,281
Corporate/Other		(29,152	)		(35,226	)
Total	$	437		$	9,786

Operating income for the Wheels segment was 9.1 percent of its net sales for the nine months ended September 30, 2013 compared to 13.4 percent for the nine months ended September 30, 2012.  During the nine months ended September 30, 2013, the Wheels segment experienced a decrease in demand as Class 8 truck production dropped and aftermarket orders declined.

The operating income (loss) for the Gunite segment was 1.1 percent of its net sales for the nine months ended September 30, 2013 and (6.5) percent for the nine months ended September 30, 2012.  During the nine months ended September 30, 2013, Gunite benefited from steadily improving operational efficiencies.

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Operating income for the Brillion segment was 3.2 percent of its net sales for the nine months ended September 30, 2013 compared to 10.0 percent for same period in 2012, resulting from reduced demand for Brillion’s services in the global industrial, mining, and construction markets.

The operating expenses for the Corporate segment were 5.9 percent of consolidated net sales for the nine months ended September 30, 2013 as compared to 5.5 percent for the comparative period in 2012. Despite the percentage increase due to lower sales, these results reflect a cost reduction of $6.1 million related to reduced spending and staffing expense.

Interest Expense

Net interest expense increased $0.3 million to $26.6 million for the nine months ended September 30, 2013 from $26.3 million for the nine months ended September 30, 2012 due to increased debt in 2013 compared to 2012.

Income Tax Provision

Our income tax provision of $2.4 million in the nine months ended September 30, 2013 was $0.4 million lower than our provision for the nine months ended September 30, 2012.

Our effective tax rate is (9.2)% and (17.7)% for the nine months ended September 30, 2013 and September 30, 2012, respectively.

We have assessed the need to maintain a valuation allowance for deferred tax assets based on an assessment of whether it is more likely than not that deferred tax benefits will be realized through the generation of future taxable income. Appropriate consideration is given to all available evidence, both positive and negative, in assessing the need for a valuation allowance. Due to our recent history of U.S. operating and taxable losses, the inconsistency of these profits, and the uncertainty of our financial outlook, we continue to maintain a full valuation allowance against our domestic deferred tax assets.   Accordingly, the effect income tax for the Company is (9.1)% and (15.0)% for the nine month periods ended September 30, 2013 and September 30, 2012, respectively.

Discontinued Operations

Discontinued operations represent reclassification of operating results, including gain/loss on sale, for Imperial Group, net of tax.  We have reclassified prior period operating results, including the gain/loss on the sale transactions, to discontinued operations.

Changes in Financial Condition

At September 30, 2013, we had total assets of $628.0 million, compared to total assets of $677.8 million at December 31, 2012.  The $49.8 million, or 7.3 percent decrease in total assets primarily resulted from changes in working capital and capital investments coupled with a reduction in cash, and sale of the assets of our Imperial segment.  We define working capital as current assets (excluding cash) less current liabilities.

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

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Table of Contents

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

	September 30,			December 31,
(In thousands)	2013			2012
Accounts receivable	$	71,561		$	64,596
Inventories		48,823			61,192
Deferred income taxes (current)		4,592			4,591
Other current assets		12,616			5,584
Accounts payable		(51,206	)		(59,181	)
Accrued payroll and compensation		(8,834	)		(10,726	)
Accrued interest payable		(5,218	)		(12,543	)
Accrued workers compensation		(3,860	)		(5,868	)
Other current liabilities		(18,040	)		(18,443	)
Working Capital	$	50,434		$	29,202

Significant changes in working capital included:

·   Receivables increased by approximately $7.0 million due to the increase from our continuing operations of approximately $14.6 million related to reduced sales in the months leading up to the respective period ends and an increase of $2.0 million related to an earnout from Fabco which was sold in 2011, partially offset by the sale of the Imperial segment and the related receivables of $9.6 million.

·   a decrease in inventory of $12.4 million due to the execution of LEAN manufacturing initiatives, and the sale of our Imperial business;

·   an increase in other current assets due to deposits and repaid rents related to our leaseback activities

·   a decrease in accounts payable of $8.0 million due to comparative decrease in production and revenue and the sale of our Imperial business;

·   a decrease in our accrued interest due to an interest payment made during the quarter.

Capital Resources and Liquidity

Our primary sources of liquidity during the nine months ended September 30, 2013 were cash reserves, sale-leasebacks and the sale of the Imperial business unit.  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 2013 and the foreseeable future.

As of September 30, 2013, we had $28.0 million of cash plus $34.4 million in availability under our ABL credit facility for total liquidity of $62.4 million.  Total liquidity as of December 31, 2012 was $64.0 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 credit 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 used in operating activities during the nine months ended September 30, 2013 amounted to $25.1 million compared to net cash provided of $6.6 million for the period ended September 30, 2012, mostly due to the change in our working capital assets and liabilities in each of the periods and costs associated with the sale of the Imperial business unit.

Investing Activities

Net cash provided by investing activities totaled $12.7 million for the nine months ended September 30, 2013 compared to a use of $43.2 million for the period ended September 30, 2012.  Our most significant cash outlays for investing activities are the purchases of property, plant and equipment.  During the nine months ended September 30, 2013, we entered into two sale/leaseback agreements for manufacturing equipment, and as a result, had cash inflows of $14.9 million from the proceeds of the sale of the equipment and $30.0 million in proceeds from the sale of our Imperial segment.  The leases are classified as operating leases.   During the nine months ended September 30, 2012, we had cash inflows of $1.0 million related to the expiration of an escrow account established for the sale of the assets and liabilities of our Bostrom Seating subsidiary.  Capital expenditures for 2013 are currently expected to be approximately $35 million to $40 million, which we expect to fund through existing cash reserves or from our New ABL facility.

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Financing Activities

Cash provided by financing activities for the nine months ended September 30, 2013 was $13.7 million.  The cash provided was a result of a net draw on our Prior ABL facility.  

Bank Borrowing

The Prior ABL Facility and the New ABL Facility

On July 29, 2010, we entered into our Prior ABL Facility, which was a senior secured asset based revolving credit facility, in an aggregate principal amount of up to $75.0million, with the right to increase the availability under the facility by up to $25.0 million in the aggregate.  On February 7, 2012, we exercised our option to increase the loan commitments under the Prior ABL Facility by $25.0 million (for a total aggregate availability of $100.0 million) by entering into an asset-backed loan (ABL) incremental agreement.  The Prior ABL Facility would have matured on July 29, 2014 and provided for loans and letters of credit in an aggregate amount up to the amount of the facility, subject to meeting certain borrowing base conditions, with sub-limits of up to $10.0 million for swingline loans and $25.0 million to be available for the issuance of letters of credit.   Loans under the Prior ABL Facility bore interest at an annual rate equal to, at our option, either LIBOR plus 3.50% or Base Rate plus 2.75%, subject to changes based on our leverage ratio as defined in the Prior ABL Facility.

The obligations under the Prior ABL Facility were 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”).

On July 11, 2013, we entered into the New ABL Facility and used $45.3 million of borrowings under the New ABL Facility and cash on hand to repay all amounts outstanding under the Prior ABL Facility and to pay related fees and expenses.

The New ABL Facility is a senior secured asset based credit facility in an aggregate principal amount of up to $100.0 million, consisting of a $90.0 revolving credit facility and a $10.0 million first-in last-out term facility, with the right, subject to certain conditions, to increase the availability under the facility by up to $50.0 million in the aggregate. The New ABL Facility currently matures on the earlier of (i) July 11, 2018 and (ii) 90 days prior to the maturity date of the Company’s 9.5% first priority senior security notes due August 1, 2018, which may be extended pursuant under certain circumstances pursuant to the terms of the New ABL Facility.  See Note 10 to the Condensed Consolidated Financial Statements above.

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

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

The obligations under the New ABL Facility are secured by (i) first-priority liens on the ABL Priority Collateral and (ii) second-priority liens on the Notes Priority Collateral.

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Senior Secured Notes

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

Restrictive Debt Covenants.  Our credit documents(the New ABL Facility and the indenture governing the senior secured notes) contain operating covenants that limit the discretion of management with respect to certain business matters.  These covenants place significant restrictions on, among other things, the ability to incur additional debt, to pay dividends, to create liens, to make certain payments and investments and to sell or otherwise dispose of assets and merge or consolidate with other entities.  In addition, the New ABL Facility contains a fixed charge coverage ratio covenant which will be applicable if the availability under the ABL Facility is less than 10.0% of the amount of the New ABL Facility.  If applicable, that covenant requires us to maintain a minimum ratio of adjusted EBITDA less capital expenditures made during such period (other than capital expenditures financed with the net cash proceeds of asset sales, recovery events, incurrence of indebtedness and the sale or issuance of equity interests) to fixed charges of 1.00 to 1.00.  We expect to be in compliance with all restrictive debt covenants through the next twelve months.

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

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

Critical Accounting Policies and Estimates.  We have made a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America.  Actual results could differ significantly from those estimates under different assumptions and conditions.  We included in our Form 10-K for the year ended December 31, 2012 a discussion of our most critical accounting policies, which are those that have a material impact on our financial condition or operating performance and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Cautionary Statements Regarding Forward-Looking Statements

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

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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 delayed or less robust than anticipated commercial vehicle industry recovery in 2013 and 2014 could have a material adverse effect on our business;

·   the loss of a major customer could have a material 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 and aluminum and are vulnerable to industry shortages, significant price increases, and surcharges, some of which we may not be able to pass through to our customers;

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

·   a labor strike may disrupt our supply to our customer base;

·   we may encounter increased competition in the future from existing competitors or new competitors or competitors based in low cost countries;

·   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;

·   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 Annual Report filed on Form 10-K for the year ended December 31, 2012, as filed with the SEC.

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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 use derivative instruments to manage these exposures.  The objectives for holding derivatives are to minimize the risks using the most effective methods to eliminate or reduce the impacts of these exposures.

Foreign Currency Risk

Certain forecasted transactions, assets, and liabilities are exposed to foreign currency risk. We monitor our foreign currency exposures to maximize the overall effectiveness of our foreign currency derivatives. The principal currencies of exposure are the Canadian Dollar and Mexican Peso. From time to time, we use foreign currency financial instruments to offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities.  At September 30, 2013, there were no open foreign exchange forward 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.

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.

Raw Material/Commodity Price Risk

We rely upon the supply of certain raw materials and commodities in our production processes, and we have entered into firm purchase commitments for certain metals and natural gas. Additionally, from time to time, we use commodity price swaps and futures contracts to manage the variability in certain commodity prices on our operations and cash flows. At September 30, 2013 we had no open commodity price swaps or futures contracts.

Interest Rate Risk

We use long-term debt as a primary source of capital. The following table presents the principal cash repayments and related weighted average interest rates by maturity date for our long-term fixed-rate debt and other types of long-term debt at September 30, 2013:

(Dollars in thousands)	2013		2014		2015		2016		2017		Thereafter			Total			Fair Value
Long-term Debt:
Fixed Rate		—		—		—		—		—	$	310,000		$	310,000		$	323,175
Average Rate		—		—		—		—		—		9.50	%		9.50	%
Variable Rate		—		—		—		—		—	$	35,000		$	35,000		$	35,000
Average Rate		—		—		—		—		—		3.44	%		3.44	%

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.

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Changes in Internal Control Over Financial Reporting.  There have been no changes to our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting during our most recent quarter.

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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 product liability, contractual liability, intellectual property, employment matters, personal injury, 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 affect on our financial condition will not arise in the future.

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Table of Contents

Item 6.  Exhibits

    Exhibit No.                          Description

2.1	—	Agreement and Plan of Merger, dated as of December 24, 2004, by and among Accuride Corporation, Amber Acquisition Corp., Transportation Technologies Industries, Inc., certain signing stockholders and the Company Stockholders Representatives. Previously filed as an exhibit to the Form 8-K filed on December 30, 2004 and incorporated herein by reference.
2.2	—	Amendment to Agreement and Plan of Merger, dated as of January 28, 2005, by and among Accuride Corporation, Amber Acquisition Corp., Transportation Technologies Industries, Inc. certain signing stockholders and the Company Stockholders Representatives. Previously filed as an exhibit to the Form 8-K filed on February 4, 2005 and incorporated herein by reference.
2.3	—	ThirdAmended Joint Plan of Reorganization for Accuride Corporation, et al. Previously filed as an exhibit to the Form 8-K filed on February 22, 2010, and incorporated herein by reference.
2.4	—	Confirmation Order for Third Amended Plan of Reorganization.  Previously filed as an exhibit to the Form 8-K filed on February 22, 2010, and incorporated herein by reference.
2.5	—	Stock Purchase Agreement by and among Accuride Corporation, Truck Components, Inc., Fabco Automotive Corporation and Fabco Holdings Inc., dated September 26, 2011.  Previously filed as an exhibit to the Form 8-K filed on September 30, 2011, and incorporated herein by reference.
3.1	—	Amended and Restated Certificate of Incorporation of Accuride Corporation. Previously filed as an exhibit to the Form 8-K (Acc. No. 0001104659-10-012168) filed on March 4, 2010, and incorporated herein by reference.
3.2	—	Certificate of Amendment to the Amended and Restated Certificate of Incorporation.  Previously filed as an exhibit to the Form 8-K (ACC No. 0001104659-10-059191) filed on November 18, 2010, and incorporated herein by reference.
3.3	—	Amended and Restated Bylaws of Accuride Corporation. Previously filed as an exhibit to the Form 8-K (Acc. No. 0001104659-10-004054) filed on February 1, 2011, and incorporated herein by reference.
4.1	—	Registration Rights Agreement, dated February 26, 2010, by and between Accuride Corporation and each of the Holders party thereto. Previously filed as an exhibit to the Form 8-K (Acc. No. 0001104659-10-012168) filed on March 4, 2010 and incorporated herein by reference.
4.2	—	Indenture, dated as of July 29, 2010, by and among Accuride Corporation, the guarantors named therein, Wilmington Trust FSB, as trustee and Deutsche Bank Trust Company Americas, with respect to 9.5% First Priority Senior Secured Notes due 2018. Previously filed as an exhibit to the Form 8-K filed on August 2, 2010 (Acc. No. 0001104659-10-012168) and incorporated herein by reference.
4.3	—	Form of 9.5% First Priority Senior Secured Notes due 2018. Previously filed as an exhibit to Form 8-K filed on August 2, 2010 and incorporated herein by reference.
4.4	—	Intercreditor Agreement, dated as of July 29, 2010, among Deutsche Bank Trust Company Americas, as initial ABL Agent, and Deutsche Bank Trust Company Americas, as Senior Secured Notes Collateral Agent. Previously filed as an exhibit to the Form 8-K filed on August 2, 2010 (Acc. No. 0001104659-10-012168) and incorporated herein by reference.
4.5	—	Rights Agreement, dated November 9, 2011, between Accuride Corporation and American Stock Transfer & Trust Company, LLC.  Previously filed as an exhibit to the Form 8-K filed on November 9, 2011 and incorporated by reference herein.
4.6	—	Joinder and Amendment to Intercreditor Agreement, dated July 11, 2013, by and among Wells Fargo, National Association, a national banking association, as the New ABL Agent and Deutsche Bank Trust Company Americas, as Senior Secured Notes Collateral Agent. Previously filed as an exhibit to the Form 8-K filed on July 12, 2013 and incorporated herein by reference.
10.1	—	Credit Agreement, dated July 11, 2013, by and among Wells Fargo, National Association, as Administrative Agent, Lead Arranger and Book Runner, BMO Harris Bank N.A., as Syndication Agent, the lenders party thereto, and the Accuride Corporation and its subsidiaries parties thereto, as Borrowers. Previously filed as an exhibit to the Form 8-K filed on July 12, 2013 and incorporated herein by reference.
10.2	—	Asset Purchase Agreement, dated August 1, 2013, by and among Accuride Corporation, Imperial Group, L.P., and Imperial Group Manufacturing, Inc. previously filed as an exhibit to Form 8-K filed on August 6, 2013 and incorporated herein by reference.
10.3	—	Sublease, entered into as of August 8, 2013, by and between Accuride Corporation and Menlo Logistics, Inc. Previously filed as an exhibit to the Form 8-K filed on August 13, 2013 and incorporated herein by reference.
10.4	—	Lease, entered into as of August 8, 2013, by and between Accuride Corporation and Cabot Acquisition, LLC for property in Batavia, IL.  Previously filed as an exhibit to the Form 8-K filed on August 13, 2013 and incorporated herein by reference.
31.1†	—	Section 302 Certification of Richard F. Dauch in connection with the Quarterly Report of Form 10-Q on Accuride Corporation for the period ended September 30, 2012.
31.2†	—	Section 302 Certification of Gregory A. Risch in connection with the Quarterly Report on Form 10-Q of Accuride Corporation for the period ended September 30, 2012.
32.1††	—	Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
101.INS†	—	XBRL Instance Document
101.SCH†	—	XBRL Taxonomy Extension Schema Document
101.CAL†	—	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB†	—	XBRL Taxonomy Extension Label Linkbase Document
101.PRE†	—	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF†	—	XBRL Taxonomy Extension Definition Linkbase Document

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

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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 8, 2013
Richard F. Dauch
President and Chief Executive Officer
(Principal Executive Officer)
/s/ GREGORY A. RISCH	Dated:  November 8, 2013
Gregory A. Risch
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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