UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2015.

OR

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

For the transition period from __________ to ___________.

Commission file number 001-32483

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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

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

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

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

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

Large Accelerated Filer  Accelerated Filer  Non-Accelerated Filer   Smaller Reporting Company 

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

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

As of April 22, 2015, 47,929,789 shares of Accuride Corporation common stock, par value $.01 per share, were outstanding.

ACCURIDE CORPORATION

Table of Contents

PART I – FINANCIAL INFORMATION		Page
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	4
	Condensed Consolidated Statements of Stockholders' Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	23
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 6.	Exhibits	24
Signatures		26

Part I.  FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except for share and per share data)	March 31, 2015			December 31, 2014
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	17,570		$	29,773
Customer receivables, net of allowance for doubtful accounts of $589 and $327 in 2015 and 2014, respectively		76,120			56,271
Other receivables		6,545			7,299
Inventories		41,963			43,065
Deferred income taxes		2,687			2,687
Prepaid expenses and other current assets		10,445			10,785
Total current assets		155,330			149,880
PROPERTY, PLANT AND EQUIPMENT, net		207,948			212,183
OTHER ASSETS:
Goodwill		100,697			100,697
Other intangible assets, net		115,924			117,963
Deferred financing costs, net of accumulated amortization of $5,434 and $5,077 in 2015 and 2014, respectively		4,655			5,012
Deferred income taxes		2,713			1,289
Pension asset		9,804			9,518
Other		1,820			1,880
TOTAL	$	598,891		$	598,422
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	65,051		$	56,452
Accrued payroll and compensation		7,898			10,620
Accrued interest payable		5,122			12,428
Accrued workers compensation		2,945			3,137
Accrued and other liabilities		13,414			14,434
Total current liabilities		94,430			97,071
LONG-TERM DEBT		326,497			323,234
DEFERRED INCOME TAXES		16,654			14,837
NON-CURRENT INCOME TAXES PAYABLE		6,534			6,534
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY		80,844			82,157
PENSION BENEFIT PLAN LIABILITY		31,348			32,348
OTHER LIABILITIES		10,795			11,438
COMMITMENTS AND CONTINGENCIES (Note 6)		—			—
STOCKHOLDERS' EQUITY:
Preferred Stock, $0.01 par value; 10,000,000 shares authorized		—			—
Common Stock, $0.01 par value; 80,000,000 shares authorized, 47,929,789 and 47,718,818 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively, and additional paid-in-capital		442,931			442,631
Accumulated other comprehensive loss		(48,364	)		(49,638	)
Accumulated deficiency		(362,778	)		(362,190	)
Total stockholders' equity		31,789			30,803
TOTAL	$	598,891		$	598,422

See notes to unaudited condensed consolidated financial statements.

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ACCURIDE CORPORATION AND SUBSIDIARIES

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

	Three Months Ended March 31,
(In thousands except per share data)	2015			2014
NET SALES	$	183,659		$	166,784
COST OF GOODS SOLD		162,728			149,761
GROSS PROFIT		20,931			17,023
OPERATING EXPENSES:
Selling, general and administrative		11,603			10,454
INCOME FROM OPERATIONS		9,328			6,569
OTHER INCOME (EXPENSE):
Interest expense, net		(8,350	)		(8,420	)
Other loss, net		(1,172	)		(530	)
LOSS BEFORE INCOME TAXES FROM CONTINUING OPERATIONS		(194	)		(2,381	)
INCOME TAX PROVISION		386			904
LOSS FROM CONTINUING OPERATIONS		(580	)		(3,285	)
DISCONTINUED OPERATIONS, NET OF TAX		(8	)		(288	)
NET LOSS	$	(588	)	$	(3,573	)
OTHER COMPREHENSIVE INCOME, NET OF TAX:
Defined benefit plans		1,274			333
COMPREHENSIVE INCOME (LOSS)	$	686		$	(3,240	)
Weighted average common shares outstanding-basic		47,822			47,596
Basic loss per common share-continuing operations		(0.01	)		(0.07	)
Basic loss per common share-discontinued operations		—			(0.01	)
Basic loss per common share	$	(0.01	)	$	(0.08	)
Weighted average common shares outstanding-diluted		47,822			47,596
Diluted loss per common share-continuing operations		(0.01	)		(0.07	)
Diluted loss per common share-discontinued operations		—			(0.01	)
Diluted loss per common share	$	(0.01	)	$	(0.08	)

See notes to unaudited condensed consolidated financial statements.

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ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

(In thousands)	Common Stock and Additional Paid-in- Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficiency			Total Stockholders' Equity
BALANCE— January 1, 2014	$	440,479		$	(18,712	)	$	(359,883	)	$	61,884
Net loss		—			—			(3,573	)		(3,573	)
Share-based compensation expense		499			—			—			499
Tax impact of forfeited vested shares		(253	)		—			—			(253	)
Other comprehensive income		—			333			—			333
BALANCE—March 31, 2014	$	440,725		$	(18,379	)	$	(363,456	)	$	58,890

(In thousands)	Common Stock and Additional Paid-in- Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficiency			Total Stockholders' Equity
BALANCE—January 1, 2015	$	442,631		$	(49,638	)	$	(362,190	)	$	30,803
Net loss		—			—			(588	)		(588	)
Share-based compensation expense		663			—			—			663
Tax impact of forfeited vested shares		(363	)		—			—			(363	)
Other comprehensive income		—			1,274			—			1,274
BALANCE—March 31, 2015	$	442,931		$	(48,364	)	$	(362,778	)	$	31,789

 See notes to unaudited condensed consolidated financial statements.

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ACCURIDE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended March 31,
(In thousands)	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(588	)	$	(3,573	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property, plant and equipment		8,557			8,253
Amortization – deferred financing costs and debt discount		620			620
Amortization – other intangible assets		2,039			2,019
Loss on disposal of assets		(1	)		(7	)
Provision for deferred income taxes		30			182
Non-cash share-based compensation		663			499
Changes in certain assets and liabilities:
Receivables		(19,095	)		(23,775	)
Inventories		1,102			(5,980	)
Prepaid expenses and other assets		919			(1,458	)
Accounts payable		8,349			15,151
Accrued and other liabilities		(13,085	)		(7,448	)
Net cash used in operating activities		(10,490	)		(15,517	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(4,071	)		(6,709	)
Proceeds from sale of property, plant, and equipment		—			1,235
Net cash used in investing activities		(4,071	)		(5,474	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolver		11,000			10,000
Payments on revolver		(8,000	)		—
Principal payments on capital leases		(642	)		(795	)
Net cash provided by financing activities		2,358			9,205
NET DECREASE IN CASH AND CASH EQUIVALENTS		(12,203	)		(11,786	)
CASH AND CASH EQUIVALENTS—Beginning of period		29,773			33,426
CASH AND CASH EQUIVALENTS—End of period	$	17,570		$	21,640
Supplemental cash flow information:
Cash paid for interest	$	15,017		$	15,188
Cash paid for income taxes	$	952		$	706
Non-cash transactions:
Purchases of property, plant and equipment in accounts payable	$	2,643		$	3,610

See notes to unaudited condensed consolidated financial statements.

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ACCURIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Note 1 - Summary of Significant Accounting Policies

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

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

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

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

	Three Months Ended March 31,
(In thousands except per share data)	2015			2014
Numerator:
Loss from continuing operations	$	(580	)	$	(3,285	)
Loss from discontinued operations		(8	)		(288	)
Net loss	$	(588	)	$	(3,573	)
Denominator:
Weighted average shares outstanding – Basic		47,822			47,596
Weighted average shares outstanding - Diluted		47,822			47,596
Basic loss per common share:
From continuing operations	$	(0.01	)	$	(0.07	)
From discontinued operations		—			(0.01	)
Basic loss per common share	$	(0.01	)	$	(0.08	)
Diluted loss per common share
From continuing operations	$	(0.01	)	$	(0.07	)
From discontinued operations		—			(0.01	)
Diluted loss per common share	$	(0.01	)	$	(0.08	)

As of March 31, 2015, there were options exercisable for 144,095 shares that were not included in the computation of diluted earnings per share because the effect would be anti-dilutive.  As of March 31, 2014, there were options exercisable for 153,889 shares that were not included in the computation of diluted earnings per share because the effect would be anti-dilutive.

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Share-Based Compensation –Compensation expense for share-based compensation programs recognized as a component of operating expenses was $0.7 million and $0.5 million for the three months ended March 31, 2015 and March 31, 2014, respectively. 

As of March 31, 2015, there was approximately $6.0 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 1.6 years.

Income Tax – Under Interim Financial Reporting, we compute on a quarterly basis an estimated annual effective tax rate considering ordinary income and related income tax expense. Ordinary income refers to income (loss) before income tax expense excluding significant, unusual, or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is recorded in the interim period in which it occurs. Other items included in income tax expense in the periods in which they occur include the cumulative effect of changes in tax laws or rates, foreign exchange gains and losses, adjustments to uncertain tax positions, and adjustments to our valuation allowance due to changes in judgment in the realizability of federal and state deferred tax assets in future years.  Deferred tax assets in our foreign jurisdictions are more likely than not to be recognized, therefore, no valuation allowance has been recorded for these assets.

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

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

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

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

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

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

On April 16, 2015, the FASB issued ASU 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):Customer's Accounting for Fees Paid in a Cloud Computing Arrangement.  The amendments in this update provide guidance to customers about whether a cloud computing arrangement includes a software license. The amendment is effective for annual and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. The Company is evaluating the effect, if any, on its financial statements.

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Note 2 – Discontinued Operations

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

The following table presents sales and income attributable to discontinued operations.

	Three Months Ended March 31,
(In thousands)	2015			2014
Net sales	$	—		$	—
Income (loss) from operations		(10	)		(11	)
Other Income (Expense)		2			(277	)
Discontinued operations	$	(8	)	$	(288	)

Note 3 - Inventories

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

(In thousands)	March 31, 2015		December 31, 2014
Raw materials	$	8,743	$	8,244
Work in process		12,167		14,073
Finished manufactured goods		21,053		20,748
Total inventories	$	41,963	$	43,065

Note 4 - Goodwill and Other Intangible Assets

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

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

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

(In thousands)	Wheels			Brillion Iron Works			Total
Balance as of December 31, 2014	$	115,465		$	2,498		$	117,963
Amortization		(1,997	)		(42	)		(2,039	)
Balance as of March 31, 2015	$	113,468		$	2,456		$	115,924

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

(In thousands)	Wheels			Brillion Iron Works			Total
Balance as of December 31, 2013	$	122,764		$	2,666		$	125,430
Amortization		(1,977	)		(42	)		(2,019	)
Balance as of March 31, 2014	$	120,787		$	2,624		$	123,411

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

			As of March 31, 2015						As of December 31, 2014
(In thousands)	Weighted Average Useful Lives		Gross Amount		Accumulated Amortization		Carrying Amount		Gross Amount		Accumulated Amortization		Carrying Amount
Goodwill		—	$	100,697	$	—	$	100,697	$	100,697	$	—	$	100,697
Other intangible assets:
Trade names		—	$	25,200	$	—	$	25,200	$	25,200	$	—	$	25,200
Technology		10.6		39,169		23,914		15,255		39,169		23,158		16,011
Customer relationships		16.8		127,304		51,835		75,469		127,304		50,552		76,752
Other intangible assets			$	191,673	$	75,749	$	115,924	$	191,673	$	73,710	$	117,963

We estimate that our annual amortization expense for our other intangible assets for 2015 through 2019 will be approximately $8.1 million.

Note 5 - Pension and Other Postretirement Benefit Plans

Components of net benefit cost charged (credited) to income for the three months ended March 31:

	Pension Benefits						Other Benefits
	2015			2014			2015			2014
Service cost-benefits earned during the period	$	177		$	264		$	103		$	85
Interest cost on projected benefit obligation		2,354			2,654			860			876
Expected return on plan assets		(2,772	)		(3,155	)		—			—
Amortization of prior service (credit) cost		11			11			(9	)		(9	)
Amortization of loss		311			50			101			77
Total benefits cost (credited) charged to income	$	$81		$	($176	)	$	$1,055		$	$1,029

As of March 31, 2015, $1.4 million has been contributed in 2015 to our sponsored pension plans.  We presently anticipate contributing an additional $6.2 million to fund our pension plans during 2015 for a total of $7.6 million.  

Note 6 – Commitments and Contingencies

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

In addition to environmental laws that regulate our ongoing operations, we are also subject to environmental remediation liability. Under the federal Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") and analogous state laws, we may be 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 March 31, 2015, we had an environmental reserve of approximately $1.5 million, related primarily to our foundry operations. This reserve is based on management's review of potential liabilities as well as cost estimates related thereto. Any expenditure required for us to comply with applicable environmental laws and/or pay for any remediation efforts will not be reduced or otherwise affected by the existence of the environmental reserve. Our environmental reserve may not be adequate to cover our future costs related to the sites associated with the environmental reserve, and any additional costs may have a material adverse effect on our business, results of operations or financial condition. The discovery of additional environmental issues, the modification of existing laws or regulations or the promulgation of new ones, more vigorous enforcement by regulators, the imposition of joint and several liability under CERCLA or analogous state laws, or other unanticipated events could also result in a material adverse effect on our consolidated financial statements.

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

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

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

As of March 31, 2015, we had approximately 2,196 employees, of which 495 were salaried employees with the remainder paid hourly. Unions represent approximately 1,447 of our employees, which is approximately 66 percent of our total employees. Each of our unionized facilities has a separate contract with the union that represents the workers employed at such facility. The union contracts expire at various times over the next few years with the exception of our union contract that covers the hourly employees at our Monterrey, Mexico, facility, which expires on an annual basis in January unless otherwise renewed. The 2015 negotiations in Monterrey were completed prior to the expiration of our union contract. In 2014, we successfully negotiated new bargaining agreements for our Erie, Pennsylvania and Rockford, Illinois facilities, which will expire on September 3, 2018 and March 25, 2019, respectively. The previous contract at our London, Ontario facility expired on March 12, 2015, but our previously negotiated successor agreement  became effective on March 13, 2015 and runs through March 12, 2018. No other collective bargaining agreements expire in 2015.

Note 7 – Financial Instruments

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

The hierarchy consists of three levels:

Level 1 Quoted market prices in active markets for identical assets or liabilities;

Level 2 Inputs other than Level 1 inputs that are either directly or indirectly observable; and

Level 3 Unobservable inputs developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

The carrying amounts of cash and cash equivalents, customer receivables, and accounts payable approximate fair value because of the relatively short maturity of these instruments.  The fair value of our 9.5% senior secured notes based on market quotes, which we determined to be Level 1 inputs, at March 31, 2015 was approximately $315.6 million compared to the carrying amount of $306.5 million.  The fair value of our 9.5% senior secured notes based on market quotes, which we determined to be Level 1 inputs, at December 31, 2014 was approximately $319.2 million compared to the carrying amount of $306.2 million.  The Company believes the fair value of our variable interest rate Asset Based Loan ("ABL") facility at March 31, 2015 and December 31, 2014 equals the carrying value of $20.0 million and $17.0 million, respectively.  As of March 31, 2015 and December 31, 2014 we had no other financial instruments.

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Note 8 – Segment Reporting

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

	Three Months Ended March 31,
	2015			2014
Net sales:
Wheels	$	108,336		$	92,218
Gunite		37,740			43,973
Brillion Iron Works		37,583			30,593
Consolidated total	$	183,659		$	166,784
Income (loss) from operations:
Wheels	$	13,252		$	9,742
Gunite		2,741			3,278
Brillion Iron Works		2,196			1,275
Corporate / Other		(8,861	)		(7,726	)
Consolidated total	$	9,328		$	6,569

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

	Three Months Ended March 31,
	2015			2014
Inter-segment sales		$	2,175		$	3,841

	As of
(In thousands)	March 31, 2015			December 31, 2014
Total assets:
Wheels		$	448,768		$	441,835
Gunite			60,634			59,600
Brillion Iron Works			55,612			55,226
Corporate / Other			33,877			41,761
Consolidated total		$	598,891		$	598,422

Note 9 - Debt

As of March 31, 2015, total debt was $326.5 million consisting of $306.5 million of our outstanding 9.5% senior secured notes, net of discount, and a $20.0 million draw on our ABL facility.  As of December 31, 2014, total debt was $323.2 million consisting of $306.2 million of our outstanding 9.5% senior secured notes, net of discount, and a $17.0 million draw on our ABL facility.

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

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

We must also pay an unused line fee equal to 0.25% per annum to the lenders under the ABL Facility if utilization under the facility is greater than or equal to 50.0% of the total available commitments under the facility 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.

- 12 -

Note 10 – Guarantor and Non-guarantor Financial Statements

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

CONDENSED CONSOLIDATING BALANCE SHEETS

	March 31, 2015
(In thousands)	Parent		Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations			Total
ASSETS
Cash and cash equivalents	$	13,266	$	—		$	4,304	$	—		$	17,570
Customer and other receivables, net		49,841		26,667			6,157		—			82,665
Intercompany receivable		—		186,757			83,038		(269,795	)		—
Inventories		19,613		19,477			3,174		(301	)		41,963
Other current assets		7,330		1,250			4,552		—			13,132
Total current assets		90,050		234,151			101,225		(270,096	)		155,330
Property, plant and equipment, net		77,814		99,003			31,131		—			207,948
Goodwill		96,283		4,414			—		—			100,697
Other intangible assets, net		113,468		2,456			—		—			115,924
Investments in and advances to subsidiaries and affiliates		134,517		—			—		(134,517	)		—
Deferred income taxes		39,168		—			2,713		(39,168	)		2,713
Other non-current assets		6,130		345			9,804		—			16,279
TOTAL	$	557,430	$	340,369		$	144,873	$	(443,781	)	$	598,891
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	17,981	$	35,974		$	11,096	$	—		$	65,051
Intercompany payable		70,129		172,638			27,329		(270,096	)		—
Accrued payroll and compensation		630		6,107			1,161		—			7,898
Accrued interest payable		5,122		—			—		—			5,122
Accrued and other liabilities		3,769		9,803			2,787		—			16,359
Total current liabilities		97,631		224,522			42,373		(270,096	)		94,430
Long term debt		326,497		—			—		—			326,497
Deferred and non-current income taxes		87,300		(25,918	)		974		(39,168	)		23,188
Other non-current liabilities		14,213		91,563			17,211		—			122,987
Stockholders' equity		31,789		50,202			84,315		(134,517	)		31,789
TOTAL	$	557,430	$	340,369		$	144,873	$	(443,781	)	$	598,891

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

- 13 -

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Three Months Ended March 31, 2015
(In thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	119,499		$	89,243		$	31,770		$	(56,853	)	$	183,659
Cost of goods sold		107,236			82,017			30,027			(56,552	)		162,728
Gross profit		12,263			7,226			1,743			(301	)		20,931
Operating expenses		11,303			254			46			—			11,603
Income (loss) from operations		960			6,972			1,697			(301	)		9,328
Other income (expense):
Interest income (expense), net		(8,688	)		(54	)		392			—			(8,350	)
Equity in earnings of subsidiaries		7,613			—			—			(7,613	)		—
Other income (expense), net		(569	)		—			(603	)		—			(1,172	)
Income (loss) before income taxes from continuing operations		(684	)		6,918			1,486			(7,914	)		(194	)
Income tax  (benefit) provision		(96	)		143			339			—			386
Income (loss) from continuing operations		(588	)		6,775			1,147			(7,914	)		(580	)
Discontinued operations, net of tax		—			—			(8	)		—			(8	)
Net income (loss)	$	(588	)	$	6,775		$	1,139		$	(7,914	)	$	(588	)
Comprehensive income (loss)	$	686		$	6,865		$	2,301		$	(9,166	)	$	686

	Three Months Ended March 31, 2014
(In thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	108,531		$	74,302		$	32,654		$	(48,703	)	$	166,784
Cost of goods sold		98,882			69,704			29,439			(48,264	)		149,761
Gross profit		9,649			4,598			3,215			(439	)		17,023
Operating expenses		10,122			280			52			—			10,454
Income (loss) from operations		(473	)		4,318			3,163			(439	)		6,569
Other income (expense):
Interest income (expense), net		(8,657	)		(61	)		298			—			(8,420	)
Equity in earnings of subsidiaries		5,673			—			—			(5,673	)		—
Other income (expense), net		(77	)		63			(516	)		—			(530	)
Income (loss) before income taxes from continuing operations		(3,534	)		4,320			2,945			(6,112	)		(2,381	)
Income tax  provision		39			143			722			—			904
Income (loss) from continuing operations		(3,573	)		4,177			2,223			(6,112	)		(3,285	)
Discontinued operations, net of tax		—			—			(288	)		—			(288	)
Net income (loss)	$	(3,573	)	$	4,177		$	1,935		$	(6,112	)	$	(3,573	)
Comprehensive income (loss)	$	(3,240	)	$	4,164		$	2,270		$	(6,434	)	$	(3,240	)

- 14 -

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Three Months Ended March 31, 2015
(In thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(588	)	$	6,775		$	1,139		$	(7,914	)	$	(588	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		2,863			4,681			1,013			—			8,557
Amortization – deferred financing costs		620			—			—			—			620
Amortization – other intangible assets		1,997			42			—			—			2,039
Loss on disposal of assets		17			(18	)		—			—			(1	)
Deferred income taxes		30			—			—			—			30
Non-cash stock-based compensation		663			—			—			—			663
Equity in earnings of subsidiaries and affiliates		(7,613	)		—			—			7,613			—
Change in other operating items		(11,688	)		(8,972	)		(1,451	)		301			(21,810	)
Net cash provided by (used in) operating activities		(13,699	)		2,508			701			—			(10,490	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(2,388	)		(1,387	)		(296	)		—			(4,071	)
Proceeds from notes receivable		(24,726	)		(9,691	)		—			34,417			—
Payments on notes receivable		37,197			21,683			—			(58,880	)		—
Other		3,164			—			(3,164	)		—			—
Net cash provided by (used in) investing activities		13,247			10,605			(3,460	)		(24,463	)		(4,071	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		20,691			24,726			—			(34,417	)		11,000
Payments on notes payable		(29,683	)		(37,197	)		—			58,880			(8,000	)
Principal payments on capital leases		—			(642	)		—			—			(642	)
Net cash provided by (used in) financing activities		(8,992	)		(13,113	)		—			24,463			2,358
Net decrease in cash and cash equivalents		(9,444	)		—			(2,759	)		—			(12,203	)
Cash and cash equivalents, beginning of period		22,710			—			7,063			—			29,773
Cash and cash equivalents, end of period	$	13,266		$	—		$	4,304		$	—		$	17,570

	Three Months Ended March 31, 2014
(In thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(3,573	)	$	4,177		$	1,935		$	(6,112	)	$	(3,573	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		2,736			4,456			1,061			—			8,253
Amortization – deferred financing costs		620			—			—			—			620
Amortization – other intangible assets		1,977			42			—			—			2,019
(Gain) loss on disposal of assets		(93	)		57			29			—			(7	)
Deferred income taxes		182			—			—			—			182
Non-cash stock-based compensation		499			—			—			—			499
Equity in earnings of subsidiaries and affiliates		(5,673	)		—			—			5,673			-
Change in other operating items		(8,538	)		(14,798	)		(613	)		439			(23,510	)
Net cash provided by (used in) operating activities		(11,863	)		(6,066	)		2,412			—			(15,517	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(3,651	)		(2,956	)		(102	)		—			(6,709	)
Proceeds from notes receivable		(29,370	)		(28,742	)		—			58,112			—
Payment on notes receivable		11,607			19,561			—			(31,168	)		—
Other		0			1,235			—			—			1,235
Net cash provided by (used in) investing activities		(21,414	)		(10,902	)		(102	)		26,944			(5,474	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		38,742			29,370			—			(58,112	)		10,000
Payments on notes payable		(19,561	)		(11,607	)		—			31,168			—
Other		—			(795	)		—			—			(795	)
Net Cash provided by (used in) financings activities		19,181			16,968			—			(26,944	)		9,205
Net increase (decrease) in cash and cash equivalents		(14,096	)		—			2,310			—			(11,786	)
Cash and cash equivalents, beginning of period		31,018			—			2,408			—			33,426
Cash and cash equivalents, end of period	$	16,922		$	—		$	4,718		$	—		$	21,640

- 15 -

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

	Three Months Ended March 31, 2015
(In thousands)	Pension Plan				Post Retirement Plan				Total
Accumulated other comprehensive income (loss) as of December 31, 2014		$	(40,160	)		$	(9,478	)		$	(49,638	)
Amounts reclassified from accumulated other comprehensive income (loss)			951				323				1,274
Accumulated other comprehensive income (loss) as of March 31, 2015		$	(39,209	)		$	(9,155	)		$	(48,364	)

	Three Months Ended March 31, 2014
(In thousands)	Pension Plan				Post Retirement Plan			Total
Accumulated other comprehensive income (loss) as of December 31, 2013		$	($20,429	)		$	$1,717		$	($18,712	)
Amounts reclassified from accumulated other comprehensive income (loss)			(4	)			337			333
Accumulated other comprehensive income (loss) as of March 31, 2014		$	($20,433	)		$	$2,054		$	($18,379	)

Reclassifications out of Accumulated Other Comprehensive Income (loss):

	Three Months Ended March 31, 2015									Three Months Ended March 31, 2014
(In thousands)	Pension Plan			Post Retirement Plan			Total			Pension Plan			Post Retirement Plan			Total
Amortization of Pension and Postretirement Plan items
Prior Service Costs	$	11		$	(9	)	$	2		$	11		$	(9	)	$	2
Actuarial (losses)		311			101			412			50			77			127
Foreign currency translation related to pension and postretirement plans		885			321			1,206			24			269			293
Total before tax	$	1,207		$	413		$	1,620		$	85		$	337		$	422
Tax expense		(256	)		(90	)		(346	)		(89	)		—			(89	)
Total reclassified for the period	$	951		$	323		$	1,274		$	(4	)	$	337		$	333

- 16 -

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

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

Overview

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

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

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

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

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

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

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

Results of Operations

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

	Three Months Ended March 31,
(In thousands)	2015			2014
Net sales	$	183,659		$	166,784
Cost of goods sold		162,728			149,761
Gross profit		20,931			17,023
Operating expenses		11,603			10,454
Income from operations		9,328			6,569
Interest expense, net		(8,350	)		(8,420	)
Other loss, net		(1,172	)		(530	)
Income tax provision		386			904
Loss from continuing operations		(580	)		(3,285	)
Discontinued operations, net of tax		(8	)		(288	)
Net Loss	$	(588	)	$	(3,573	)

Net Sales

	Three Months Ended March 31,
(In thousands)	2015		2014
Wheels	$	108,336	$	92,218
Gunite		37,740		43,973
Brillion		37,583		30,593
Total	$	183,659	$	166,784

Net sales for the three months ended March 31, 2015, were $183.7 million, which was an increase of 10.1 percent, compared to net sales of $166.8 million for the three months ended March 31, 2014.  Of the total increase, approximately $14.8 million was a result of an increase in volume demand due to increased production levels in the commercial vehicle market and its aftermarket segments in North America.  The increased commercial vehicle demand is a result of continued recovery of the commercial vehicle end-market.  The remaining $2.1 million increase in net sales was related to pricing, which primarily represented a pass-through of fluctuating raw material and commodity costs.

Net sales for our Wheels segment increased 17.5 percent during the three months ended March 31, 2015 compared to the same period in 2014 primarily due to increased production volume from our OEM customers and increased demand from aftermarket customers.  Net sales for our Gunite segment decreased 14.2 percent due to decreased demand in the OEM and aftermarket for brake drums and hubs.  Our Gunite products have a higher concentration of aftermarket demand, primarily due to the brake drum products that Gunite produces, which are replaced more often than our other products.  Our Brillion segment's net sales increased by 22.9 percent due to a higher demand in the industrial and oil and gas markets.  We do not expect the trend for Brillion to continue due to the recently reduced demand for products that serve the oil and gas market.

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

	For the Three Months ended March 31,
	2015	2014
Class 8	79,320	66,833
Classes 5-7	56,646	50,315
Trailer	73,987	57,924

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. We expect to continue to experience increased competition from low-cost country sourced products that compete with products produced by our Wheels and Gunite operating segments. Approximately 70 percent of our Wheels business is tied to the OEM markets, with the remaining 30 percent tied to the aftermarket. Approximately 75 percent of our Gunite business is tied to the North American Aftermarket, with the remaining 25 percent tied to the North American Class 8 segment. We expect relative softness in Brillion's end markets for the remainder of 2015 given the current outlook on commodity pricing.  

Cost of Goods Sold

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

	Three Months Ended March 31,
(In thousands)	2015		2014
Raw materials	$	83,902	$	73,979
Depreciation		8,541		8,237
Labor and other overhead		70,285		67,545
Total	$	162,728	$	149,761

Raw materials costs increased by $9.9 million, or 13.4 percent, during the three months ended March 31, 2015 due mainly to increased production volumes with a small portion attributable to higher raw material commodity costs.  

Depreciation increased by $0.3 million, or 3.7 percent during the three months ended March 31, 2015 primarily due to the age of fixed assets in relation to the amount of new capital spending.

Labor and overhead costs increased by $2.7 million, or 4.1 percent, due to increased production partially offset by savings created by operational efficiencies.

Operating Expenses

	Three Months Ended March 31,
(In thousands)	2015		2014
Selling, general, and administrative	$	7,995	$	7,110
Research and development		1,563		1,320
Depreciation and amortization		2,045		2,024
Total	$	11,603	$	10,454

Selling, general, and administrative costs increased by $0.9 million in 2015 compared to the same period in 2014.  This increase was related to planned growth in our sales and marketing area coupled with planned year-over-year increases in research and development.

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Operating Income (Loss)

	Three Months Ended March 31,
(In thousands)	2015			2014
Wheels	$	13,252		$	9,742
Gunite		2,741			3,278
Brillion		2,196			1,275
Corporate/Other		(8,861	)		(7,726	)
Total	$	9,328		$	6,569

Operating income for the Wheels segment was 12.2 percent of its net sales for the three months ended March 31, 2015 compared to 10.6 percent for the three months ended March 31, 2014.  This increased operating income is a result of the contribution to earnings from the higher revenue in the current period compared to the same period in the prior year slightly offset by negative currency impacts related to re-measurement of foreign non-cash assets.

The operating income for the Gunite segment was 7.3 percent of its net sales for the three months ended March 31, 2015 and 7.5 percent for the three months ended March 31, 2014.  During the three months ended March 31, 2015, Gunite showed lower contribution on decreased sales due mainly to general aftermarket softness in demand.

Operating income for the Brillion segment was 5.8 percent of its net sales for the three months ended March 31, 2015 compared to 4.2 percent for same period in 2014 due to increased gross profit as a result of the contribution to earnings from the higher revenue in the current period compared to the same period in the prior year.  Volume increases were attributable to strong oil and gas related sales in the first quarter of 2015 that is not expected to continue.

The operating losses for the Corporate segment were 4.8 percent of consolidated net sales for the three months ended March 31, 2015 as compared to 4.6 percent for the comparative period in 2014.  This increase was related to planned growth in our sales and marketing area as well as, research and development.

Interest Expense

Net interest expense remained flat at $8.4 million for the three months ended March 31, 2015 and March 31, 2014.

Income Tax Provision

We recognized income tax expense of $0.4 million in the three months ended March 31, 2015, compared to income tax expense of $0.9 million for the three months ended March 31, 2014.

Our effective tax rate is (199.0) percent and (38.0) percent for the three months ended March 31, 2015 and 2014, respectively.  The effective tax rate for the quarter is impacted by the relative impact of discrete items, which are accounted for as they occur, as well as the recognition of a full valuation against deferred tax assets for our U.S. operations.

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

Changes in Financial Condition

As of March 31, 2015, we had total assets of $598.9 million, compared to total assets of $598.4 million at December 31, 2014.  The $0.5 million, or 0.1%, increase in total assets primarily resulted from changes in working capital, offset by a decrease in noncurrent assets. We define working capital as current assets (excluding cash) less current liabilities.

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

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

(In thousands)	March 31, 2015			December 31, 2014
Accounts receivable	$	82,665		$	63,570
Inventories		41,963			43,065
Deferred income taxes (current)		2,687			2,687
Other current assets		10,445			10,785
Accounts payable		(65,051	)		(56,452	)
Accrued payroll and compensation		(7,898	)		(10,620	)
Accrued interest payable		(5,122	)		(12,428	)
Accrued workers compensation		(2,945	)		(3,137	)
Other current liabilities		(13,414	)		(14,434	)
Working capital	$	43,330		$	23,036

Significant changes in working capital included:

• an increase in receivables of $19.1 million due to the comparative increase in revenue in the months leading up to the respective period-end dates;

• an decrease in inventory of $1.1 million due to lean initiatives;

• an increase in accounts payable of $8.6 million primarily due to timing of purchases leading into the end of the respective periods; and

• a decrease in interest payable of $7.3 million primarily due the semi-annual interest payment in February.

Capital Resources and Liquidity

Our primary sources of liquidity during the three months ended March 31, 2015 were cash from operations and cash reserves offset by a payment on our ABL Facility.  We believe that cash from operations, existing cash reserves, and our ABL facility will provide adequate funds for our working capital needs, planned capital expenditures and cash interest payments through 2014 and the foreseeable future.

As of March 31, 2015, we had $17.6 million of cash plus $53.3 million in availability under our ABL Facility for a total liquidity of $70.9 million.  As of December 31, 2014, we had $29.8 million in cash plus $40.5 million in availability under our ABL credit facility for total liquidity of $70.3 million.

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

Operating Activities

Net cash used in operating activities during the three months ended March 31, 2015 amounted to $10.5 million compared to a use of cash of $15.5 million for the period ended March 31, 2014.  The cash used in the first three months of 2015 was a result of our increased working capital requirements, primarily receivables, which are expected in an environment of increasing product demand.  

Investing Activities

Net cash used in investing activities totaled $4.1 million for the three months ended March 31, 2015 compared to a use of $5.5 million for the period ended March 31, 2014.  Our most significant cash outlays for investing activities are the purchases of property, plant and equipment.  During the three months ended March 31, 2015, the Company spent $4.1 million for property, plant and equipment.   During the three months ended March 31, 2014, the Company spent $6.7 million for property, plant and equipment.  Capital expenditures for 2015 are currently expected to be approximately $25 million to $28 million, which we expect to fund through existing cash from operations, cash reserves, or from our ABL facility.  

Financing Activities

Net cash provided from financing activities for the three months ended March 31, 2015 was $2.4 million compared to cash provided by financing activities of $9.2 million for the three months ended March 31, 2014.  The decrease resulted primarily from payments made and draws on our ABL facility during 2015 compared to 2014.

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Bank Borrowing

The ABL Facility

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

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

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

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

Senior Secured Notes

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

Restrictive Debt Covenants.

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

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

Off-Balance Sheet Arrangements.

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

Critical Accounting Policies and Estimates.

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

Cautionary Statements Regarding Forward-Looking Statements

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

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

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

• a delayed or less robust than anticipated global industrial and agricultural industries recovery in 2015 and 2016 could have a material adverse effect on our business;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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Item 3.Quantitative and Qualitative Disclosures about Market Risk

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

Foreign Currency Risk

Certain forecasted transactions, assets, and liabilities are exposed to foreign currency risk. We monitor our foreign currency exposures to maximize the overall effectiveness of our foreign currency derivatives. The principal currencies of exposure are the Canadian Dollar and Mexican Peso. From time to time, we use foreign currency financial instruments to offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities.  At March 31, 2015, there were foreign exchange contracts of $0.7 million. The counterparty to the foreign exchange contracts is a financial institution with an investment grade credit rating. The use of forward contracts protects our cash flows against unfavorable movements in exchange rates, to the extent of the amount under contract.

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

Raw Material/Commodity Price Risk

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

Interest Rate Risk

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

(Dollars in thousands)	2015		2016		2017		2018			2019		Thereafter		Total			Fair Value
Long-term Debt:
Fixed Rate		—		—		—	$	310,000			—		—	$	310,000		$	315,577
Average Rate		—		—		—		9.5	%		—		—		9.5	%
Variable Rate		—		—		—	$	20,000			—		—	$	20,000		$	20,000
Average Rate		—		—		—		2.9	%		—		—		2.9	%

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Item 4. Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting

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

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PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 6. Exhibits

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

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31.1†	—	Section 302 Certification of Richard F. Dauch in connection with the Quarterly Report on Form 10-Q on Accuride Corporation for the period ended March 31,2015.
31.2†	—	Section 302 Certification of Gregory A. Risch in connection with the Quarterly Report on Form 10-Q of Accuride Corporation for the period ended March 31, 2015.
32.1††	—	Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
101.INS†	—	XBRL Instance Document
101.SCH†	—	XBRL Taxonomy Extension Schema Document
101.CAL†	—	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB†	—	XBRL Taxonomy Extension Label Linkbase Document
101.PRE†	—	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF†	—	XBRL Taxonomy Extension Definition Linkbase Document

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

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SIGNATURES

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

ACCURIDE CORPORATION

/s/ RICHARD F. DAUCH	Dated:  April 27, 2015
Richard F. Dauch
President and Chief Executive Officer
(Principal Executive Officer)
/s/ GREGORY A. RISCH	Dated:  April 27, 2015
Gregory A. Risch
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

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