10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2011
o	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 333-50239

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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

Registrant’s telephone number, including area code: (812) 962-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of class	Name of exchange on which registered
Common Stock, $0.01 par value	New York Stock Exchange

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  No x

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes o  No x

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 x  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 x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 x Non-Accelerated Filer o Smaller Reporting Company o

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

The aggregate market value of the registrant’s common stock held by non-affiliates based on the New York Stock Exchange closing price as of June 30, 2011 (the last business day of registrant’s most recently completed second fiscal quarter) was approximately $561,620,067. This calculation does not reflect a determination that such persons are affiliates of registrant for any other purposes.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 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 x  No o

The number of shares of Common Stock, $0.01 par value, of Accuride Corporation outstanding as of March 9, 2012 was 47,326,312.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Registrant’s 2012 Annual Meeting of stockholders are incorporated by reference in Part III of this Form 10-K.

ACCURIDE CORPORATION

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2011

PART I
Item 1.	Business		3
Item 1A.	Risk Factors		10
Item 1B.	Unresolved Staff Comments		19
Item 2.	Properties		20
Item 3.	Legal Proceedings		20
Item 4.	Mine Safety Disclosures		20
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		21
Item 6.	Selected Consolidated Financial Data		24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		28
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk		46
Item 8.	Financial Statements and Supplementary Data		46
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		46
Item 9A.	Controls and Procedures		47
Item 9B.	Other Information		47
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance		48
Item 11.	Executive Compensation		48
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		48
Item 13.	Certain Relationships and Related Transactions and Director Independence		48
Item 14.	Principal Accountant Fees and Services		48
PART IV
Item 15.	Exhibits and Financial Statement Schedules		49
	Signatures		52
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm		54
Consolidated Balance Sheets		56
Consolidated Statements of Operations		57
Consolidated Statements of Stockholders’ Equity (Deficiency)		58
Consolidated Statements of Cash Flows		59
Notes to Consolidated Financial Statements		60
Explanatory Note: Effective November 18, 2010, Accuride Corporation implemented a one-for-ten reverse stock split of its Common Stock.  Unless otherwise indicated, all share amounts and per share data in this Annual Report on Form 10-K for the Successor Company have been adjusted to reflect this reverse stock split.  See Note 1 of the consolidated financial statements.

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PART I

Item 1. Business

The Company

We are one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America. Our products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, and ductile and gray iron castings. We market our products under some of the most recognized brand names in the industry, including Accuride, Gunite, Imperial, and Brillion. We believe that we have number one or number two North American market positions in steel wheels, forged aluminum wheels, brake drums, disc wheel hubs, and metal bumpers in commercial vehicles. We serve the leading original equipment manufacturers, or 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, creating a significant barrier to entry. We believe that substantially all heavy-duty truck models manufactured in North America contain one or more of our components.

Our diversified customer base includes substantially all of the leading commercial vehicle OEMs, such as Daimler Truck North America, LLC (“DTNA”), with its Freightliner and Western Star brand trucks, PACCAR, Inc. (“PACCAR”), with its Peterbilt and Kenworth brand trucks, Navistar, Inc. (“International Truck”), with its International brand trucks, and Volvo Truck Corporation (“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 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 15 strategically located, technologically-advanced facilities across the United States, Mexico, and Canada.

Our business consists of four operating segments that design, manufacture, and distribute components of the commercial vehicle market, including heavy- and medium-duty trucks, commercial trailers, light trucks, buses, as well as specialty and military vehicles and their related aftermarkets.  We have identified each of our operating segments as reportable segments. The Wheels segment’s products primarily consist of steel and aluminum wheels.  The Gunite segment’s products consist primarily of wheel-end components and assemblies.  The Imperial Group segment’s products consist primarily of truck body and chassis parts.  The Brillion Iron Works segment’s products primarily consist of ductile and gray iron castings, including engine and transmission components and industrial components. We believe this segmentation is appropriate based upon operating decisions and performance assessments by our President and Chief Executive Officer, who joined us in February 2011, and has increased the level of details reviewed. Our financial results for the previous three fiscal years are discussed in “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operation” and “Item 8: Financial Statements and Supplementary Data” of this Annual Report.

Corporate History

Accuride Corporation, a Delaware corporation, and Accuride Canada Inc., a corporation formed under the laws of the province of Ontario, Canada, and a wholly owned subsidiary of Accuride, were incorporated in November 1986 for the purpose of acquiring substantially all of the assets and assuming certain of the liabilities of Firestone Steel Products, a division of The Firestone Tire & Rubber Company. The respective acquisitions by the companies were consummated in December 1986.

On January 31, 2005, pursuant to the terms of an agreement and plan of merger, a wholly owned subsidiary of Accuride merged with and into Transportation Technologies Industries, Inc., or TTI, resulting in TTI becoming a wholly owned subsidiary of Accuride, which we refer to as the TTI merger. TTI was founded as Johnstown America Industries, Inc. in 1991 in connection with the purchase of Bethlehem Steel Corporation’s freight car manufacturing operations.

Discontinued Operations

On January 31, 2011, substantially all of the assets and business of our Bostrom Seating subsidiary were sold to a subsidiary of Commercial Vehicle Group, Inc. for approximately $8.8 million and resulted in recognition of a $0.3 million

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loss on our consolidated statement of operations in the twelve months ended December 31, 2011, which have been reclassified to discontinued operations.  See Note 2 “Discontinued Operations” for further discussion.

On September 26, 2011, the Company announced the sale of its wholly-owned subsidiary, Fabco Automotive Corporation (“Fabco”) to Fabco Holdings, Inc., a new company formed and capitalized by Wynnchurch Capital, Ltd. in partnership with Stone River Capital Partners, LLC.  The sale concluded for a purchase price of $35.0 million, subject to a working capital adjustment, plus a contingent payment of up to $2.0 million depending on Fabco’s financial performance during calendar year 2012.  The Company recognized a loss of $6.3 million, including $2.1 million in transactional fees, related to the sale transaction during the twelve months ended December 31, 2011, which is included as a component of discontinued operations.  See Note 2 “Discontinued Operations” for further discussion.

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

Chapter 11 Proceedings

See Note 1 to the “Notes to Consolidated Financial Statements” included herein.

Product Overview

We believe we design, produce, and market one of the broadest portfolios of commercial vehicle components in the industry. We classify our products under several categories, which include wheels, wheel-end components and assemblies, truck body and chassis parts, and ductile and gray iron castings. The following describes our major product lines and brands.

Wheels (Approximately 43% of our 2011 net sales, 43% of our 2010 net sales, and 46% of our 2009 net sales)

We are the largest North American manufacturer and supplier of wheels for heavy- and medium-duty trucks, commercial trailers and related aftermarkets. We offer the broadest product line in the North American heavy- and medium-duty wheel industry and are the only North American manufacturer and supplier of both steel and forged aluminum heavy- and medium-duty wheels. We also produce wheels for buses, commercial light trucks, heavy-duty pick-up trucks, and military vehicles. We market our wheels under the Accuride brand. A description of each of our major products is summarized below:

• Heavy- and medium-duty steel wheels. We offer the broadest product line of steel wheels for the heavy- and medium-duty truck, commercial trailer markets and related aftermarkets. The wheels range in diameter from 17.5” to 24.5” and are designed for load ratings ranging from 3,640 to 13,000 lbs. We also offer a number of coatings and finishes which we believe provide the customer with increased durability and exceptional appearance. We are the standard steel wheel supplier to most North American heavy- and medium-duty truck OEMs and to a number of North American trailer OEMs.  

• Heavy- and medium-duty aluminum wheels. We offer a full product line of aluminum wheels for the heavy- and medium-duty truck, commercial trailer markets and related aftermarkets. The wheels range in diameter from 19.5” to 24.5” and are designed for load ratings ranging from 5,000 to 13,000 lbs. Aluminum wheels are generally lighter in weight, more readily stylized, and approximately 3.0 times as expensive as steel wheels.  

• Light truck steel wheels. We manufacture light truck single and dual steel wheels that range in diameter from 16” to 19.5” for customers such as General Motors. We are focused on larger diameter wheels designed for select truck platforms used for carrying heavier loads.  

• Military Wheels. We produce steel and aluminum wheels for military applications under the Accuride brand name.

Wheel-End Components and Assemblies (Approximately 27% of our 2011 net sales, 30% of our 2010 net sales, and 30% of our 2009 net sales)

We are the leading North American supplier of wheel-end components and assemblies to the heavy- and medium-duty truck markets and related aftermarket. We market our wheel-end components and assemblies under the Gunite brand. We produce four basic wheel-end assemblies: (1) disc wheel hub/brake drum, (2) spoke wheel/brake drum, (3) spoke wheel/brake rotor and (4) disc wheel hub/brake rotor. We also manufacture a full line of wheel-end components for the heavy- and medium-duty truck markets, such as brake drums, disc wheel hubs, spoke wheels, rotors and automatic slack adjusters. The majority of these components are critical to the safe operation of vehicles. A description of each of our major wheel-end components is summarized below:

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• Brake Drums. We offer a variety of heavy- and medium-duty brake drums for truck, commercial trailer, bus, and off-highway applications. A brake drum is a braking device utilized in a “drum brake” which is typically made of iron and has a machined surface on the inside. When the brake is applied, air or brake fluid is forced, under pressure, into a wheel cylinder which, in turn, pushes a brake shoe into contact with the machined surface on the inside of the drum and stops the vehicle. Our brake drums are custom-engineered to exact requirements for a broad range of applications, including logging, mining, and more traditional over-the-road vehicles. To ensure product quality, we continually work with brake and lining manufacturers to optimize brake drum and brake system performance. Brake drums are our primary aftermarket product. The aftermarket opportunities in this product line are substantial as brake drums continually wear with use and eventually need to be replaced, although the timing of such replacement depends on the severity of use.  

• Disc Wheel Hubs. We manufacture a complete line of traditional ferrous disc wheel hubs for heavy- and medium-duty trucks and commercial trailers. A disc wheel hub is the connecting piece between the brake system and the axle upon which the wheel and tire are mounted. In addition, we offer a line of lightweight cast iron hubs that provide users with improved operating efficiency. Our lightweight hubs utilize advanced metallurgy and unique structural designs to offer both significant weight savings and lower costs due to fewer maintenance requirements. Our product line also includes finely machined hubs for anti-lock braking systems, or ABS, which enhance vehicle safety.  

• Spoke Wheels. We manufacture a full line of spoke wheels for heavy-and medium-duty trucks and commercial trailers. While disc wheel hubs have begun to displace spoke wheels, they are still popular for severe-duty applications such as off-highway vehicles, refuse vehicles, and school buses, due to their greater strength and reduced downtime. Our product line also includes finely machined wheels for ABS systems, similar to our disc wheel hubs.  

• Disc Brake Rotors. We develop and manufacture durable, lightweight disc brake rotors for a variety of heavy-duty truck applications. A disc rotor is a braking device that is typically made of iron with highly machined surfaces. Once a disc brake is applied, brake fluid from the master cylinder is forced into a caliper where it presses against a piston, which then squeezes two brake pads against the disc rotor and stops the vehicle. Disc brakes are generally viewed as more efficient, although more expensive, than drum brakes and are often found in the front of a vehicle with drum brakes often located in the rear. We manufacture ventilated disc brake rotors that significantly improve heat dissipation as required for applications on Class 7 and 8 vehicles. We offer one of the most complete lines of heavy-duty and medium-duty disc brake rotors in the industry.  

• Automatic Slack Adjusters. Automatic slack adjusters react to, and adjust for, variations in brake shoe-to-drum clearance and maintain the proper amount of space between the shoe and drum. Our automatic slack adjusters automatically adjust the brake shoe-to-brake drum clearance, ensuring that this clearance is always constant at the time of braking. The use of automatic slack adjusters reduces maintenance costs, improves braking performance and minimizes side-to-pull and stopping distance.

Truck Body and Chassis Parts (Approximately 14% of our 2011 net sales, 12% of our 2010 net sales, and 14% of our 2009 net sales)

We are a leading supplier of truck body and chassis parts to heavy- and medium-duty truck and bus manufacturers. We fabricate a broad line of truck body and chassis parts under the Imperial brand name, including bumpers, battery and toolboxes, crown assemblies, fuel tanks, roofs, fenders, crossmembers, tubular assemblies and stamping/fabricating assemblies including complete bus chassis. We also provide a variety of value-added services, such as chrome plating and polishing, powder coating, assembly, kitting and line sequencing.

We specialize in the fabrication of complex components and assemblies requiring a significant amount of tooling or customization. Our truck body and chassis parts manufacturing operations are characterized by low-volume production runs. Additionally, because each truck is uniquely customized to end user specifications, we have developed flexible production systems that are capable of accommodating multiple variations for each product design. A description of each of our major truck body and chassis parts is summarized below:

• Bumpers. We manufacture a wide variety of steel bumpers.  These bumpers are polished/chrome plated to meet specific OEM and private label aftermarket requirements.  

• Fuel Tanks. We manufacture and assemble polished/unpolished aluminum fuel tanks and fuel tank straps for OEM and aftermarket customers.  

• Battery Boxes and Toolboxes. We design and manufacture polished/unpolished steel and aluminum battery and toolboxes for heavy-duty truck OEM and aftermarket customers.  

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• Front-End Crossmembers. We fabricate and assemble crossmembers for heavy-duty trucks. A crossmember is a structural component of a chassis. These products are manufactured from heavy gauge, high-strength steel and assembled to customer line-set schedules.  

• Muffler Assemblies. We assemble and line-set complete muffler assemblies consisting of fabricated/polished parts, heat shields, mufflers, and exhaust tubing.  

• Crown Assemblies and Components. We manufacture multiple styles of crown assemblies and components. A crown assembly is the highly visible front section (grill) of the truck. These products are fabricated from both steel and aluminum, which are chrome-plated.  

• Other Products. We fabricate a wide variety of structural components/assemblies for truck and bus OEMs and aftermarket customers. These products include fenders, exhaust components, sun visors, windshield masks, step assemblies, brackets, fuel tank supports, inner-hood panels, door assemblies, dash panel assemblies, and various other components.  

Ductile and Gray Iron Castings (Approximately 16% of our 2011 net sales, 15% of our 2010 net sales, and 10% of our 2009 net sales)

We produce ductile and gray iron castings under the Brillion brand name.  Our Brillion Foundry facility is one of North America’s largest iron foundries focused on the supply of complex, highly cored cast products to the commercial vehicle, diesel engine, construction, agricultural, hydraulic and industrial markets.  Our cast products include:

• Transmission and Engine-Related Components. We believe that our Brillion foundry is a leading source for the casting of transmission and engine-related components to the heavy- and medium-duty truck markets, including flywheels, transmission and engine-related housings and brackets.  

• Industrial Components. Our Brillion foundry produces components for a wide variety of applications to the industrial machinery and construction equipment markets, including flywheels, pump housings, small engine components, and other industrial components. Our industrial components are made to specific customer requirements and, as a result, our product designs are typically proprietary to our customers.

Cyclical and Seasonal Industry

The commercial vehicle components industry is highly cyclical and, in large part, depends on the overall strength of the demand for heavy- and medium-duty trucks. The industry has historically experienced significant fluctuations in demand based on factors such as general economic conditions, including industrial production and consumer spending, as well as, gas prices, credit availability, and government regulations.  Cyclical peaks of commercial vehicle production in 1999 and 2006 were followed by sharp production declines of 48% and 69% to trough production levels in 2001 and 2009, respectively.  Since 2009, commercial vehicle production levels have increased, and demand for our products as predicted by analysts, including America’s Commercial Transportation (“ACT”) and FTR Associates (“FTR”) Publications, is expected to improve in 2012 as economic conditions continue to improve.  OEM production of major markets that we serve in North America, from 2005 to 2011, are shown below:

	For the Year Ended December 31,
	2011		2010		2009		2008		2007		2006		2005
North American Class 8		255,261		154,173		118,396		205,639		212,391		376,448		339,126
North American Classes 5-7		166,798		117,901		97,733		158,294		206,954		275,332		252,871
U.S. Trailers		209,005		124,162		79,027		143,901		214,615		280,203		251,950

Our operations are typically seasonal as a result of regular OEM customer maintenance and model changeover shutdowns, which typically occur in the third and fourth quarter of each calendar year.  In addition, our Gunite product line typically experiences higher aftermarket purchases of wheel-end components in the first and second quarters of each calendar year.  This seasonality may result in decreased net sales and profitability during the third and fourth fiscal quarters of each calendar year.

Customers

We market our components to more than 1,000 customers, including most of the major North American heavy- and medium-duty truck and commercial trailer OEMs, as well as to the major aftermarket suppliers, including OEM dealer networks, wholesale distributors, and aftermarket buying groups. Our largest customers are PACCAR, Navistar, Daimler

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Truck North America, and Volvo/Mack, which combined accounted for approximately 53.4% of our net sales in 2011, and individually constituted approximately 17.7%, 16.6%, 11.4%, and 7.7%, respectively, of our 2011 net sales. We have long-term relationships with our larger customers, many of whom have purchased components from us or our predecessors for more than 45 years. We garner repeat business through our reputation for quality and position as a standard supplier for a variety of truck lines. We believe that we will continue to be able to effectively compete for our customers’ business due to the high quality of our products, the breadth of our product portfolio, and our continued product innovation.

Sales and Marketing

We have an integrated, corporate-wide sales and marketing group. We have dedicated salespeople and sales engineers who reside near the headquarters of each of the four major truck OEMs and who spend substantially all of their professional time coordinating new sales opportunities and developing our relationship with the OEMs.  These sales professionals function as a single point of contact with the OEMs, providing “one-stop shopping” for all of our products. Each brand has marketing personnel who, together with applications engineers, have in-depth product knowledge and provide support to the designated OEM salespeople.

We also have fleet sales coverage focused on our wheels and wheel-end markets who seek to develop relationships directly with fleets to create “pull-through” demand for our products. This effort is intended to help convince the truck and trailer OEMs to designate our products as standard equipment and to create sales by encouraging fleets to specify our products on the equipment that they purchase, even if our product is not standard equipment. This same group provides aftermarket sales coverage for our various products, particularly wheels and wheel-end components. These salespeople promote and sell our products to the aftermarket, including OEM dealers, warehouse distributors and aftermarket buying groups.

We have a consolidated aftermarket distribution strategy for our wheels and wheel-end components. In support of this strategy, we have a strategically located distribution center in the Indianapolis, Indiana, metropolitan area.  As a result, customers can order steel and aluminum wheels, brake drums/rotors and automatic slack adjusters on one purchase order, improving freight efficiencies and inventory turns for our customers.  We believe this capability is a strategic advantage over our single product line competitors.  The aftermarket infrastructure enables us to expand our manufacturing plant direct shipments to larger aftermarket customers utilizing a virtual distribution strategy that allows us to maintain and enhance our competitiveness by eliminating unnecessary freight and handling through the distribution center.

International Sales

We consider sales to customers outside of the United States as international sales. International sales for the years, ended December 31, 2011, 2010, and 2009 are as follows:

(dollars in millions)	International Sales		Percent of Net Sales
2011	$	158.3		16.9	%
2010	$	104.1		15.4	%
2009	$	70.7		13.7	%

For additional information, see Note 12 to the “Notes to Consolidated Financial Statements” included herein.

Manufacturing

We operate 15 facilities, which are characterized by advanced manufacturing capabilities, in North America. Our U.S. manufacturing operations are located in Illinois, Indiana, Kentucky, Ohio, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, Washington, and Wisconsin. In addition, we have manufacturing facilities in Canada and Mexico. These facilities are strategically located to meet our manufacturing needs and the demands of our customers.

All of our significant operations are QS-9000/TS 16949 certified, which means that they comply with certain quality assurance standards for truck components suppliers. We believe our manufacturing operations are highly regarded by our customers, and we have received numerous quality awards from our customers including PACCAR’s Preferred Supplier award and Daimler Truck North America’s Masters of Quality award.

Competition

We operate in highly competitive markets. However, no single manufacturer competes with all of the products

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manufactured and sold by us in the heavy-duty truck market, and the degree of competition varies among the different products that we sell. In each of our markets, we compete on the basis of price, manufacturing and distribution capabilities, product quality, product design, product line breadth, delivery, and service.

The competitive landscape for each of our brands is unique. Our primary competitors in the wheel markets include Alcoa Inc., and Maxion Wheels. Our primary competitors in the wheel-ends and assemblies markets for heavy-duty trucks and commercial trailers are KIC Holdings, Inc., ArvinMeritor, Inc., Consolidated Metco Inc., and Webb Wheel Products Inc. The truck body and chassis parts markets are fragmented and characterized by many small private companies. Our major competitors in the industrial components market include ten to twelve foundries operating in the Midwest and Southern regions of the United States and Mexico.

Raw Materials and Suppliers

We typically purchase steel for our wheel products from a number of different suppliers by negotiating high-volume contracts with terms ranging from one to two years. While we believe that our supply contracts can be renewed on acceptable terms, we may not be able to renew these contracts on such terms or at all. However, we do not believe that we are overly dependent on long-term supply contracts for our steel requirements as we have alternative sources available if need requires. Furthermore, it should be understood that the domestic steel industry, under normal circumstances, does not have the capacity to support the economy at large and the market thus depends on a certain level of imports.  Depending on market dynamics and raw material availability, the market is occasionally in tight supply, which may result in occasional industry allocations and surcharges.

We obtain aluminum for our wheel products through third-party suppliers. We believe that aluminum is readily available from a variety of sources. Aluminum prices have been volatile from time-to-time. We attempt to minimize the impact of such volatility through selected customer supported hedge agreements, supplier agreements and contractual price adjustments with customers.

Major raw materials for our wheel-end and industrial component products are steel scrap and pig iron. We do not have any long-term contractual commitments with any steel scrap or pig iron suppliers, but we do not anticipate having any difficulty in obtaining steel scrap or pig iron due to the large number of potential suppliers and our position as a major purchaser in the industry. A portion of the increases in steel scrap prices for our wheel-ends and industrial components are passed-through to most of our customers by way of a fluctuating surcharge, which is calculated and adjusted on a periodic basis. Other major raw materials include silicon sand, binders, sand additives and coated sand, which are generally available from multiple sources. Coke and natural gas, the primary energy sources for our melting operations, have historically been generally available from multiple sources, and electricity, another of these energy sources, has historically been generally available.

The main raw materials for our truck body and chassis parts are sheet and formed steel and aluminum. Price adjustments for these raw materials are passed-through to our largest customers for those parts on a contractual basis. We purchase major fabricating materials, such as fasteners, steel, and tube steel, from multiple sources, and these materials have historically been generally available.

Employees and Labor Unions

As of December 31, 2011, we had approximately 3,280 employees, of which 629 were salaried employees with the remainder paid hourly. Unions represent approximately 1,896 of our employees, which is approximately 58% of our total employees. We have collective bargaining agreements with several unions, including (1) the United Auto Workers, (2) the International Brotherhood of Teamsters, (3) the United Steelworkers, (4) the International Association of Machinists and Aerospace Workers, (5) the National Automobile, Aerospace, Transportation, and General Workers Union of Canada and (6) El Sindicato Industrial de Trabajadores de Nuevo Leon.

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. In 2011, we successfully completed negotiations at our Monterrey and Brillion Iron Works facilities and extended the labor contract at our Elkhart, Indiana facility through April 2013. The 2012 negotiations in Monterrey were successfully completed prior to the expiration of our union contract.  In 2012, we extended the labor contract at our London, Ontario facility through March 15, 2013.

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Intellectual Property

We believe the protection of our intellectual property is important to our business. Our principal intellectual property consists of product and process technology, a number of patents, trade secrets, trademarks and copyrights.  Although our patents, trade secrets, and copyrights are important to our business operations and in the aggregate constitute a valuable asset, we do not believe that any single patent, trade secret, or copyright is critical to the success of our business as a whole.  We also own common law rights and U.S. federal and foreign trademark registrations for several of our brands, which we believe are valuable, including Accuride®, Brillion TM, Gunite®, and Imperial TM.  Our policy is to seek statutory protection for all significant intellectual property embodied in patents and trademarks.  From time to time, we grant licenses under our intellectual property and receive licenses under intellectual property of others.

Backlog

Our production is based on firm customer orders and estimated future demand. Since firm orders generally do not extend beyond 15-45 days and we generally meet all requirements, backlog volume is generally not significant.

Environmental Matters

Our operations, facilities, and properties are subject to extensive and evolving laws and regulations pertaining to air emissions, wastewater and stormwater discharges, the handling and disposal of solid and hazardous materials and wastes, the investigation and remediation of contamination, and otherwise relating to health, safety, and the protection of the environment and natural resources. The violation of such laws can result in significant fines, penalties, liabilities or restrictions on operations. From time to time, we are involved in administrative or legal proceedings relating to environmental, health and safety matters, and have in the past incurred and will continue to incur capital costs and other expenditures relating to such matters. For example, we are involved in proceedings regarding alleged violations of air regulations at our Rockford facility and stormwater regulations at our Brillion facility, which could subject us to fines, penalties or other liabilities. In connection with such matters, we are negotiating with state authorities regarding certain capital improvements related to the underlying allegations. Based on current information, we do not expect that these matters will have a material adverse effect on our business, results of operations or financial conditions; however, we cannot assure you that these or any other future environmental compliance matters will not have such an effect.

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 December 31, 2011, 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.

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

Many scientists, legislators and others attribute climate change to increased emissions of greenhouse gases (“GHGs”), which has led to significant legislative and regulatory efforts to limit GHGs. In the recent past, Congress has considered legislation that would have reduced GHG emissions through a cap-and-trade system of allowances and credits, under which emitters would be required to buy allowances to offset emissions. In addition, in late 2009, the EPA promulgated a rule requiring certain emitters of GHGs to monitor and report data with respect to their GHG emissions and, in May 2010, finalized its “tailoring” rule for determining which stationary sources are required to obtain permits, or implement best available control technology, on account of their GHG emission levels. The EPA is also expected to adopt additional rules in the near future that will require permitting for ever-broader classes of GHG emission sources. Moreover, several states, including states in which we have facilities, are considering or have begun to implement various GHG registration and reduction programs. Certain of our facilities use significant amounts of energy and may emit amounts of GHGs above certain existing and/or proposed regulatory thresholds. GHG laws and regulations could increase the price of the energy we purchase, require us to purchase allowances to offset our own emissions, require us to monitor and report our GHG emissions or require us to install new emission controls at our facilities, any one of which could significantly increase our costs or otherwise negatively affect our business, results of operations or financial condition. In addition, future efforts to curb transportation-related GHGs could result in a lower demand for our products, which could negatively affect our business, results of operation or financial condition. While future GHG regulation appears increasingly likely, it is difficult to predict how these regulations will affect our business, results of operations or financial condition.

Research and Development Expense

Expenditures relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed as incurred. The amount expensed in the year ended December 31, 2011 totaled $4.8 million.  For the period January 1, 2010 to February 26, 2010 and for the period February 26, 2010 to December 31, 2010 we expensed $0.7 million and $3.4 million, respectively.  The amount expensed in the year ended December 31, 2009 totaled $4.3 million.

Website Access to Reports

We make our periodic and current reports available, free of charge, on our website as soon as practicable after such material is electronically filed with the Securities and Exchange Commission (the “SEC”). Our website address is www.accuridecorp.com and the reports are filed under “SEC Filings” in the Investor Information section of our website. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is www.sec.gov.

Item 1A.  Risk Factors

Factors That May Affect Future Results

In this report, we have made various statements regarding current expectations or forecasts of future events. These statements are “forward-looking statements” within the meaning of that term in Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements are also made from time-to-time in press releases and in oral statements made by our officers. Forward-looking statements are identified by the words “estimate,” “project,” “anticipate,” “will continue,” “will likely result,” “expect,” “intend,” “believe,” “plan,” “predict” and similar expressions.

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 statements and estimates. These statements or estimates may not be realized and actual results may differ from those contemplated in these “forward-looking statements.” Some of the factors that may cause these statements and estimates to differ materially include, general economic conditions, the performance of the commercial vehicle market and each of the risks highlighted below.

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. Our expectations, beliefs, or projections may not be achieved or accomplished. In addition to other factors discussed in the report, some of the important factors that could cause actual results to differ from those discussed in

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the forward-looking statements include the following risk factors.

Risks Related to Our Business and Industry

We rely on, and make significant operational decisions based, in part, upon industry data and forecasts that may prove to be inaccurate.

We continue to operate in a challenging economic environment and our ability to maintain liquidity may be affected by economic or other conditions that are beyond our control and which are difficult to predict.  The 2012 production forecasts by ACT Publications for the significant commercial vehicle markets that we serve, as of February 10, 2012, are as follows:

North American Class 8	296,493
North American Classes 5-7	173,493
U.S. Trailers	248,350

We are dependent on sales to a small number of our major customers and on our status as standard supplier on certain truck platforms of each of our major customers.

Sales, including aftermarket sales, to PACCAR, Navistar, Daimler Truck North America, and Volvo/Mack constituted approximately 17.7%, 16.6%, 11.4%, and 7.7%, respectively, of our 2011 net sales.  No other customer accounted for more than 5% of our net sales for this period. The loss of any significant portion of sales to any of our major customers would likely have a material adverse effect on our business, results of operations or financial condition.

We are a standard supplier of various components at a majority of our major customers, which results in recurring revenue as our standard components are installed on most trucks ordered from that platform, unless the end user specifically requests a different product, generally at an additional charge. The selection of one of our products as a standard component may also create a steady demand for that product in the aftermarket. We may not maintain our current standard supplier positions in the future, and may not become the standard supplier for additional truck platforms. The loss of a significant standard supplier position or a significant number of standard supplier positions with a major customer could have a material adverse effect on our business, results of operations or financial condition.

We are continuing to engage in efforts intended to improve and expand our relations with each of the customers named above. We have supported our position with these customers through direct and active contact with end users, trucking fleets, and dealers, and have located certain of our marketing personnel in offices near these customers and most of our other major customers. We may not be able to successfully maintain or improve our customer relationships so that these customers will continue to do business with us as they have in the past or be able to supply these customers or any of our other customers at current levels. The loss of a significant portion of our sales to any of these named customers could have a material adverse effect on our business, results of operations or financial condition. In addition, the delay or cancellation of material orders from, or problems at, any of our other major customers could have a material adverse effect on our business, results of operations, or financial condition.

Increased cost or reduced supply of raw materials and purchased components may adversely affect our business, results of operations or financial condition.

Our business is subject to the risk of price increases and fluctuations and periodic delays in the delivery of raw materials and purchased components that are beyond our control. Our operations require substantial amounts of raw steel, aluminum, steel scrap, pig iron, electricity, coke, natural gas, sheet and formed steel, bearings, purchased components, fasteners, silicon sand, binders, sand additives, coated sand, and tube steel. Fluctuations in the delivery of these materials may be driven by the supply/demand relationship for material, factors particular to that material or governmental regulation for raw materials such as electricity and natural gas. In addition, if any of our suppliers seeks bankruptcy relief or otherwise cannot continue its business as anticipated or we cannot renew our supply contracts on favorable terms, the availability or price of raw materials could be adversely affected. Fluctuations in prices and/or availability of the raw materials or purchased components used by us, which at times may be more pronounced during periods of higher truck builds, may affect our profitability and, as a result, have a material adverse effect on our business, results of operations, or financial condition.  In addition, as described above, a shortening or elimination of our trade credit by our suppliers may affect our liquidity and cash flow and, as a result, have a material adverse effect on our business, results of operations, or financial condition.  See “Item 1A—Risk Factors—Current economic conditions, including those related to the credit markets, may have material adverse effect on our industry, business and results of operations or financial condition.”

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We use substantial amounts of raw steel and aluminum in our production processes. Although raw steel is generally available from a number of sources, we have obtained favorable sourcing by negotiating and entering into high-volume contracts with third parties with terms ranging from one to two years. We obtain raw steel and aluminum from various third-party suppliers. We may not be successful in renewing our supply contracts on favorable terms or at all. A substantial interruption in the supply of raw steel or aluminum or inability to obtain a supply of raw steel or aluminum on commercially desirable terms could have a material adverse effect on our business, results of operations or financial condition. We are not always able, and may not be able in the future, to pass on increases in the price of raw steel or aluminum to our customers on a timely basis or at all. In particular, when raw material prices increase rapidly or to significantly higher than normal levels, we may not be able to pass price increases through to our customers on a timely basis, if at all, which could adversely affect our operating margins and cash flow. Any fluctuations in the price or availability of raw steel or aluminum may have a material adverse effect on our business, results of operations or financial condition.

Steel scrap and pig iron are also major raw materials used in our business to produce our wheel-end and industrial components. Steel scrap is derived from, among other sources, junked automobiles, industrial scrap, railroad cars, agricultural and heavy machinery, and demolition steel scrap from obsolete structures, containers and machines. Pig iron is a low-grade cast iron that is a product of smelting iron ore with coke and limestone in a blast furnace. The availability and price of steel scrap and pig iron are subject to market forces largely beyond our control, including North American and international demand for steel scrap and pig iron, freight costs, speculation and foreign exchange rates. Steel scrap and pig iron availability and price may also be subject to governmental regulation. We are not always able, and may not be able in the future, to pass on increases in the price of steel scrap and pig iron to our customers. In particular, when raw material prices increase rapidly or to significantly higher than normal levels, we may not be able to pass price increases through to our customers on a timely basis, if at all, which could have a material adverse effect on our operating margins and cash flow. Any fluctuations in the price or availability of steel scrap or pig iron may have a material adverse effect on our business, results of operations or financial condition. See “Item 1—Business—Raw Materials and Suppliers.”

Our business is affected by the seasonality and regulatory nature of the industries and markets that we serve.

Our operations are typically seasonal as a result of regular customer maintenance and model changeover shutdowns, which typically occur in the third and fourth quarter of each calendar year. This seasonality may result in decreased net sales and profitability during the third and fourth fiscal quarters and have a material adverse effect on our business, results of operations, or financial condition.  In addition, federal and state regulations (including engine emissions regulations, tariffs, import regulations and other taxes) may have a material adverse effect on our business and are beyond our control.

Cost reduction and quality improvement initiatives by OEMs could have a material adverse effect on our business, results of operations or financial condition.

We are primarily a components supplier to the heavy- and medium-duty truck industries, which are characterized by a small number of OEMs that are able to exert considerable pressure on components suppliers to reduce costs, improve quality and provide additional design and engineering capabilities. Given the fragmented nature of the industry, OEMs continue to demand and receive price reductions and measurable increases in quality through their use of competitive selection processes, rating programs, and various other arrangements. We may be unable to generate sufficient production cost savings in the future to offset such price reductions. OEMs may also seek to save costs by relocating production to countries with lower cost structures, which could in turn lead them to purchase components from local suppliers with lower production costs. Additionally, OEMs have generally required component suppliers to provide more design engineering input at earlier stages of the product development process, the costs of which have, in some cases, been absorbed by the suppliers. Future price reductions, increased quality standards and additional engineering capabilities required by OEMs may reduce our profitability and have a material adverse effect on our business, results of operations, or financial condition.

We operate in highly competitive markets.

The markets in which we operate are highly competitive. We compete with a number of other manufacturers and distributors that produce and sell similar products. Our products primarily compete on the basis of price, manufacturing and distribution capability, product design, product quality, product delivery and product service. Some of our competitors are companies, or divisions, units or subsidiaries of companies that are larger and have greater financial and other resources than we do. For these reasons, our products may not be able to compete successfully with the products of our competitors. In addition, our competitors may foresee the course of market development more accurately than we do, develop products that are superior to our products, have the ability to produce similar products at a lower cost than we can, or adapt more quickly than we do to new technologies or evolving regulatory, industry, or customer requirements. As a result, our products may not

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be able to compete successfully with their products. In addition, OEMs may expand their internal production of components, shift sourcing to other suppliers, or take other actions that could reduce the market for our products and have a negative impact on our business. We may encounter increased competition in the future from existing competitors or new competitors. We expect these competitive pressures in our markets to remain strong. See “Item 1—Business—Competition.”

In addition, potential competition from foreign truck components suppliers, especially in the aftermarket, may lead to an increase in truck components imports into North America, adversely affecting our market share and negatively affecting our ability to compete. At present, competition from non-U.S. manufacturers is constrained in the markets in which we compete due to factors such as high shipping costs.  However, if the cost of fuel goes down, shipping costs would be significantly reduced, increasing the likelihood that foreign manufacturers will seek to increase their sales of truck components in North American markets.  Foreign truck components suppliers, including those in China, may in the future increase their current share of the markets for truck components in which we compete. Some of these foreign suppliers may be owned, controlled or subsidized by their governments, and their decisions with respect to production, sales and exports may be influenced more by political and economic policy considerations than by prevailing market conditions. In addition, foreign truck components suppliers may be subject to less restrictive regulatory and environmental regimes that could provide them with a cost advantage relative to North American suppliers. Therefore, there is a risk that some foreign suppliers, including those in China, may increase their sales of truck components in North American markets despite decreasing profit margins or losses. If future trade cases do not provide relief from such potential trade practices, U.S. protective trade laws are weakened or international demand for trucks and/or truck components decreases, an increase of truck component imports into the United States may occur, which could have a material adverse effect on our business, results of operations or financial condition.

We face exposure to foreign business and operational risks including foreign exchange rate fluctuations and if we were to experience a substantial fluctuation, our profitability may change.

In the normal course of doing business, we are exposed to risks associated with changes in foreign exchange rates, particularly with respect to the Canadian Dollar and Mexican Peso. From time to time, we use forward foreign exchange contracts, and other derivative instruments, to help offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities. At December 31, 2011, the notional amount of open foreign exchange forward contracts was $1,160. Factors that could further impact the risks associated with changes in foreign exchange rates include the accuracy of our sales estimates, volatility of currency markets and the cost and availability of derivative instruments. See “Item 7A.  Quantitative and Qualitative Disclosure about Market Risk —Foreign Currency Risk.”  In addition, changes in the laws or governmental policies in the countries in which we operate could have a material adverse effect on our business, results of operations, or financial condition.

We may not be able to continue to meet our customers’ demands for our products and services.

In order to remain competitive, we must continue to meet our customers’ demand for our products and services. However, we may not be successful in doing so. If our customers’ demand for our products and/or services exceeds our ability to meet that demand, we may be unable to continue to provide our customers with the products and/or services they require to meet their business needs. Factors that could result in our inability to meet customer demands include an unforeseen spike in demand for our products and/or services, a failure by one or more of our suppliers to supply us with the raw materials and other resources that we need to operate our business effectively or poor management of our Company or one or more divisions or units of our Company, among other factors. Our ability to provide our customers with products and services in a reliable and timely manner, in the quantity and quality desired and with a high level of customer service, may be severely diminished as a result. If this happens, we may lose some or all of our customers to one or more of our competitors, which would have a material adverse effect on our business, results of operations, or financial condition.

In addition, it is important that we continue to meet our customers’ demands in the truck components industry for product innovation, improvement and enhancement, including the continued development of new-generation products, design improvements and innovations that improve the quality and efficiency of our products. Developing product innovations for the truck components industry has been and will continue to be a significant part of our strategy. However, such development will require us to continue to invest in research and development and sales and marketing. Our recent financial condition has constrained our ability to make such investments. In the future, we may not have sufficient resources to make such necessary investments, or we may be unable to make the technological advances necessary to carry out product innovations sufficient to meet our customers’ demands. We are also subject to the risks generally associated with product development, including lack of market acceptance, delays in product development and failure of products to operate properly. We may, as a result of these factors, be unable to meaningfully focus on product innovation as a strategy and may therefore be unable to meet our customers’ demand for product innovation.

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Equipment failures, delays in deliveries or catastrophic loss at any of our facilities could lead to production or service curtailments or shutdowns.

We manufacture our products at 15 facilities and provide logistical services at our just-in-time sequencing facilities in the United States. An interruption in production or service capabilities at any of these facilities as a result of equipment failure or other reasons could result in our inability to produce our products, which would reduce our net sales and earnings for the affected period. In the event of a stoppage in production at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected. Any significant delay in deliveries to our customers could lead to increased returns or cancellations and cause us to lose future sales. Our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. We may experience plant shutdowns or periods of reduced production as a result of equipment failure, delays in deliveries or catastrophic loss, which could have a material adverse effect on our business, results of operations or financial condition.

We may incur potential product liability, warranty and product recall costs.

We are subject to the risk of exposure to product liability, warranty and product recall claims in the event any of our products results in property damage, personal injury or death, or does not conform to specifications. We may not be able to continue to maintain suitable and adequate insurance in excess of our self-insured amounts on acceptable terms that will provide adequate protection against potential liabilities. In addition, if any of our products proves to be defective, we may be required to participate in a recall involving such products. For example, we have an ongoing product recall campaign related to automatic slack adjusters manufactured by our Gunite business unit, and have recorded reserves in 2010 and 2011, related thereto. A successful claim brought against us in excess of available insurance coverage, if any, or a requirement to participate in any product recall, could have a material adverse effect on our business, results of operations or financial condition.

Work stoppages or other labor issues at our facilities or at our customers’ facilities could have a material adverse effect on our operations.

As of December 31, 2011, unions represented approximately 58% of our workforce. As a result, we are subject to the risk of work stoppages and other labor relations matters. Any prolonged strike or other work stoppage at any one of our principal unionized facilities could have a material adverse effect on our business, results of operations or financial condition. We have collective bargaining agreements with different unions at various facilities. These collective bargaining agreements expire at various times over the next few years, with the exception of our union contract at our Monterrey, Mexico facility, which expires on an annual basis. In 2011, we successfully completed negotiations at our Monterrey and Brillion Iron Works facilities and extended the labor contract at our Elkhart, Indiana facility through April 2013. The 2012 negotiations in Monterrey and London, Ontario were successfully completed prior to the expiration of our union contract.

In addition, if any of our customers experience a material work stoppage, that customer may halt or limit the purchase of our products. This could cause us to shut down production facilities relating to these products, which could have a material adverse effect on our business, results of operations or financial condition.

We are subject to a number of environmental laws and regulations that may require us to make substantial expenditures or cause us to incur substantial liabilities.

Our operations, facilities, and properties are subject to extensive and evolving laws and regulations pertaining to air emissions, wastewater and stormwater discharges, the handling and disposal of solid and hazardous materials and wastes, the investigation and remediation of contamination, and otherwise relating to health, safety, and the protection of the environment and natural resources. The violation of such laws can result in significant fines, penalties, liabilities or restrictions on operations. From time to time, we are involved in administrative or legal proceedings relating to environmental, health and safety matters, and have in the past incurred and will continue to incur capital costs and other expenditures relating to such matters. For example, we are involved in proceedings regarding alleged violations of air regulations at our Rockford facility and stormwater regulations at our Brillion facility, which could subject us to fines, penalties or other liabilities. In connection with such matters, we are negotiating with state authorities regarding certain capital improvements related to the underlying allegations. Based on current information, we do not expect that these matters will have a material adverse effect on our business, results of operations or financial conditions; however, we cannot assure you that these or any other future environmental compliance matters will not have such an effect.

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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 December 31, 2011, 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.  See “Item 1—Business—Environmental Matters.”

Future climate change regulation may require us to make substantial expenditures or cause us to incur substantial liabilities.

Many scientists, legislators and others attribute climate change to increased emissions of greenhouse gases (“GHGs”), which has led to significant legislative and regulatory efforts to limit GHGs. In the recent past, Congress has considered legislation that would have reduced GHG emissions through a cap-and-trade system of allowances and credits, under which emitters would be required to buy allowances to offset emissions. In addition, in late 2009, the EPA promulgated a rule requiring certain emitters of GHGs to monitor and report data with respect to their GHG emissions and, in May 2010, finalized its “tailoring” rule for determining which stationary sources are required to obtain permits, or implement best available control technology, on account of their GHG emission levels. The EPA is also expected to adopt additional rules in the near future that will require permitting for ever-broader classes of GHG emission sources. Moreover, several states, including states in which we have facilities, are considering or have begun to implement various GHG registration and reduction programs. Certain of our facilities use significant amounts of energy and may emit amounts of GHGs above certain existing and/or proposed regulatory thresholds. GHG laws and regulations could increase the price of the energy we purchase, require us to purchase allowances to offset our own emissions, require us to monitor and report our GHG emissions or require us to install new emission controls at our facilities, any one of which could significantly increase our costs or otherwise negatively affect our business, results of operations or financial condition. In addition, future efforts to curb transportation-related GHGs could result in a lower demand for our products, which could negatively affect our business, results of operation or financial condition. While future GHG regulation appears increasingly likely, it is difficult to predict how these regulations will affect our business, results of operations or financial condition.

We might fail to adequately protect our intellectual property, or third parties might assert that our technologies infringe on their intellectual property.

The protection of our intellectual property is important to our business. We rely on a combination of trademarks, copyrights, patents, and trade secrets to provide protection in this regard, but this protection might be inadequate. For

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example, our pending or future trademark, copyright, and patent applications might not be approved or, if allowed, they might not be of sufficient strength or scope. Conversely, third parties might assert that our technologies or other intellectual property infringe on their proprietary rights. Any intellectual property-related litigation could result in substantial costs and diversion of our efforts and, whether or not we are ultimately successful, the litigation could have a material adverse effect on our business, results of operations or financial condition. See “Item 1—Business—Intellectual Property.”

Litigation against us could be costly and time consuming to defend.

We are regularly subject to legal proceedings and claims that arise in the ordinary course of business, such as workers’ compensation claims, OSHA investigations, employment disputes, unfair labor practice charges, customer and supplier disputes, intellectual property disputes, and product liability claims arising out of the conduct of our business. Litigation may result in substantial costs and may divert management’s attention and resources from the operation of our business, which could have a material adverse effect on our business, results of operations or financial condition.

Anti-takeover provisions, including our stockholder rights plan, could discourage or prevent potential acquisition proposals and a change of control, and thereby adversely impact the performance of our common stock.

On November 9, 2011, our Board of Directors adopted a Rights Agreement pursuant to which one purchase right was distributed as a dividend on each share of our common stock held of record as of the close of business on November 23, 2011. Upon becoming exercisable, each right will entitle its holder to purchase from the Company one one-hundredth of a share of our Series A Junior Participating Preferred Stock for the purchase price of $30.00. Generally, the rights will become exercisable ten business days after the date on which any person or group becomes the beneficial owner of 15% or more of our common stock or has commenced a tender or exchange offer which, if consummated, would result in any person or group becoming the beneficial owner of 15% or more of our common stock, subject to the terms and conditions set forth in the rights agreement.  The rights are attached to the certificates representing outstanding shares of common stock until the rights become exercisable, at which point separate certificates will be distributed to the record holders of our common stock.  If a person or group becomes the beneficial owner of 15% or more of our common stock, which we refer to as an “acquiring person,” each right will entitle its holder, other than the acquiring person, to receive upon exercise a number of shares of our common stock having a market value of two times the purchase price of the right.

The rights agreement is designed to deter coercive takeover tactics and to prevent an acquirer from gaining control of the Company without offering a fair price to all of our stockholders.  The rights agreement is intended to accomplish these objectives by encouraging a potential acquirer to negotiate with our Board of Directors to have the rights redeemed or the rights agreement amended prior to such party exceeding the ownership thresholds set forth in the rights agreement.  The existence of the rights agreement and the rights of holders of any other shares of preferred stock that may be issued in the future, however, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding common stock, and thereby adversely affect the price of our common stock.  In addition, certain other anti-takeover provisions contained in our governing documents, including our advance notice bylaw and the fact that our stockholders may not call special meetings or take action by written consent, could also deter a change of control and negatively affect the price of our common stock.

If a person were able to acquire a substantial amount of our common stock, however, including after the rights expire on November 9, 2012, a change of control could be triggered under Delaware General Corporation Law, our ABL credit facility or the indenture governing our senior notes.  If a change of control under our ABL credit facility were to occur, we would need to obtain a waiver from our lenders or amend the facility.  If a change of control under the indenture were to occur, we could be required to repurchase our senior notes at the option of the holders.  If we are unable to obtain a waiver/amendment or repurchase the notes, as applicable, or otherwise refinance these debts, the lenders or noteholders, as applicable, could potentially accelerate these debts, and our liquidity and capital resources could be significantly limited and our business operations could be materially and adversely affected.

If we fail to retain our executive officers, our business could be harmed.

Our success largely depends on the efforts and abilities of our executive officers. Their skills, experience and industry contacts significantly contribute to the success of our business and our results of operations. The loss of any one of them could have a material adverse effect on our business, results of operations or financial condition. All of our executive officers are at will, but, as noted below, many of them have a severance agreement.  In addition, our future success and profitability will also depend, in part, upon our continuing ability to attract and retain highly qualified personnel throughout our Company.

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We have entered into typical severance arrangements with certain of our senior management employees, which may result in certain costs associated with strategic alternatives.

Severance and retention agreements with certain senior management employees provide that the participating executive is entitled to a regular severance payment if we terminate the participating executive’s employment without “cause” or if the participating executive terminates his or her employment with us for “good reason” (as these terms are defined in the agreement) at any time other than during a “Protection Period.”  The regular severance benefit is equal to the participating executive’s base salary for one year. See “Item 10—Directors and Executive Officers of the Registrant.”  A Protection Period begins on the date on which a “change in control” (as defined in the agreement) occurs and ends 18 months after a “change in control.”

The change in control severance benefit is payable to an executive if his or her employment is terminated during the Protection Period either by the participating executive for “good reason” or by us without “cause.” The change in control severance benefits for Tier II executives (Messrs. Dauch, Adams, Byrnes, Hazlett, Maniatis, Martin and Wright and Ms. Blair) consist of a payment equal to 200% of the executive’s salary plus 200% of the greater of (i) the annualized incentive compensation to which the executive would be entitled as of the date on which the change of control occurs or (ii) the average incentive compensation award over the three years prior to termination. The change in control severance benefits for Tier III executives (other key executives) consist of a payment equal to 100% of the executive’s salary and 100% of the greater of (i) the annualized incentive compensation to which the executive would be entitled as of the date on which the change of control occurs or (ii) the average incentive compensation award over the three years prior to termination. If the participating executive’s termination occurs during the Protection Period, the severance and retention agreement also provides for the continuance of certain other benefits, including reimbursement for forfeitures under qualified plans and continued health, disability, accident and dental insurance coverage for the lesser of 18 months (or 12 months in the case of Tier III executives) from the date of termination or the date on which the executive receives such benefits from a subsequent employer. There are currently no Tier I executives with severance and retention agreements.

Neither the regular severance benefit nor the change in control severance benefit is payable if we terminate the participating executive’s employment for “cause,” if the executive voluntarily terminates his or her employment without “good reason” or if the executive’s employment is terminated as a result of disability or death.  Any payments to which the participating executive may be entitled under the agreement will be reduced by the full amount of any payments to which the executive may be entitled due to termination under any other severance policy offered by us.  These agreements would make it costly for us to terminate certain of our senior management employees and such costs may also discourage potential acquisition proposals, which may negatively affect our stock price.

Our products may be rendered obsolete or less attractive by changes in regulatory, legislative or industry requirements.

Changes in regulatory, legislative or industry requirements may render certain of our products obsolete or less attractive. Our ability to anticipate changes in these requirements, especially changes in regulatory standards, will be a significant factor in our ability to remain competitive. We may not be able to comply in the future with new regulatory, legislative and/or industrial standards that may be necessary for us to remain competitive and certain of our products may, as a result, become obsolete or less attractive to our customers.

Our strategic initiatives may be unsuccessful, may take longer than anticipated, or may result in unanticipated costs.

Future strategic initiatives could include divestitures, acquisitions, and restructurings, the success and timing of which will depend on various factors.  Many of these factors are not in our control.  In addition, the ultimate benefit of any acquisition would depend on the successful integration of the acquired entity or assets into our existing business. Failure to successfully identify, complete, and/or integrate future strategic initiatives could have a material adverse effect on our business, our results of operations, or financial condition.

Additionally, our strategy contemplates significant growth in international markets in which we have significantly less market share and experience than we have in our domestic operations and markets.  An inability to penetrate these international markets could adversely affect our results of operations.

Risks Related to Our Indebtedness

Our leverage and debt service obligations could have a material adverse effect on our financial condition or our ability to fulfill our obligations and make it more difficult for us to fund our operations.

17

As of December 31, 2011, our total indebtedness was $330.0 million.  Our indebtedness and debt service obligations could have important negative consequences to us, including:

• Difficulty satisfying our obligations with respect to our indebtedness;  

• Difficulty obtaining financing in the future for working capital, capital expenditures, acquisitions or other purposes;  

• Increased vulnerability to general economic downturns and adverse industry conditions;  

• Limited flexibility in planning for, or reacting to, changes in our business and in our industry in general;  

• Placing us at a competitive disadvantage compared to our competitors that have less debt, and  

• Limited flexibility in planning for, or reacting to, changes in our business and industry.

Despite our leverage, we and our subsidiaries will be able to incur more indebtedness. This could further exacerbate the risk immediately described above, including our ability to service our indebtedness.

We and our subsidiaries may be able to incur additional indebtedness in the future. Although our ABL credit facility and indenture governing our senior notes contain restrictions on the incurrence of additional indebtedness, such restrictions are subject to a number of qualifications and exceptions, and under certain circumstances indebtedness incurred in compliance with such restrictions (or with the consent of our lenders) could be substantial. For example, we may incur additional debt to, among other things, finance future acquisitions, expand through internal growth, fund our working capital needs, comply with regulatory requirements, respond to competition or for general financial reasons alone.  To the extent new debt is added to our and our subsidiaries’ current debt levels, the risks described above would increase.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and research and development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.

Our business may not, however, generate sufficient cash flow from operations. Future borrowings may not be available to us under our ABL credit facility in an amount sufficient to enable us to pay our indebtedness or to fund other liquidity needs. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional equity capital or refinance all or a portion of our indebtedness. We are unable to predict the timing of such sales or the proceeds which we could realize from such sales, or whether we would be able to refinance any of our indebtedness on commercially reasonable terms or at all.

Risks Related to Our Emergence from Chapter 11 Bankruptcy Proceedings

Our actual financial results may vary significantly from the projections filed with the Bankruptcy Court, and investors should not rely on the projections.

Neither the projected financial information that we previously filed with the bankruptcy court in connection with the October 2009 to February 2010 Chapter 11 bankruptcy proceedings nor the financial information included in the Disclosure Statement filed with the bankruptcy court in conjunction with our Chapter 11 bankruptcy proceedings (the “Disclosure Statement”) should be considered or relied on in connection with the purchase of our Common Stock, or other securities. We were required to prepare projected financial information to demonstrate to the Bankruptcy Court the feasibility of the Plan of Reorganization and our ability to continue operations upon emergence from Chapter 11 bankruptcy proceedings. This projected financial information was filed with the Bankruptcy Court as part of our Disclosure Statement approved by the Bankruptcy Court. The projections reflected numerous assumptions concerning anticipated future performance and prevailing and anticipated market and economic conditions that were and continue to be beyond our control and that may not materialize. Projections are inherently subject to uncertainties and to a wide variety of significant business, economic and competitive risks. Our actual results will vary from those contemplated by the projections for a variety of reasons including the subsequent sales of assets related to our discontinued operations and the acquisition of our Camden, South Carolina aluminum wheel manufacturing operations.  Furthermore, the projections were limited by the information available to us as of the date of the preparation of the projections, including production forecasts published by ACT Publications for 2011 and beyond. Therefore, variations from the projections may be material, and investors should not rely on such projections.

18

Because of the adoption of fresh-start accounting and the effects of the transactions contemplated by the Plan of Reorganization, financial information subsequent to February 26, 2010, will not be comparable to financial information prior to February 26, 2010.

Upon our emergence from Chapter 11 bankruptcy proceedings, we adopted fresh-start accounting in accordance with the provisions of ASC 852, Reorganizations, pursuant to which the midpoint of the range of our reorganization value was allocated to our assets and liabilities in conformity with the procedures specified by ASC 805, Business Combinations. Accordingly, our consolidated statements of financial position and consolidated statements of operations subsequent to February 26, 2010, will not be comparable in many respects to our consolidated statements of financial position and consolidated statements of operations prior to February 26, 2010. The lack of comparable historical financial information may discourage investors from purchasing our capital stock.

Our emergence from Chapter 11 bankruptcy proceedings in February 2010 may limit our ability to offset future U.S. taxable income with tax losses and credits incurred prior to emergence from Chapter 11 bankruptcy proceedings.

In connection with our emergence from Chapter 11 bankruptcy proceedings in February 2010, we were able to retain a portion of our U.S. net operating loss and tax credit carryforwards (collectively, the “Tax Attributes”). However, Internal Revenue Code (“IRC”) Sections 382 and 383 provide an annual limitation with respect to the ability of a corporation to utilize its Tax Attributes against future U.S. taxable income in the event of a change in ownership. Our emergence from Chapter 11 bankruptcy proceedings is considered a change in ownership for purposes of IRC Section 382. In our situation, the limitation under the IRC will be based on the value of our Common Stock on or around the time of emergence, and increased to take into account the recognition of built-in gains. As a result, our future U.S. taxable income may not be fully offset by the Tax Attributes if such income exceeds our annual limitation, and we may incur a tax liability with respect to such income. In addition, subsequent changes in ownership for purposes of the IRC could further diminish our ability to utilize Tax Attributes.

We may be subject to claims that were not discharged in the Chapter 11 bankruptcy proceedings, which could have a material adverse effect on our results of operations and profitability.

Substantially all of the claims against us that arose prior to the date of our bankruptcy filing were resolved during our Chapter 11 bankruptcy proceedings or are in the process of being resolved in the bankruptcy court as part of the claims reconciliation process. Although we anticipate that the remaining claims will be handled in due course with no material adverse effect to our business, financial operations or financial conditions, we cannot assure you that this will be the case or that the resolution of such claims will occur in a timely manner or at all. Subject to certain exceptions (such as certain employee and customer claims) and as set forth in the Plan of Reorganization, all claims against and interests in us and our domestic subsidiaries that arose prior to the initiation of our Chapter 11 bankruptcy proceedings are (1) subject to compromise and/or treatment under the Plan of Reorganization and (2) discharged, in accordance with the Bankruptcy Code and terms of the Plan of Reorganization. Pursuant to the terms of the Plan of Reorganization, the provisions of the Plan of Reorganization constitute a good faith compromise or settlement of all such claims and the entry of the order confirming the Plan of Reorganization or other orders resolving objections to claims constitute the bankruptcy court's approval of the compromise or settlement arrived at with respect to all such claims. Circumstances in which claims and other obligations that arose prior to our bankruptcy filing may not have been discharged include instances where a claimant had inadequate notice of the bankruptcy filing.

Item 1B.  Unresolved Staff Comments

None.

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Item 2. Properties

The table below sets forth certain information regarding the material owned and leased properties of Accuride as of December 31, 2011. We believe these properties are suitable and adequate for our business.

Facility Overview

Location	Business function	Brands Manufactured	Owned/ Leased	Size (sq. feet)
Evansville, IN	Corporate Headquarters	Corporate	Leased		37,229
London, Ontario, Canada	Heavy- and Medium-duty Steel Wheels, Light Truck Steel Wheels	Accuride	Owned		536,259
Henderson, KY	Heavy- and Medium-duty Steel Wheels, R&D	Accuride	Owned		364,365
Monterrey, Mexico	Heavy- and Medium-duty Steel and Aluminum Wheels, Light Truck Wheels	Accuride	Owned		262,000
Camden, SC	Forging and Machining-Aluminum Wheels	Accuride	Owned		80,000
Erie, PA	Forging and Machining-Aluminum Wheels	Accuride	Leased		421,229
Springfield, OH	Assembly Line and Sequencing	Accuride	Owned		136,036
Whitestown, IN	Warehouse	Various	Leased		364,000
Rockford, IL	Wheel-end Foundry, Warehouse, Administrative Office	Gunite	Owned		619,000
Elkhart, IN	Machining and Assembling-Hub, Drums and Rotors	Gunite	Owned		258,000
Brillion, WI	Molding, Finishing, Administrative Office	Brillion	Owned		593,200
Portland, TN	Metal Fabricating, Stamping, Assembly, Administrative Office	Imperial	Leased		200,000
Portland, TN	Plating and Polishing	Imperial	Owned		86,000
Decatur, TX	Metal Fabricating, Stamping, Assembly, Machining and Polishing Shop	Imperial	Owned		122,000
Denton, TX	Assembly Line and Sequencing	Imperial	Leased		60,000
Dublin, VA	Tube Bending, Assembly and Line Sequencing	Imperial	Owned		122,000
Chehalis, WA	Metal Fabricating, Stamping, Assembly	Imperial	Owned		90,000

Our Erie, Pennsylvania property may be purchased for a nominal sum, subject to refinancing of $1.9 million from the local government economic development organization.

Item 3. 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, 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, our liability with respect to any such action or proceeding may exceed our established accruals.  Further, litigation that may arise in the future may have a material adverse effect on our financial condition.

For more information, please see “Item 1. – Business – Chapter 11 Proceedings” in this annual report.

Item 4.  Mine Safety Disclosures

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PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Prepetition Common Stock

Our prepetition Common Stock began trading publicly on the New York Stock Exchange (the “NYSE”) on April 26, 2005, under the symbol “ACW.” Prior to that date, there was no public market for our Common Stock. On November 7, 2008, NYSE Regulation, Inc. (“NYSER”) issued a written notice that trading of our common shares would be suspended prior to NYSE’s opening on Wednesday, November 12, 2008, and that NYSER would initiate procedures to delist our Common Stock for failing to satisfy certain listing standards. Our prepetition Common Stock commenced trading on the OTCBB on November 12, 2008, under the symbol “AURD.”

The following table sets forth the high and low sale prices, or OTCBB quotations, as applicable, of our prepetition Common Stock during 2010.

	High		Low
Period Ended February 26, 2010
First Quarter	$	0.58	$	0.13

On the Effective Date of our Plan of Reorganization, our prepetition Common Stock was cancelled.

Postpetition Common Stock

On the Effective Date of the Plan of Reorganization, our postpetition Common Stock was issued.  Our postpetition Common Stock initially traded on the OTCBB under the symbol “ACUZ.”  On November 18, 2010, we effected a 1-for-10 reverse stock split of our Common Stock.  On December 22, 2010, our Common Stock began trading on the New York Stock Exchange under the symbol “ACW.”  As of March 5, 2012, there were approximately 11 holders of record of our postpetition Common Stock, although there are substantially more beneficial owners.

The following table sets forth the high and low sale prices, or OTCBB quotations, as applicable, of our postpetition Common Stock during 2010 and 2011, given the impact of the reverse split.

	High		Low
Fiscal Year Ended December 31, 2010
First Quarter (February 26 through March 31)	$	15.00	$	12.00
Second Quarter	$	15.40	$	12.40
Third Quarter	$	13.60	$	10.90
Fourth Quarter	$	16.05	$	10.10
Fiscal Year Ended December 31, 2011
First Quarter	$	16.34	$	12.74
Second Quarter	$	14.40	$	11.81
Third Quarter	$	13.13	$	5.01
Fourth Quarter	$	7.25	$	4.35

On March 5, 2012, the closing price of our Common Stock was $8.00.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our Common Stock. For the foreseeable future, we intend to retain any earnings, and we do not anticipate paying any cash dividends on our postpetition Common Stock. In addition, our ABL credit facility and indenture governing the senior secured notes restrict our ability to pay dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity.” Any future determination to pay dividends will be at the discretion of our Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that our Board of Directors considers relevant.

21

2010 RESTRICTED STOCK UNIT AWARDS

In May 2010, we entered into individual restricted stock unit agreements with certain employees of the Company and its subsidiaries that provided for the issuance of up to 1,829,517 shares of Common Stock on a pre-reverse split basis.  The RSUs entitled the recipients to receive a corresponding number of shares of the Company's Common Stock on the date the RSU vests. The RSUs were not granted under the terms of any plan and are evidenced by the previously filed form Restricted Stock Unit Agreement. The RSUs vest one-third annually over three years subject to the employee's continued employment with the Company. The RSUs will fully vest upon a change in control of the Company, as defined in the Restricted Stock Unit Agreement.

In August 2010, we entered into individual restricted stock unit agreements with members of our Board of Directors that provided for the issuance of up to 557,977 shares of Common Stock on a pre-reverse split basis.  The RSUs entitled the recipients to receive a corresponding number of shares of the Company's Common Stock on the date the RSU vests. The RSUs were not granted under the terms of any plan and are evidenced by the previously filed form Restricted Stock Unit Agreement. On a pre-reverse split basis, 304,353 RSUs vested on March 1, 2011 and the remaining 253,624 RSUs vest on March 1, 2014 subject to the director’s continued service with the Company. The RSUs will fully vest upon a change in control of the Company, as defined in the Restricted Stock Unit Agreement.

STOCK INCENTIVE AND PURCHASE PLAN

In 2005, we adopted the Accuride 2005 Incentive Award Plan (the “2005 Incentive Plan”), and the Accuride Employee Stock Purchase Plan (“ESPP”).  Up to 3,633,988 shares of our pre-petition (old) Common Stock were reserved for issuance upon the grant or exercise of Awards as defined in the Incentive Plan. Under the ESPP, we reserved 653,595 shares of our pre-petition (old) Common Stock as available to issue to all of our eligible employees as determined by the Board of Directors, all of which were issued in the offering period corresponding to the fourth quarter of 2008.

As of February 26, 2010, all outstanding equity awards under the 2005 Incentive Plan and the ESPP were either cancelled or fully-vested, pursuant to the terms of the Plan of Reorganization.  The value of the awards vested was approximately $16,000.  On the Effective Date of our Plan of Reorganization, the 2005 Incentive Plan and ESPP were cancelled.

In August 2010, we adopted the Accuride Corporation 2010 Incentive Award Plan (the “2010 Incentive Plan”) and reserved 1,260,000 shares of Common Stock for issuance under the plan, plus such additional shares of Common Stock that the plan administrator deemed necessary to prevent unnecessary dilution upon issuance of shares pursuant to terms of our prepetition convertible notes, up to a maximum number shares of Common Stock such that the total number of shares available for issuance under the 2010 Incentive Plan would not exceed ten percent (10%) of the fully diluted shares outstanding from time to time calculated by adding the total shares issued and outstanding at any given time plus the number of shares issued upon conversion of any of the convertible notes at the time of such conversion.  During 2010, we effectively converted all outstanding convertible notes to equity, and we subsequently amended the 2010 Incentive Plan to reserve 3,500,000 shares of Common Stock for issuance under the 2010 Incentive Plan.

On April 28, 2011 the Board of Directors of the Company approved restricted stock unit grants which will vest annually over a four year period, with 20% vesting on each of May 18, 2012, May 18, 2013, and May 18, 2014, and the final 40% vesting on May 18, 2015.  The RSUs will fully vest upon a change in control of the Company, as defined in the Restricted Stock Unit Agreement.

On February 28, 2012 the Compensation Committee of the Board of Directors approved restricted stock unit and non-qualified stock option grants to certain employees of the Company that were effective as of March 5, 2012.  The restricted stock unit awards will vest annually over a four year period, with 20% vesting on each of March 5, 2013, March 5, 2014, and March 5, 2015, and the final 40% vesting on March 5, 2016.  The stock option awards will vest ratably over three years.  Both the 2012 restricted stock unit and option awards include double trigger change in control vesting provisions, as described in the award agreements.

22

The following table gives information about equity awards as of December 31, 2011:

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants, and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)		(c)
Equity compensation plans approved by security holders	342,172	$	13.80	3,157,828
Equity compensation plans not approved by security holders	92,261	$	13.40	—

PERFORMANCE GRAPH

The following graph shows the total stockholder return of an investment of $100 in cash on March 3, 2010, the date public trading commenced in our postpetition Common Stock, to December 31, 2011 for (i) our postpetition Common Stock, (ii) the S&P 500 Index, and (iii) a peer group of companies we refer to as “Commercial Vehicle Suppliers.”  Five year historical data is not presented as a result of the bankruptcy and since the financial results of the Successor Company are not comparable with the results of the Predecessor Company.  We believe that a peer group of representative independent automotive suppliers of approximately comparable size and products to Accuride is appropriate for comparing shareowner return.  The Commercial Vehicle Suppliers group consists of ArvinMeritor, Inc., Commercial Vehicle Group, Inc., Cummins, Inc., Eaton Corporation, and Stoneridge, Inc.  All values assume reinvestment of the full amount of all dividends and are calculated through December 31, 2011.

	March 3, 2010		June 30, 2010		December 31, 2010		June 30, 2011		December 31, 2011
Accuride Corporation	$	100.0	$	94.1	$	117.6	$	93.6	$	52.7
S&P 500 Index	$	100.0	$	92.1	$	112.4	$	118.0	$	112.4
Commercial Vehicle Suppliers	$	100.0	$	104.4	$	173.8	$	168.5	$	136.3

RECENT SALES OF UNREGISTERED SECURITIES

None.

ISSUER PURCHASES OF EQUITY SECURITIES

None.

23

Item 6.  Selected Consolidated Financial Data

The following financial data is an integral part of, and should be read in conjunction with the “Consolidated Financial Statements” and notes thereto. Information concerning significant trends in the financial condition and results of operations is contained in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Unless otherwise indicated, all share and per share data have been adjusted for the one-for-ten reverse stock split which was effective on November 18, 2010. Certain operating results from prior periods, including the predecessor periods, have been reclassified to discontinued operations to conform to the current year presentation.

Selected Historical Operations Data (In thousands, except per share data)

										Predecessor Year Ended December 31,
	Successor Year Ended December 31, 2011			Successor Period from February 26 through December 31, 2010			Predecessor Period from January 1 through February 26, 2010			2009(1)			2008			2007
Operating Data:
Net sales	$	936,095		$	582,307		$	91,647		$	514,749		$	844,108		$	916,352
Gross profit (loss) (a)		80,811			40,448			2,250			(7,084	)		44,383			75,710
Operating expenses(b)		56,899			54,147			6,479			53,378			45,487			50,117
Intangible asset impairment expenses(c)		—			—			—			2,830			216,189			1,100
Income (loss) from continuing operations		23,912			(13,699	)		(4,229	)		(63,292	)		(217,293	)		24,493
Operating income (loss) margin(d)		2.6	%		(2.4	)%		(4.6	)%		(12.3	)%		(25.7	)%		2.7	%
Interest expense, net(e)		(34,097	)		(33,450	)		(7,496	)		(59,753	)		(51,400	)		(48,344	)
Loss on extinguishment of debt		—			—			—			(5,389	)		—			—
Other income (expense), net(f)		3,596			2,575			566			6,888			(4,821	)		6,978
Inducement expense		—			(166,691	)		—			—			—			—
Non-cash gains on mark-to-market valuation of convertible debt		—			75,574			—			—			—			—
Reorganization items (g)		—			—			59,311			(14,379	)		—			—
Income tax (expense) benefit		(7,761	)		2,207			1,931			(2,376	)		4,099			4,947
Discontinued operations, net of tax		(2,681	)		6,952			719			(1,811	)		(58,851	)		3,287
Net income (loss)		(17,031	)		(126,532	)		50,802			(140,112	)		(328,266	)		(8,639	)
Other Data (2):
Net cash provided by (used in):
Operating activities		(1,537	)		10,410			(20,773	)		(39,312	)		(9,165	)		82,942
Investing activities		(40,014	)		6,085			(2,012	)		(34,873	)		(35,307	)		(36,366	)
Financing activities		20,000			(18,376	)		46,611			7,030			77,213			(65,845	)
Adjusted EBITDA(h)		86,085			61,555			4,683			23,671			79,012			113,405
Depreciation,  amortization, and impairment(i)		51,278			43,759			7,532			55,665			323,203			62,686
Capital expenditures		58,371			16,328			1,457			20,364			29,685			36,499
Ratio:  Earnings to Fixed Charges(j)		0.81			(3.06	)		7.42			(1.27	)		(4.32	)		0.65
Deficiency(j)		6,589			135,691			—			135,925			273,514			16,873
Balance Sheet Data (end of period):
Cash and cash equivalents	$	56,915		$	78,466		$	80,347		$	56,521		$	123,676		$	90,935
Working capital(k)		54,745			37,518			40,245			65,803			58,465			72,476
Total assets		868,862			874,050			905,246			671,670			808,550			1,113,634
Total debt		323,082			302,031			604,113			397,472			651,169			572,725
Liabilities subject to compromise (l)		—			—			—			302,114			—			—
Stockholders’ equity (deficiency)		257,383			298,099			39,034			(228,266	)		(73,815	)		273,800
Earnings (Loss) Per Share Data:(m)
Basic/Diluted – Continuing operations	$	(0.30	)	$	(8.52	)	$	1.05		$	(3.54	)	$	(7.58	)	$	(0.34	)
Basic/Diluted – Discontinued operations		(0.06	)		0.45			0.02			(0.05	)		(1.66	)		0.09
Basic/Diluted – Total	$	(0.36	)	$	(8.07	)	$	1.07		$	(3.59	)	$	(9.24	)	$	(0.25	)
Weighted average common shares outstanding:
Basic		47,277			15,670			47,572			39,028			35,538			35,179
Diluted		47,277			15,670			47,572			39,028			35,538			35,179

(1)      Debtors-in-possession as of October 8, 2009

(2) Other data includes balances from discontinued operations

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(a) Gross profit for 2007 was impacted by a $10.6 million increase in revenue from a 2006 resolution of a commercial dispute with a customer, depreciation expense of certain Wheel assets of $12.8 million associated with the acceleration of depreciation in 2006, a non-cash post-employment benefit curtailment charge of $1.2 million due to a plan amendment at our Erie, Pennsylvania facility, and a non-cash curtailment charge of $9.1 million in our London, Ontario, facility.  Gross profit for 2008 was impacted by $7.7 million of costs related to a labor disruption at our Rockford, Illinois, facility, a $7.4 million charge for restructuring that was primarily severance-related, and $2.8 million in other severance charges unrelated to our restructuring activities. Gross profit for 2009 was impacted by non-cash pension curtailment charges of $2.9 million in our London, Ontario facility, operational restructuring related charges of $5.2 million primarily due to warehouse abandonment charges and employee severance related items, and $5.6 million in other severance charges unrelated to our restructuring activities.  Gross profit for 2010 for the Successor Company was impacted by $3.0 million for fresh-start inventory valuation adjustments.  Gross profit in 2011 was impacted by $2.0 million of costs related to the consolidation of our Imperial Portland, TN location.

(b) Includes $2.4 million, $1.1 million, $0.3 million, $2.4 million, and $2.7 million of stock-based compensation expense during the years ended December 31, 2011, 2010, 2009, 2008, and 2007, respectively. The stock-based compensation expense in 2010 was fully recognized by the Successor Company.  Operating expenses for 2009 reflects $25.9 million of charges related to our credit agreement and Chapter 11 filing.  Operating expenses for the Successor Company during 2010 reflect $14.9 million of charges and fees related to bankruptcy, relisting and our senior secured notes offering.

(c) During 2007, an intangible asset impairment of $1.1 million was recorded related to our Gunite trade name.  During 2008, a goodwill and intangible asset impairment charge of $216.2 million was recognized.  In 2009, an intangible asset impairment of $2.8 million was recorded related to our Brillion and Imperial trade names.

(d) Represents operating income as a percentage of sales.

(e) Includes $1.6 million for fees related to an amendment of covenants during the year ended December 31, 2007.

(f) Consists primarily of realized and unrealized gains and losses related to the changes in foreign currency exchange rates.  During 2010, the Successor Company recognized a gain of $2.6 million related to the valuation of our Common Stock warrants.  In 2011, a gain of $4.0 million was recognized related to the valuation of our Common Stock warrants.  The Common Stock warrants expired on February 26, 2012 unexercised.

(g) Applicable standards require the recognition of certain transactions directly related to the reorganization as reorganization expense in the statement of operations. In 2010 and 2009, the Predecessor Company recognized the following reorganization income (expense) in our financial statements:

	Predecessor
	Period from January 1 to February 26,			Year Ended December 31,
(In thousands)	2010			2009
Debt discharge – Senior subordinate notes and interest	$	252,798		$	—
Market valuation of $140 million convertible notes		(155,094	)		—
Professional fees		(25,030	)		(10,829	)
Market valuation of warrants issued		(6,618	)		—
Deferred financing fees		(3,847	)		(3,550	)
Term loan facility discount		(2,974	)		—
Other		76			—
Total	$	59,311		$	(14,379	)

(h) We define Adjusted EBITDA as our net income or loss before income tax expense or benefit, interest expense, net, depreciation and amortization, restructuring, severance, and other charges, impairment, and currency losses, net. Adjusted EBITDA has been included because we believe that it is useful for us and our investors as a measure of our performance and our ability to provide cash flows to meet debt service. Adjusted EBITDA should not be considered an alternative to net income (loss) or other traditional indicators of operating performance and cash flows determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We present the table of Adjusted EBITDA because covenants in certain of the agreements governing our material indebtedness contain

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ratios based on this measure that require evaluation on a quarterly basis. Due to the amount of our excess availability (as calculated under the ABL facility), the Company is not currently in a compliance period. Adjusted EBITDA is not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculations. Our reconciliation of net income (loss) to Adjusted EBITDA is as follows:

										Predecessor Year Ended December 31,
	Successor Year Ended December 31, 2011			Successor Period from February 26 through December 31, 2010			Predecessor Period from January 1 through February 26, 2010			2009			2008			2007
Net income (loss)	$	(17,031	)	$	(126,532	)	$	50,802		$	(140,112	)	$	(328,266	)	$	(8,639	)
Income tax expense (benefit)		7,408			1,591			(1,534	)		2,384			(4,598	)		(3,131	)
Interest expense, net		34,097			33,450			7,496			65,142			51,400			48,344
Depreciation and amortization		51,278			43,759			7,532			52,335			46,162			61,583
Goodwill & intangible asset impairment		—			—			—			3,330			277,041			1,103
Restructuring, severance and other charges1		4,806			19,091			(59,092	)		46,867			29,665			17,919
Other items related to our credit agreement2		5,527			90,196			(521	)		(6,275	)		7,608			(3,774	)
Adjusted EBITDA	$	86,085		$	61,555		$	4,683		$	23,671		$	79,012		$	113,405

1. Restructuring, severance and other charges, are as follows:

								Predecessor Year Ended December 31,
	Successor Year Ended December 31, 2011		Successor Period from February 26 through December 31, 2010		Predecessor Period from January 1 through February 26, 2010			2009		2008		2007
Restructuring, severance, and curtailment charges	$	2,216	$	338	$	219		$	11,573	$	15,698	$	17,227
Business interruption costs less recoveries(i)		—		—		—			—		—		(3,225	)
Strike avoidance costs (ii)		—		—		—			—		7,653		2,141
Loss on sale of assets (iii)		—		—		—			256		3,057		—
Other items (iv)		2,590		18,753		(59,311	)		35,038		3,257		1,776
Total	$	4,806	$	19,091	$	(59,092	)	$	46,867	$	29,665	$	17,919

i. Business interruption costs related to equipment failures at our Erie, Pennsylvania facility in 2006 were offset by insurance proceeds of $9.1 million in 2007 upon settlement of insurance claims.

ii. In 2008 and 2007, we incurred $7.7 million and $2.1 million, respectively, for lockout related costs associated with the expiration of the labor contract at our facility in Rockford, Illinois.

iii. In 2008, we recognized a loss on the sale of assets at our Anniston, Alabama, facility of $3.1 million and charges of $0.2 million were recognized in 2009 as part of the 2008 sale of assets.

iv. Other items in 2011 included $1.3 million of fees related to divestitures and acquisitions.  Other items in 2010 for the Successor Company included $15.7 million of fees related to bankruptcy, relisting, activities related to divestitures and our senior secured notes offering and $3.0 million for fresh-start inventory valuation adjustments.  Other items in 2009 included $31.6 million of reorganization and prepetition professional fees and $3.4 million for warehouse abandonment costs associated with the consolidation of our Taylor and Bristol warehouses. Other items in 2008 included $3.3 million for product development costs in our seating business.  Other items in 2007 included $0.5 million for fees associated with our secondary stock offerings.

2. Items related to our credit agreement refer to other amounts utilized in the calculation of financial covenants in Accuride’s senior debt facility. Items related to our credit agreement that are included in this summary are primarily currency gains or losses and non-cash related charges for share-based compensation.

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									Predecessor Year Ended December 31,
	Successor Year Ended December 31, 2011		Successor Period from February 26 through December 31, 2010			Predecessor Period from January 1 through February 26, 2010			2009			2008		2007
Currency gains and losses	$	3,130	$	(2,022	)	$	(521	)	$	(6,608	)	$	5,174	$	(6,493	)
Non-cash mark-to-market valuation (gains) and losses on convertible debt		—		(75,574	)		—			—			—		—
Inducement expense		—		166,691			—			—			—		—
Non-cash share-based compensation		2,397		1,101			—			333			2,434		2,719
Total	$	5,527	$	90,196		$	(521	)	$	(6,275	)	$	7,608	$	(3,774	)

(i) During 2007, we recorded $12.8 million of accelerated depreciation of certain wheel assets as a result of a reduction of the useful lives of the assets in 2006. During 2007, an intangible asset impairment loss of $1.1 million was recorded related to our Gunite trade name.  During 2008, we recognized impairment losses of $277.0 million.

(j) The ratio of earnings to fixed charges and deficiency, as defined by SEC rules, is calculated as follows:

									Predecessor Year Ended December 31,
	Successor Year Ended December 31, 2011			Successor Period from February 26 through December 31, 2010			Predecessor Period from January 1 through February 26, 2010		2009			2008			2007
Net income (loss)	$	(17,031	)	$	(126,532	)	$	50,802	$	(140,112	)	$	(328,266	)	$	(8,639	)
Less:
Discontinued operations, net of tax		(2,681	)		6,952			719		(1,811	)		(58,851	)		3,287
Income tax (expense) benefit		(7,761	)		2,207			1,931		(2,376	)		4,099			4,947
Income (loss) before income taxes from continuing operations		(6,589	)		(135,691	)		48,152		(135,925	)		(273,514	)		(16,873	)
“Fixed Charges” (interest expense, net)		34,097			33,450			7,496		59,753			51,400			48,344
“Earnings”	$	27,508		$	(102,241	)	$	55,648	$	(76,172	)	$	(222,114	)	$	31,471
Ratio:  Earnings to Fixed Charges		0.81			(3.06	)		7.42		(1.27	)		(4.32	)		0.65
Deficiency	$	6,589		$	135,691		$	—	$	135,925		$	273,514		$	16,873

(k) Working capital represents current assets less cash and current liabilities, excluding debt.

(l) As a result of the Chapter 11 filings, the payment of prepetition indebtedness is subject to compromise or other treatment under a plan of reorganization. In accordance with applicable accounting standards, we are required to segregate and disclose all prepetition liabilities that are subject to compromise. Refer to Note 6, Debt and Note 1, Significant Accounting Policies, Liabilities Subject to Compromise to the consolidated financial statements.

Liabilities subject to compromise consisted of the following:

	December 31, 2009
Debt	$	275,000
Accrued interest		15,976
Accounts payable		7,978
Executory contracts and leases		3,160
Liabilities subject to compromise	$	302,114

(m) Basic and diluted earnings per share data are calculated by dividing net income (loss) by the weighted average basic and diluted shares outstanding.

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Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes matters we consider important to understanding the results of our operations for each of the three years in the period ended December 31, 2011, including the Predecessor Company and Successor Company results for 2010, and our capital resources and liquidity as of December 31, 2011 and 2010.  References to “Successor Company” refer to the Company after February 26, 2010, after giving effect to the application of fresh-start reporting.  References to “Predecessor Company” refer to the Company prior to February 26, 2010.

The following discussion should be read in conjunction with “Selected Consolidated Financial Data” and our Consolidated Financial Statements and the notes thereto, all included elsewhere in this report. The information set forth in this MD&A includes forward-looking statements that involve risks and uncertainties. Many factors could cause actual results to differ from those contained in the forward-looking statements including, but not limited to, those discussed in Item 7A. “Quantitative and Qualitative Disclosure about Market Risk,” Item 1A. “Risk Factors” and elsewhere in this report.

General Overview

We are one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America. Our products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, and ductile and gray iron castings. We market our products under some of the most recognized brand names in the industry, including Accuride, Gunite, Imperial, and Brillion. We believe that we have number one or number two market positions in steel wheels, forged aluminum wheels, brake drums, disc wheel hubs, and metal bumpers for commercial vehicles. 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, which creates a significant barrier to entry. We believe that substantially all heavy-duty truck models manufactured in North America contain one or more Accuride components.

Our diversified customer base includes substantially all of the leading commercial vehicle OEMs, such as Daimler Truck North America, LLC, with its Freightliner and Western Star brand trucks, PACCAR, with its Peterbilt and Kenworth brand trucks, Navistar, with its International brand trucks, and Volvo/Mack, with its Volvo and Mack brand trucks. Our primary commercial trailer customers include leading commercial trailer OEMs, such as Great Dane Limited Partnership 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 15 strategically located, technologically-advanced facilities across the United States, Mexico and Canada.

Key economic factors on our cost structure are raw material costs and production levels.  Higher production levels enable us to spread costs that are more fixed in nature over a greater number of products.  We use the commercial vehicle production levels forecasted by industry experts to help us predict our production levels along with other assumptions for aftermarket demand.  Raw material costs represent the most significant component of our product cost and are driven by a combination of purchase contracts and spot market purchases as discussed in Item 1. “Raw Materials and Suppliers” and elsewhere in this report.  We expect that our Wheels business will incur $10 million higher raw material costs during 2012 as compared to 2011, which will impact profitability, while our other businesses should reflect costs per the spot market.

Reverse Stock-Split

Effective November 18, 2010, Accuride Corporation implemented a one-for-ten reverse stock split of its Common Stock.  Unless otherwise indicated, all share amounts and per share data in this Annual Report on Form 10-K for the Successor Company have been adjusted to reflect this reverse stock split.

Business Outlook

Global market and economic conditions have been challenging with slow economic growth in most major economies expected to continue into 2012.  As a result of these market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads.  Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease to provide credit to businesses and consumers.  These factors have lead to a decrease in

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spending by businesses and consumers alike. Continued turbulence in the U.S. and international markets and economies and prolonged declines in business and consumer spending may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our customers, including our ability to refinance maturing liabilities and access the capital markets to meet liquidity needs.

The heavy- and medium-duty truck and commercial trailer markets and the related aftermarket are the primary drivers of our sales. These 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.  Accordingly, the economic conditions described above led to a severe downturn in the North American truck and vehicle supply industries, which resulted in a significant decline in our sales volume and necessitated our bankruptcy filings in October 2009, as described above in “Item 1—Business—Chapter 11 Proceedings.”  Although current industry forecasts predict continued improvement in commercial vehicle production in 2012, we cannot accurately predict the commercial vehicle cycle.  Accordingly, any deterioration of the economic recovery may lead to further reduced spending and deterioration in the North American truck and vehicle supply industries for the foreseeable future. In February 2010, we emerged from bankruptcy with reduced financial leverage and an improved capital structure, which we believe has better enabled us to operate in this economic environment.  However, we continue to be a highly leveraged company, and a delayedor failed economic recovery would likely have a material adverse effect on our business, results of operations and financial condition.

Based upon the commercial vehicle industry production forecasts, we expect results from operations to improve in 2012 compared to 2011 due to increased demand for our product and improved operational efficiencies.

On March 30, 2011, we, along with one other United States domestic commercial vehicle steel wheel supplier, filed antidumping and countervailing duty petitions with the United States International Trade Commission and the United States Department of Commerce alleging that manufacturers of certain steel wheels in China are dumping their products in the United States and that these manufacturers have been subsidized by their government in violation of United States trade laws.  In May 2011, the International Trade Commission issued a preliminary determination that there was a reasonable indication that the U.S. steel wheel industry is materially injured or threatened with material injury by reason of imports from China of certain steel wheels, and began the final phase of its investigation, which continues.  In August 2011, the U.S. Department of Commerce issued a preliminary determination of countervailing duties on steel wheels imported from China ranging from 26.2% to 46.6% ad valorem, and in October 2011, the U.S. Department of Commerce issued a preliminary determination of antidumping duty margins ranging from 110.6% to 243.9% ad valorem.  As a result of these determinations, the U.S. Department of Commerce has instructed U.S. Customs to collect a cash deposit or bond of the applicable aggregate rate.  If the Department of Commerce makes a final determination that dumping or subsidies are present and the International Trade Commission determines that the domestic industry has been injured or is threatened with injury, the Department of Commerce will impose duties on the covered products imported from China in order to offset the effects of the dumping and subsidies.  No assurance can be given that these determinations will be made, that duties will be imposed or as to the amount of any duties that may be imposed.

Liabilities Subject to Compromise

In accordance with applicable accounting standards, we were required to segregate and disclose all prepetition liabilities that were subject to compromise as of December 31, 2009. Liabilities subject to compromise represented the amounts expected to be allowed, even if they were settled for lesser amounts. Unsecured liabilities of the Debtors, other than those specifically approved for payment by the Court, were classified as liabilities subject to compromise. Liabilities subject to compromise were adjusted for changes in estimates and settlements of prepetition obligations. The key factors which impacted our estimates were (1) court actions; (2) further developments with respect to disputed claims; (3) determinations of the secured status of certain claims; and (4) the values of any collateral securing such claims.

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Results of Operations

In connection with our emergence from Chapter 11 bankruptcy proceedings and the adoption of fresh-start accounting, the results of operations for 2010 separately present the 2010 Successor Period and the 2010 Predecessor Period.

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

Comparison of Fiscal Years 2011 and 2010

As a result of the adoption of fresh-start reporting, our consolidated balance sheets and consolidated statements of operations subsequent to February 26, 2010, will not be comparable in many respects to our consolidated balance sheets and consolidated statements of operations prior to February 26, 2010, unless otherwise specified.  References to “Successor Company” refer to the Company after February 26, 2010, after giving effect to the application of fresh-start reporting.  References to “Predecessor Company” refer to the Company prior to February 26, 2010.

	Successor Company						Predecessor Company
(Dollars in thousands)	Year ended December 31, 2011			Period from February 26, 2010 to December 31, 2010			Period from January 1, 2010 to February 26, 2010
Net sales	$	936,095		$	582,307		$	91,647
Cost of goods sold	855,284			541,859			89,397
Gross profit	80,811			40,448			2,250
Operating expenses	56,899			54,147			6,479
Income (loss) from operations	23,912			(13,699		)	(4,229		)
Interest (expense), net	(34,097		)	(33,450		)	(7,496		)
Non-cash market valuation – convertible notes	—			75,574			—
Inducement (expense)	—			(166,691		)	—
Other income, net	3,596			2,575			566
Reorganization income	—			—			(59,311		)
Income tax provision (benefit)	7,761			(2,207		)	(1,931		)
Income (loss) from continuing operations	(14,350		)	(133,484		)	50,083
Discontinued operations, net of tax	(2,681		)	6,952			719
Net income (loss)	$	(17,031	)	$	(126,532	)	$	50,802

Net Sales

	Successor Company				Predecessor Company
(Dollars in thousands)	Year ended December 31, 2011		Period from February 26 to December 31, 2010		Period from January 1 to February 26, 2010
Wheels	$	406,587	$	247,673	$	38,379
Gunite		251,113		175,352		29,804
Brillion		146,837		90,492		11,442
Imperial		131,558		68,790		12,022
Total	$	936,095	$	582,307	$	91,647

Fresh start accounting did not have an impact on the accounting for net sales during the year ended December 31, 2010.  Therefore, net sales from the Successor Company are comparable to the net sales of the Predecessor Company.  Our net sales for 2011 of $936.1 million were 38.9 percent above the combined net sales for 2010 of $674.0 million.  Of the total increase, approximately $222.0 million was a result of higher volume demanded due to increased production levels of the commercial vehicle market and its aftermarket segments in North America.  The increased production is a result of continued increased maintenance and replacement demand of commercial vehicles (see OEM production builds in the table below).  The remaining $40.1 million increase of net sales recognized during 2011 was related to higher pricing, which mostly represented a pass-through of increased raw material and commodity costs.

Net sales for our Wheels segment increased nearly 42.1 percent during 2011 primarily due to increased volume for all three major OEM segments (see OEM production builds in the table below).  Net sales for our Gunite segment rose by 22.4

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percent due to industry demand and approximately $21.1 million in increased pricing related to raw material costs.  Our Gunite products have a higher concentration of aftermarket demand due to being items that require replacement more often than our other products.  Our Brillion segment’s net sales increased by 44.1 percent during 2011 due to higher demand in the industrial and agricultural markets and increased pricing of approximately $20.0 million related to raw material costs.  Net sales for our Imperial segment increased by 62.8 percent due to increased volume in Class 8 OEM production.

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

	For the year ended December 31,
	2011		2010
Class 8		255,261		154,173
Classes 5-7		166,798		117,901
Trailer		209,005		124,162

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.

	Successor Company				Predecessor Company
(Dollars in thousands)	Year ended December 31, 2011		Period from February 26 to December 31, 2010		Period from January 1 to February 26, 2010
Raw materials	$	442,084	$	265,793	$	38,921
Depreciation		38,397		33,008		6,344
Labor and other overhead		374,803		243,058		44,132
Total	$	855,284	$	541,859	$	89,397

Except for depreciation, fresh start accounting did not have an impact on the accounting for costs of goods sold during the year ended December 31, 2010.  Raw materials costs increased by $137.4 million, or 45.1 percent, during the year ended December 31, 2011 due to increases in sales volume of approximately 34.7 percent and price of approximately 10.4 percent.  The price increases were primarily related to steel and aluminum, which represent nearly all of our material costs.

Depreciation was impacted by fresh start accounting, which increased the book value of our property, plant, and equipment slightly, yet extended the average useful life associated with each of those assets.

Labor and overhead costs increased by 30.5 percent due to increased volume, which is lower than the overall net sales volume increase of approximately 38.9 percent due to the impact of certain of our costs (i.e. salaries, rent, etc) being fixed in nature, as opposed to variable.

Operating Expenses

	Successor Company				Predecessor Company
(Dollars in thousands)	Year ended December 31, 2011		Period from February 26 to December 31, 2010		Period from January 1 to February 26, 2010
Selling, general, and administration	$	40,673	$	43,448	$	5,085
Research and development		4,803		3,382		745
Depreciation and amortization		11,423		7,317		649
Total	$	56,899	$	54,147	$	6,479

Other than depreciation and amortization, operating expenses were not impacted by fresh start accounting.  Selling, general, and administrative costs decreased by $7.9 million in 2011 primarily due to fees incurred in 2010 related to the conversion of

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our outstanding convertible notes and relisting on the NYSE.  Research and development costs increased by $0.7 million due to increase in staff and traveling expenses.

Depreciation and amortization were impacted by the fresh start accounting process, mostly due to establishing the opening balance sheet for other intangible assets for our Wheels business unit that had not previously been required to have its intangible assets recorded at fair value since they were acquired prior to the applicable accounting guidance being in place.

Operating Income (Loss)

	Successor Company						Predecessor Company
(Dollars in thousands)	Year ended December 31, 2011			Period from February 26 to December 31, 2010			Period from January 1 to February 26, 2010
Wheels	$	57,864		$	23,577		$	2,663
Gunite		(1,785	)		2,623			277
Brillion		2,301			(1,171	)		(986	)
Imperial		3,141			(579	)		(1,011	)
Corporate/Other		(37,609	)		(38,149	)		(5,172	)
Total	$	23,912		$	(13,699	)	$	(4,229	)

Operating income for the Wheels segment was 14.2 percent of its net sales for the year ended December 31, 2011, 6.9 percent for the period January 1, 2010 through February 26, 2010, and 9.5 percent for the period February 26, 2010 through December 31, 2010.  Included in the period February 26, 2010 through December 31, 2010 was $5.6 million of intangible amortization that was recognized as a result of intangible assets being recorded at fair value through the fresh start accounting process.  Prior to that period in 2010, the Wheels segment did not recognize any intangible asset amortization.

Operating income (loss) for the Gunite segment was (0.7) percent of its net sales for the year ended December 31, 2011, 0.9 percent for the period January 1, 2010 through February 26, 2010, and 1.5 percent for the period February 26, 2010 through December 31, 2010.  Operating income for Gunite was affected during 2011 by excess costs related to production inefficiencies and quality issues that resulted in increased inspection costs.

Operating income (loss) for the Brillion segment was 1.6 percent of its net sales for the year ended December 31, 2011, (8.6) percent for the period January 1, 2010 through February 26, 2010, and (1.3) percent for the period February 26, 2010 through December 31, 2010.  Sales volume for our Brillion segment increased during 2011 as the industrial and agricultural markets continued to gain strength while increased pricing offset rising material costs.  The increase in sales volume was the primary reason for improved operating income for Brillion.

The operating income (loss) for the Imperial segment was 2.4 percent of its net sales for the year ended December 31, 2011, (8.4) percent for the period January 1, 2010 through February 26, 2010, and (0.8) percent for the period February 26, 2010 through December 31, 2010.  Rising demand contributed to the positive operating income for Imperial during 2011.  Depreciation and amortization for Imperial was $0.4 million for 2011, $0.8 million for the period January 1, 2010 through February 26, 2010, and $0.9 million for the period February 26, 2010 through December 31, 2010.

The operating losses for the Corporate segment were 4.0 percent of consolidated net sales for the year ended December 31, 2011, 5.6 percent for the period January 1, 2010 through February 26, 2010, and 6.6 percent for the period February 26, 2010 through December 31, 2010.  The operating losses during the period February 26, 2010 through December 31, 2010 were impacted by prepetition fees and other bankruptcy costs, including fees associated with financing costs of the asset-based loan, the 9.5 percent notes, and the conversion offer, of $15.7 million, respectively.

Interest Expense

Net interest expense was not affected by fresh start accounting.  However, the capital structure of the Successor Company was significantly different than for the Predecessor Company.  The Successor Company had, upon emergence from bankruptcy and continues to have, significantly less debt than the Predecessor Company.  Net interest expense decreased $6.8 million to $34.1 million for the year ended December 31, 2011 from $40.9 million for the year ended December 31, 2010.  This was mostly due to not recognizing interest related to our prepetition senior subordinated notes that were cancelled as part of our Plan of Reorganization and a lower debt level maintained in 2011 compared to 2010.

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Non-cash valuation changes of convertible notes & Inducement expense

In connection with accounting guidance following the emergence from Chapter 11, we recorded the conversion option on our convertible notes at fair value.  Due to the change in fair value of the conversion option, we recorded income of $75.6 million during 2010.  Also during 2010, we issued a conversion offer to holders of our convertible notes which resulted in conversion of all such notes outstanding.  ASC 470 requires the recognition of expense equal to the fair value of securities transferred in excess of the fair value of securities issuable pursuant to the original conversion terms.  Related to the conversion, we recorded inducement expenses of $166.7 million.  This charge represents the fair value of the incremental shares of common stock that were issued as a result of the Conversion Offer over the fair value of the shares of the common stock that the convertible note-holders would have otherwise received contractually as of the date of the Conversion Offer.

Reorganization items

ASC 852 requires the recognition of certain transactions directly related to the reorganization as reorganization expense or income in the statement of operations. The reorganization gain of $59.3 million for 2010 consisted of $25.0 million professional fees directly related to reorganization and an $84.3 million gain on the discharge and issuance of our debt instruments.  The reorganization expense of $14.4 million for 2009 consisted of $10.8 million professional fees directly related to reorganization and a $3.6 million loss on deferred financing fees related to our prepetition senior subordinated notes that were included in Liabilities Subject to Compromise.

Income tax provision

Our effective tax rate for 2011 and 2010 was 117.8 percent and (5.6) percent, respectively.  Our tax rate is affected by recurring items, such as change in valuation allowance, tax rates in foreign jurisdictions and the relative amount of income we earn in jurisdictions, which we expect to be fairly consistent in the near term.  It is also affected by discrete items that may occur in any given year, but are not consistent from year to year.  In addition to state income taxes, the following items had the most significant impact on the difference between our statutory U.S. federal income tax rate of 35 percent and our effective tax rate.  In 2011, we experienced a $15.8 million (239.1) percent increase resulting from a change in our valuation allowance against deferred tax assets in excess of deferred tax liabilities.

In 2010, we experienced a decrease of $26.4 million (19.5) percent as a result from the fair valuation of our convertible notes.  Also in 2010, we experienced increases of $8.5 million (33.6) percent and $17.8 million (29.5) percent as a result from reorganization items and a change in our valuation allowance against deferred tax assets in excess of deferred tax liabilities, respectively.

Discontinued Operations

Discontinued operations represent reclassification of operating results, including gain/loss on sale, for Fabco Automotive, Bostrom Seating and Brillion Farm, net of tax.  The sales of Fabco and Bostrom were in 2011 and the Brillion Farm assets were sold during 2010.  We have reclassified current and prior period operating results, including the gain/loss on the sale transactions, to discontinued operations.

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Comparison of Fiscal Years 2010 and 2009

As a result of the adoption of fresh-start reporting, our consolidated balance sheets and consolidated statements of operations subsequent to February 26, 2010, will not be comparable in many respects to our consolidated balance sheets and consolidated statements of operations prior to February 26, 2010, unless otherwise specified.  References to “Successor Company” refer to the Company after February 26, 2010, after giving effect to the application of fresh-start reporting.  References to “Predecessor Company” refer to the Company prior to February 26, 2010.

	Successor Company			Predecessor Company
(Dollars in thousands)	Period from February 26, 2010 to December 31, 2010			Period from January 1, 2010 to February 26, 2010			Year Ended December 31, 2009
Net sales	$	582,307		$	91,647		$	514,749
Cost of goods sold	541,859			89,397			521,833
Gross profit (loss)	40,448			2,250			(7,084		)
Prepetition fees	—			—			17,015
Goodwill and intangible asset impairments	—			—			2,830
Operating expenses	54,147			6,479			36,363
Loss from operations	(13,699		)	(4,229		)	(63,292		)
Interest (expense), net	(33,450		)	(7,496		)	(59,753		)
Loss on extinguishment of debt	—			—			(5,389		)
Non-cash market valuation – convertible notes	75,574			—			—
Inducement (expense)	(166,691		)	—			—
Other income, net	2,575			566			6,888
Reorganization expense (income)	—			(59,311		)	14,379
Income tax provision (benefit)	(2,207		)	(1,931		)	2,376
Income (loss) from continuing operations	(133,484		)	50,083			(138,301		)
Discontinued operations, net of tax	6,952			719			(1,811		)
Net income (loss)	$	(126,532	)	$	50,802		$	(140,112	)

Net Sales

	Successor Company		Predecessor Company
(Dollars in thousands)	Period from February 26 to December 31, 2010		Period from January 1 to February 26, 2010		Year Ended December 31, 2009
Wheels	$	247,673	$	38,379	$	238,745
Gunite		175,352		29,804		153,713
Brillion		90,492		11,442		49,829
Imperial		68,790		12,022		72,462
Total	$	582,307	$	91,647	$	514,749

Fresh start accounting did not have an impact on the accounting for net sales during the year ended December 31, 2010.  Therefore, net sales from the Successor Company are comparable to the net sales of the Predecessor Company.  Our combined net sales were $674.0 million during 2010, which represented an increase of $159.3 million, or 30.9 percent, as compared to 2009.  Of the total increase, approximately $142.4 million was a result of higher volume demanded due to increased production levels of the commercial vehicle market and its aftermarket segments in North America.  The increased production is a result of increased maintenance and replacement demand of commercial vehicles (see OEM production builds in the table below).  The remaining $16.9 million increase of net sales recognized during 2010 was related to higher pricing, which mostly represented a pass-through of increased raw material and commodity costs.

Combined net sales for Wheels increased nearly 19.8 percent during 2010 primarily due to increased volume for all three major OEM segments (see OEM production builds in the table below).  Combined net sales for our Gunite products rose by 33.5 percent due to the same reasons as Wheels along with increased volume demanded by the aftermarket segment.  Our Gunite products have a higher concentration of aftermarket demand due to being an item that requires replacement more often than our other products.  Combined net sales at Brillion increased by 104.6 percent during 2010 over 2009 due to

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higher demand in the industrial and agricultural segments and increased pricing of $18.0 million.  Combined net sales at Imperial were 11.5 percent higher in 2010 than during 2009 due to increased demand.

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

	For the year ended December 31,
	2010		2009
Class 8		154,173		118,396
Classes 5-7		117,901		97,733
Trailer		124,162		79,027

While we serve the commercial vehicle aftermarket segment, there is no industry data to compare our 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.

	Successor Company		Predecessor Company
(Dollars in thousands)	Period from February 26 to December 31, 2010		Period from January 1 to February 26, 2010		Year Ended December 31, 2009
Raw materials	$	265,793	$	38,921	$	217,208
Depreciation		33,008		6,344		44,593
Labor and other overhead		243,058		44,132		260,032
Total	$	541,859	$	89,397	$	521,833

Except for depreciation, fresh start accounting did not have an impact on the accounting for costs of goods sold during the year ended December 31, 2010.  Raw materials have increased by $87.5 million, or 40.3 percent, during the year ended December 31, 2010 due to increases in sales volume of approximately 28.5 percent and price of approximately 11.8 percent.  The price increases were primarily related to steel and aluminum, which represent nearly all of our material costs.

Depreciation was impacted by fresh start accounting, which increased the book value of our property, plant, and equipment slightly, yet extended the average useful life associated with each of those assets.

Labor and overhead increased by 10.4 percent due to increased volume, which is lower than the overall net sales volume increase mentioned above due to the impact of certain of our costs (i.e. salaries, rent, etc) being fixed in nature, as opposed to variable.

Operating Expenses

	Successor Company		Predecessor Company
(Dollars in thousands)	Period from February 26 to December 31, 2010		Period from January 1 to February 26, 2010		Year Ended December 31, 2009
Selling, general, and administration	$	43,448	$	5,085	$	28,143
Research and development		3,382		745		4,323
Depreciation and amortization		7,317		649		3,897
Total	$	54,147	$	6,479	$	36,363

Other than depreciation and amortization, operating expenses were not impacted by fresh start accounting.  Selling, general, and administrative costs increased by $20.4 million in 2010 on a combined basis primarily due to fees incurred during 2010 for bankruptcy, relisting on the New York Stock Exchange, charges related to a product recall campaign, and our senior secured notes offering.  Research and development costs did not materially change from 2009 to 2010.

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Depreciation and amortization were impacted by the fresh start accounting process, mostly due to establishing the opening balance sheet for other intangible assets for our Wheels business unit that had not previously been required to have its intangible assets recorded at fair value since they were acquired prior to the applicable accounting guidance being in place.  Specifically, operating income was impacted in the period February 26, 2010 to December 31, 2010 by the increase of intangible asset amortization as a result of the fresh start accounting process.

Operating Income (Loss)

	Successor Company			Predecessor Company
(Dollars in thousands)	Period from February 26 to December 31, 2010			Period from January 1 to February 26, 2010			Year Ended December 31, 2009
Wheels	$	23,577		$	2,663		$	14,888
Gunite		2,623			277			(10,052	)
Brillion		(1,171	)		(986	)		(13,984	)
Imperial		(579	)		(1,011	)		(9,235	)
Corporate/Other		(38,149	)		(5,172	)		(44,909	)
Total	$	(13,699	)	$	(4,229	)	$	(63,292	)

Operating income for the Wheels segment was 6.2 percent of its net sales for the year ended December 31, 2009, 6.9 percent for the period January 1, 2010 through February 26, 2010, and 9.5 percent for the period February 26, 2010 through December 31, 2010.  Included in the period February 26, 2010 through December 31, 2010 was $5.6 million of intangible amortization that was recognized as a result of intangible assets being recorded at fair value through the fresh start accounting process.  During 2009 and the period January 1, 2010 through January 26, 2010, the Wheels segment did not recognize any intangible asset amortization.  During 2009, the Wheels segment recognized a pension curtailment charge of $2.9 million.

Operating income (loss) for the Gunite segment was (6.5) percent of its net sales for the year ended December 31, 2009, 0.9 percent for the period January 1, 2010 through February 26, 2010, and 1.5 percent for the period February 26, 2010 through December 31, 2010.  The increased volume of net sales during the period February 26, 2010 through December 31, 2010 created positive operating income, partially offset by $2.3 million of charges related to a product recall campaign related to automatic slack adjusters.  During 2009, our Gunite segment recognized a charge of $3.2 million of costs related to lease abandonment charges recognized related to consolidating our warehouses.

The operating losses for the Brillion segment were 28.1 percent of its net sales for the year ended December 31, 2009, 8.6 percent for the period January 1, 2010 through February 26, 2010, and 1.3 percent for the period February 26, 2010 through December 31, 2010.  Sales volume for our Brillion segment increased by 104.6 percent during 2010 as the industrial and agricultural markets rebounded after a significantly down year in 2009.  The increase in sales volume and approximately $18.0 million in increased pricing were the primary reasons for improved operating results for Brillion despite increasing material costs.  During 2009, Brillion recorded $1.9 million of intangible asset impairments and approximately $0.9 million of severance related charges.

The operating losses for the Imperial segment were 12.7 percent of its net sales for the year ended December 31, 2009, 8.4 percent for the period January 1, 2010 through February 26, 2010, and 0.8 percent for the period February 26, 2010 through December 31, 2010.  Depreciation and amortization for Imperial was $5.8 million for the year ended December 31, 2009, $0.8 million for the period January 1, 2010 through February 26, 2010, and $0.9 million for the period February 26, 2010 through December 31, 2010.  During 2009, Imperial recognized charges of $1.3 million of costs related to severance and other restructuring and $0.9 million of intangible asset impairments.

The operating losses for the Corporate segment were 8.7 percent of consolidated net sales for the year ended December 31, 2009, 5.6 percent for the period January 1, 2010 through February 26, 2010, and 6.6 percent for the period February 26, 2010 through December 31, 2010.  The operating losses during 2009 and the period February 26, 2010 through December 31, 2010 were impacted by prepetition fees and other bankruptcy costs, including fees associated with financing costs of the asset-based loan, the 9.5 percent notes, and the conversion offer, of $17.0 million and $15.7 million, respectively.

Interest Expense

Net interest expense was not affected by fresh start accounting.  However, the capital structure of the Successor Company was significantly different than for the Predecessor Company.  The Successor Company had, upon emergence from

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bankruptcy and continues to have, significantly less debt than the Predecessor Company.  Net interest expense decreased $18.9 million to $40.9 million for the year ended December 31, 2010 from $59.8 million for the year ended December 31, 2009.  This was mostly due to not recognizing interest related to our prepetition senior subordinated notes that were cancelled as part of our Plan of Reorganization and a lower debt level maintained in 2010 compared to 2009.

Non-cash valuation changes of convertible notes & Inducement expense

In connection with accounting guidance following the emergence from Chapter 11, we recorded the conversion option on our convertible notes at fair value.  Due to the change in fair value of the conversion option, we recorded income of $75.6 million during 2010.  Also during 2010, we issued a conversion offer to holders of our convertible notes which resulted in conversion of all such notes outstanding.  ASC 470 requires the recognition of expense equal to the fair value of securities transferred in excess of the fair value of securities issuable pursuant to the original conversion terms.  Related to the conversion, we recorded inducement expenses of $166.7 million.  This charge represents the fair value of the incremental shares of common stock that were issued as a result of the Conversion Offer over the fair value of the shares of the common stock that the convertible note-holders would have otherwise received contractually as of the date of the Conversion Offer.

Reorganization items

ASC 852 requires the recognition of certain transactions directly related to the reorganization as reorganization expense or income in the statement of operations. The reorganization gain of $59.3 million for 2010 consisted of $25.0 million professional fees directly related to reorganization and an $84.3 million gain on the discharge and issuance of our debt instruments.  The reorganization expense of $14.4 million for 2009 consisted of $10.8 million professional fees directly related to reorganization and a $3.6 million loss on deferred financing fees related to our prepetition senior subordinated notes that were included in Liabilities Subject to Compromise. In addition, we incurred $17.0 million of prepetition professional fees in 2009 directly related to our reorganization, which we reported separately in the statement of operations.

Discontinued Operations

Discontinued operations represent reclassification of operating results, including gain/loss on sale, for Fabco Automotive, Bostrom Seating and Brillion Farm, net of tax.  The sales of Fabco and Bostrom were in 2011 and the Brillion Farm assets were sold during 2010.  We have reclassified current and prior period operating results, including the gain/loss on the sale transactions, to discontinued operations.

Changes in Financial Condition

At December 31, 2011, we had total assets of $868.9 million, as compared to $874.1 million at December 31, 2010.  The $5.2 million, or 0.6%, decrease in total assets primarily resulted from the divestiture of our discontinued operations and a reduction in our ending cash position.  An increase in working capital partially offset these decreases.

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

	December 31,			December 31,
	2011			2010
Accounts receivable	$	98,075		$	75,702
Inventories		72,827			55,818
Deferred income taxes (current)		7,675			13,061
Other current assets		4,657			5,457
Accounts payable		(80,261	)		(55,324	)
Accrued payroll and compensation		(16,466	)		(17,320	)
Accrued interest payable		(12,503	)		(12,682	)
Accrued workers compensation		(4,936	)		(6,994	)
Other current liabilities		(14,323	)		(20,200	)
Working Capital	$	54,745		$	37,518

Significant changes in working capital included:

·   an increase in accounts receivable of $22.4 million due to the comparative increase in revenue in the months leading up to the respective period-end dates;  

·   an increase in inventory of $17.0 million primarily in finished goods due to increase in sales demand and increase in our pre-build inventory for the upcoming brake season; and  

·   an increase of accounts payable of $25.0 million primarily due to the increase in inventory-related purchases in the months leading up to the respective period-end dates, and stronger initiatives to improve payment terms with our key suppliers.

Capital Resources and Liquidity

Our primary sources of liquidity during the twelve months ended December 31, 2011 were cash reserves, proceeds from the sale of Fabco Automotive and 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 2012 and the foreseeable future.

As of December 31, 2011, we had $56.9 million of cash plus $42.1 million in availability under our ABL credit facility for total liquidity of $99.0 million.  In June 2011, we had a $20.0 million advance on our ABL credit facility to partially finance the acquisition of the Camden operations.  In September, we received $32.8 million in proceeds related to the sale of Fabco Automotive, which excludes $2.1 million of fees paid at closing.

No provision has been made for U.S. income taxes related to undistributed earnings of our Canadian foreign subsidiary that we intend to permanently reinvest in order to finance capital improvements and/or expend operations either through the expansion of the current operations or the purchase of new operations. At December 31, 2011, Accuride Canada had $9.4 million of cumulative retained earnings. The Company distributes earnings for the Mexican foreign subsidiary and expects to distribute earnings annually.  Therefore, deferred tax liabilities in the amounts of $1.0 million and $1.9 million for 2010 and 2011, respectively, have been established for the undistributed earnings of our Mexican foreign subsidiary.

Our ability to fund working capital needs, planned capital expenditures, scheduled debt 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 for the year ended December 31, 2011 amounted to $1.5 million.  Net cash used for the period January 1, 2010 through February 26, 2010 was $20.8 million while net cash provided by operating activities for the period February 26, 2010 through December 31, 2010 was $10.4 million.  This net decrease in funds used was primarily a result of increased demand for our products during 2011 and stronger initiatives to improve payment terms with our key suppliers.  Cash used during 2010 included approximately $43.8 million in fees and other expenses related to bankruptcy, the Refinancing, the Conversion Offer, and the sale of certain assets.

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Investing Activities

Net cash used by investing activities totaled $40.0 million for the year ended December 31, 2011, compared to cash provided of $6.1 million for the period February 26, 2010 through December 31, 2010.  Cash used in investing activities for the period January 1, 2010 through February 26, 2010 was $2.0 million.  Our most significant cash outlays for investing activities were the purchases of property, plant, and equipment.  Our capital expenditures in 2011 were $58.4 million, which was higher than historical levels due to increased investments in aluminum wheel capacity and other equipment.  Cash generated from operations and existing cash reserves funded these expenditures.  During 2011 we had cash inflows of $40.7 million related to the sale of discontinued operations.  During 2011 we had cash outflows of $22.4 million related to the acquisition of the Camden operations.  During the period February 26, 2010 through December 31, 2010 we had cash inflows of $13.0 million related to issuance of letters of credit to replace restricted cash from previously drawn letters of credit and $9.1 million related to the sale of certain assets.  Capital expenditures for 2012 are expected to be between $70 million and $80 million, which we expect to fund through our cash from operations and existing cash reserves.  Due to the continued challenges facing our industry and the economy as a whole, we are managing our capital expenditures very closely in order to preserve liquidity throughout 2012, while still maintaining our production capacity and making investments necessary to meet competitive threats and to seize upon growth opportunities.

Financing Activities

Net cash provided by financing activities for the year ended December 31, 2011 totaled $20.0 million related to an increase in our ABL credit facility to partially finance the acquisition of the Camden, South Carolina facility.  Net cash provided by financing activities of $46.6 million during the period January 31, 2010 through February 26, 2010, while net cash used for the period February 26, 2010 through December 31, 2010 was $18.4 million.  During the two periods in 2010, we received $140 million of proceeds related to issuance of our convertible notes and exchanged our postpetition senior credit facility for the $310 million aggregate principal amount of senior secured notes and $75 million ABL credit facility, as discussed below.  During the period February 26, 2010 through December 31, 2010, we paid $10.9 million in fees related to the refinancing.

Bank Borrowing and Senior Notes

Refinancing

On July 29, 2010, we completed an offering of $310.0 million aggregate principal amount of senior secured notes and entered into the ABL Credit Agreement (the “ABL facility”). We used the net proceeds from the offering of the senior secured notes, $15.0 million of borrowings under the ABL facility and cash on hand to refinance our postpetition senior credit facility and to pay related fees and expenses (the “Refinancing”).

The ABL Facility

In connection with the Refinancing, we entered into the ABL facility.  Initially, the ABL facility was a senior secured asset based revolving credit facility in an aggregate principal amount of up to $75.0 million, with the right, subject to certain conditions, to increase the availability under the facility by up to $25.0 million in the aggregate (for a total aggregate availability of $100.0 million). On February 7, 2012, we exercised this right and increased the maximum capacity under the ABL Facility to $100.0 million. The four-year ABL facility matures on July 29, 2014 and provides 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 ABL facility initially bear interest at an annual rate equal to, at our option, either LIBOR plus 3.75% or Base Rate plus 2.75%, subject to changes based on our leverage ratio as defined in the ABL facility.

We must also pay a commitment fee equal to 0.50% per annum to the lenders under the ABL facility if utilization under the facility exceeds 50.0% of the total commitments under the facility and a commitment fee equal to 0.75% per annum if utilization under the facility is less than or equal to 50.0% of the total 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”).

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Senior Secured Notes

Also in connection the Refinancing, 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 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.  Based on the forecasted production volumes below, we expect to be in compliance with all restrictive debt covenants through the next twelve months.

We continue, however, 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.  The 2012 production forecasts by ACT Publications for the significant commercial vehicle markets that we serve, as of February 10, 2012, are as follows:

North American Class 8	296,493
North American Classes 5-7	173,493
U.S. Trailers	248,350

Prior Convertible Notes

In connection with a conversion offer completed in November 2010, we accepted all of our previously outstanding $145.3 million of convertible notes for conversion and issued 34,600,145 shares of common stock to holders participating in the conversion of such notes (the “Conversion Offer”). ASC 470 requires the recognition of expense equal to the fair value of securities transferred in excess of the fair value of securities issuable pursuant to the original conversion terms.  Related to the conversion offer, we recorded inducement expenses of $166.7 million.  This charge represents the fair value of the incremental shares of common stock that were issued as a result of the Conversion Offer over the fair value of the shares of the Common Stock that the convertible note-holders would have otherwise received contractually as of the date of the Conversion Offer.

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

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Contractual Obligations and Commercial Commitments

The following table summarizes our contractual obligations as of December 31, 2011 and the effect such obligations and commitments are expected to have on our liquidity and cash flow in future periods:

	Payments due by period
(dollars in millions)	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
Long-term debt(a)	$	330.0	$	—	$	20.0	$	—	$	310.0
Interest on long-term debt(b)		194.0		29.5		58.9		58.9		46.7
Interest on variable rate debt (c)		2.1		0.8		1.3		—		—
Capital leases (d)		2.2		0.4		0.6		0.6		0.6
Operating leases		14.9		3.5		5.7		2.9		2.8
Purchase commitments(e)		105.2		87.7		17.5		—		—
Other long-term liabilities(f)		189.9		18.8		35.4		36.7		99.0
Total obligations(g)	$	838.3	$	140.7	$	139.4	$	99.1	$	459.1

(a)   Amounts represent face value of debt instruments due, comprised of $310.0 million aggregate principal amount of senior secured notes and a $20.0 million draw on our ABL facility.

(b)   Interest expense for our senior secured notes, computed at 9.5% annum.

(c)   Interest expense for our ABL facility initially bear interest at an annual rate equal to, at our option, either LIBOR plus 3.75% or Base Rate plus 2.75%, subject to changes based on our leverage ratio as defined in the ABL facility.

(d)   Subsequent to December 31, 2011, future obligations for capital leases increased by $15.9 million.  On February 10, 2012, the Company entered into a capital lease agreement for the lease of equipment to be used in the production of wheel-end components by our Gunite business unit.  The agreement provides financing in the amount of $15.0 million to Gunite for certain equipment, which is expected to be installed beginning in the second quarter of 2012.  In connection with the lease agreement, the Company was reimbursed for payments previously made to the manufacturer of the equipment of $7.9 million.

(e)   The unconditional purchase commitments are principally take-or-pay obligations related to the purchase of certain materials, including natural gas, consistent with customary industry practice.

(f)   Consists primarily of estimated post-retirement and pension contributions for 2012 and estimated future post-retirement and pension benefit payments for the years 2013 through 2021. Amounts for 2022 and thereafter are unknown at this time.

(g)   Since it is not possible to determine in which future period it might be paid, excluded above is the $7.9 million uncertain tax liability recorded in accordance with ASC 740-10, Income Taxes.

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes have been prepared in accordance with GAAP applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses during the reporting periods.

We continually evaluate our accounting policies and estimates used to prepare the consolidated financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Critical accounting policies and estimates are those where the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the impact of the estimates and assumptions on financial condition or operating performance is material. We believe our critical accounting policies and estimates, as reviewed and discussed with the Audit Committee of

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our Board of Directors, include accounting for fresh-start, convertible notes, impairment of long-lived assets, goodwill, pensions, and income taxes.

Fresh-start Accounting—We evaluated the applicable accounting guidance regarding fresh start and determined that we qualified to report under those requirements.

In applying fresh-start reporting, we applied ASC 805, Business Combinations, and recorded our assets and liabilities at fair value as of February 26, 2010.  These fresh-start adjustments were finalized during the fourth quarter of 2010.  Aside from the assets and liabilities that already represented fair value on our consolidated balance sheet, the significant assumptions related to the valuations of our assets and liabilities that were revalued in connection with fresh-start reporting are subsequently discussed.

Inventory

We recorded inventories at their fair value of $59.7 million, which was an increase of $3.0 million.  Historically, our inventories were stated at the lower of cost or market on a first-in, first-out (“FIFO”) basis.  The fair value valuation was determined based on the estimated selling price less costs to sell for finished goods and work-in-process, which also considered costs to completion.  Raw material values were based on replacement cost.  The increase of fair value over our stated values was amortized during 2010 as a component of cost of goods sold.

    Supplies

At emergence the Successor Company adopted a supplies accounting policy that requires capitalization of critical supplies that are above a threshold limit with subsequent amortization over their useful lives.  Supplies purchased that are valued below the threshold limit will be immediately recognized as an expense in our consolidated statements of operations.  Approximately $16.4 million of supplies for our Predecessor Company were removed from other current assets and $2.6 million were added to other non-current assets, which represented the fair value of the supplies that met the requirements of the accounting policy.

Property, Plant and Equipment

We recorded property, plant and equipment which includes land, land improvements, buildings, machinery and equipment, and construction in progress at its fair value of $255.7 million.  Fair value was based on the highest and best use of specific properties.  Specific approaches by asset class are as follows:

·   Land and land improvement values were determined based on the sales comparison approach, which considers the value of the land parcels if vacant.  In the sales comparison approach, comparable land sales and listings in each property’s geographic area were obtained and compared to the property being valued, focusing most heavily on recent sales of similar size, location, and zoning.

·   The buildings and building improvements were valued using a direct cost method whereby the replacement cost was estimated based on building class using square foot costs.  An estimate of physical deterioration as well as functional and external obsolescence was then applied to arrive at a final fair value.

·   Machinery and equipment were valued on a continued-use basis.  Using the indirect method of the cost approach, the replacement cost was indexed according to the historical cost, with allowances for physical deterioration as well as functional and external obsolescence to arrive at a final fair value.  Construction in progress was reported using original cost basis.

Other intangible assets

We recorded other intangible assets of $224.4 million at their fair values. The following is a summary of and approaches used to determine the fair value of our significant intangible assets:

·   Trade names and technology were valued at $34.1 million and $40.4 million, respectively, which was determined using the relief from royalty method, which capitalizes the cost savings associated with owning, rather than licensing the trade names and technology.  Other significant considerations include revenues applicable to the trade names and technology with a declining obsolescence factor for technology, useful life, royalty rates, income tax rates, discount rates, and the tax benefits from amortization expense.

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·   Customer relationships were valued at $149.9 million using the multi-period excess earnings approach, which is a form of the income approach.  This method is based on the concept that cash flows attributable to the assets are available after deducting the costs associated with the business as well as the return on assets employed in the generation of the cash flows.  Significant considerations include cash flows from existing customer relationships, estimating contributory asset charges and required rates of return on tangible and intangible assets, the tax amortization benefit, and discount rates.

   Goodwill

We recorded Goodwill of $177.6 million upon application of fresh-start reporting. When applying fresh-start reporting, the difference between the business enterprise value and the fair value of our assets and liabilities gives rise to goodwill, which is a residual.

Deferred Income Taxes

We recorded deferred income tax assets and liabilities of $2.5 million and $25.6 million, respectively, for differences resulting from applying fresh-start reporting.

Debt

We recorded our long-term debt at their total fair value of $604.1. million, which had two major components, as follows:

·   The senior credit facility of $309.0 million.

·   The $140 million aggregate principal amount of convertible notes was recorded at fair value of $124.2 million and its embedded conversion option at $170.9 million.  The fair values related to the convertible notes and the embedded conversion option considered several factors, such as the price of our Common Stock, volatility, the risk-free rate, and credit spreads.  Also significant are the coupon interest rate, the rate of conversion of the notes into shares of our Common Stock, and the term of the instrument.

Pensions and Other Postretirement Benefit Plan Liabilities, current and non-current

We recorded pensions of $35.0 million and other postretirement benefit plan liabilities of $73.1 million, which includes the actuarial measurement of all of our benefit plans.  These liabilities increased by $11.1 million compared to the Predecessor’s valuations due to changes in the market value of our assets and liabilities, eliminating accumulated other comprehensive income, and revised discount rates, which declined between 75 and 100 basis points from the Predecessor’s valuations.

Stockholder’s Equity (Deficiency)

The changes to our Stockholder’s Equity (Deficiency) reflect our recapitalization using $563 million, which is the midpoint of the range of our enterprise valuations in our Plan of Reorganization and the application of fresh-start reporting.  Also included is the elimination of our Predecessor Common Stock, Treasury Stock, Accumulated Other Comprehensive Loss, and Accumulated Deficiency.

Convertible Notes—We bifurcated the convertible notes in regards to the valuations of the notes and the embedded conversion option.  During 2010, we recognized mark-to-market valuation gains and losses related to the conversion option.  As a result of the conversion offer that resulted in issuing more shares of Common Stock than was contractually required, we recognized an inducement charge of $166.7 million.  This charge represents the fair value of the incremental shares of common stock that were issued as a result of the Conversion Offer over the fair value of the shares of the common stock that the convertible note-holders would have otherwise received contractually as of the date of the Conversion Offer.

Impairment of Long-lived Assets—We evaluate long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. In performing the review of recoverability, we estimate future cash flows expected to result from the use of the asset and our eventual disposition. The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require our subjective

43

judgments. The time periods for estimating future cash flows is often lengthy, which increases the sensitivity to assumptions made. Depending on the assumptions and estimates used, such as the determination of the primary asset group, the estimated life of the primary asset, and projected profitability, the estimated future cash flows projected in the evaluation of long-lived assets can vary within a wide range of outcomes. We consider the likelihood of possible outcomes in determining the best estimate of future cash flows.

Accounting for Goodwill and Other Intangible Assets—We review goodwill for impairment annually or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. Recoverability of goodwill is measured by a comparison of the carrying value to the implied fair value.  If the carrying amount exceeds its fair value, an impairment charge is recognized to the extent that the implied fair value exceeds its carrying value. The implied fair value of goodwill is the residual fair value, if any, after allocating the fair value to all of the assets (recognized and unrecognized) and all of the liabilities. We estimate fair value using a combination of market value approach using quoted market prices of comparable companies and an income approach using discounted cash flow projections.

The income approach uses a projection of estimated cash flows that is discounted using a weighted-average cost of capital that reflects current market conditions. The projection uses management’s best estimates of economic and market conditions over the projected period including growth rates in sales, costs, estimates of future expected changes in operating margins and capital expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements.

A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in our expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our consolidated financial statements.

The annual impairment test as of November 30, 2011, passed, and we were not required to complete step two.

We review other intangibles for impairment annually or more frequently if events or circumstances indicate that the carrying amount of trademarks may be impaired. If the carrying amount exceeds the fair value (determined by calculating a fair value based upon a discounted cash flow of an assumed royalty rate – relief of royalty method), impairment of the trademark may exist resulting in a charge to earnings to the extent of impairment.

Pensions and Other Post-Employment Benefits—We account for our defined benefit pension plans and other post-employment benefit plans in accordance with ASC 715-30, Defined Benefit Plans - Pensions, ASC 715-60, Defined Benefit Plans – Other Postretirement, and ASC 715-20, Defined Benefit Plans - General, which require that amounts recognized in financial statements be determined on an actuarial basis. As permitted by ASC 715-30, we use a smoothed value of plan assets (which is further described below). ASC 715-30 requires that the effects of the performance of the pension plan’s assets and changes in pension liability discount rates on our computation of pension income (cost) be amortized over future periods.  ASC 715-20 requires an employer to fully recognize the obligations associated with single-employer defined benefit pension, retiree healthcare, and other postretirement plans in their financial statements.

The most significant element in determining our pension income (cost) in accordance with ASC 715-30 is the expected return on plan assets and discount rates. In 2011, we assumed that the expected long-term rate of return on plan assets would be 7.55% for our U.S. plans and 6.50% for our Canadian plans.  The assumed long-term rate of return on assets is applied to a calculated value of plan assets, which recognizes changes in the fair value of plan assets in a systematic manner over five years. This produces the expected return on plan assets that is included in pension income (cost). The difference between this expected return and the actual return on plan assets is deferred. The net deferral of past asset gains (losses) affects the calculated value of plan assets and, ultimately, future pension income (cost).

The expected return on plan assets is reviewed annually, and if conditions should warrant, will be revised. If we were to lower this rate, future pension cost would increase.  For 2012, we currently anticipate lowering our long-term rate of return assumption to 6.90% for our U.S. plans and 5.85% for our Canadian plans.

At the end of each year, we determine the discount rates to be used to calculate the present value of each of the plan liabilities. The discount rate is an estimate of the current interest rate at which the pension liabilities could be effectively settled at the end of the year. In estimating this rate, we look to rates of return on high-quality, fixed-income investments that receive one of the two highest ratings given by a recognized ratings agency. At December 31, 2011, we determined the

44

blended rate to be 4.89%. The net effect of changes in the discount rate, as well as the net effect of other changes in actuarial assumptions and experience, has been deferred, in accordance with ASC 715-30.

For the year ended December 31, 2011, we recognized consolidated pretax pension cost of $1.0 million compared to $1.4 million in 2010.  We currently expect to contribute $14.5 million to our pension plans during 2012, however, we may elect to adjust the level of contributions based on a number of factors, including performance of pension investments, changes in interest rates, and changes in workforce compensation.

For the year ended December 31, 2011, we recognized consolidated pre-tax post-employment welfare benefit cost of $4.8 million compared to $4.6 million in 2010.  We expect to contribute $4.3 million during 2012 to our post-employment welfare benefit plans.

Income Taxes—Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid. We are subject to income taxes in both the United States and numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results adjusted for the results of discontinued operations and changes in accounting policies and incorporate assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax-planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss).

Upon emergence from bankruptcy, the Company adjusted its recorded deferred tax assets and liabilities using the valuation adjustments resulting from fresh start accounting.  We concluded at that time that we remained in a net deferred tax asset position and re-evaluated the realizability of our U.S. net deferred tax assets by assessing the likelihood of our ability to utilize them against future taxable income and availability of tax planning strategies.  We determined that a valuation allowance against the deferred tax assets continued to be appropriate. The Company will continue to evaluate the likelihood of realization on a quarterly basis and adjust the valuation allowance accordingly.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows, or financial position.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations.

ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. ASC 740 also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

We recognize tax liabilities in accordance with ASC 740 and we adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.

We believe that it is reasonably possible that an increase of up to $1.0 million in unrecognized tax benefits related to state exposures may be necessary within the coming year. In addition, we believe that it is reasonably possible that approximately $0.1 million of our currently remaining unrecognized tax benefits, each of which are individually insignificant, may be recognized by the end of 2012 as a result of a lapse of the statute of limitations.

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Recent Developments

See Note 1 for discussions related to recent developments.

Effects of Inflation

The effects of inflation were not considered material during fiscal years 2011, 2010, or 2009.

Item 7A.  Quantitative and Qualitative Disclosure about Market Risk

In the normal course of doing business, we are exposed to the 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 December 31, 2011, the notional amount of open foreign exchange forward contracts was $1,160.

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. A 10% adverse change in pricing (considering 2011 production volume) would be approximately $45 million, which would be reduced through the terms of the sales, supply, and procurement contracts. 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 December 31, 2011, 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 fixed-rate debt at December 31, 2011:

(Dollars in thousands)	2012	2013		2014			2015		2016		Thereafter			Total			Fair Value
Long-term Debt:
Fixed Rate	—	—		—			—		—		$	310,000		$	310,000		$	300,545
Average Rate	—	—		—			—		—		9.50		%	9.50		%
Variable Rate	—		—	$	20,000			—		—		—		$	20,000		$	20,000
Average Rate	—	—		4.3		%	—		—		—			4.3		%

Item 8.  Financial Statements and Supplementary Data

Attached, see Item 15.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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Item 9A.  Controls and Procedures

Evaluation of disclosure controls and procedures. In accordance with Rule 13a-15(b) of the Exchange Act, our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2011. Based upon their evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, 2011 to ensure that information required to be disclosed under the Exchange Act is recorded, processed, summarized, and reported, within the time period specified in the SEC rules and forms, and to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published financial statements in accordance with GAAP.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has assessed the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management has concluded that, as of December 31, 2011, our internal controls over financial reporting were effective based on that framework.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of the effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011, which is included herein.

Changes in Internal Controls Over Financial Reporting. During the fourth quarter of fiscal 2011 there were 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.

Item 9B.  Other Information

None.

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PART III

Item 10.  Directors, Executive Officers, and Corporate Governance

The information required by Item 10 is incorporated by reference to the information set forth in our Proxy Statement in connection to our 2012 Annual Meeting of Shareholders (“2012 Proxy Statement”) to be filed with the SEC not later than 120 days after the end of our fiscal year covered by this Form 10-K.

Code of Ethics for CEO and Senior Financial Officers

As part of our system of corporate governance, our Board of Directors has adopted a code of conduct (the “Accuride Code of Conduct”) that is applicable to all employees including our Chief Executive Officer and senior financial officers. The Accuride Code of Conduct is available on our website at http://www.accuridecorp.com. We intend to disclose on our website any amendments to, or waivers from, the Accuride Code of Conduct that are required to be publicly disclosed pursuant to the rules of the SEC.

Item 11.  Executive Compensation

The information required by Item 11 is incorporated by reference to the information set forth in our 2012 Proxy Statement.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by Item 12 is incorporated by reference to the information set forth in our 2012 Proxy Statement.

Item 13.  Certain Relationships and Related Transactions and Director Independence

The information required by Item 13 is incorporated by reference to the information set forth in our 2012 Proxy Statement.

 Item 14.  Principal Accountant Fees and Services

The information required by Item 14 is incorporated by reference to the information set forth in our 2012 Proxy Statement.

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PART IV

Item 15.  Exhibits and Financial Statement Schedules

(a) The following constitutes a list of Financial Statements and Financial Statement Schedules required to be included in this report:

1.  Financial Statements

The following financial statements of the Registrant are filed herewith as part of this report:

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets—As of December 31, 2011 and 2010.

Consolidated Statements of Operations—For the year ended December 31, 2011, for the period February 26, 2010 to December 31, 2010 (Successor), for the period January 1, 2010 to February 26, 2010 and for the year ended December 31, 2009 (Predecessor).

Consolidated Statements of Stockholders’ Equity (Deficiency) — For the year ended December 31, 2011, for the period February 26, 2010 to December 31, 2010 (Successor), for the period January 1, 2010 to February 26, 2010 and for the year ended December 31, 2009 (Predecessor).

Consolidated Statements of Cash Flows—For the year ended December 31, 2011, for the period February 26, 2010 to December 31, 2010 (Successor), for the period January 1, 2010 to February 26, 2010 and for the year ended December 31, 2009 (Predecessor).

Notes to Consolidated Financial Statements—For the year ended December 31, 2011, for the period February 26, 2010 to December 31, 2010 (Successor), for the period from January 1, 2010 to February 26, 2010 and for the year ended December 31, 2009 (Predecessor).

2.  Financial Statement Schedules

Schedules are omitted because of the absence of conditions under which they are required or because the required information is presented in the Financial Statements or notes thereto.

3.  Exhibits

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.

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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.
10.1	—	Lease Agreement, dated October 26, 1998, as amended, by and between Accuride Corporation and Viking Properties, LLC, regarding the Evansville, Indiana office space. Previously filed as an exhibit to Amendment No. 1 filed on February 23, 2005 to the Form S-1 effective April 25, 2005 (Reg. No. 333-121944) and incorporated herein by reference.
10.2	—	Fourth Addendum to Lease Agreement With Option to Purchase, dated December, 22 2009, by and between Accuride Corporation, Viking Properties, LLC, and Logan Indiana Properties, LLC.  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.
10.3	—	Amended and Restated Plant Parcel Lease Agreement, dated as of March 31, 2005 and amended and restated as of March 1, 2010, by and between Accuride Erie L.P. and Greater Erie Industrial Development Corporation, as further amended by the attached Subordination, Non-disturbance and Attornment Agreement, dated June 9, 2009, between First National Bank of Pennsylvania, Greater Erie Industrial Development Corporation and Accuride Erie, L.P.  Previously filed as an exhibit to the Form 8-K filed on June 15, 2009 and incorporated herein by reference.
10.4*	—	Accuride Executive Retirement Allowance Policy, dated December 2008.  Previously filed as an exhibit to the Form 10-K filed on March 13, 2009 and incorporated herein by reference.
10.5*†	—	Form of Amended & Restated Severance and Retention Agreement (Tier I executives).
10.6*†	—	Form of Amended & Restated Severance and Retention Agreement (Tier II executives).
10.7*†	—	Form of Amended & Restated Severance and Retention Agreement (Tier III executives).
10.8*	—	Form of Severance and Retention Agreement (Tier II executives).  Previously filed as an exhibit to the Form 10-K filed on March 13, 2009 and incorporated herein by reference.
10.9*	—	Form of Severance and Retention Agreement (Tier III executives).  Previously filed as an exhibit to the Form 10-K filed on March 13, 2009 and incorporated herein by reference.
10.10	—	Amended and Restated Build to Suit Industrial Lease Agreement, dated March 17, 2000, as amended, by and between Industrial Realty Partners, LLC and Imperial Group, L.P. Previously filed as an exhibit to Amendment No. 1 filed on February 23, 2005 to the Form S-1 effective April 25, 2005 (Reg. No. 333-121944) and incorporated herein by reference.
10.11		Fourth Amendment to Amended and Restated Build to Suit Industrial Lease Agreement, dated February 18, 2010, by and between Industrial Realty Partners, LLC and Imperial Group, L.P.  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.
10.12*	—	Form of Indemnification Agreement between Accuride and each member of the pre-petition Board of Directors.  Previously filed as an exhibit to Form 8-K filed on February 4, 2009 and incorporated herein by reference.
10.13*	—	Form of Indemnification Agreement. Previously filed as an exhibit to Amendment 4, filed on April 21, 2005, to the Form S-1 effective April 25, 2005 (Reg. No. 333-121944) and incorporated herein by reference.
10.14*	—	Form of Indemnification Agreement between Accuride and its post-petition Directors and Officers. Previously filed as an exhibit to Form 8-K filed on May 5, 2010 and incorporated herein by reference.
10.15	—	Commercial Lease, effective August 1, 2006, by and between Accuride Corporation and RN Realty. Previously filed as an exhibit to the Form 8-K filed on July 17, 2006, and incorporated herein by reference.
10.16*	—	Accuride Corporation Directors’ Deferred Compensation Plan, as amended.  Previously filed as an exhibit to the Form 10-K filed on March 28, 2011, and incorporated herein by reference.
10.17*	—	Accuride Corporation Amended and Restated 2010 Incentive Award Plan.  Previously filed as an exhibit to the Form 10-Q filed on May 6, 2011, and incorporated herein by reference.

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10.18*	—	Letter agreement, dated May 17, 2010, between Accuride Corporation and William M. Lasky.  Previously filed as an exhibit to Form 10-Q filed on May 15, 2010, and incorporated herein by reference.
10.19*	—	Letter agreement, dated May 17, 2010, between Accuride Corporation and James H. Woodward, Jr.  Previously filed as an exhibit to Form 10-Q filed on May 15, 2010, and incorporated herein by reference.
10.20*	—	Letter agreement, dated January 14, 2011, between Accuride Corporation and Richard F. Dauch.  Previously filed as an exhibit to Form 8-K filed on February 1, 2011, and incorporated herein by reference.
10.21*	—	Severance and Retention Agreement, dated February 1, 2011, between Accuride Corporation and Richard F. Dauch. Previously filed as an exhibit to Form 8-K filed on February 1, 2011, and incorporated herein by reference.
10.22	—	Agreement of Lease, effective as of January 5, 2009, by and between Accuride Corporation and I-65 Corridor 1, L.L.C. Previously filed as an exhibit to the Form 8-K filed on January 12, 2009, and incorporated herein by reference.
10.23	—	ABL Credit Agreement, dated July 29, 2010, by and among Accuride Corporation, Accuride Corporation's domestic subsidiaries, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Trust Company Americas, Sun Trust Bank, Wells Fargo Capital Finance, LLC, and the initial lenders named therein. Previously filed as an exhibit to Form 8-K filed on August 2, 2010 and incorporated herein by reference.
10.24	—	Incremental Commitment Agreement, dated February 7, 2012, between Flagstar Bank FSB, Deutsche Bank Trust Company Americas and Accuride Corporation.  Previously filed as an exhibit to the Form 8-K filed on February 7, 2012 and incorporated herein by reference.
10.25*	—	Form of Accuride Corporation 2010 Annual Grant Restricted Stock Unit Award entered into by Accuride Corporation and individual directors of Accuride Corporation. Previously filed as an exhibit to Form S-8 filed on August 3, 2010 and incorporated herein by reference.
10.26*	—	Form of Accuride Corporation 2010 Initial Grant Restricted Stock Unit Award entered into by Accuride Corporation and individual directors of Accuride Corporation. Previously filed as an exhibit to Form S-8 filed on August 3, 2010 and incorporated herein by reference.
10.27*	—	Form of Restricted Stock Unit Award Agreement. Previously filed as an exhibit to Form 10-Q filed on May 17, 2010 and incorporated herein by reference.
10.28*	—	Form of Restricted Stock Unit Award Agreement. Previously filed as an exhibit to Form 8-K filed on April 29, 2011 and incorporated herein by reference.
10.29*†	—	Form of Restricted Stock Unit Award Agreement (2012 Employee Long Term Incentive Plan).
10.30*†	—	Form of Stock Option Award Agreement (2012 Employee Long Term Incentive Plan).
10.31	—	Asset Purchase Agreement among Accuride EMI, LLC, Accuride Corporation, Forgitron Technologies LLC and Kamylon Partners TBG, LLC, dated June 20, 2011. Previously filed as an exhibit to Form 8-K filed on June 21, 2011 and incorporated herein by reference.
10.32	—	Capital Lease Agreements, dated February 10, 2012, between Accuride Corporation and General Electric Capital Corporation and its affiliates. Previously filed as an exhibit to the Form 8-K filed on February 16, 2012 and incorporated herein by reference.
14.1	—	Accuride Corporation Code of Conduct-2005. Previously filed as an exhibit to Amendment No. 2 filed on March 25, 2005 to the Form S-1 effective April 25, 2005 (Reg. No. 333-121944) and incorporated herein by reference.
21.1†	—	Subsidiaries of the Registrant.
23.1†	—	Consent of Independent Registered Public Accounting Firm
31.1†	—	Section 302 Certification of Richard F. Dauch in connection with the Annual Report of Form 10-K of Accuride Corporation for the fiscal year ended December 31, 2011.
31.2†	—	Section 302 Certification of Gregory A. Risch in connection with the Annual Report of Form 10-K of Accuride Corporation for the fiscal year ended December 31, 2011.
32.1††	—	Section 906 Certification of Richard F. Dauch in connection with the Annual Report on Form 10-K of Accuride Corporation for the fiscal year ended December 31, 2011.
32.2††	—	Section 906 Certification of Gregory A. Risch in connection with the Annual Report on Form 10-K of Accuride Corporation for the fiscal year ended December 31, 2011.
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

51

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: March 15, 2012

ACCURIDE CORPORATION
By:	/s/ RICHARD F. DAUCH
	Richard F. Dauch President and Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ RICHARD F. DAUCH	President and Chief Executive Officer (Principal Executive Officer)	March 15, 2012
Richard F. Dauch
/s/ GREGORY A. RISCH	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 15, 2012
Gregory A. Risch
/s/ WILLIAM M. LASKY	Chairman of the Board of Directors	March 15, 2012
William M. Lasky
/s/ KEITH E. BUSSE	Director	March 15, 2012
Keith E. Busse
/s/ BENJAMIN C. DUSTER IV, ESQ.	Director	March 15, 2012
Benjamin C. Duster IV, Esq.
/s/ STEPHEN S. LEDOUX	Director	March 15, 2012
Stephen S. Ledoux
/s/ JOHN W. RISNER	Director	March 15, 2012
John W. Risner
	Director	March 15, 2012
Lewis M. Kling

52

ACCURIDE CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	54
Consolidated Balance Sheets as of December 31, 2011 and 2010	56
Consolidated Statements of Operations for the year ended December 31, 2011, for the period February 26, 2010 to December 31, 2010 (Successor), for the period January 1, 2010 to February 26, 2010 and for the year ended December 31, 2009 (Predecessor)	57
Consolidated Statements of Stockholders’ Equity (Deficiency) for the year ended December 31, 2011, for the period February 26, 2010 to December 31, 2010 (Successor), for the period January 1, 2010 to February 26, 2010 and for the year ended December 31, 2009 (Predecessor)	58
Consolidated Statements of Cash Flows for the year ended December 31, 2011, for the period February 26, 2010 to December 31, 2010 (Successor), for the period January 1, 2010 to February 26, 2010 and for the year ended December 31, 2009 (Predecessor)	59
Notes to Consolidated Financial Statements	60

53

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Accuride Corporation

Evansville, IN

We have audited the accompanying consolidated balance sheets of Accuride Corporation and subsidiaries as of December 31, 2011 and 2010 (Successor), and the related consolidated statements of operations, stockholders' equity (deficiency), and cash flows for the year ended December 31, 2011 and for the period February 26, 2010 through December 31, 2010 (Successor). We also have audited the period from January 1, 2010 through February 26, 2010, and year ended December 31, 2009 (Predecessor) (Successor and Predecessor collectively, the Company). We also have audited the Company's internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company's internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Accuride Corporation and subsidiaries as of December 31, 2011 and 2010 (Successor), and the related consolidated statements of operations, stockholders' equity (deficiency), and cash flows for the year ended December 31, 2011 and for the period February 26, 2010 through December 31, 2010 (Successor) and the results of their operations and their cash flows for the period from January 1, 2010 through February 26, 2010 and for the year ended December 31, 2009 (Predecessor), in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

54

As discussed in Note 1 to the consolidated financial statements, on February 18, 2010, the Bankruptcy Court entered an order confirming a plan of reorganization, which became effective after the close of business on February 26, 2010.  In accordance with Accounting Standards Codification Topic 852, Reorganizations, the Successor applied fresh-start reporting and adjusted the bases of assets and liabilities to their estimated fair values.  Accordingly, the accompanying Successor financial statements for the year ended December 31, 2011 and for the period from February 26, 2010 through December 31, 2010 are not comparable with the prior period financial statements of the Predecessor.

/s/ DELOITTE & TOUCHE LLP

Indianapolis, IN

March 15, 2012

55

ACCURIDE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
(In thousands, except for per share and per share data)	2011			2010
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	56,915		$	78,466
Customer receivables, net of allowance for doubtful accounts of $676 and $1,640 in 2011 and 2010, respectively		90,001			70,760
Other receivables		8,074			4,942
Inventories		72,827			55,818
Deferred income taxes		7,675			13,061
Income tax receivable		—			1,097
Prepaid expenses and other current assets		4,657			4,360
Total current assets		240,149			228,504
PROPERTY, PLANT AND EQUIPMENT, net		271,562			241,052
OTHER ASSETS:
Goodwill		163,536			177,572
Other intangible assets, net		181,349			212,656
Deferred financing costs, net of accumulated amortization of $2,419 and $711 in 2011 and 2010, respectively		8,449			10,157
Other		3,817			4,109
TOTAL	$	868,862		$	874,050
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable	$	80,261		$	55,324
Accrued payroll and compensation		16,466			17,320
Accrued interest payable		12,503			12,682
Accrued workers compensation		4,936			6,994
Accrued and other liabilities		14,323			20,200
Total current liabilities		128,489			112,520
LONG-TERM DEBT		323,082			302,031
DEFERRED INCOME TAXES		21,001			32,937
NON-CURRENT INCOME TAXES PAYABLE		7,898			7,683
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY		76,563			75,767
PENSION BENEFIT PLAN LIABILITY		50,863			37,194
OTHER LIABILITIES		3,583			7,819
COMMITMENTS AND CONTINGENCIES (Notes 11 and 16)		—			—
STOCKHOLDERS’ EQUITY (DEFICIENCY):
Preferred Stock, $0.01 par value; 10,000,000 shares authorized		—			—
Common Stock, $0.01 par value; 80,000,000 shares authorized, 47,286,768 and 47,229,627 shares issued and outstanding at December 31, 2011 and December 31, 2010, respectively, and additional paid-in-capital		435,368			433,192
Accumulated other comprehensive loss		(34,422	)		(8,561	)
Accumulated deficiency		(143,563	)		(126,532	)
Total stockholders’ equity		257,383			298,099
TOTAL	$	868,862		$	874,050

See notes to consolidated financial statements.

56

ACCURIDE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Successor						Predecessor
	Year Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,			Year Ended December 31,
(In thousands except per share data)	2011			2010			2010			2009
NET SALES	$	936,095		$	582,307		$	91,647		$	514,749
COST OF GOODS SOLD		855,284			541,859			89,397			521,833
GROSS PROFIT (LOSS)		80,811			40,448			2,250			(7,084	)
OPERATING EXPENSES:
Selling, general and administrative		56,899			54,147			6,479			36,363
Prepetition professional fees		—			—			—			17,015
Impairment of goodwill and other intangibles		—			—			—			2,830
INCOME (LOSS) FROM OPERATIONS		23,912			(13,699	)		(4,229	)		(63,292	)
OTHER INCOME (EXPENSE):
Interest income		46			143			54			720
Interest expense		(34,143	)		(33,593	)		(7,550	)		(60,473	)
Loss on extinguishment of debt		—			—			—			(5,389	)
Gain on mark to market valuation of convertible debt		—			75,574			—			—
Inducement expense		—			(166,691	)		—			—
Other income, net		3,596			2,575			566			6,888
LOSS BEFORE REORGANIZATION ITEMS AND INCOME TAXES FROM CONTINUING OPERATIONS		(6,589	)		(135,691	)		(11,159	)		(121,546	)
Reorganization expense (income)		—			—			(59,311	)		14,379
INCOME (LOSS) BEFORE INCOME TAXES FROM CONTINUING OPERATIONS		(6,589	)		(135,691	)		48,152			(135,925	)
INCOME TAX PROVISION (BENEFIT)		7,761			(2,207	)		(1,931	)		2,376
INCOME (LOSS) FROM CONTINUING OPERATIONS		(14,350	)		(133,484	)		50,083			(138,301	)
DISCONTINUED OPERATIONS, NET OF TAX		(2,681	)		6,952			719			(1,811	)
NET INCOME (LOSS)	$	(17,031	)	$	(126,532	)	$	50,802		$	(140,112	)
Weighted average common shares outstanding—basic		47,277			15,670			47,572			39,028
Basic income (loss) per share – continuing operations	$	(0.30	)	$	(8.52	)	$	1.05		$	(3.54	)
Basic income (loss) per share – discontinued operations		(0.06	)		0.45			0.02			(0.05	)
Basic income (loss) per share	$	(0.36	)	$	(8.07	)	$	1.07		$	(3.59	)
Weighted average common shares outstanding—diluted		47,277			15,670			47,572			39,028
Diluted income (loss) per share – continuing operations	$	(0.30	)	$	(8.52	)	$	1.05		$	(3.54	)
Diluted income (loss) per share – discontinued operations		(0.06	)		0.45			0.02			(0.05	)
Diluted income (loss) per share	$	(0.36	)	$	(8.07	)	$	1.07		$	(3.59	)

See notes to consolidated financial statements.

57

ACCURIDE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

(In thousands)	Comprehensive Loss			Common Stock and Additional Paid-in- Capital			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficiency			Total Stockholders’ Equity
BALANCE at January 1, 2009 (Predecessor)				$	264,217		$	(751	)	$	(29,672	)	$	(307,609	)	$	(73,815	)
Net loss	$	(140,112	)		—			—			—			(140,112	)		(140,112	)
Exercise of share-based awards		—			47			—			—			—			47
Exercise of warrants		—			3,985			—			—			—			3,985
Stock compensation expense		—			333			—			—			—			333
Other comprehensive income (loss):
Pension liability adjustment (net of tax)		(18,704	)		—			—			(18,704	)		—			(18,704	)
Comprehensive loss	$	(158,816	)
BALANCE at December 31, 2009 (Predecessor)					268,582			(751	)		(48,376	)		(447,721	)		(228,266	)
Loss before reorganization items		(8,509	)		—			—			—			(8,509	)		(8,509	)
Exercise of share-based awards		—			8			—			—			—			8
Reorganization items		(25,030	)		—			—			—			(25,030	)		(25,030	)
Comprehensive loss	$	(33,539	)
BALANCE at February 26, 2010 (Predecessor)					268,590			(751	)		(48,376	)		(481,260	)		(261,797	)
FRESH START ADJUSTMENTS:
Debt discharge – Senior Subordinated Notes		252,798			38,178			—			—			252,798			290,976
Debt discharge – Deferred financing fees		(3,847	)		—			—			—			(3,847	)		(3,847	)
Debt discharge – Sun Capital Warrant liability		76			—			—			—			76			76
Debt discharge – Term facility discount		(2,974	)		—			—			—			(2,974	)		(2,974	)
Issuance of Warrants		(6,618	)		—			—			—			(6,618	)		(6,618	)
Issuance of Notes		(155,094	)		—			—			—			(155,094	)		(155,094	)
Comprehensive income	$	84,341
BALANCE at February 26, 2010 (Predecessor)					306,768			(751	)		(48,376	)		(396,919	)		(139,278	)
FRESH START ADJUSTMENTS:
Cancellation of Predecessor preferred, common and treasury stock		—			(306,768	)		751			—			—			(306,017	)
Cancellation of Predecessor accumulated deficit and accumulated other comprehensive loss		—			—			—			48,376			396,919			445,295
Issuance of new equity interests		—			39,034			—			—			—			39,034
BALANCE at February 26, 2010 (Successor)					39,034			—			—			—			39,034
Net loss	$	(126,532	)		—			—			—			(126,532	)		(126,532	)
Conversion of convertible notes		—			393,072			—			—			—			393,072
Share-based compensation expense		—			1,101			—			—			—			1,101
Other		—			(15	)		—			—			—			(15	)
Other comprehensive income (loss):
Pension liability adjustment (net of tax)		(8,561	)		—			—			(8,561	)		—			(8,561	)
Comprehensive loss	$	(135,093	)
BALANCE at January 1, 2011 (Successor)					433,192			—			(8,561	)		(126,532	)		298,099
Net loss	$	(17,031	)		—			—			—			(17,031	)		(17,031	)
Share-based compensation expense		—			2,397			—			—			—			2,397
Tax impact of forfeited vested options		—			(221	)		—			—			—			(221	)
Other comprehensive income (loss):
Pension liability adjustment (net of tax)		(25,861	)		—			—			(25,861	)		—			(25,861	)
Comprehensive loss	$	(42,892	)
BALANCE—December 31, 2011 (Successor)				$	435,368		$	—		$	(34,422	)	$	(143,563	)	$	257,383

See notes to consolidated financial statements.

58

ACCURIDE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Successor						Predecessor
(In thousands)	Years Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,			Years Ended December 31,
	2011			2010			2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(17,031	)	$	(126,532	)	$	50,802		$	(140,112	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation of property, plant and equipment		38,918			35,303			6,711			47,413
Amortization – deferred financing costs		2,759			1,148			694			4,557
Amortization – other intangible assets		12,360			8,456			821			4,922
Loss on extinguishment of debt		—			—			—			5,389
Reorganization items		—			—			(59,311	)		14,379
Payments on reorganization items		—			—			(12,164	)		(5,559	)
Loss on disposal of assets		444			210			3			305
Provision for deferred income taxes		4,294			1,299			(1,560	)		864
Non-cash stock-based compensation		2,397			1,101			—			333
Non-cash change in market valuation - convertible notes		—			(75,574	)		—			—
Non-cash change in warrant liability		(3,971	)		(2,648	)		—			(594	)
Non-cash inducement expense		—			166,691			—			—
Loss on sale of marketable securities		—			—			—			1,100
Impairments of goodwill and other intangibles		—			—			—			3,330
Paid-in-kind interest		—			6,863			1,769			9,421
Changes in certain assets and liabilities:
Receivables		(29,287	)		3,885			(15,833	)		11,918
Inventories		(25,916	)		(1,285	)		(5,736	)		29,964
Prepaid expenses and other assets		(26,208	)		(8,601	)		1,051			368
Accounts payable		26,103			(13,089	)		12,931			(20,968	)
Accrued and other liabilities		13,601			13,183			(951	)		(6,342	)
Net cash provided by (used in) operating activities		(1,537	)		10,410			(20,773	)		(39,312	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(58,371	)		(16,328	)		(1,457	)		(20,364	)
Cash distribution from investment – Triton Containers		—			310			45			280
Proceeds from sale of discontinued operations		40,738			9,075			—			—
Payments for acquisition, net of cash received		(22,381	)		—			—			—
Sale of marketable securities		—			—			—			3,900
Other investments		—			13,028			(600	)		(18,689	)
Net cash provided by (used in) investing activities		(40,014	)		6,085			(2,012	)		(34,873	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from postpetition senior credit facility		—			1,850			309,019			—
Payment of postpetition senior credit facility		—			(310,869	)		—			—
Payment of prepetition senior credit facility		—			—			(305,814	)		—
Proceeds from issuance of senior secured notes		—			301,593			—			—
Proceeds from convertible notes		—			—			140,000			—
Payment of debtor-in-possession borrowing		—			—			(25,000	)		—
Debtor in possession borrowing		—			—			—			21,467
Increase in revolving credit advance		20,000			15,000			—			49,315
Decrease in revolving credit advance		—			(15,000	)		(71,659	)		(53,000	)
Deferred financing fees		—			(10,868	)		—			—
Credit facility amendment fees		—			—			—			(10,797	)
Other		—			(82	)		65			45
Net cash provided by (used in) financing activities		20,000			(18,376	)		46,611			7,030
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(21,551	)		(1,881	)		23,826			(67,155	)
CASH AND CASH EQUIVALENTS—Beginning of period		78,466			80,347			56,521			123,676
CASH AND CASH EQUIVALENTS—End of period	$	56,915		$	78,466		$	80,347		$	56,521
Supplemental cash flow information:
Cash paid for interest	$	31,133		$	12,875		$	9,393		$	41,051
Cash paid (received) for income taxes		(659	)		199			(826	)		777
Cash paid for capital leases		375			329			66			493
Non-cash transactions:
Purchases of property, plant and equipment in accounts payable	$	8,443		$	6,291		$	—		$	1,401
Issuance of warrants		—			—			6,618			4,655
Exercise of warrants		—			—			—			3,985
Financing fees related to the DIP credit facility		—			—			—			3,533
Conversion of convertible notes		—			393,072			—			—

See notes to consolidated financial statements.

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ACCURIDE CORPORATION

For the year ended December 31, 2011, for the period February 26, 2010 to December 31, 2010 (Successor), for the period January 1, 2010 to February 26, 2010 (Predecessor), and for the year ended December 31, 2009 (Predecessor)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands unless otherwise noted, except share and per share data)

Note 1 - Summary of Significant Accounting Policies

Basis of Consolidation—The accompanying consolidated financial statements include the accounts of Accuride Corporation (the “Company”) and its wholly-owned subsidiaries, including Accuride Canada, Inc. (“Accuride Canada”), Accuride Erie L.P. (“Accuride Erie”), Accuride de Mexico, S.A. de C.V. (“AdM”), AOT, Inc. (“AOT”), and Transportation Technologies Industries, Inc. (“TTI”). TTI’s subsidiaries include, Brillion Iron Works, Inc. (“Brillion”), Gunite Corporation (“Gunite”), and Imperial Group, L.P. (“Imperial”). All significant intercompany transactions have been eliminated.  Certain operating results from prior periods, including the predecessor periods, have been reclassified to discontinued operations to conform to the current year presentation.

On January 31, 2011, substantially all of the assets, liabilities and business of our Bostrom Seating subsidiary were sold to a subsidiary of Commercial Vehicle Group, Inc. for approximately $8.8 million and resulted in recognition of a $0.3 million loss on our consolidated statement of operations in the twelve months ended December 31, 2011, which have been reclassified to discontinued operations.  Of the purchase price, $1.0 million was placed into a one year escrow securing the indemnification obligations of Bostrom to Commercial Vehicle Group, Inc.  See Note 2 “Discontinued Operations” for further discussion.

On June 20, 2011, the Company entered into, and consummated the acquisition contemplated by, an Asset Purchase Agreement (the “Agreement”), pursuant to which the Company’s subsidiary, Accuride EMI, LLC (“Buyer”), acquired substantially all of the assets and assumed certain liabilities of Forgitron Technologies LLC (“Seller”), a manufacturer and supplier of aluminum wheels for commercial vehicles.  Pursuant to the Agreement, Buyer purchased the acquired assets for a purchase price of $22.4 million in cash.   This acquisition included an 80,000 square foot forged aluminum wheel manufacturing facility in Camden, South Carolina (“Camden”) and is consistent with the Company’s planned capacity expansion of its core aluminum wheel product line.

The Camden acquisition was accounted for by the acquisition method of accounting.  Under acquisition accounting, the total purchase price has been allocated to the tangible and intangible assets and liabilities of Camden based upon their fair values.  We finalized the fair valuation of net assets acquired, for property, plant, and equipment, intangible assets, and goodwill, during the fourth quarter of 2011.  In connection with the allocation of the purchase price, we recorded goodwill of approximately $1.1 million as shown in the following table:

(In thousands)
Purchase price (cash consideration)	$	22,381
Net assets at fair value		21,320
Excess of purchase price over net assets acquired	$	1,061

The purchase price allocation as of December 31, 2011 was as follows:

(In thousands)
Customer receivables	$	1,289
Inventories		816
Prepaid expenses and other current assets		101
Property, plant, and equipment		17,225
Goodwill		1,061
Intangible assets		3,400
Current liabilities		(1,511	)
Purchase price (cash consideration)	$	22,381

On September 26, 2011, the Company announced the sale of its wholly-owned subsidiary, Fabco Automotive Corporation (“Fabco”) to Fabco Holdings, Inc., a new company formed and capitalized by Wynnchurch Capital, Ltd. in

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partnership with Stone River Capital Partners, LLC.  The sale concluded for a purchase price of $35.0 million, subject to a working capital adjustment, plus a contingent payment of up to $2.0 million depending on Fabco’s financial performance during calendar year 2012.  The Company recognized a loss of $6.3 million, including $2.1 million in transactional fees, related to the sale transaction during the twelve months ended December 31, 2011, which is included as a component of discontinued operations.  See Note 2 “Discontinued Operations” for further discussion.

Bankruptcy Filing – On October 8, 2009, Accuride and its domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).  Prior to filing for bankruptcy, we were in default under our prepetition senior credit facility and the indenture governing our prepetition senior subordinated notes due to our failure to comply with certain financial covenants in the prepetition senior credit facility and to make the $11.7 million interest payment due August 3, 2009 on our prepetition senior subordinated notes.  Beginning in July 2009, we entered into a series of amendments and temporary waivers with our senior lenders and forbearances with our prepetition noteholders related to these defaults, which prevented acceleration of the indebtedness outstanding under these debt instruments and enabled us to negotiate a financial reorganization to be implemented through the bankruptcy process with these key constituents prior to our bankruptcy filing.  On October 7, 2009, we entered into restructuring support agreements with the holders of approximately 57% of the principal amount of the loans outstanding under our prepetition senior credit facility and the holders of approximately 70% of the principal amount of our prepetition senior subordinated notes, pursuant to which the parties agreed to support a financial reorganization of the Company and its domestic subsidiaries consistent with the terms set forth therein.

On November 18, 2009, we filed our Joint Plan of Reorganization and the related Disclosure Statement with the Bankruptcy Court.  All classes of creditors entitled to vote voted to approve the Plan of Reorganization.  A confirmation hearing for the Plan of Reorganization was held beginning on February 17, 2010.  At the confirmation hearing, we and all of our constituents reached a settlement to fully resolve all disputes related to the Plan of Reorganization and all of our key constituents agreed to support the Plan of Reorganization.  On February 18, 2010, the Bankruptcy Court entered an order confirming the Third Amended Joint Plan of Reorganization, which approved and confirmed the Plan of Reorganization, as modified by the confirmation order.  On February 26, 2010 (the “Effective Date”), the Plan of Reorganization became effective and we emerged from Chapter 11 bankruptcy proceedings. During the pendency of the bankruptcy, we operated our business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

Liabilities Subject to Compromise—As a result of the Chapter 11 filing, the payment of prepetition indebtedness was subject to compromise or other treatment under the Debtors’ plan of reorganization. Generally, actions to enforce or otherwise effect payment of prepetition liabilities were stayed. Although prepetition claims are generally stayed, at hearings held on October 9, 2009, the Court approved the Debtors’ “first day” motions generally designed to stabilize the Debtors’ operations and cover, among other things, human capital obligations, supplier relations, customer relations, business operations, tax matters, cash management, utilities, case management and retention of professionals.

Undisputed postpetition claims in the ordinary course of business were paid. In addition, the Debtors may have rejected prepetition executory contracts and unexpired leases with respect to the Debtors’ operations, with the approval of the Court. Damages resulting from rejection of executory contracts and unexpired leases are treated as general unsecured claims and were classified as liabilities subject to compromise. On November 3, 2009, the Court established November 30, 2009 as the bar date. The bar date is the date by which claims against the Debtors arising prior to the Debtors’ Chapter 11 filings must be filed if the claimants wish to receive any distribution in the Chapter 11 cases. On November 9, 2009, the Debtors commenced notification, including publication, to all known actual and potential creditors informing them of the bar date and the required procedures with respect to the filing of proofs of claim with the Court.

Liabilities subject to compromise consisted of the following:

	December 31, 2009
Debt	$	275,000
Accrued interest		15,976
Accounts payable		7,978
Executory contracts and leases		3,160
Liabilities subject to compromise	$	302,114

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On the Effective Date of our Plan of Reorganization, the debt and accrued interest was cancelled.  The subordinated senior note holders received 9.8 million shares of our postpetition Common Stock and the accounts payable liabilities were subsequently paid in cash.

Reorganization Items—Reorganization items such as certain revenues, expenses such as professional fees directly related to the process of reorganizing the Debtors under Chapter 11, realized gains and losses, and provisions for losses resulting from the reorganization and restructuring of the business are separately disclosed. Professional fees directly related to the reorganization include fees associated with advisors to the Debtors, unsecured creditors and secured creditors.  From October 8, 2009 through December 31, 2009, approximately $5.6 million of professional fees were paid.  Reorganization income (expense) recognized for the year ended December 31, 2009 and for the period January 1, 2010 to February 26, 2010 consists of the following:

	Predecessor
	Period from January 1 to February 26,			Year Ended December 31,
(In thousands)	2010			2009
Debt discharge – Senior subordinate notes and interest	$	252,798		$	—
Market valuation of $140 million convertible notes		(155,094	)		—
Professional fees		(25,030	)		(10,829	)
Market valuation of warrants issued		(6,618	)		—
Deferred financing fees		(3,847	)		(3,550	)
Term loan facility discount		(2,974	)		—
Other		76			—
Total	$	59,311		$	(14,379	)

Fresh-Start Reporting—Upon our emergence from Chapter 11 bankruptcy proceedings, we adopted fresh-start accounting in accordance with the provisions of Accounting Standards Codification (“ASC”) 852, Reorganizations, pursuant to which the midpoint of the range of our reorganization value of $563 million was allocated to our assets and liabilities in conformity with the procedures specified by ASC 805, Business Combinations.  We adopted fresh-start accounting for all of subsidiaries, although our foreign subsidiaries did not file for bankruptcy protection in their jurisdictions.

The following fresh-start balance sheet illustrates the financial effects on the Company of the implementation of the Plan of Reorganization and the adoption of fresh-start reporting.  This fresh-start balance sheet reflects the effect of the consummation of the transactions contemplated in the Plan of Reorganization, including issuance of new indebtedness and repayment and settlement of old indebtedness.

As a result of the adoption of fresh-start reporting, our consolidated balance sheets and consolidated statements of operations subsequent to February 26, 2010, will not be comparable in many respects to our consolidated balance sheets and consolidated statements of operations prior to February 26, 2010.  References to “Successor Company” refer to the Company after February 26, 2010, after giving effect to the application of fresh-start reporting.  References to “Predecessor Company” refer to the Company on or prior to February 26, 2010.

The effects of the Plan of Reorganization and fresh-start reporting on the Company’s consolidated balance sheet as of February 26, 2010 are as follows:

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	Fresh-Start Adjustments
(in thousands)	Predecessor			Debt Discharge and Issuance (a)			Reinstatement of Liabilities (b)			Revaluation of Assets and Liabilities (c)			Successor
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	34,880		$	45,467		$	—		$	—		$	80,347
Customer receivables, net		73,636			—			—			—			73,636
Other receivables		8,498			—			—			—			8,498
Inventories		56,639			—			—			3,028			59,667
Deferred income taxes		4,371			—			—			(1,836	)		2,535
Income tax receivable		720			—			—			—			720
Prepaid expenses and other current assets		20,518			—			—			(16,439	)		4,079
Total current assets		199,262			45,467			—			(15,247	)		229,482
PROPERTY, PLANT AND EQUIPMENT, net		224,270			—			—			31,425			255,695
OTHER ASSETS:
Goodwill		127,474			—			—			50,098			177,572
Other intangible assets, net		88,409			—			—			135,991			224,400
Deferred financing fees, net		3,847			(3,847	)		—			—			—
Other		22,221			66			—			(4,190	)		18,097
TOTAL	$	665,483		$	41,686		$	—		$	198,077		$	905,246
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts Payable	$	57,074		$	—		$	7,978		$	—		$	65,052
Accrued payroll and compensation		18,058			—			—			—			18,058
Accrued interest payable		242			—			—			—			242
Debt		399,500			(399,500	)		—			—			—
Accrued and other liabilities		27,044			(1,012	)		346			(840	)		25,538
Total current liabilities		501,918			(400,512	)		8,324			(840	)		108,890
LONG-TERM DEBT		—			604,113			—			—			604,113
DEFERRED INCOME TAXES		14,274			—			—			11,305			25,579
NON-CURRENT INCOME TAXES PAYABLE		7,914			—			—			—			7,914
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY		61,037			—			—			12,033			73,070
PENSION BENEFIT PLAN LIABILITY		35,915			—			—			(959	)		34,956
OTHER LIABILITIES		4,108			6,542			2,814			(1,774	)		11,690
LIABILITIES SUBJECT TO COMPROMISE		302,114			(290,976	)		(11,138	)		—			—
STOCKHOLDERS’ EQUITY (DEFICIENCY):
Common stock and Additional Paid-in-Capital		268,590			38,178			—			(267,734	)		39,034
Treasury stock		(751	)		—			—			751			—
Accumulated other comprehensive loss		(48,376	)		—			—			48,376			—
Retained earnings (deficiency)		(481,260	)		84,341			—			396,919			—
Total stockholders’ equity (deficiency)		(261,797	)		122,519			—			178,312			39,034
TOTAL	$	665,483		$	41,686		$	—		$	198,077		$	905,246

(a) Included in the debt discharge and issuance is the receipt of the $140 million aggregate principal amount of convertible notes, which was used to pay off the $71.1 million of Last-Out-Loans under our prepetition senior credit facility and our DIP facility of $25.0 million.  The net gain recognized is a result of the discharge of our prepetition senior subordinated notes of $275.0 million along with interest of $16.0 million being partially offset by the issuance of the convertible notes and the corresponding equity received from the Plan of Reorganization.

(b) The liabilities subject to compromise other than debt were reinstated to the appropriate liability classification as part of the Plan of Reorganization.

(c) The allocations of fair value were based upon valuation information and other studies that were completed during the fourth quarter of 2010 and discussed below.

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Fresh-Start Reporting Adjustments

In applying fresh-start reporting, we applied ASC 805, Business Combinations, and recorded our assets and liabilities at fair value on February 26, 2010.  These fresh-start adjustments were finalized during the fourth quarter of 2010.  Aside from the assets and liabilities that already represented fair value on our consolidated balance sheet, the significant assumptions related to the valuations of our assets and liabilities that were revalued in connection with fresh-start reporting are subsequently discussed.

Inventory

We recorded inventories at their fair value of $59.7 million, which was an increase of $3.0 million.  Historically, our inventories were stated at the lower of cost or market on a first-in, first-out (“FIFO”) basis.  The fair value valuation was determined based on the estimated selling price less costs to sell for finished goods and work-in-process, which also considered costs to completion.  Raw material values were based on replacement cost.  The increase of fair value over our stated values was amortized during 2010 as a component of cost of goods sold.

   Supplies

At emergence the Successor Company adopted a supplies accounting policy that requires capitalization of critical supplies that are above a threshold limit with subsequent amortization over their useful lives.  Supplies purchased that are valued below the threshold limit will be immediately recognized as an expense in our consolidated statements of operations.  Approximately $16.4 million of supplies for our Predecessor Company were removed from other current assets and $2.6 million were added to other non-current assets, which represented the fair value of the supplies the met the requirements of the accounting policy.

Property, Plant and Equipment

We recorded property, plant and equipment which includes land, land improvements, buildings, machinery and equipment, and construction in progress at its fair value of $255.7 million.  Fair value was based on the highest and best use of specific properties.  Specific approaches by asset class are as follows:

·   Land and land improvement values were determined based on the sales comparison approach, which considers the value of the land parcels if vacant.  In the sales comparison approach, comparable land sales and listing in each property’s geographic area were obtained and compared to the property being valued, focusing most heavily on recent sales of similar size, location, and zoning.

·   The buildings and building improvements were valued using a direct cost method whereby the replacement cost was estimated based on building class using square foot costs.  An estimate of physical deterioration as well as functional and external obsolescence was then applied to arrive at a final fair value.

·   Machinery and equipment were valued on a continued-use basis.  Using the indirect method of the cost approach, the replacement cost was indexed according to the historical cost, with allowances for physical deterioration as well as functional and external obsolescence to arrive at a final fair value.  Construction in progress was reported using original cost basis.

Other intangible assets

We recorded other intangible assets of $224.4 million at their fair values. The following is a summary of and approaches used to determine the fair value of our significant intangible assets:

·   Trade names and technology were valued at $34.1 million and $40.4 million, respectively, which was determined using the relief from royalty method, which capitalizes the cost savings associated with owning, rather than licensing the trade names and technology.  Other significant considerations include revenues applicable to the trade names and technology with a declining obsolescence factor for technology, useful life, royalty rates, income tax rates, discount rates, and the tax benefits from amortization expense.

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·   Customer relationships were valued at $149.9 million using the multi-period excess earnings approach, which is a form of the income approach.  This method is based on the concept that cash flows attributable to the assets are available after deducting the costs associated with the business as well as the return on assets employed in the generation of the cash flows.  Significant considerations include cash flows from existing customer relationships, estimating contributory asset charges and required rates of return on tangible and intangible assets, the tax amortization benefit, and discount rates.

   Goodwill

We recorded Goodwill of $177.6 million upon application of fresh-start reporting. When applying fresh-start reporting, the difference between the business enterprise value and the fair value of our assets and liabilities gives rise to goodwill, which is a residual.

Deferred Income Taxes

We recorded deferred income tax assets and liabilities of $2.5 million and $25.6 million, respectively, for temporary differences resulting from applying fresh-start reporting.

Debt

We recorded our long-term debt at their total fair value of $604.1 million, which had two major components, as follows:

·   The senior credit facility of $309.0 million.

·   The $140 million aggregate principal amount of convertible notes was recorded at fair value of $124.2 million and its embedded conversion option at $170.9 million.  The fair values related to the convertible notes and the embedded conversion option considered several factors, such as the price of our Common Stock, volatility, the risk-free rate, and credit spreads.  Also significant are the coupon interest rate, the rate of conversion of the notes into shares of our Common Stock, and the term of the instrument.

Pensions and Other Postretirement Benefit Plan Liabilities, current and non-current

We recorded pensions of $35.0 million and other postretirement benefit plan liabilities of $73.1 million, which includes the actuarial measurement of all of our benefit plans.  These liabilities increased by $11.1 million compared to the Predecessor’s valuations due to changes in the market value of our assets and liabilities, eliminating accumulated other comprehensive income, and revised discount rates, which declined between 75 and 100 basis points from the Predecessor’s valuations.

Stockholder’s Equity (Deficiency)

The changes to our Stockholder’s Equity (Deficiency) reflect our recapitalization using $563 million, which is the midpoint of the range of our enterprise valuations in our Plan of Reorganization and the application of fresh-start reporting.  Also included is the elimination of our Predecessor Common Stock, Treasury Stock, Accumulated Other Comprehensive Loss, and Accumulated Deficiency.

Prepetition Professional Fees—Special legal and other advisors fees associated with our prepetition reorganization efforts, including preparation for the bankruptcy filing, are reflected in prepetition professional fees in the consolidated statement of operations for the year ended December 31, 2009.

Business of the Company—We are engaged primarily in the design, manufacture and distribution of components for trucks, trailers and certain military and construction vehicles. We sell our products primarily within North America and Latin America to original equipment manufacturers and to the aftermarket.

Management’s Estimates and Assumptions—The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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.

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Revenue Recognition—Revenue from product sales is recognized primarily upon shipment whereupon title passes and we have no further obligations to the customer. Provisions for discounts and rebates to customers, and returns and other adjustments are provided for as a reduction of sales in the same period the related sales are recorded.

Cash and Cash Equivalents—Cash and cash equivalents include all highly liquid investments with original maturities of three months or less.  The carrying value of these investments approximates fair value due to their short maturity.

Inventories—Inventories are stated at the lower of cost or market. Cost for substantially all inventories is determined by the first-in, first-out method (“FIFO”). We review inventory on hand and write down excess and obsolete inventory based on our assessment of future demand and historical experience.  We also recognize abnormal items as current-period charges.  Fixed production overhead costs are based on the normal capacity of the production facilities.  As a result of our fresh-start accounting analysis, our valuation for inventories was approximately $3.0 million higher than the lower of cost or market on February 26, 2010.  That value was amortized during 2010 and recognized as a component of cost of goods sold.

Supplies—For the Successor Company, critical supplies are recorded at cost and depreciated over their useful lives.  For supplies valued below the threshold, we immediately recognize as expense in our statements of operations.

Property, Plant and Equipment—Property, plant and equipment are recorded at cost and are depreciated using the straight-line method over their expected useful lives.  Generally, buildings and improvements have useful lives of 15-30 years, and factory machinery and equipment have useful lives of 10 years.  As a result of the fresh-start accounting analysis, our property, plant, and equipment was adjusted to fair value at February 26, 2010.

Deferred Financing Costs—Costs incurred in connection with the ABL Credit Agreement and issuance of our senior secured notes (see Note 6) were originally deferred and are being amortized over the life of the related debt using the effective interest method.  Deferred financing costs related to prepetition senior subordinated debt that was subject to compromise were recognized as reorganization items during the year ended December 31, 2009.  Debt issuance costs and discounts on prepetition senior debt were removed as part of our fresh start valuation, settlement of prepetition debt and issuance of postpetition debt.

Goodwill—Goodwill represents the excess of the reorganization value of the Successor Company over the fair value of net tangible assets and identifiable assets and liabilities resulting from the application of ASC 852.  See Note 4 for further discussion.

Intangible Assets—Identifiable intangible assets consist of trade names, technology and customer relationships.  Indefinite lived intangibles assets (trade names) are not amortized.  The lives for the definite-lived intangibles assets are reviewed to ensure recoverability whenever events or changes in economic circumstances indicate the carrying amount of such assets may not be recoverable.  As a result of the fresh-start accounting analysis, our intangible assets were established at fair value on February 26, 2010.  See Note 4 for further discussion.

Impairment—We evaluate our long-lived assets to be held and used and our amortizing intangible assets for impairment when events or changes in economic circumstances indicate the carrying amount of such assets may not be recoverable. Impairment is determined by comparison of the carrying amount of the asset to the undiscounted net cash flows expected to be generated by the related asset group. Long-lived assets to be disposed of are carried at the lower of cost or fair value less the costs of disposal.

Goodwill and our indefinite lived intangible assets (trade names) are reviewed for impairment annually or more frequently if impairment indicators exist.  Impairment is determined for trade names by comparison of the carrying amount to the fair value, which is determined using an income approach (relief from royalty method).  Impairment is determined for goodwill using the two-step approach.  The first step is the estimation of fair value of each reporting unit, which is compared to the carrying value.  If step one indicates that impairment potentially exists, the second step is performed to measure the amount of impairment, if any.  Goodwill impairment exists when the implied fair value of goodwill is less than its carrying value.

Pension Plans—We have trusteed, non-contributory pension plans covering certain U.S. and Canadian employees. For certain plans, the benefits are based on career average salary and years of service and, for other plans, a fixed amount for each year of service. Our net periodic pension benefit costs are actuarially determined. Our funding policy provides that payments to the pension trusts shall be at least equal to the minimum legal funding requirements.

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Postretirement Benefits Other Than Pensions—We have postretirement health care and life insurance benefit plans covering certain U.S. non-bargained and Canadian employees. We account for these benefits on an accrual basis and provide for the expected cost of such postretirement benefits accrued during the years employees render the necessary service. Our funding policy provides that payments to participants shall be at least equal to our cash basis obligation.

Postemployment Benefits Other Than Pensions—We have certain post-employment benefit plans, which provide severance benefits, covering certain U.S. and Canadian employees. We account for these benefits on an accrual basis.

Income Taxes—Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid.  We are subject to income taxes in the United States and numerous foreign jurisdictions.  Significant judgments and estimates are required in determining the consolidated income tax expense.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense.  In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations.  In projecting future taxable income, we begin with historical results, adjusted for the results of discontinued operations and changes in accounting policies, and incorporate assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax-planning strategies.  These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses.  In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss).

We have concluded that it is more likely than not that we will not realize the benefits of certain deferred tax assets, totaling $55.4 million, for which we have provided a valuation allowance. See Note 9 for a discussion of valuation allowances.

We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Research and Development Costs—Expenditures relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed as incurred and are reported as a component of operating expenses in the consolidated statements of operations. The amount expensed in the year ended December 31, 2011 totaled $4.8 million. For the period January 1, 2010 to February 26, 2010 and for the period February 26, 2010 to December 31, 2010 we expensed $0.7 million and $3.4 million, respectively. The amount expensed in the year ended December 31, 2009 totaled $4.3.

Foreign Currency—The assets and liabilities of Accuride Canada and AdM that are receivable or payable in cash are converted at current exchange rates, and inventories and other non-monetary assets and liabilities are converted at historical rates. Revenues and expenses are converted at average rates in effect for the period. The functional currencies of Accuride Canada and AdM have been determined to be the U.S. dollar. Accordingly, gains and losses resulting from conversion of such amounts, as well as gains and losses on foreign currency transactions, are included in operating results as “Other income (loss), net.” We had an aggregate foreign currency gain of $7.1 million for the year ended December 31, 2009. For the year ended December 31, 2011 and for the period February 26, 2010 to December 31, 2010 we had aggregate foreign currency losses of $0.1 million and $0.7 million, respectively.

Concentrations of Credit Risk—Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents, customer receivables, and derivative financial instruments. We place our cash and cash equivalents and execute derivatives with high quality financial institutions. Generally, we do not require collateral or other security to support customer receivables.

Derivative Financial Instruments—We periodically use derivative instruments to manage exposure to foreign currency, commodity prices, and interest rate risks. We do not enter into derivative financial instruments for trading or speculative purposes. The derivative instruments used by us include interest rate, foreign exchange, and commodity price instruments. All derivative instruments are recognized on the consolidated balance sheet at their estimated fair value. As of December 31, 2011, there were no derivatives designated as hedges for financial reporting purposes.

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Interest Rate Instruments—From time to time, we use interest rate swap agreements as a means of fixing the interest rate on portions of our floating-rate debt.  The interest rate swap agreements were not designated as hedges for financial reporting purposes and were carried in the consolidated financial statements at fair value, with all realized and unrealized gains or losses reflected in current period earnings as a component of interest expense.  As of December 31, 2009, we had one interest rate swap agreement to exchange, at specified intervals, the difference between 3.81% from March 2008 through March 2010, and the variable rate interest amounts calculated by reference to the notional principal amount of $125 million.  As of December 31, 2009, we had a liability of $1.1 million included in accrued and other liabilities on the consolidated balance sheet.  On March 10, 2010 we terminated the swap agreement and paid the outstanding liability.

Foreign Exchange Instruments—At December 31, 2011, the notional amount of open foreign exchange forward contracts was $1,160.  We had no outstanding instruments at December 31, 2010.

Commodity Price Instruments—We periodically use commodity price swap contracts to limit exposure to changes in certain raw material prices. Commodity price instruments, which do not meet the normal purchase exception, are not designated as hedges for financial reporting purposes and, accordingly, are carried in the financial statements at fair value, with realized and unrealized gains and losses reported in current period earnings as a component of “Cost of goods sold.” We had no commodity price instruments outstanding at December 31, 2011 and 2010.

The pre-tax realized and unrealized gains (losses) on our derivative financial instruments for the Successor Company for the year ended December 31, 2011, and the period from February 26, 2010 to December 31, 2010, and for the Predecessor Company for the period from January 1, 2010 to February 26, 2010, and for year ended December 31, 2009 recognized in our consolidated statements of operations are as follows:

	Interest Rate Instruments					Foreign Exchange Instruments
	Realized Loss			Unrealized Gain (Loss)		Realized Gain (Loss)			Unrealized Gain (Loss)
2009	$	(4,968	)	$	4,217	$	2,396		$	(843	)
2010 (Predecessor)		—			—		(50	)		—
2010 (Successor)		—			—		(46	)		—
2011		—			—		(26	)		(17	)

Reverse Stock Split—Effective November 18, 2010, Accuride Corporation implemented a one-for-ten reverse stock split of its Common Stock.  Unless otherwise indicated, all share amounts and per share data for the Successor Company have been adjusted to reflect this reverse stock split.

Earnings Per Share—Earnings per share are calculated as net income (loss) divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share are calculated by dividing net income (loss) by this weighted-average number of common shares outstanding plus Common Stock equivalents outstanding during the year. Employee stock options outstanding to acquire 1,566,428 shares in 2009, and warrants exercisable for 2,205,882, 2,205,882 and 239,003 shares outstanding in 2011, 2010 and 2009, respectively, were not included in the computation of diluted earnings per common share because the effect would be anti-dilutive.

	Successor						Predecessor
	Years Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,		Years Ended December 31,
	2011			2010			2010		2009
Numerator:
Net income (loss)	$	(17,031	)	$	(126,532	)	$	50,802	$	(140,112	)
Denominator:
Basic weighted average shares outstanding		47,277			15,670			47,572		39,028
Effect of dilutive share-based awards		—			—			—		—
Dilutive weighted average shares outstanding		47,277			15,670			47,572		39,028

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The following table summarizes the changes in the Successor’s number of common shares from the Effective date to the period ended December 31, 2010:

	Period from February 26 to December 31,
	2010
Number of common shares outstanding:
Shares outstanding at February 26, 2010		126,295,024
Adjustment for one-for-ten reverse stock split		(113,665,542	)
Shares issued – conversion offer		34,600,145
Shares outstanding at December 31, 2010		47,229,627

Stock Based Compensation—As described in Note 10, we maintain stock-based compensation plans which allow for the issuance of incentive stock options, or ISOs, as defined in section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights (“SARs”), deferred stock, dividend equivalent rights, performance awards and stock payments (referred to collectively as Awards), to officers, our key employees, and to members of the Board of Directors. We recognize compensation expense under the modified prospective method as a component of operating expenses.

On November 9, 2011, our Board of Directors adopted a Rights Agreement pursuant to which one purchase right was distributed as a dividend on each share of our common stock held of record as of the close of business on November 23, 2011. Upon becoming exercisable, each right will entitle its holder to purchase from the Company one one-hundredth of a share of our Series A Junior Participating Preferred Stock for the purchase price of $30.00. Generally, the rights will become exercisable ten business days after the date on which any person or group becomes the beneficial owner of 15% or more of our common stock or has commenced a tender or exchange offer which, if consummated, would result in any person or group becoming the beneficial owner of 15% or more of our common stock, subject to the terms and conditions set forth in the rights agreement.  The rights are attached to the certificates representing outstanding shares of common stock until the rights become exercisable, at which point separate certificates will be distributed to the record holders of our common stock.  If a person or group becomes the beneficial owner of 15% or more of our common stock, which we refer to as an “acquiring person,” each right will entitle its holder, other than the acquiring person, to receive upon exercise a number of shares of our common stock having a market value of two times the purchase price of the right.

New Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.  The update amends U.S. GAAP to conform with measurement and disclosure requirements in International Financial Reporting Standards (“IFRS”). The amendments in this update change the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments include the following:

1. Those that clarify the Board’s intent about the application of existing fair value measurement and disclosure requirements

2. Those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.

In addition, to improve consistency in application across jurisdictions some changes in wording are necessary to ensure that U.S. GAAP and IFRS fair value measurement and disclosure requirements are described in the same way. The amendments in this update are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011.  We are currently evaluating the impact of adopting ASU 2011-04 on the consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income.  The objective of this update is to facilitate convergence of U.S. GAAP and IFRS.  This update revises the manner in which entities present comprehensive income in their financial statements.  Entities have the option to present total comprehensive income, the components of net income, and the components of other comprehensive income as either a single, continuous statement of comprehensive income or as two separate but consecutive statements.  The amendments of this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.

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The amendments in this update are to be applied retrospectively for all periods presented in the financial statements and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  Early adoption is permitted.  We are currently evaluating the impact of adopting ASU 2011-05 on the consolidated financial statements.

In August 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other (Topic 350):  Testing Goodwill for Impairment.  This update will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.  Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  This update is effective prospectively for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption is permitted.  We are currently evaluating the impact of adopting ASU 2011-08 on the consolidated financial statements.

In December 2011, the 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.  We are currently evaluating the impact of adopting ASU 2011-11 on the consolidated financial statements.

Note 2 – Discontinued Operations

In connection with the sale of Fabco, we have reclassified current and prior period operating results, including the gain/loss on the sale transaction, to discontinued operations.  In addition, the Company has also reclassified certain operating results and the loss on sale transactions for Bostrom Seating and Brillion Farm, which had previously been concluded as immaterial, to discontinued operations as well.

The following table presents sales and income from operations attributable to Fabco, Bostrom Seating and Brillion Farm.

	Successor						Predecessor
	Years Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,		Years Ended December 31,
	2011			2010			2010		2009
Net sales	$	24,325		$	77,622		$	12,412	$	55,444
Income (loss) from operations		3,692			10,842			1,116		(1,803	)
Income tax provision (benefit)		(353	)		3,798			397		8
Loss on sale		(6,726	)		(92	)		—		—
Discontinued operations	$	(2,681	)	$	6,952		$	719	$	(1,811	)

Note 3 - Inventories

Inventories at December 31, 2011 and 2010, on a FIFO basis, were as follows:

	December 31, 2011		December 31, 2010
Raw materials	$	18,727	$	15,447
Work in process		18,425		14,096
Finished manufactured goods		35,675		26,275
Total inventories	$	72,827	$	55,818

Due to adoption of fresh-start reporting, inventories increased $3.0 million to reflect the increase in fair value over our normal valuation of inventories, which are stated at the lower of cost or market.  The $3.0 million was amortized during 2010 as a component of cost of goods sold.

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Note 4 - Goodwill and Other Intangible Assets

We recognized other intangible asset impairment charges of $2.8 million during 2009.  Such charges are non-cash and did not affect our liquidity, tangible equity or debt covenant ratios.

The annual impairment test as of November 30, 2011, passed, and we were not required to complete step two.  The following represents the carrying amount of goodwill, on a reportable segment basis, for the period February 26, 2010 to December 31, 2011:

	Wheels			Gunite		Brillion Iron Works		Fabco Automotive			Total
Balance as of February 26, 2010	$	97,127		$	62,839	$	4,414	$	13,192		$	177,572
Balance as of December 31, 2010	$	97,127		$	62,839	$	4,414	$	13,192		$	177,572
Additions		1,061			—		—		—			1,061
Matters related to fresh-start accounting		(1,905	)		—		—		—			(1,905	)
Sale of assets		—			—		—		(13,192	)		(13,192	)
Balance as of December 31, 2011	$	96,283		$	62,839	$	4,414	$	—		$	163,536

The addition in Wheels segment goodwill was related to the Camden acquisition.  During 2011, we decreased goodwill by $1.9 million, reduced property, plant & equipment by $1.8 million and deferred tax liabilities by $3.7 million for the correction of an immaterial error related to fresh-start accounting.  We considered both the qualitative and quantitative effects of this error on the financial statements for the period ending December 31, 2011, as well as the qualitative and quantitative effects of including the error correction in previous periods and concluded that the effects on the financial statements are not material.

The changes in the carrying amount of other intangible assets for the year ended December 31, 2009, and for the period January 1, 2010 to February 26, 2010 by reportable segment for the Predecessor Company, are as follows:

	Gunite			Brillion Farm			Brillion Iron Works			Imperial Group			Bostrom Seating			Fabco Automotive			Corporate			Total
Balance as of January 1, 2009	$	30,988		$	3,949		$	18,362		$	26,060		$	15,317		$	2,246		$	560		$	97,482
Amortization		(1,596	)		(288	)		(934	)		(1,154	)		(668	)		(95	)		(187	)		(4,922	)
Impairment losses		—			—			(1,900	)		(930	)		(500	)		—			—			(3,330	)
Balance as of December 31, 2009	$	29,392		$	3,661		$	15,528		$	23,976		$	14,149		$	2,151		$	373		$	89,230
Amortization		(266	)		(48	)		(156	)		(192	)		(112	)		(16	)		(31	)		(821	)
Balance as of February 26, 2010	$	29,126		$	3,613		$	15,372		$	23,784		$	14,037		$	2,135		$	342		$	88,409

At February 26, 2010, the fair values for intangible assets for the Successor Company includes $40,400 of technology which will be amortized over 10 years, $149,900 of customer relationships which will be amortized over 20 years and $34,100 of trade names that are not subject to amortization.  None of these items are deductible for income tax purposes.

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The changes in the carrying amount of other intangible assets for the period February 26, 2010 to December 31, 2011 by reportable segment for the Successor Company, are as follows:

	Wheels			Gunite			Brillion Farm			Brillion Iron Works			Bostrom Seating			Fabco Automotive			Corporate			Total
Balance as of February 26, 2010	$	149,300		$	43,000		$	3,400		$	3,300		$	1,100		$	24,300		$	—		$	224,400
Sale of assets		—			—			(3,288	)		—			—			—			—			(3,288	)
Amortization		(5,572	)		(1,583	)		(112	)		(138	)		(61	)		(990	)		—			(8,456	)
Balance as of December 31, 2010	$	143,728		$	41,417		$	—		$	3,162		$	1,039		$	23,310		$	—		$	212,656
Additions		3,400			—			—			—			—			—			1,023			4,423
Sale of assets		—			—			—			—			(1,032	)		(22,338	)		—			(23,370	)
Amortization		(8,553	)		(2,449	)		—			(165	)		(7	)		(972	)		(214	)		(12,360	)
Balance as of December 31, 2011	$	138,575		$	38,968		$	—		$	2,997		$	—		$	—		$	809		$	181,349

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

			As of December 31, 2011						As of December 31, 2010
	Weighted Average Useful Lives		Gross Amount		Accumulated Amortization		Carrying Amount		Gross Amount		Accumulated Amortization		Carrying Amount
Goodwill		—	$	163,536	$	—	$	163,536	$	177,572	$	—	$	177,572
Other intangible assets:
Non-compete agreements		2.0	$	1,023	$	214	$	809	$	—	$	—	$	—
Trade names		—		33,200		—		33,200		34,100		—		34,100
Technology		10.0		38,849		7,248		31,601		40,018		2,240		37,778
Customer relationships		19.9		129,093		13,354		115,739		146,994		6,216		140,778
			$	202,165	$	20,816	$	181,349	$	221,112	$	8,456	$	212,656

We estimate that aggregate intangible asset amortization expense for the Company will be approximately $10.8 million in 2012, approximately $10.6 million in 2013 and approximately $10.3 million in 2014 through 2016.

Note 5 - Property, Plant and Equipment

Property, plant and equipment at December 31, 2011 and 2010 consist of the following:

	2011		2010
Land and land improvements	$	19,554	$	18,967
Buildings		55,493		39,885
Machinery and equipment		263,187		215,537
Property, plant and equipment, gross		338,234		274,389
Less: accumulated depreciation		66,672		33,337
Property, plant and equipment, net	$	271,562	$	241,052

Depreciation expense for the periods February 26 to December 31, 2010 and January 1 to February 26, 2010 was $33.0 million and $6.4 million, respectively.  Depreciation expense for the years ended December 31, 2011 and 2009 was $38.4 million and $44.6 million, respectively.

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Note 6 - Debt

As of December 31, 2011, total debt was $323.1 million consisting of $303.1 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, 2010, total debt consisted of $302.0 of our outstanding 9.5% senior secured notes, net of discount.

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), as of December 31, 2011, 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.

Sun Capital Transaction

On February 4, 2009, we completed (1) an amendment (the “Sun Amendment”) to our prepetition credit facility and (2) a transaction (the “Sun Capital Transaction”) with Sun Accuride Debt Investments, LLC (together with its affiliates, “Sun Capital”), which at the time held approximately $70 million principal amount of the indebtedness outstanding under the prepetition credit facility (the “Last-Out Loans”). Under the terms of the Sun Amendment and the Sun Capital Transaction, Sun Capital agreed to make the Last-Out Loans last-out as to payment to the other loans outstanding under the prepetition senior credit facility.  This transaction resulted in recognition of a loss on extinguishment of debt of $5.4 million.

In connection with the modification of the Last-Out Loans and pursuant to a Last-Out Debt Agreement, dated February 4, 2009 (the “Last-Out Debt Agreement”), that we entered into with Sun Capital, we (1) issued a warrant (the “Sun Warrant”) to Sun Capital, which was exercisable for 25% of our fully-diluted prepetition common stock, (2) entered into a Registration Agreement with Sun Capital providing for the registration of the prepetition common stock owned by Sun Capital (including the prepetition common stock issuable upon exercise of the Sun Warrant) and (3) entered into a Consulting Agreement with Sun Capital pursuant to which Sun Capital would provide customary strategic, business and operational support to us.

On the Effective Date of the Plan of Reorganization, the Sun Warrant, the Preferred Share and the prepetition common stock held by Sun Capital and all related registration rights were all cancelled, and the directors appointed by Sun Capital resigned from the Board.  In addition, (i) Sun Capital received 630,317 shares of pre reserve-split postpetition common stock, (ii) 3,475,790 Warrants (iii) the $70.1 million of Last-Out Loans held by Sun Capital were paid in full, and (iv) we paid $1.65 million of fees and expenses incurred by Sun Capital under the prepetition senior credit facility.  In addition, to the extent the sale price of the loans is less than 98% of their par value, Accuride agreed to pay the difference between 98% of par value and the sale price, up to a maximum payment equal to 7% of the par value.

Pursuant to the Plan of Reorganization, as of the Effective Date, our new capital structure consisted of the following:

· Postpetition Senior Credit Facility — On the Effective Date of the Plan of Reorganization, we entered into the fifth amendment and restatement to our prepetition senior credit facility (the “postpetition senior credit facility”).  As of the Effective Date, under our postpetition senior credit facility Accuride had outstanding term loans of $287.0 million and outstanding letters of credit in the stated amount of $2.0 million and Accuride Canada Inc. had outstanding term loans of $22.0 million.  The interest rate for all loans was, at our option, LIBOR + 6.75% (with a LIBOR floor of 3.00%) or Base Rate + 5.75% (with a Base Rate floor of 4.00%).  The maturity for all loans and reimbursements of draws under the letters of credit was June 30, 2013.

With certain exceptions, our postpetition senior credit facility required us to prepay loans with (i) 100% of excess cash flow (commencing with the fiscal year ending December 31, 2010), (ii) 100% of net proceeds from asset sales, (iii) 100% of new proceeds from new debt issuances, (iv) 100% of net cash proceeds from equity issuances and (v) 100% of cash received by us from third parties that are holding cash from letters of credit that they have drawn.

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The loans under our postpetition senior credit facility were secured by, among other things, a lien on substantially all of our U.S. and Canadian properties, assets and domestic subsidiaries and a pledge of 65% of the stock of our foreign subsidiaries.

On July 29, 2010, we refinanced the postpetition senior credit facility and the postpetition senior credit facility was terminated.

· 7.5% Senior Convertible Notes — On the Effective Date of the Plan of Reorganization, we issued $140.0 million aggregate principal amount of convertible notes.  The first six semi-annual interest payments on the convertible notes were specified to be PIK interest.  Thereafter, beginning on August 26, 2013, interest on the convertible notes was to be paid in cash.

The convertible notes were convertible into Common Stock of the Company at any time beginning on the Effective Date until the second business day preceding maturity, at an initial conversion rate of 133.3333 shares per $1,000 principal amount of notes (equivalent to an initial conversion price of $7.50 per share of Common Stock).  The conversion rate was subject to customary adjustments and was adjusted to account for PIK interest.  The adjustment to the conversion rate for convertible notes issued as PIK interest served to prevent the convertible notes outstanding immediately prior to the PIK interest payment from being diluted by the notes paid as PIK interest.

On August 26, 2010, we made a PIK interest payment with respect to the convertible notes by increasing the principal amount of the notes by $5,250.  Pursuant to the terms of the indenture governing the convertible notes, the conversion rate of the convertible notes was adjusted to 140.7234 shares per $1,000 principal amount of notes (equivalent to a conversion price of $7.10 per share of Common Stock).

The embedded conversion option was bifurcated and accounted for separately from the convertible debt.  The conversion option was recorded at fair value and presented with the convertible notes on the consolidated balance sheet.  Each period, the conversion option was recorded at fair value with the corresponding non-cash gain or loss recognized in our consolidated statements of operations as a component of other income (expense).

On October 6, 2010, we announced that our Board of Directors approved a conversion offer for all of the outstanding convertible notes and a 1-for-10 reverse stock split of the Company’s Common Stock.  On October 22, 2010, the Company commenced the conversion offer and on November 4, 2010, we announced our intention to amend certain terms of the conversion offer. In the conversion offer, holders of the Company’s 7.5% senior convertible notes elected to convert their convertible notes into post-split shares of the Company’s Common Stock at an increased conversion rate of 238.2119 post-split shares per $1,000 principal amount of convertible notes. The conversion rate represented approximately 98 percent of the total number of shares into which the Company expected the convertible notes would be convertible on February 26, 2013, which was the final PIK interest payment date for the convertible notes. The conversion offer was not conditioned on completion of the reverse stock split.

On November 29, 2010, upon settlement of the conversion offer (and after taking into account cash paid in lieu of the fractional shares that would have otherwise been issuable) (i) we issued 33,606,177 shares of Common Stock to holders participating in the conversion offer upon conversion of $141,077 aggregate principal amount of convertible notes accepted for conversion by the Company, and (ii) the $141,077 aggregate principal amount of convertible notes accepted for conversion was cancelled.  As of November 29, 2010, $4,173 aggregate principal amount of convertible notes remained outstanding.  Prior to December 31, 2010, the remainder of the convertible notes was accepted for conversion by the Company and 993,968 additional shares of our Common Stock were issued; therefore the remaining principal amount of the convertible notes was cancelled.

ASC 470 requires the recognition of expense equal to the fair value of securities transferred in excess of the fair value of securities issuable pursuant to the original conversion terms.  Related to the conversion offer, we recorded inducement expenses of $166.7 million.  This charge represents the fair value of the incremental shares of common stock that were issued as a result of the Conversion Offer over the fair value of the shares of the Common Stock that the convertible note-holders would have otherwise received contractually as of the date of the Conversion Offer.

· Common Stock and Warrants — We issued the following equity securities: (i) 9,800,000 shares of Common Stock to holders of our prepetition senior subordinated notes, on a pro rata basis (ii) 2,500,000 shares of Common Stock to the parties backstopping the rights offering of convertible notes as payment of their backstop fee, (iii) 200,000 shares of Common Stock to holders of our prepetition Common Stock on a pro rata basis, (iv) Warrants to purchase

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2,205,882 shares of Common Stock to holders of our prepetition Common Stock on a pro rata basis and (v) 129,488 shares of Common Stock, net of shares withheld for tax purposes, under our Key Executive Incentive Plan.  The Warrants were exercisable at an exercise price of $21.00 per share and expired on February 26, 2012 unexercised.

In accordance with applicable accounting guidance in ASC 815, the Warrants were recorded as a liability at fair value on the Effective Date.  Each period, the Warrants were recorded at fair value with the corresponding non-cash gain or loss recognized in our consolidated statements of operations as a component of other income (expense).

Also under the Plan of Reorganization, our prepetition Common Stock, all other equity interests in the Company, our prepetition senior subordinated notes and the indenture governing our prepetition senior subordinated notes (other than for the purposes of allowing holders of the notes to receive distributions under the Plan of Reorganization and allowing the trustees to exercise certain rights) were cancelled.  The holders of these securities received the distributions described above pursuant to the Plan of Reorganization. All amounts outstanding under the DIP credit facility that we had entered into to provide financing during the pendency of our bankruptcy were paid on the Effective Date and the DIP credit facility was terminated in accordance with its terms.

On July 29, 2010, we completed an offering, which we refer to as the “Refinancing”, of $310.0 million aggregate principal amount of senior secured notes and entered into the ABL Credit Agreement (the “ABL facility”). We used the net proceeds from the offering of the senior secured notes, $15.0 million of borrowings under the ABL facility and cash on hand to refinance our postpetition senior credit facility and to pay related fees and expenses.

·   ABL Credit Agreement — In connection with the Refinancing, we entered into a new ABL Credit Facility (the “ABL facility”).  The ABL facility is a senior secured asset based revolving credit facility in an aggregate principal amount of up to $75.0 million, with the right, subject to certain conditions, to increase the availability under the facility by up to $25.0 million in the aggregate (for a total aggregate availability of $100.0 million). The four-year ABL facility matures on July 29, 2014 and provides 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 ABL facility initially bears interest at an annual rate equal to, at our option, either LIBOR plus 3.75% or Base Rate plus 2.75% subject to changes based on our leverage ratio as defined in the ABL facility.

We must also pay a commitment fee equal to 0.50% per annum to the lenders under the ABL facility if utilization under the facility exceeds 50.0% of the total commitments under the facility and a commitment fee equal to 0.75% per annum if utilization under the facility is less than or equal to 50.0% of the total 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”).

·   9.5% Senior Secured Notes — In connection with the Refinancing, 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 (see Note 18), 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.  Associated with the issuance of the senior secured notes, we recorded a discount of $8.4 million, which is being amortized over the life of the notes as a component of interest expense.

Restrictive Debt Covenants.  Our credit documents(the ABL facility and the indentures 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

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(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.

Note 7 – Supplemental Cash Flows Disclosure

During 2011, 2010, and 2009, we recorded non-cash pension liability adjustments, net of tax, of $25.9 million, $8.6 million, and $18.7 million, respectively, as a component of Other Comprehensive Income.

Note 8 - Pension and Other Postretirement Benefit Plans

We have funded noncontributory employee defined benefit pension plans that cover substantially all U.S. and Canadian employees (the “plans”). Employees covered under the U.S. salaried plan are eligible to participate upon the completion of one year of service and benefits are determined by their cash balance accounts, which are based on an allocation they earn each year. Employees covered under the Canadian salaried plan are eligible to participate upon the completion of two years of service and benefits are based upon career average salary and years of service. Employees covered under the hourly plans are generally eligible to participate at the time of employment and benefits are generally based on a fixed amount for each year of service. U.S. employees are vested in the plans after five years of service; Canadian hourly employees are vested after two years of service. We use a December 31 measurement date for all of our plans.

In addition to providing pension benefits, we also have certain unfunded health care and life insurance programs for U.S. non-bargained and Canadian employees who meet certain eligibility requirements. These benefits are provided through contracts with insurance companies and health service providers. The coverage is provided on a non-contributory basis for certain groups of employees and on a contributory basis for other groups.

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Obligations and Funded Status:

	Pension Benefits									Other Benefits
	Successor						Predecessor			Successor						Predecessor
	Year Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,			Year Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,
	2011			2010			2010			2011			2010			2010
Change in benefit obligation:
Benefit obligation—beginning of period	$	221,851		$	200,440		$	196,313		$	80,202		$	76,842		$	65,065
Service cost		1,571			1,125			264			452			362			60
Interest cost		12,266			9,910			1,956			4,401			3,771			636
Actuarial losses (gains)		15,908			15,270			4,228			(48	)		1,579			11,800
Benefits paid		(14,662	)		(10,926	)		(2,228	)		(4,307	)		(3,658	)		(803	)
Foreign currency exchange rate changes		(2,687	)		5,534			(93	)		(490	)		837			(15	)
Plan amendment		—			498			—			—			—			—
Incurred retiree drug subsidy reimbursements		—			—			—			158			105			25
Plan participant’s contributions		—			—			—			508			364			74
Benefit obligation—end of period		234,247			221,851			200,440			80,876			80,202			76,842
Accumulated benefit obligation	$	233,653		$	221,260		$	199,939		$	—		$	—		$	—
Change in plan assets:
Fair value of assets—beginning of period		185,217			166,488			168,233			—			—			—
Actual return (loss) on plan assets		4			15,849			(143	)		—			—			—
Employer contribution		15,387			8,366			727			3,799			3,295			729
Plan participant’s contribution		—			—			—			508			363			74
Benefits paid		(14,662	)		(10,926	)		(2,228	)		(4,307	)		(3,658	)		(803	)
Foreign currency exchange rate changes		(2,499	)		5,440			(101	)		—			—			—
Fair value of assets—end of period		183,447			185,217			166,488			—			—			—
Reconciliation of funded status:
Unfunded status	$	(50,800	)	$	(36,634	)	$	(33,952	)	$	(80,876	)	$	(80,202	)	$	(76,842	)
Amounts recognized in the consolidated balance sheets:
Prepaid benefit cost	$	64		$	560		$	1,004			—			—			—
Accrued benefit liability		(50,863	)		(37,194	)		(34,956	)	$	(80,876	)	$	(80,202	)	$	(76,842	)
Accumulated other comprehensive loss (income)		38,446			10,476			—			1,571			1,619			—
Net amount recognized	$	(12,353	)	$	(26,158	)	$	(33,952	)	$	(79,305	)	$	(78,583	)	$	(76,842	)
Amounts expected to be recognized in AOCI in the following fiscal year:
Amortization of net transition (asset)/obligation	$	—								$	—
Amortization of prior service (credit) cost		44									—
Amortization of net (gain)/loss		1,060									(36	)
Total amortization	$	1,104								$	(36	)

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Components of Net Periodic Benefit Cost:

Pension Benefits	Successor						Predecessor
	Year Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,			Year Ended December 31,
	2011			2010			2010			2009
Service cost-benefits earned during the period	$	1,571		$	1,125		$	264		$	1,479
Interest cost on projected benefit obligation		12,266			9,910			1,956			11,566
Expected return on plan assets		(12,936	)		(10,301	)		(2,204	)		(12,347	)
Prior service cost (net)		44			—			51			335
Other amortization (net)		59			—			591			2,424
Net amount charged to income	$	1,004		$	734		$	658		$	3,457
Curtailment charge (gain) and special termination benefits		—			—			—			3,006
Total benefits cost charged to income	$	1,004		$	734		$	658		$	6,463
Recognized in other comprehensive income (loss):
Amortization of net transition (asset) obligation	$	(59	)	$	—		$	—
Prior service (credit) cost		—			498			—
Amortization of prior service (credit) cost		(44	)		—			—
Change in net actuarial (gain) loss		28,073			9,978			—
Amount of net actuarial valuation (gain) loss		—			—			—
Total (gain) loss recognized in other comprehensive income	$	27,970		$	10,476		$	—
Total (gain) loss recognized in total benefits charged to income and other comprehensive income	$	28,974		$	11,210		$	658

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Other Benefits	Successor					Predecessor
	Year Ended December 31,			Period from February 26 to December 31,		Period from January 1 to February 26,			Year Ended December 31,
	2011			2010		2010			2009
Service cost-benefits earned during the period	$	452		$	362	$	60		$	300
Interest cost on projected benefit obligation		4,401			3,771		636			3,662
Prior service cost (net)		—			—		(262	)		(1,573	)
Other amortization (net)		(103	)		—		(1	)		(503	)
Net amount charged to income	$	4,750		$	4,133	$	433		$	1,886
Curtailment charge (gain) and special termination benefits		—			—		—			24
Total benefits cost charged to income	$	4,750		$	4,133	$	433		$	1,910
Recognized in other comprehensive income (loss):
Amortization of net transition (asset) obligation	$	103		$	—	$	—
Prior service (credit) cost		—			—		—
Amortization of prior service (credit) cost		—			—		—
Change in net actuarial (gain) loss		(151	)		1,619		—
Amount of net actuarial valuation (gain) loss		—			—		—
Total (gain) loss recognized in other comprehensive income		(48	)		1,619		—
Total (gain) loss recognized in total benefits charged to income and other comprehensive income	$	4,702		$	5,752	$	433

During 2009, we recorded pre-tax curtailment charge of $2.2 million as a result of a reduction of workforce in our London, Ontario facility.

Actuarial Assumptions:

Assumptions used to determine benefit obligations as of December 31 were as follows:

	Pension Benefits						Other Benefits
	2011			2010			2011			2010
Average discount rate		4.89	%		5.45	%		4.91	%		5.47	%
Rate of increase in future compensation levels		3.00	%		3.00	%		N/A			N/A

Assumptions used to determine net periodic benefit cost for the years ended December 31 were as follows:

	Pension Benefits						Other Benefits
	2011			2010			2011			2010
Average discount rate		5.45	%		6.01	%		5.48	%		6.00	%
Rate of increase in future compensation levels		3.00	%		3.50	%		N/A			N/A
Expected long-term rate of return on assets		6.96	%		7.33	%		N/A			N/A

The expected long-term rate of return on assets is determined primarily by looking at past performance. In addition, management considers the long-term performance characteristics of the asset mix.

Assumed health care cost trend rates at December 31 were as follows:

	2011			2010
Health care cost trend rate assumed for next year		8.34	%		8.60	%
Rate to which the cost trend rate is assumed to decline		5.00	%		5.00	%
Year that the rate reaches the ultimate trend rate		2019			2014

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The health care cost trend rate assumption has a significant effect on the amounts reported. A one-percentage point change in assumed health care cost trend rates would have the following effects on 2011:

	1-Percentage- Point Increase		1-Percentage- Point Decrease
Effect on total of service and interest cost	$	898	$	(634	)
Effect on postretirement benefit obligation	$	9,939	$	(8,244	)

Plan Assets:

Our pension plan weighted-average asset allocations by level within the fair value hierarchy at December 31, 2011, are presented in the table below. Our pension plan assets were accounted for at fair value and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and their placement within the fair value hierarchy levels. For more information on a description of the fair value hierarchy, see Note 13.

	Level 1			Level 2			Level 3			Total			% of Total
Cash and cash equivalents	$	6,486		$	—		$	—		$	6,486		4	%
Equity securities:
U.S. large-cap	16,945			—			—			16,945			9	%
U.S. mid-cap	15,199			—			—			15,199			8	%
U.S. small-cap	2,744			—			—			2,744			2	%
U.S. indexed	14,391			—			—			14,391			8	%
Canadian large-cap	20,419			—			—			20,419			11	%
Canadian mid-cap	9,471			—			—			9,471			5	%
Canadian small-cap	2,215			—			—			2,215			1	%
Large growth	8,550			—			—			8,550			5	%
Pooled equities	—			2,414			—			2,414			1	%
International markets	9,246			12,859			—			22,105			12	%
Fixed income securities:
Government bonds	20,928			—			—			20,928			11	%
Corporate bonds	41,580			—			—			41,580			23	%
Total assets at fair value	$	168,174		$	15,273		$	—		$	183,447		100	%
% of fair value hierarchy	92		%	8		%	—		%	100		%

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Our pension plan weighted-average asset allocations by level within the fair value hierarchy at December 31, 2010, are presented in the following table:

	Level 1			Level 2			Level 3			Total			% of Total
Cash and cash equivalents	$	5,796		$	—		$	—		$	5,796		3	%
Equity securities:
U.S. large-cap	20,028			—			—			20,028			11	%
U.S. mid-cap	12,565			—			—			12,565			7	%
U.S. small-cap	2,744			—			—			2,744			1	%
U.S. indexed	14,665			—			—			14,665			8	%
Canadian large-cap	26,929			—			—			26,929			15	%
Canadian mid-cap	5,740			—			—			5,740			3	%
Canadian small-cap	3,429			—			—			3,429			2	%
Large growth	9,095			—			—			9,095			5	%
Pooled equities	—			2,597			—			2,597			1	%
International markets	9,587			11,743			—			21,330			12	%
Fixed income securities:
Government bonds	17,193			—			—			17,193			9	%
Corporate bonds	43,106			—			—			43,106			23	%
Total assets at fair value	$	170,877		$	14,340		$	—		$	185,217		100	%
% of fair value hierarchy	92		%	8		%	—		%	100		%

Our investment objectives are (1) to maintain the purchasing power of the current assets and all future contributions; (2) to maximize return within reasonable and prudent levels of risk; (3) to maintain an appropriate asset allocation policy that is compatible with the actuarial assumptions, while still having the potential to produce positive real returns; and (4) to control costs of administering the plan and managing the investments.

Our desired investment result is a long-term rate of return on assets that is at least a 5% real rate of return, or 5% over inflation as measured by the Consumer Price Index for the U.S. plans. The target rate of return for the plans have been based upon the assumption that future real returns will approximate the long-term rates of return experienced for each asset class in our investment policy statement. Our investment guidelines are based upon an investment horizon of greater than five years, so that interim fluctuations should be viewed with appropriate perspective. Similarly, the Plans’ strategic asset allocation is based on this long-term perspective.

We believe that the Plans’ risk and liquidity posture are, in large part, a function of asset class mix. Our investment committee has reviewed the long-term performance characteristics of various asset classes, focusing on balancing the risks and rewards of market behavior. Based on this and the Plans’ time horizon, risk tolerances, performance expectations and asset class preferences, the following two strategic asset allocations were derived for our U.S. plans.

Asset allocation for our Accuride Retirement Plan and Erie Hourly Pension Plan:

	Lower Limit			Strategic Allocation			Upper Limit
Domestic Large Capitalization Equities:
Value		10	%		11	%		20	%
Growth		10	%		13	%		20	%
Index-Passive		15	%		20	%		25	%
Domestic Small Cap Equities		2	%		10	%		10	%
International Equities		5	%		11	%		15	%
Fixed Income:
Intermediate		15	%		35	%		35	%

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Asset allocation for remainder of our U.S. plans:

	Lower Limit			Strategic Allocation			Upper Limit
Domestic Large Capitalization Equities:
Value		10	%		10	%		20	%
Growth		10	%		10	%		20	%
Index-Passive		15	%		17	%		25	%
Domestic Mid Cap Equities		5	%		10	%		15	%
International Equities		5	%		13	%		15	%
Fixed Income:
Intermediate		15	%		35	%		35	%
Money Market		1	%		5	%		10	%

The allocation of the fund is reviewed periodically. Should any of the strategic allocations extend beyond the suggested lower or upper limits, a portfolio rebalance may be appropriate.

While we use the same methodologies to manage the Canadian plans, the primary objective is to achieve a minimum rate of return of Consumer Price Index plus 3 over 4-year moving periods, and to obtain total fund rates of return that are in the top third over 4-year moving periods when compared to a representative sample of Canadian pension funds with similar asset mix characteristics. The asset mix for the Canadian pension fund is targeted as follows:

	Minimum			Maximum
Total Equities		40	%		65	%
Foreign Equities		0	%		50	%
Bonds and Mortgages		25	%		50	%
Short-Term		0	%		15	%

Cash Flows—We expect to contribute approximately $14.5 million to our pension plans and $4.3 million to our other postretirement benefit plans in 2012. Pension and postretirement benefits (which include expected future service) are expected to be paid out of the respective plans as follows:

	Pension Benefits		Other Benefits
2012	$	13,074	$	4,313
2013	$	12,992	$	4,557
2014	$	13,224	$	4,667
2015	$	13,497	$	4,733
2016	$	13,702	$	4,815
2017 – 2021 (in total)	$	73,942	$	25,005

Other Plans—We also provide a 401(k) savings plan and a retirement contribution plan for substantially all U.S. salaried employees. Select employees may also participate in the Accuride Executive Retirement Allowance Policy and a supplemental savings plan.  Expenses recognized in the full year 2011 and for the periods January 1 to February 26, February 26 to December 31, 2010 were $3.3 million, $0.3 million, and $1.6 million, respectively. No expenses were recognized in 2009.

Note 9 – Income Taxes

The components of earnings from continuing operations before income taxes, categorized based on the location of the taxing authorities, were as follows:

	Successor								Predecessor
	Years Ended December 31,				Period from February 26 to December 31,				Period from January 1 to February 26,				Years Ended December 31,
	2011				2010				2010				2009
United States		$	(16,214	)		$	(140,719	)		$	49,214			$	(145,192	)
Foreign			9,625				5,028				(1,062	)			9,267
Total		$	(6,589	)		$	(135,691	)		$	48,152			$	(135,925	)

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The income tax provisions (benefits) are as follows:

	Successor						Predecessor
	Years Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,			Years Ended December 31,
	2011			2010			2010			2009
Current:
Federal	$	215		$	(600	)	$	—		$	(801	)
State		(9	)		292			—			(82	)
Foreign		2,907			626			—			951
		3,113			318			—			68
Deferred:
Federal		(5,035	)		(5,701	)		(12,233	)		(43,736	)
State		(5,878	)		(2,700	)		(2,084	)		(8,650	)
Foreign		(195	)		430			—			601
Valuation allowance		15,756			5,446			12,386			54,093
		4,648			(2,525	)		(1,931	)		2,308
Total provision (benefit)	$	7,761		$	(2,207	)	$	(1,931	)	$	2,376

A reconciliation of the U.S. statutory tax rate to our effective tax rate (benefit) is as follows:

	Successor					Predecessor
	Years Ended December 31,			Period from February 26 to December 31,		Period from January 1 to February 26,		Years Ended December 31,
	2011			2010		2010		2009
Statutory tax rate		(35.0	)%	(35.0	)%	35.0	%	(35.0	)%
State and local income taxes		(89.3	)	(2.0	)	(4.3	)	(6.3	)
Incremental foreign tax (benefit)		(10.6	)	(0.6	)	0.8		(1.2	)
Change in valuation allowance		239.1		4.1		25.3		38.8
Foreign subsidiary dividend and undistributed earnings		—		—		—		1.4
Change in liability for unrecognized tax benefits		14.3		(0.4	)	—		—
Reorganization costs		—		28.3		(61.9	)	3.1
Inducement expense		—		21.1		—		—
Mark to market valuation of convertible debt		—		(19.5	)	—		—
Other items—net		(0.7	)	2.4		1.1		0.9
Effective tax rate		117.8	%	(1.6	)%	(4.0	)%	1.7	%

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Deferred income tax assets and liabilities comprised the following at December 31:

	2011			2010
Deferred tax assets:
Postretirement and postemployment benefits	$	27,138		$	27,961
Accrued liabilities, reserves and other		3,241			5,872
Debt transaction and refinancing costs		1,985			2,631
Inventories		1,531			1,956
Accrued compensation and benefits		4,854			4,929
Worker’s compensation		1,923			2,715
Pension benefit		21,361			14,878
State income taxes		1,442			1,440
Tax credits		1,335			—
Indirect effect of unrecognized tax benefits		1,333			2,058
Loss carryforwards		63,364			49,753
Unrealized foreign exchange gain		—			—
Valuation allowance		(55,355	)		(33,125	)
Total deferred tax assets		74,152			81,068
Deferred tax liabilities:
Asset basis and depreciation		(21,041	)		(20,472	)
Unrealized foreign exchange gain		—			—
Intangible assets		(66,437	)		(80,472	)
Total deferred tax liabilities		(87,478	)		(100,944	)
Net deferred tax liability		(13,326	)		(19,876	)
Current deferred tax asset		7,675			13,061
Long-term deferred income tax asset (liability)—net	$	(21,001	)	$	(32,937	)

The Company has recorded a deferred tax asset reflecting a benefit of $137.1 million of federal loss carryforwards and $301.1 million of state loss carryforwards as of December 31, 2011.  As a result of the reorganization transaction the company underwent an ownership change that subjects these losses to limitations pursuant to IRS Code Section 382.  As a result of this limitation, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities.  These deferred tax assets will expire beginning 2012 through 2031. In the current year, we have recorded deferred tax assets for additional state tax credits incurred through 2011, which will expire beginning 2016 through 2024.  We have also recorded deferred tax assets for federal tax credits incurred through 2011, which will expire beginning 2030. At December 31, 2010 the Company made the decision to amend prior years’ federal income tax returns to deduct foreign taxes in lieu of utilizing our foreign tax credit thus resulting in an increase in our net operating loss carryforward.  Realization of deferred tax assets is dependent upon taxable income within the carryforward periods available under the applicable tax laws. Although realization of deferred tax assets in excess of deferred tax liabilities is not certain, management has concluded that it is more likely than not the Company will realize the full benefit of deferred tax assets in foreign jurisdictions.  However, during 2010 and 2011, management has concluded that it is more likely than not that we will not realize the full benefit of our U.S. federal and state deferred tax assets due to three cumulative years of net losses and changes of management’s estimate of future earnings, and recorded a valuation allowance against the amounts that are not likely to be recognized as of 2010 and 2011.  For the period ended December 31, 2011, the valuation allowance increased by $22.2 million, of which $15.8 million is attributable to continuing operations and $6.4 million is attributable to OCI.  For the period ended December 31, 2010, the valuation allowance increased by $6.2 million, of which $5.4 million was attributable to continuing operations and $0.8 million was attributable to OCI.

No provision has been made for U.S. income taxes related to undistributed earnings of our Canadian foreign subsidiary that we intend to permanently reinvest in order to finance capital improvements and/or expand operations either through the expansion of the current operations or the purchase of new operations. At December 31, 2011, Accuride Canada had $9.4 million of cumulative retained earnings. The Company distributes earnings for the Mexican foreign subsidiary and expects to distribute earnings annually.  Therefore, deferred tax liabilities in the amounts of $1.0 million and $1.9 million for 2010 and 2011, respectively, have been established for the undistributed earnings of our Mexican foreign subsidiary.

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A reconciliation of the beginning and ending amounts of unrecognized tax benefits are as follows:

	Successor						Predecessor
	Years Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,		Years Ended December 31,
	2011			2010			2010		2009
Balance at beginning of the period	$	6,184		$	7,060		$	7,060	$	5,782
Additions based on tax positions related to the current year		161			489			—		—
Additions for tax positions of prior years		818			93			—		2,126
Reductions for tax positions of prior years		—			—			—		(338	)
Removal of penalties and interest		—			—			—		—
Reductions due to lapse of statute of limitations		(130	)		(1,458	)		—		(510	)
Settlements with taxing authorities		—			—			—		—
Balance at end of period	$	7,033		$	6,184		$	7,060	$	7,060

The total amount of unrecognized tax benefits that would, if recognized, impact the effective income tax rate was approximately $5.8 million as of December 31, 2011.  Also included in the balance of unrecognized tax benefits is $0.2 million of tax benefits that, if recognized, would affect other tax accounts.

We also recognize accrued interest expense and penalties related to the unrecognized tax benefits as additional tax expense, which is consistent with prior periods. The total amount of accrued interest and penalties was $3.1 million and $1.4 million respectively, as of December 31, 2011.  An increase in interest of $0.3 million was recognized in 2011. The total amount of accrued interest and penalties was approximately $2.8 million and $1.5 million, respectively, as of December 31, 2010.

As of December 31, 2011, we were open to examination in the U.S. federal tax jurisdiction for the 2008-2010 tax years, in Canada for the years of 2003-2010, and in Mexico for the years of 2005-2010.  We were also open to examination in various state and local jurisdictions for the 2007-2010 tax years, none of which were individually material. We believe that our accrual for tax liabilities is adequate for all open audit years. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events.

It is reasonably possible that U.S. federal, state, local, and non-U.S. tax examinations will be settled during the next twelve months. If any of these tax audit settlements do occur within the next twelve months, we would make any necessary adjustments to the accrual for uncertain tax benefits. Until formal resolutions are reached with the tax authorities, the determination of a possible audit settlement range for the impact on uncertain tax benefits is not practicable. On the basis of present information, it is our opinion that any assessments resulting from the current audits will not have a material effect on our consolidated financial statements.  The Company does not anticipate significant increases or decreases in its remaining unrecognized tax benefits within the next twelve months.

Note 10 – Stock-Based Compensation Plans

Predecessor Company

2005 Incentive Plan—In connection with the initial public offering in April 2005, we adopted the Accuride Corporation 2005 Incentive Award Plan (the “2005 Incentive Plan”). As of the Effective Date, pursuant to our Plan of Reorganization, the 2005 Incentive Plan was cancelled.

We account for share-based compensation under applicable accounting standards.  Forfeitures are estimated over the vesting period of an award, rather than be recognized as a reduction of compensation expense at the time of the actual forfeiture.

Stock option and appreciation awards to officers and other key employees under the 2005 Plan had no intrinsic value and were cancelled as of February 26, 2010 pursuant to our Plan of Reorganization.  The 391,422 restricted stock units that were unvested at December 31, 2009, became vested on the Effective Date of our Plan of Reorganization and were converted into shares of Common Stock of the Successor Company (see Note 6).

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In determining the estimated fair value of our share-based awards as of the grant date, we used the Black-Scholes option-pricing model with the assumptions illustrated in the table below:

	For the Year Ended December 31,
	2009
Expected Dividend Yield	0.0%
Expected Volatility in Stock Price	108.2%
Risk-Free Interest Rate	2.5%
Expected Life of Stock Awards	6.0 years
Weighted-Average Fair Value at Grant Date	$0.35

The expected volatility is based upon volatility of comparable industry company common stock that has been traded for a period commensurate with the expected life. The expected term of options granted is derived from historical exercise and termination patterns, and represents the period of time that options granted are expected to be outstanding. The risk-free rate used is based on the published U.S. Treasury yield curve in effect at the time of grant for instruments with a similar life. The dividend yield is based upon the most recently declared quarterly dividend as of the grant date.

Successor Company

On May 18, 2010, the Company authorized and granted 182,936 shares of Common Stock for issuance pursuant to individual restricted stock unit agreements with employees of the Company.  The awards granted on May 18, 2010 vest in installments of 33%, 33%, and 34% over a three year period on the anniversary date of the grant.  On August 3, 2010, the Company authorized and granted 55,790 shares of Common Stock for issuance pursuant to individual restricted stock unit agreements with directors of the Company.  The awards granted on August 3, 2010 have vesting dates of March 1, 2011 and March 1, 2014 where 30,429 and 25,361 shares will vest and be issued, respectively.

As of December 31, 2011, there was approximately $2.5 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.

The table below summarizes Restricted Stock activity during the year ended December 31, 2011:

	Number of RSUs			Weighted Average Grant-date Fair Value		Weighted Average Remaining Vesting Period
RSUs unvested at December 31, 2010		232,367		$	13.38
Granted		400,656			13.82
Vested		(82,675	)		13.32
Forfeited		(115,915	)		13.70
RSUs unvested at December 31, 2011		434,433		$	13.71	1.6 years
RSUs expected to vest		375,344		$	13.70	1.6 years

Compensation expense for share-based compensation programs was recognized as a component of operating expenses as follows:

	Successor				Predecessor
	Years Ended December 31,		Period from February 26 to December 31,		Period from January 1 to February 26,		Years Ended December 31,
(In thousands)	2011		2010		2010		2009
Share-based compensation expense recognized	$	2,397	$	1,101	$	—	$	333

In August 2010, we adopted the Accuride Corporation 2010 Incentive Award Plan (the “2010 Incentive Plan”) and reserved 1,260,000 shares of Common Stock for issuance under the plan, plus such additional shares of Common Stock that the plan administrator deemed necessary to prevent unnecessary dilution upon issuance of shares pursuant to terms of our

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convertible notes due 2020, up to a maximum number shares of Common Stock such that the total number of shares available for issuance under the 2010 Incentive Plan would not exceed ten percent (10%) of the fully diluted shares outstanding from time to time calculated by adding the total shares issued and outstanding at any given time plus the number of shares issued upon conversion of any of the convertible notes at the time of such conversion.  During 2010, we effectively converted all outstanding convertible notes to equity, and we subsequently amended the 2010 Incentive Plan to reserve 3,500,000 shares of Common Stock, for issuance under the 2010 Incentive Plan.

Note 11 – Commitments

We lease certain plant, office space, and equipment for varying periods. Management expects that in the normal course of business, expiring leases will be renewed or replaced by other leases. Purchase commitments related to fixed assets at December 31, 2011 and 2010 totaled $19.9 million and $0.8 million, respectively. Rent expense for the year ended December 31, 2011, for the period January 1, 2010 to February 26, 2010, for the period February 26, 2010 to December 31, 2010, and for the year ended December 31, 2009 was $4.5 million, $1.3 million, $6.7 million and $9.6 million, respectively. Future minimum lease payments for all non-cancelable operating leases having a remaining term in excess of one year at December 31, 2011, are as follows:

2012	$	3,534
2013	2,983
2014	2,713
2015	1,726
2016	1,203
Thereafter	2,771
Total	$	14,930

Note 12 – 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, who joined us in February 2011, and has increased the level of details reviewed.  The accounting policies of the reportable segments are the same as described in Note 1, “Significant Accounting Policies”.

	Successor						Predecessor
	Year Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,			Year Ended December 31,
	2011			2010			2010			2009
Net sales:
Wheels	$	406,587		$	247,673		$	38,379		$	238,745
Gunite		251,113			175,352			29,804			153,713
Brillion Iron Works		146,837			90,492			11,442			49,829
Imperial Group		131,558			68,790			12,022			72,462
Consolidated total	$	936,095		$	582,307		$	91,647		$	514,749
Operating income (loss):
Wheels	$	57,864		$	23,577		$	2,663		$	14,888
Gunite		(1,785	)		2,623			277			(10,052	)
Brillion Iron Works		2,301			(1,171	)		(986	)		(13,984	)
Imperial Group		3,141			(579	)		(1,011	)		(9,235	)
Corporate / Other		(37,609	)		(38,149	)		(5,172	)		(44,909	)
Consolidated total	$	23,912		$	(13,699	)	$	(4,229	)	$	(63,292	)

Current and prior period operating results from Bostrom Seating, Fabco Automotive, and Brillion Farm were reclassified to discontinued operations during the twelve months ended December 31, 2011.  Excluded from net sales above, are inter-segment sales from Brillion Iron Works to Gunite, as shown in the table below: 

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	Successor				Predecessor
	Years Ended December 31,		Period from February 26 to December 31,		Period from January 1 to February 26,		Years Ended December 31,
(In thousands)	2011		2010		2010		2009
Inter-segment sales	$	33,425	$	21,608	$	2,942	$	15,443

Included in operating income (loss) are other intangible asset impairments of $2.8 million in our Brillion Iron Works and Imperial Group reportable segment in 2009.

	As of
	December 31, 2011		December 31, 2010
Total assets:
Wheels	$	509,829	$	482,175
Gunite		188,053		157,233
Brillion Iron Works		63,216		53,914
Bostrom Seating		—		13,985
Imperial Group		43,581		29,793
Fabco Automotive		—		44,881
Brillion Farm		—		3,625
Corporate / Other		64,183		88,444
Consolidated total	$	868,862	$	874,050

Geographic Information—Our operations in the United States, Canada, and Mexico are summarized below:

Successor: For Year Ended Dec. 31, 2011	United States		Canada		Mexico		Eliminations			Combined
Net sales:
Sales to unaffiliated customers—domestic	$	777,830	$	1,948	$	20,164	$	—		$	799,942
Sales to unaffiliated customers—export		135,108		—		1,045		—			136,153
Total	$	912,938	$	1,948	$	21,209	$	—		$	936,095
Long-lived assets	$	930,154	$	37,119	$	10,062	$	(348,622	)	$	628,713

Successor: Period from February 26 to December 31, 2010	United States		Canada		Mexico		Eliminations			Combined
Net sales:
Sales to unaffiliated customers—domestic	$	472,999	$	3,016	$	32,493	$	—		$	508,508
Sales to unaffiliated customers—export		54,790		—		19,009		—			73,799
Total	$	527,789	$	3,016	$	51,502	$	—		$	582,307
Long-lived assets	$	908,043	$	42,856	$	22,155	$	(327,508	)	$	645,546

Predecessor: Period from January 1 to February 26, 2010	United States		Canada		Mexico		Eliminations		Combined
Net sales:
Sales to unaffiliated customers—domestic	$	73,913	$	376	$	5,237	$	—	$	79,526
Sales to unaffiliated customers—export		8,191		—		3,930		—		12,121
Total	$	82,104	$	376	$	9,167	$	—	$	91,647

Predecessor: For Year Ended Dec. 31, 2009	United States		Canada		Mexico		Eliminations			Combined
Net sales:
Sales to unaffiliated customers—domestic	$	417,161	$	3,621	$	24,995	$	—		$	445,777
Sales to unaffiliated customers—export		42,112		—		26,860		—			68,972
Total	$	459,273	$	3,621	$	51,855	$	—		$	514,749
Long-lived assets	$	541,984	$	48,831	$	7,749	$	(126,031	)	$	472,533

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The information for each of our geographic regions included sales to each of the three major customers in 2011 that each exceed 10% of total net sales. Sales to those customers are as follows:

Successor:	Year Ended				Period from February 26 to December 31,
	2011				2010
	Amount		% of Sales		Amount		% of Sales
Customer one	$	165,351	17.7	%	$	104,732	18.0	%
Customer two		155,256	16.6	%	86,838		14.9	%
Customer three		107,229	11.4	%	67,792		11.6	%
	$	427,836	45.7	%	$	259,362	44.5	%

Predecessor:	Period from January 1 to February 26,				Years Ended
	2010				2009
	Amount		% of Sales		Amount		% of Sales
Customer one	$	20,248	22.1	%	$	103,334	20.1	%
Customer two	14,996		16.4	%	85,580		16.6	%
Customer three	10,267		11.2	%	65,695		12.8	%
	$	45,511	49.7	%	$	254,609	49.5	%

Sales by product grouping are as follows:

Successor:	Year Ended				Period from February 26 to December 31,
	2011				2010
	Amount		% of Sales		Amount		% of Sales
Wheels	$	406,587	43.4	%	$	247,673	42.5	%
Wheel-end components and assemblies		251,113	26.8	%	175,352		30.1	%
Truck body and chassis parts		131,558	14.1	%	68,790		11.8	%
Ductile and gray iron castings		146,837	15.7	%	90,492		15.6	%
	$	936,095	100	%	$	582,307	100	%

Predecessor:	Period from January 1 to February 26,				Year Ended
	2010				2009
	Amount		% of Sales		Amount		% of Sales
Wheels	$	38,379	41.9	%	$	238,745	46.4	%
Wheel-end components and assemblies	29,804		32.5	%	153,713		29.8	%
Truck body and chassis parts	12,022		13.1	%	72,462		14.1	%
Ductile and gray iron castings	11,442		12.5	%	49,829		9.7	%
	$	91,647	100	%	$	514,749	100.0	%

Note 13 – Financial Instruments

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

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The hierarchy consists of three levels:

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

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 debt at December 31, 2011 and 2010 was $320.5 million and $335.6 million, respectively.  The carrying amounts and related estimated fair values for our remaining financial instruments as of December 31, 2011 and 2010 are as follows:

			Fair Value
As of December 31, 2011	Carrying Amount		Level 1		Level 2	Level 3
Liabilities
Postpetition common stock warrants	$	—	$	—

			Fair Value
As of December 31, 2010	Carrying Amount		Level 1		Level 2	Level 3
Liabilities
Postpetition common stock warrants	$	3,971	$	3,971

At December 31, 2010, our warrants were included as a component of other non current liabilities, respectively.

Fair values relating to derivative financial instruments reflect the estimated amounts that we would receive or pay to terminate the contracts at the reporting date based on quoted market prices of comparable contracts as of the balance sheet date.

The following table summarizes changes in fair value of our Level 3 assets and (liabilities) for the periods ended January 1, 2010 to February 26, 2010 and February 26, 2010 to December 31, 2010. There were no Level 3 assets or liabilities for the period ending December 31, 2011:

	Marketable Securities		Prepetition Common Stock Warrants			Postpetition Common Stock Warrants			Conversion Option within our Convertible Notes
Balance at January 1, 2010	$	—	$	(76	)		—			—
Net settlements		—		76			—			—
Issuance of securities		—		—		$	6,618		$	170,989
Balance at February 26, 2010	$	—	$	—		$	6,618		$	170,989
Transfer out of level 3 hierarchy		—		—			(6,618	)		—
Gain		—		—			—			(75,574	)
Net settlements upon conversion		—		—			—			(95,415	)
Balance at December 31, 2010	$	—	$	—		$	—		$	—

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Note 14 – Quarterly Data (unaudited)

The following table sets forth certain quarterly income statement information for the year ended December 31, 2011 and for the period February 26, 2010 to December 31, 2010, the period January 1, 2010 to February 26, 2010:

Successor:	2011
		Q1			Q2			Q3			Q4		Total
	(Dollars in thousands, except per share data)
Net sales	$	210,895		$	241,872		$	240,829		$	242,499		$	936,095
Cost of goods sold		193,605			219,428			221,591			220,660			855,284
Gross profit		17,290			22,444			19,238			21,839			80,811
Operating expenses		15,849			13,984			14,747			12,319			56,899
Income from operations		1,441			8,460			4,491			9,520			23,912
Interest expense, net		(8,340	)		(8,400	)		(8,824	)		(8,533	)		(34,097	)
Other income, net		2,163			233			809			391			3,596
Income tax provision (benefit)		499			(107	)		10,032			(2,663	)		7,761
Income (loss) from continuing operations		(5,235	)		400			(13,556	)		4,041			(14,350	)
Discontinued operations, net of tax		74			877			(3,664	)		32			(2,681	)
Net income (loss)		(5,161	)		1,277			(17,220	)		4,073			(17,031	)
Basic income (loss) per share
Continuing operations	$	(0.11	)	$	0.01		$	(0.28	)	$	0.09		$	(0.30	)
Discontinued operations		0.00			0.02			(0.08	)		0.00			(0.06	)
Total	$	(0.11	)	$	0.03		$	(0.36	)	$	0.09		$	(0.36	)
Diluted income (loss) per share
Continuing operations	$	(0.11	)	$	0.01		$	(0.28	)	$	0.09		$	(0.30	)
Discontinued operations		0.00			0.02			(0.08	)		0.00			(0.06	)
Total	$	(0.11	)	$	0.03		$	(0.36	)	$	0.09		$	(0.36	)

Successor:	2010
	Period from February 26 to March 31				Q2			Q3			Q4		Total
	(Dollars in thousands, except per share data)
Net sales	$	56,874		$	171,618		$	178,095		$	175,720		$	582,307
Cost of goods sold		52,714			161,277			163,657			164,211			541,859
Gross profit		4,160			10,341			14,438			11,509			40,448
Operating expenses		3,640			18,274			12,958			19,275			54,147
Income (loss) from operations		520			(7,933	)		1,480			(7,766	)		(13,699	)
Interest expense, net		(3,493	)		(10,237	)		(10,722	)		(8,998	)		(33,450	)
Gain (loss) on mark to market valuation of convertible debt		(50,601	)		19,397			36,827			69,951			75,574
Inducement expense		—			—			—			(166,691	)		(166,691	)
Other income (loss), net		(326	)		2,267			2,647			(2,013	)		2,575
Income tax provision (benefit)		(429	)		(751	)		2,569			(3,596	)		(2,207	)
Income (loss) from continuing operations		(53,471	)		4,245			27,663			(111,921	)		(133,484	)
Discontinued operations, net of tax		443			2,265			3,188			1,056			6,952
Net income (loss)		(53,028	)		6,510			30,851			(110,865	)		(126,532	)
Basic income (loss) per share
Continuing operations	$	(4.23	)	$	0.14		$	0.88		$	(4.51	)	$	(8.52	)
Discontinued operations		0.03			0.07			0.10			0.04			0.45
Total	$	(4.20	)	$	0.21		$	0.98		$	(4.47	)	$	(8.07	)
Diluted loss per share
Continuing operations	$	(4.23	)	$	(0.39	)	$	(0.18	)	$	(4.51	)	$	(8.52	)
Discontinued operations		0.03			0.07			0.10			0.04			0.45
Total	$	(4.20	)	$	(0.32	)	$	(0.08	)	$	(4.47	)	$	(8.07	)

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Predecessor:
(Dollars in thousands, except per share data)	Period from January 1 to February 26, 2010
Net sales	$	91,647
Cost of goods sold	89,397
Gross profit	2,250
Operating expenses	6,479
Loss from operations	(4,229		)
Interest expense, net	(7,496		)
Other income, net	566
Reorganization income	59,311
Income tax benefit	(1,931		)
Income from continuing operations	50,083
Discontinued operations, net of tax	719
Net income	50,802
Basic income per share
Continuing operations	$	1.05
Discontinued operations	0.02
Total	$	1.07
Diluted income per share
Continuing operations	$	1.05
Discontinued operations	0.02
Total	$	1.07

Note 15 – Valuation and Qualifying Accounts

The following table summarizes the changes in our valuation and qualifying accounts:

	Balance at Beginning of Year		Charges (credits) to Cost and Expenses			Recoveries			Write-Offs			Balance at end of Year
Reserves in accounts receivable:
December 31, 2009		1,743		2,152			(106	)		(1,460	)		2,329
December 31, 2010		2,329		(72	)		(36	)		(581	)		1,640
December 31, 2011		1,640		618			22			(1,604	)		676

Note 16 - 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 December 31, 2011, 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

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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.

As of December 31, 2011, we had approximately 3,280 employees, of which 629 were salaried employees with the remainder paid hourly. Unions represent approximately 1,896 of our employees, which is approximately 58% 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. In 2011, we successfully completed negotiations at our Monterrey and Brillion Iron Works facilities and extended the labor contract at our Elkhart, Indiana facility through April 2013. The 2012 negotiations in Monterrey were successfully completed prior to the expiration of our union contract.  In 2012, we extended the labor contract at our London, Ontario facility through March 15, 2013.

Note 17 – Product Warranties

The Company provides product warranties in conjunction with certain product sales. Generally, sales are accompanied by a 1- to 5-year standard warranty. These warranties cover factors such as non-conformance to specifications and defects in material and workmanship.

Estimated standard warranty costs are recorded in the period in which the related product sales occur. The warranty liability recorded at each balance sheet date in other current liabilities reflects the estimated number of months of warranty coverage outstanding for products delivered times the average of historical monthly warranty payments, as well as additional amounts for certain major warranty issues that exceed a normal claims level. We have an ongoing product recall campaign related to automatic slack adjusters manufactured by our Gunite business unit, and recognized a charge of $2.3 million and $0.7 million in 2010 and 2011, respectively, as a component of operating expenses.  During 2011, our Gunite business unit experienced a brake drum quality issue and we recognized charges of $2.5 million as a component of operating expenses to contain the issue and protect our customers.

The following table summarizes product warranty activity recorded for year ended December 31, 2011, for the period February 26, 2010 to December 31, 2010, for the period January 1, 2010 to February 26, 2010 and for the year ended December 31, 2009:

	Successor						Predecessor
	Year Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,			Year Ended December 31,
	2011			2010			2010			2009
Balance—beginning of period	$	3,701		$	1,035		$	1,054		$	998
Provision for new warranties		4,047			3,400			90			265
Payments		(5,752	)		(471	)		(109	)		(209	)
Sale of certain assets and liabilities		(1,199	)		(263	)		—			—
Balance—end of period	$	797		$	3,701		$	1,035		$	1,054

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Note 18—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

	Successor December 31, 2011
(in thousands)	Parent		Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations			Total
ASSETS
Cash and cash equivalents	$	51,578	$	(2,770	)	$	8,107		—		$	56,915
Accounts and other receivables, net		36,736		100,097			12,099	$	(50,857	)		98,075
Inventories		26,655		39,555			6,617		—			72,827
Other current assets		4,441		5,771			2,120		—			12,332
Total current assets		119,410		142,653			28,943		(50,857	)		240,149
Property, plant, and equipment, net		73,765		150,900			46,897		—			271,562
Goodwill		96,283		67,253			—		—			163,536
Intangible assets, net		139,384		41,965			—		—			181,349
Investments in and advances to subsidiaries and affiliates		281,552		—			—		(281,552	)		—
Other non-current assets		9,880		8,883			1,649		(8,146	)		12,266
TOTAL	$	720,274	$	411,654		$	77,489	$	(340,555	)	$	868,862
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	17,615	$	52,938		$	9,708		—		$	80,261
Accrued payroll and compensation		3,079		9,167			4,220		—			16,466
Accrued interest payable		12,503		—			—		—			12,503
Accrued and other liabilities		52,932		13,542			3,642	$	(50,857	)		19,259
Total current liabilities		86,129		75,647			17,570		(50,857	)		128,489
Long term debt		323,082		—			—		—			323,082
Deferred and non-current income taxes		37,045		—			—		(8,146	)		28,899
Other non-current liabilities		16,635		91,447			22,927		—			131,009
Stockholders’ equity		257,383		244,560			36,992		(281,552	)		257,383
TOTAL	$	720,274	$	411,654		$	77,489	$	(340,555	)	$	868,862

	Successor December 31, 2010
(in thousands)	Parent		Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations			Total
ASSETS
Cash and cash equivalents	$	75,114	$	(2,000	)	$	5,352		—		$	78,466
Accounts and other receivables, net		25,382		104,985			39,886	$	(94,551	)		75,702
Inventories		18,791		26,521			10,506		—			55,818
Other current assets		3,546		7,035			7,937		—			18,518
Total current assets		122,833		136,541			63,681		(94,551	)		228,504
Property, plant, and equipment, net		45,909		121,990			73,153		—			241,052
Goodwill		97,127		67,253			13,192		—			177,572
Intangible assets, net		143,728		44,579			24,349		—			212,656
Investments in and advances to subsidiaries and affiliates		349,793		—			—		(349,793	)		—
Other non-current assets		10,977		7,379			1,647		(5,737	)		14,266
TOTAL	$	770,367	$	377,742		$	176,022	$	(450,081	)	$	874,050
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	9,562	$	34,494		$	11,268		—		$	55,324
Accrued payroll and compensation		3,683		6,841			6,796		—			17,320
Accrued interest payable		12,682		—			—		—			12,682
Accrued and other liabilities		97,369		17,373			7,003	$	(94,551	)		27,194
Total current liabilities		123,296		58,708			25,067		(94,551	)		112,520
Long term debt		302,031		—			—		—			302,031
Deferred and non-current income taxes		26,664		—			19,693		(5,737	)		40,620
Other non-current liabilities		20,277		80,093			20,410		—			120,780
Stockholders’ equity		298,099		238,941			110,852		(349,793	)		298,099
TOTAL	$	770,367	$	377,742		$	176,022	$	(450,081	)	$	874,050

94

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

	Successor Year ended December 31, 2011
(in thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	432,994		$	520,139		$	147,236		$	(164,274	)	$	936,095
Cost of goods sold		374,807			506,611			138,140			(164,274	)		855,284
Gross profit		58,187			13,528			9,096			—			80,811
Operating expenses		46,748			9,811			340			—			56,899
Income from operations		11,439			3,717			8,756			—			23,912
Other income (expense):
Interest expense, net		(33,475	)		(1,718	)		1,096			—			(34,097	)
Equity in earnings of subsidiaries		(27,734	)		—			—			27,734			—
Other income (expense), net		37,788			3,267			(37,459	)		—			3,596
Income (loss) before income taxes from continuing operations		(11,982	)		5,266			(27,607	)		27,734			(6,589	)
Income tax  provision		5,049			—			2,712			—			7,761
Income (loss) from continuing operations		(17,031	)		5,266			(30,319	)		27,734			(14,350	)
Discontinued operations, net of tax		—			—			(2,681	)		—			(2,681	)
Net income (loss)	$	(17,031	)	$	5,266		$	(33,000	)	$	27,734		$	(17,031	)

	Successor Period from February 26 to December 31, 2010
(in thousands)	Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	292,041		$	297,343	$	96,808		$	(103,885	)	$	582,307
Cost of goods sold		275,553			280,005		90,186			(103,885	)		541,859
Gross profit		16,488			17,338		6,622			—			40,448
Operating expenses		46,909			7,005		233			—			54,147
Income (loss) from operations		(30,421	)		10,333		6,389			—			(13,699	)
Other income expense:
Interest expense, net		(33,030	)		2,412		(2,832	)		—			(33,450	)
Equity in earnings of subsidiaries		21,581			—		—			(21,581	)		—
Other income (expense), net		(87,925	)		516		(1,133	)		—			(88,542	)
Income (loss) before income taxes from continuing operations		(129,795	)		13,261		2,424			(21,581	)		(135,691	)
Income tax provision (benefit)		(3,263	)		—		1,056			—			(2,207	)
Income (loss) from continuing operations		(126,532	)		13,261		1,368			(21,581	)		(133,484	)
Discontinued operations, net of tax		—			—		6,952			—			6,952
Net income (loss)	$	(126,532	)	$	13,261	$	8,320		$	(21,581	)	$	(126,532	)

95

	Predecessor Period from January 1 to February 26, 2010
(in thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	47,044		$	45,412		$	14,011		$	(14,820	)	$	91,647
Cost of goods sold		44,827			45,072			14,318			(14,820	)		89,397
Gross profit (loss)		2,217			340			(307	)		—			2,250
Operating expenses		5,327			1,121			31			—			6,479
Loss from operations		(3,110	)		(781	)		(338	)		—			(4,229	)
Other income (expense):
Interest expense, net		(6,804	)		515			(1,207	)		—			(7,496	)
Equity in earnings of subsidiaries		(1,096	)		—			—			1,096			—
Other income (expense), net		547			49			(30	)		—			566
Income (loss) before reorganization items and income taxes from continuing operations		(10,463	)		(217	)		(1,575	)		1,096			(11,159	)
Reorganization expense (income)		(59,334	)		—			23			—			(59,311	)
Income tax benefit		(1,931	)		—			—			—			(1,931	)
Income (loss) from continuing operations		50,802			(217	)		(1,598	)		1,096			50,083
Discontinued operations, net of tax		—			—			719			—			719
Net income (loss)	$	50,802		$	(217	)	$	(879	)	$	1,096		$	50,802

	Predecessor Year ended December 31, 2009
(in thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	271,005		$	254,183		$	90,009		$	(100,448	)	$	514,749
Cost of goods sold		262,748			273,249			86,284			(100,448	)		521,833
Gross profit (loss)		8,257			(19,066	)		3,725			—			(7,084	)
Operating expenses		29,330			6,468			565			—			36,363
Impairment of other intangibles		—			2,830			—			—			2,830
Prepetition fees		17,015			—			—			—			17,015
Income (loss) from operations		(38,088	)		(28,364	)		3,160			—			(63,292	)
Other income (expense):
Interest expense, net		(56,993	)		3,228			(5,988	)		—			(59,753	)
Loss on extinguishment of debt		(5,389	)		—			—			—			(5,389	)
Equity in earnings of subsidiaries		(22,968	)		—			—			22,968			—
Other income (expense), net		(1,471	)		252			8,107			—			6,888
Income (loss) before reorganization items and income taxes from continuing operations		(124,909	)		(24,884	)		5,279			22,968			(121,546	)
Reorganization expense (income)		14,379			—			—			—			14,379
Income tax provision		824			—			1,552			—			2,376
Income (loss) from continuing operations		(140,112	)		(24,884	)		3,727			22,968			(138,301	)
Discontinued operations, net of tax		—			—			(1,811	)		—			(1,811	)
Net income (loss)	$	(140,112	)	$	(24,884	)	$	1,916		$	22,968		$	(140,112	)

96

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Successor Year ended December 31, 2011
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(17,031	)	$	5,266		$	(33,000	)	$	27,734		$	(17,031	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		10,717			21,162			7,039			—			38,918
Amortization – deferred financing costs		2,759			—			—			—			2,759
Amortization – other intangible assets		8,767			2,614			979			—			12,360
(Gain) loss on disposal of assets		(11,461	)		(922	)		12,827			—			444
Deferred income taxes		4,842			—			(548	)		—			4,294
Non-cash stock-based compensation		2,397			—			—			—			2,397
Equity in earnings of subsidiaries and affiliates		27,734			—			—			(27,734	)		—
Non-cash change in warrant liability		(3,971	)		—			—			—			(3,971	)
Change in other operating items		(35,793	)		16,894			(22,808	)		—			(41,707	)
Net cash provided by (used in) operating activities		(11,040	)		45,014			(35,511	)		—			(1,537	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(10,115	)		(45,784	)		(2,472	)		—			(58,371	)
Other		(22,381	)		—			40,738			—			18,357
Net cash provided by (used in) investing activities		(32,496	)		(45,784	)		38,266			—			(40,014	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in revolving credit advance		20,000			—			—			—			20,000
Net cash provided by financing activities		20,000			—			—			—			20,000
Increase (decrease) in cash and cash equivalents		(23,536	)		(770	)		2,755			—			(21,551	)
Cash and cash equivalents, beginning of period		75,114			(2,000	)		5,352			—			78,466
Cash and cash equivalents, end of period	$	51,578		$	(2,770	)	$	8,107		$	—		$	56,915

	Successor Period from February 26 to December 31, 2010
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(126,532	)	$	13,261		$	8,320		$	(21,581	)	$	(126,532	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		7,026			19,539			8,738			—			35,303
Amortization – deferred financing costs		1,148			—			—			—			1,148
Amortization – other intangible assets		5,572			1,721			1,163			—			8,456
Loss on disposal of assets		16			36			158			—			210
Deferred income taxes		(2,929	)		—			4,228			—			1,299
Paid-in-kind interest		6,863			—			—			—			6,863
Non-cash stock-based compensation		1,101			—			—			—			1,101
Equity in earnings of subsidiaries and affiliates		(21,581	)		—			—			21,581			—
Non-cash change in market valuation - convertible notes		(75,574	)		—			—			—			(75,574	)
Non-cash change in warrant liability		(2,648	)		—			—			—			(2,648	)
Non-cash inducement expense		166,691			—			—			—			166,691
Change in other operating items		20,449			(21,527	)		(4,829	)		—			(5,907	)
Net cash provided by (used in) operating activities		(20,398	)		13,030			17,778			—			10,410
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(2,110	)		(11,889	)		(2,329	)		—			(16,328	)
Other		13,027			311			9,075			—			22,413
Net cash provided by (used in) investing activities		10,917			(11,578	)		6,746			—			6,085
CASH FLOWS FROM FINANCING ACTIVITIES:
Other		3,624			—			(22,000	)		—			(18,376	)
Net cash provided by (used in) financing activities		3,624			—			(22,000	)		—			(18,376	)
Increase (decrease) in cash and cash equivalents		(5,857	)		1,452			2,524			—			(1,881	)
Cash and cash equivalents, beginning of period		80,971			(3,452	)		2,828			—			80,347
Cash and cash equivalents, end of period	$	75,114		$	(2,000	)	$	5,352		$	—		$	78,466

97

	Predecessor Period from January 1 to February 26, 2010
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	50,802		$	(217	)	$	(879	)	$	1,096		$	50,802
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		1,205			4,164			1,342			—			6,711
Amortization – deferred financing costs		690			—			4			—			694
Amortization – other intangible assets		31			614			176			—			821
Reorganization items		(59,334	)		—			23			—			(59,311	)
Payments on reorganization items		(12,164	)		—			—			—			(12,164	)
Paid-in-kind interest		1,769			—			—			—			1,769
Loss (gain) on disposal of assets		2			—			1			—			3
Equity in earnings of subsidiaries and affiliates		1,096			—			—			(1,096	)		—
Deferred income taxes		(1,957	)		—			397			—			(1,560	)
Change in other operating items		(625	)		(5,356	)		(2,557	)		—			(8,538	)
Net cash used in operating activities		(18,485	)		(795	)		(1,493	)		—			(20,773	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(60	)		(1,338	)		(59	)		—			(1,457	)
Other		(600	)		45			—			—			(555	)
Net cash used in investing activities		(660	)		(1,293	)		(59	)		—			(2,012	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from debt issuance		46,611			—			—			—			46,611
Net cash provided by financing activities		46,611			—			—			—			46,611
Increase (decrease) in cash and cash equivalents		27,466			(2,088	)		(1,552	)		—			23,826
Cash and cash equivalents, beginning of year		53,505			(1,364	)		4,380			—			56,521
Cash and cash equivalents, end of period	$	80,971		$	(3,452	)	$	2,828		$	—		$	80,347

98

	Predecessor Year ended December 31, 2009
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(140,112	)	$	(24,884	)	$	1,916		$	22,968		$	(140,112	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		8,230			30,733			8,450			—			47,413
Amortization – deferred financing costs		4,526			—			31			—			4,557
Amortization – other intangible assets		187			3,684			1,051			—			4,922
Loss on extinguishment of debt		5,389			—			—			—			5,389
Change in warrant liability		(594	)		—			—			—			(594	)
Paid-in-kind interest		9,421			—			—			—			9,421
Loss (gain) on disposal of assets		(275	)		287			293			—			305
Loss on sale of marketable securities		1,100			—			—			—			1,100
Provision for deferred income taxes		255			—			609			—			864
Equity in earnings of subsidiaries and affiliates		22,968			—			—			(22,968	)		—
Non-cash stock-based compensation		333			—			—			—			333
Impairments of other intangibles		—			2,830			500			—			3,330
Reorganization items		14,379			—			—			—			14,379
Payments on reorganization items		(5,559	)		—			—			—			(5,559	)
Change in other operating items		44,362			(802	)		(28,620	)		—			14,940
Net cash provided by (used in) operating activities		(35,390	)		11,848			(15,770	)		—			(39,312	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(6,976	)		(11,841	)		(1,547	)		—			(20,364	)
Other		(14,789	)		280			—			—			(14,509	)
Net cash used in investing activities		(21,765	)		(11,561	)		(1,547	)		—			(34,873	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in revolving credit advance		4,315			—			(8,000	)		—			(3,685	)
Debtor in possession borrowing		21,467			—			—			—			21,467
Other		(10,752	)		—			—			—			(10,752	)
Net cash provided by (used in) financing activities		15,030			—			(8,000	)		—			7,030
Decrease in cash and cash equivalents		(42,125	)		287			(25,317	)		—			(67,155	)
Cash and cash equivalents, beginning of year		95,630			(1,651	)		29,697			—			123,676
Cash and cash equivalents, end of period	$	53,505		$	(1,364	)	$	4,380		$	—		$	56,521

Note 19—Subsequent Events

On February 7, 2012, Accuride entered into an asset-based loan (ABL) incremental commitment agreement, to which lenders agreed to provide $25.0 million in aggregate incremental commitments under the Company’s existing secured ABL credit agreement dated July 29, 2010.  The new agreement materially improves the Company’s total liquidity.

On February 10, 2012, the Company entered into a capital lease agreement for the lease of equipment to be used in the production of wheel-end components by our Gunite business unit.  The agreement provides financing in the amount of $15.0 million to Gunite for certain equipment, which is expected to be installed beginning in the second quarter of 2012.  In connection with the lease agreement, the Company was reimbursed for payments previously made to the manufacturer of the equipment of $7.9 million.

99

EX-10.5

Exhibit 10.5

TIER I

[RETYPE ON ACCURIDE STATIONERY AND DATE]

____________ __, 2012

__________________________

__________________________

__________________________

__________________________

Re:           Severance and Retention Agreement

Dear __________:

Our Board of Directors believes that it is in the best interests of Accuride Corporation (“Accuride”) and its shareholders to take appropriate steps to allay any concerns you may have about your future employment opportunities with Accuride and its “Affiliates” (as defined in Section 2(f)).  Accuride and its Affiliates are collectively referred to in this Agreement as the “Company.”  As a result, the Board has decided to offer to you the special package of benefits described below.

Please bear in mind that these benefits are being offered only to a few selected employees and we accordingly ask that you refrain from discussing this special program with others.  Please note that the special benefits package described below will only be effective if you sign the extra copy of this Severance and Retention Agreement (the “Agreement”) which is enclosed and return it to me on or before _______________.  This Agreement supersedes any other severance or change in control agreements entered into previously by you and Accuride or any Affiliate, whether written or oral (including but not limited to the Severance and Retention Agreement dated ________________.

1.TERM OF AGREEMENT.

This Agreement is effective immediately and will continue in effect until _________________Term for additional terms commencing on each January 1, and ending on the next following December 31 (a “Renewal Term”), unless either party serves notice on the other of its desire not to renew this Agreement or of its desire to modify this Agreement.  Such notice must comply with Section 11 and be given at least six months before the end of the Initial Term or the applicable Renewal Term.  If a Change in Control occurs during the Initial Term or any Renewal Term, the scheduled expiration date of the Initial Term or Renewal Term, as the case may be, shall be extended for a term ending on the 18-month anniversary of the Change in Control.  The expiration of the term of this Agreement will not reduce or diminish any liabilities that have accrued prior to the expiration.

1

2.BASIC SEVERANCE BENEFIT.

(a)Entitlement to Basic Severance Benefit.  The Basic Severance Benefit described below will be payable to you if you terminate your employment with the Company for “Good Reason” (as defined in Section 6) either prior to the commencement of the “Protection Period” (as defined in Section 2(d)) or following the close of the Protection Period.  The Basic Severance Benefit also will be payable to you if prior to the commencement of the Protection Period or following the close of the Protection Period, the Company terminates your employment without “Cause” (as defined in Section 7).  If your employment is terminated by the Company for Cause, by your voluntary termination without Good Reason, or by your death or “Disability” (as defined in Section 11(d)), no Basic Severance Benefit shall be payable under this Agreement either upon that termination or at any time thereafter (unless you are later reemployed and covered by a new agreement).

(b)Amount of Payments.  The Basic Severance Benefit will equal your annualized base salary at the rate in effect on the date of your termination of employment minus the sum of any other payments from the Company under any employment or other agreement, plan, program or policy in the nature of severance in respect of such termination, payable on or after the date of such termination.

(c)Timing of Payments.  Except as provided in Section 4, the Basic Severance Benefit will be paid in a single lump sum payment within five business days following the date on which the Release Agreement required pursuant to Section 8 becomes irrevocable.

(d)Protection Period.  For purposes of this Agreement, the term “Protection Period” shall mean the period beginning with the date on which a Change in Control occurs and ending 18 months after the Change in Control.

(e)Transfers to Affiliates.  In order to receive a Basic Severance Benefit, you must terminate employment with the “Company,” which, as noted above, refers collectively to Accuride and all of its Affiliates.  As a result, a transfer to an Affiliate will not be treated as a termination of employment for purposes of this Agreement.  For purposes of determining whether a transfer gives rise to Good Reason for your termination of employment, a transfer shall be treated the same as a reassignment within Accuride.

(f)“Affiliate” Defined.  For purposes of this Agreement, the term “Affiliate” shall mean (i) any member of a “controlled group of corporations” (within the meaning of Section 414(b) of the Internal Revenue Code of 1986 (the “Code”) as modified by Section 415(h) of the Code) that includes Accuride as a member of the group; and (ii) any member of a group of trades or businesses under common control (within the meaning of Section 414(c) of the Code as modified by Section 415(h) of the Code) that includes Accuride as a member of the group.

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3.CHANGE IN CONTROL BENEFITS.

(a)Entitlement to Change in Control Benefits.  If your employment with the Company is terminated by the Company without Cause during the Protection Period, you will receive the “Change in Control Benefits” described in this Section 3.  The Change in Control Benefits also will be payable if you terminate your employment for Good Reason during the Protection Period.

The Change in Control Benefits will not be payable if your employment is terminated for Cause, if you voluntarily terminate your employment without Good Reason, or if your employment is terminated by reason of your Disability or your death.  In addition, the Change in Control Benefits will not be payable if your employment is terminated by you or the Company for any or no reason prior to or following the Protection Period.

In addition, as noted in Section 2(e), a transfer to an Affiliate will not be treated as a termination of employment for purposes of this Agreement.

(b)Change in Control Severance Payment.  If you are entitled to receive Change in Control Benefits, you will receive a “Change in Control Severance Payment.”  The “Change in Control Severance Payment” is a lump sum payment equal to the sum of: (i) 300% of your annualized base salary as of the date on which a Change in Control occurs, plus (ii) 300% of the applicable bonus or incentive compensation paid or payable to you pursuant to the Accuride Incentive Compensation Plan.  The applicable bonus or incentive compensation amount used for purposes of clause (ii) in the preceding sentence shall be the greater of the following:  (i) the incentive compensation to which you would have been entitled if the year were to end on the day on which the Change in Control occurs, based upon an annualized figure determined using performance up to that date; or (ii) the average of the actual incentive compensation paid to you through the Accuride Incentive Compensation Plan during the three years preceding the year of your termination.  The Change in Control Severance Payment shall be reduced by the full amount of any payments to which you may be entitled due to your termination pursuant to any other Company severance policy, any agreement between you and the Company providing for severance, or applicable law.

Except as otherwise provided in Section 4, the Change in Control Severance Payment will be paid in one lump sum within five business days following the date on which the Release Agreement required pursuant to Section 8 becomes irrevocable.

(c)Equity Awards.  If you are entitled to receive Change in Control Benefits, you also may be entitled to receive a benefit pursuant to the Accuride Corporation 2010 Incentive Award Plan.  Refer to the Accuride Corporation 2010 Incentive Award Plan for more details regarding the impact of a Change in Control on awards made pursuant to that Plan.

(d)Welfare Benefits.  If you are entitled to receive Change in Control Benefits, the Company shall arrange to provide you, for an 18-month period following your termination of employment, with disability, accident, dental and group health insurance benefits substantially similar to those which you were receiving immediately prior to your termination.

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The cost to you of a particular type of benefit (e.g., dental insurance) shall be not more than the cost to you of that particular benefit immediately prior to your termination.  The Company may provide the health insurance benefit described under this Section by paying a portion of the premiums you are required to pay for continued health insurance coverage under the Company’s health insurance plan pursuant to COBRA.  The amount paid by the Company will be equal to the difference between the total COBRA premium and the amount you were required to pay for health insurance immediately prior to your termination.

Your right to receive continued health insurance benefits pursuant to COBRA shall commence upon the termination of your employment and shall not be extended by your rights under this Agreement.

Your right to receive all forms of welfare benefits described under this paragraph (d) shall terminate as soon as you become eligible to receive health care benefits, without exclusion for preexisting conditions, from any other employer.

(e)Outplacement Services.  If you are entitled to receive Change in Control Benefits, the Company will provide you with senior executive outplacement services.  The Company will select the firm to provide outplacement services.  The senior executive outplacement services shall be provided at a time, and on a schedule, designated by the Company.  Nevertheless, in no event will the senior outplacement services continue beyond December 31 of the second calendar year following the calendar year in which your Separation from Service occurs.

(f)Retirement and Savings Plan.  If you are entitled to receive Change in Control Benefits, the Company shall make a payment to you equal to 110% of the amount of any forfeitures that you experience as a result of your termination of employment under any of the Company’s pension or retirement contribution plans.  If you experience a forfeiture under the Accuride Retirement Plan, the amount of the Company’s payment shall be equal to 110% of your unvested “Cash Balance Account” (as defined in the Accuride Retirement Plan, as it may be amended from time to time).  The additional 10% payment provided for in this paragraph is to compensate you for the loss of the opportunity to defer taxes through a rollover of the forfeited amounts.  Except as otherwise provided in Section 4, the payment called for by this paragraph (h) shall be paid within 30 days following your termination of employment.

(g)No Allowance in Lieu of Benefits.  You may not elect to receive cash or any other allowance in lieu of any welfare benefits provided by this Section.

4.COMPLIANCE WITH SECTION 409A; REQUIRED DELAY IN PAYMENTS.

(a)409A Compliance Strategy.  The Company intends that the Basic Severance Benefit provided pursuant to Section 2 will comply with the short-term deferral exception to the requirements of Section 409A of the Code, as described in Treas. Reg. § 1.409A-1(b)(4).  The Company also intends that the Change in Control Severance Payment provided by Section 3(b) and the retirement and savings plan forfeiture payment provided by Section 3(f), (collectively the “Cash Change in Control Payments”) will comply with the

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short-term deferral exception.  In order to meet the requirements of the short-term deferral exception, despite any other provision of this Agreement to the contrary, the Basic Severance Benefit and all Cash Change in Control Payments due pursuant to this Agreement shall be paid at the times stated in Section 2 or Section 3 and in no event later than March 15 of the year following the year in which your Separation from Service occurs.  Payments may be delayed only in accordance with regulations issued pursuant to Section 409A.  The Company intends that the Welfare Benefits provided by Section 3(d) and the Outplacement Services provided by Section 3(e) will comply with the exception to Section 409A for reimbursements and certain other separation payments, as described in Treas. Reg. § 1.409A-1(b)(9)(v)(B).  The Company has concluded that the reimbursement payments the Company has agreed to make pursuant to Section 20 may be subject to the requirements of Section 409A.  To ensure that the payments under Section 20 comply with Section 409A, the payments are payable at a specified time or pursuant to a fixed schedule within the meaning of Treas. Reg. § 1.409A-3(i)(1)(iv).

(b)Delay in Payments.  Prior to making any payments pursuant to this Agreement, the Accuride Compensation Committee will determine, on the basis of any regulations, rulings or other available guidance and the advice of counsel, whether the short-term deferral exception, the separation pay exception or any other exception to the requirements of Section 409A is available.  If the Compensation Committee concludes that no exception is available, no payments will be made prior to your Separation from Service.  In addition, if you are a “Specified Employee” (as defined in paragraph (d)), and the Compensation Committee concludes that no exception to the requirements of Section 409A is available, no payments shall be made to you prior to the first business day following the date which is six months after your Separation from Service.  Any amounts that would have been paid during the six months following your Separation from Service will be paid on the first business day following the expiration of the six month period without interest thereon.  The provisions of this paragraph apply to all amounts due pursuant to this Agreement, other than amounts that do not constitute a deferral of compensation within the meaning of Treas. Reg. §1.409A-1(b) or other amounts or benefits that are not subject to the requirements of Section 409A.

(c)Separation from Service Defined.  For purposes of this Agreement, the term “Separation from Service” means (1) the termination of your employment with Accuride and all Affiliates due to death, retirement or other reasons, or (2) a permanent reduction in the level of bona fide services you provide to Accuride and all Affiliates to an amount that is no more than 20% of the average level of bona fide services you provided to Accuride and all Affiliates in the immediately preceding 36 months (or the entire time period during which you provided services to Accuride and all Affiliates if you have been providing such services for less than 36 months), with the level of bona fide service calculated in accordance with Treas. Reg. § 1.409A-1(h)(1)(ii).  Your employment relationship is treated as continuing while you are on military leave, sick leave, or other bona fide leave of absence (if the period of such leave does not exceed six months, or if longer, so long as your right to reemployment with Accuride or an Affiliate is provided either by statute or contract).  If your period of leave exceeds six months and your right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first day immediately following the expiration of such six month period.  Whether a termination of employment has occurred will be determined based on all of the facts and circumstances and in accordance with regulations issued by the United

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States Treasury Department pursuant to Section 409A of the Code if the Company concludes that Section 409A is applicable.

(d)Specified Employee Defined.  For purposes of this Agreement, the term “Specified Employee” means certain officers and highly compensated employees of the Company as defined in Treas. Reg. § 1.409A-1(i), and as determined in accordance with such procedures as may be adopted from time to time by Accuride.  The identification date for determining whether any employee is a Specified Employee during any calendar year shall be the September 1 preceding the commencement of such calendar year.

(e)Miscellaneous Payment Provisions.  If payment is not made, in whole or in part, due to a dispute between you and the Company, the payments shall be made in accordance with Treas. Reg. §1.409A-3(g), as applicable.

(f)Ban on Acceleration or Deferral.  Under no circumstances may the time or schedule of any payment made or benefit provided pursuant to this Agreement be accelerated or subject to a further deferral except as otherwise permitted or required pursuant to regulations and other guidance issued pursuant to Section 409A of the Code.

(g)No Elections.  You do not have any right to make any election regarding the time or form of any payment due under this Agreement.

(h)Compliant Operation and Interpretation.  This Agreement shall be operated in compliance with Section 409A or an exception thereto and each provision of this Agreement shall be interpreted, to the extent possible, to comply with Section 409A or to qualify for an exception thereto.

5.CHANGE IN CONTROL DEFINED.

“Change in Control” means and includes each of the following:

(a)A transaction or series of transactions (other than an offering of Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than Accuride, any of its Affiliates, an employee benefit plan maintained by Accuride or any of its Affiliates, or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Accuride) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of Accuride possessing more than 35% of the total combined voting power of Accuride’s securities outstanding immediately after such acquisition; or

(b)During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board of Directors together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with Accuride to effect a transaction described in paragraphs (a) or (c) of this Section 5) whose election by the Board of Directors or nomination for election by Accuride’s stockholders was approved by a vote of a majority of the directors then still in office who either were directors at

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the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c)The consummation by Accuride (whether directly involving Accuride or indirectly involving Accuride through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of Accuride’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i)Which results in Accuride’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of Accuride or the person that, as a result of the transaction, controls, directly or indirectly, Accuride or owns, directly or indirectly, all or substantially all of Accuride’s assets or otherwise succeeds to the business of Accuride (Accuride or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii)After which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 5(c)(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in Accuride prior to the consummation of the transaction; or

(d)Accuride’s stockholders approve a liquidation or dissolution of Accuride.

The Compensation Committee shall determine whether a Change in Control of Accuride has occurred under the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto.

6.GOOD REASON DEFINED.

(a)Definition of Good Reason.  For purposes of this Agreement, “Good Reason” means a termination of your employment with the Company following the occurrence of one or more of the following circumstances (without your prior express written consent):

(i)a material diminution in your total annual compensation;

(ii)a material diminution in your authority, duties or responsibilities;

(iii)a material change in the geographic location of your principal office; or

(iv)any other action or inaction that constitutes a material breach by the Company of this Agreement.

(b)Notice of Termination.  If you elect to terminate your employment for Good Reason, you must provide the Company with a Notice of Termination (in compliance with

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Section 11) which sets forth the existence of the Good Reason condition described in paragraphs (i) through (iv) above within 60 days of the initial existence of the condition.

(c)Opportunity to Cure.  Notwithstanding anything to the contrary, the existence of one of the circumstances described in paragraphs (i) through (iv) above will not constitute Good Reason if, within 30 days after you give the Company Notice of Termination which sets forth the existence of the Good Reason condition described in paragraphs (i) through (iv), the Company has fully corrected such condition.

7.CAUSE DEFINED.

For purposes of this Agreement, “Cause” shall mean (a) your continued willful failure, neglect or refusal to perform your duties with respect to the Company or its Affiliates which continues beyond ten days after a written demand for substantial performance is delivered to you by the Company; (b) conduct by you involving (i) dishonesty, fraud, or breach of trust in connection with your employment or (ii) conduct which would be a reasonable basis for an indictment for a felony or for a misdemeanor involving moral turpitude; (c) your willful and continued failure or refusal to follow material directions of the Board or any other act of insubordination by you; or (d) willful malfeasance or willful misconduct by you which is injurious to the Company, monetarily or otherwise.

8.RELEASE AGREEMENT.

In order to receive the Basic Severance Benefit or any Change in Control Benefits, you must execute, a release of any known or unknown claims that you may have against the Company within 60 days following your Separation from Service.  The release shall be in a form reasonably requested by the Company.  If you are not yet 40 years old on the date on which the Release Agreement must be signed, you will be given 21 days to consider whether to sign the Release Agreement. If you are 40 or over, in accordance with federal law, you will be given 21 or 45 days, depending on the circumstances, to consider whether to sign the Release Agreement.  In any event, you may revoke the Release Agreement during the seven day period following your delivery of a signed Release Agreement.  These rules will be described in greater detail at the appropriate time.  If you fail to sign the Release Agreement within the prescribed time period, or if you revoke the Release Agreement, you will not be entitled to receive any Basic Severance Benefit or any Change in Control Benefits.  The Release Agreement to which this Section 8 refers will be provided to you on your termination date and in no event later than ten days following your termination date.  Notwithstanding anything in this Agreement to the contrary, if the 60-day period described in the first sentence spans two calendar years, the Basic Severance Benefit or the Change in Control Severance Payment shall be paid in the second calendar year.

9.COMPETITION.

(a)Covenant Not to Compete.  If you terminate employment with the Company or if your employment is terminated by the Company and then you compete with the Company, the Company may suffer irreparable harm and damage.  Accordingly, you agree that,

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unless you receive the express prior written consent of the Company, you will not be employed as an owner, partner, employee, consultant, or in any other capacity by, and you will not become a shareholder in, a seller, distributor or manufacturer of commercial vehicle components or otherwise compete with the Company, directly or indirectly, during the “Restriction Period” in the “Restricted Area.”

(b)Restricted Area.  For this purpose, the “Restricted Area” means the United States of America.  If a court of competent jurisdiction determines that the United States of America is a larger area than necessary to protect the Company’s business interests, the parties agree that the Restricted Area will be the largest of the following areas that the court determines to be reasonable:  the United States of America east of the Mississippi River; all states in which you performed services while employed by the Company; the State of Indiana; the County of Vanderburgh; or the City of Evansville.

(c)Restriction Period.  For this purpose, the “Restriction Period” begins on the effective date of your termination of employment for whatever reason and ends at the end of the 24th month thereafter, or if a court of competent jurisdiction concludes that 24 months is longer than necessary to protect the Company’s business interests, then the parties agree that the restriction period will end at the end of the longest of the following number of months that the court determines to be reasonable:  23, 22, 21, 20, 19, 18, 17, 16, 15, 14, 13, 12, 11, 10, 9, 8, 7, 6, 5, 4, or 3.

(d)Competition.  You will be considered to be competing with the Company if you are performing any services in the commercial vehicle component industry of the type and nature that are required to be performed by or for the Company.  You will not be considered to be competing with the Company for purposes of this Section 9 if you acquire stock representing less than 1% of the outstanding stock of any publicly traded corporation.

(e)Non-Solicitation Covenants.  For a period of two years from the date of the termination of this Agreement and your employment with the Company, or, if a court determines that two years is unreasonable, one year from the date of the termination of this Agreement and your employment with the Company, you agree that you will not (directly or indirectly through others):  (i) contact, solicit, contract with, or attempt to contract with any entity engaged in the commercial vehicle component industry with which the Company has contracts at the time of the termination of this Agreement, or (ii) solicit or attempt to solicit away from the Company any officer, employee or agent of the Company.

(f)Reformation of Covenants.  The parties agree that the scope of any provision of this Section may be modified by a judge in any proceeding to enforce this Agreement, so that such provision can be enforced to the maximum extent permitted by law.  If any court of competent jurisdiction determines that any portion of this Section is invalid or unenforceable, the remainder of this Section will not thereby be affected and will be given full effect, without regard to invalid portions.

(g)Breach of Covenants.  If you breach the covenant not to compete contained in paragraph (a) or the non-solicitation covenant contained in paragraph (e), you agree that in addition to (and without limiting) any other remedy or right the Company may have:

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(i) the Company will have the right to an injunction against you issued by a court of competent jurisdiction enjoining such breach; and (ii) if you are to receive any payments or benefits pursuant to Sections 2 or 3 or any other provision of this Agreement in the future, the Company has the right to forfeit any future benefits to which you are entitled to compensate the Company for injury by reason of such breach.  You and the Company agree that the foregoing remedies are reasonable and necessary for the protection of the Company’s goodwill and recognize that in the event of a breach of the foregoing restrictions, it will be impossible to ascertain or estimate the entire or exact cost, damage or injury that the Company may sustain by reason of such breach.

10.CAP ON PAYMENTS.

(a)General Rules.  The Code places significant tax burdens on you and the Company if the total payments made to you due to a Change in Control exceed prescribed limits.  For example, if your “Base Period Income” (as defined below) is $500,000, your limit or “Cap” is $1,499,999.  If your “Basic Payments” exceed the Cap by even $1.00, you are subject to an excise tax under Section 4999 of the Code of 20% of all amounts paid to you in excess of $500,000.  In other words, if your Cap is $1,499,999, you will not be subject to an excise tax if you receive exactly $1,499,999.  If you receive $1,500,000, you will be subject to an excise tax of $200,000 (20% of $1,000,000).  In order to avoid this excise tax and the related adverse tax consequences for the Company, by signing this Agreement you agree that your Basic Payments will not exceed an amount equal to your Cap unless the exception described in paragraph (e), below, applies.

(b)Special Definitions.  For purposes of this Section, the following specialized terms will have the following meanings:

(i)“Base Period Income.”  “Base Period Income” is an amount equal to your “annualized includable compensation” for the “base period” as defined in Sections 280G(d)(1) and (2) of the Code and the regulations adopted thereunder.  Generally, your “annualized includable compensation” is the average of your annual taxable income from the Company for the “base period,” which is the five calendar years prior to the year in which the Change in Control occurs.  These concepts are complicated and technical and all of the rules set forth in the applicable regulations apply for purposes of this Agreement.

(ii)“Basic Payments.”  The “Basic Payments” include any “payments in the nature of compensation” (as defined in Section 280G of the Code and the regulations adopted thereunder), made pursuant to this Agreement or otherwise, to you or for your benefit, the receipt of which is contingent on a Change in Control and to which Section 280G of the Code applies.

(iii)“Cap” or “280G Cap.”  “Cap” or “280G Cap” shall mean an amount equal to 2.99 times your “Base Period Income.”  This is the maximum amount which you may receive without becoming subject to the excise tax imposed by Section 4999 of the Code or which the Company may pay without loss of deduction under Section 280G of the Code.

(c)Calculating the Cap.  If the Company believes that these rules will result in a reduction of the payments to which you are entitled under this Agreement, it will so notify

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you as soon as possible.  The Company will then, at its expense, retain a “Consultant” (which shall be a law firm, a certified public accounting firm, and/or a firm of recognized executive compensation consultants) to provide a determination concerning whether your Basic Payments exceed the limit discussed above (the “Determination”).  The Company will select the Consultant.

At a minimum, the Determination required by this Section must set forth the amount of your Base Period Income, the value of the Basic Payments and the amount and present value of any excess parachute payments.

If the Determination states that there would be an excess parachute payment, your Basic Payments will be reduced to the extent necessary to eliminate the excess.  In making such reduction, Accuride first will reduce the amount of your payments under this Agreement and, if necessary, any other payments to which you are entitled under any other arrangement that do not constitute “non-qualified deferred compensation” that is subject to Section 409A of the Code.  Accuride will reduce the amount of any Basic Payments payable to you that are subject to Section 409A of the Code only to the extent reductions in addition to those described in the preceding sentence are necessary to avoid an excess parachute payment.  If necessary, any Basic Payments which are subject to Section 409A of the Code shall be reduced proportionally to avoid an excess parachute payment.

If the Consultant selected to provide the Determination so requests, a firm of recognized executive compensation consultants selected by the Company (which may, but is not required to be, the Consultant) shall provide an opinion, upon which such Consultant may rely, as to the reasonableness of any item of compensation as reasonable compensation for services rendered before or after the Change in Control.

If the Company believes that your Basic Payments will exceed the limitations of this Section, it will nonetheless make payments to you, at the times stated above, in the maximum amount that it believes may be paid without exceeding such limitations.  The balance, if any, will then be paid after the opinions called for above have been received.

If the amount paid to you by the Company is ultimately determined, pursuant to the Determination or by the Internal Revenue Service, to have exceeded the limitation of this Section, you must repay the excess promptly on demand of the Company.  If it is ultimately determined, pursuant to the Determination or by the Internal Revenue Service, that a greater payment should have been made to you, the Company shall pay you the amount of the deficiency, together with interest thereon from the date such amount should have been paid to the date of such payment, at the rate set forth above, so that you will have received or be entitled to receive the maximum amount to which you are entitled under this Agreement.

As a general rule, the Determination shall be binding on you and the Company.  Section 280G and the excise tax rules of Section 4999, however, are complex and uncertain and, as a result, the Internal Revenue Service may disagree with the Consultant’s conclusions.  If the Internal Revenue Service determines that the Cap is actually lower than calculated by the Consultant, the Cap will be recalculated by the Consultant.  Any payment over that revised Cap will then be repaid by you to the Company.  If the Internal Revenue Service determines that the

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actual Cap exceeds the amount calculated by the Consultant, the Company shall pay you any shortage.

The Company has the right to challenge any determinations made by the Internal Revenue Service.  If the Company agrees to indemnify you from any taxes, interest and penalties that may be imposed upon you (including any taxes, interest and penalties on the amounts paid pursuant to the Company’s indemnification agreement), you must cooperate fully with the Company in connection with any such challenge.  The Company shall bear all costs associated with the challenge of any determination made by the Internal Revenue Service and the Company shall control all such challenges.

You must notify the Company in writing of any claim or determination by the Internal Revenue Service that, if upheld, would result in the payment of excise taxes.  Such notice shall be given as soon as possible but in no event later than 15 days following your receipt of notice of the Internal Revenue Service’s position.

(d)Effect of Repeal or Inapplicability.  In the event that the provisions of Sections 280G and 4999 of the Code are repealed without succession, this Section shall be of no further force or effect.  Moreover, if the provisions of Sections 280G and 4999 of the Code do not apply to impose the excise tax to payments under this Agreement, then the provisions of this Section shall not apply.

(e)Exception.  The Consultant selected pursuant to this Section will calculate your “Uncapped Benefit” and your “Capped Benefit.”  The limitations of paragraphs (a), (b) and (c) of this Section 10 will not apply to you and you will be entitled to receive the gross-up payments provided by paragraph (f), if your Uncapped Benefit is at least 120% of your Capped Benefit.  For this purpose, your “Uncapped Benefit” is the amount to which you will be entitled pursuant to Section 2 or Section 3, as applicable, without regard to the limitations of paragraphs (a), (b) and (c) of this Section 10.  Your “Capped Benefit” is the amount to which you will be entitled pursuant to Sections 2 or 3, as applicable, after the application of the limitations of paragraphs (a), (b) and (c) of this Section 10.

(f)Excise and Income Tax Gross-Up.  As provided in paragraph (e), if your Uncapped Benefit is at least 120% of your Capped Benefit, the Company will provide you with the special gross up payment called for by this paragraph (f).  The special gross up payment will equal the sum of (i) an amount equal to the total excise tax imposed on you (including the excise taxes on any excise tax reimbursements due pursuant to this paragraph and the excise taxes on any federal, state and local tax reimbursements due pursuant to the next clause); and (ii) an amount equal to the federal, state and local taxes imposed on you with respect to the excise tax reimbursements due to you pursuant to the preceding clause and the federal, state and local tax reimbursements due to you pursuant to this clause.  For purposes of determining the amount of the gross-up payment, you will be deemed to pay federal, state and local income taxes at your actual marginal rate of federal, state and local income taxation in the calendar year that the payment or benefit to which the excise tax relates is to be made or provided, net of the maximum reduction in federal income taxes that could be obtained by deducting such state and local taxes.  You shall be responsible for paying the actual taxes.  If the Company so requests, you shall provide to the Company within thirty days following receipt of such request by the Company, a

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copy of your state and federal income tax returns for the year in which you remit the excise tax described in this paragraph.  Your failure to provide your tax returns to the Company in accordance with the preceding sentence will result in your forfeiture of the gross-up payment, if any, to which you are entitled under this Section 10.  The gross up payments called for by this paragraph (f) shall be made on or before December 31 of the calendar year following the calendar year in which you remit the taxes referred to in this paragraph (f).

11.TERMINATION NOTICE AND PROCEDURE.

Any termination by the Company or you of your employment shall be communicated by written Notice of Termination to you if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by you, all in accordance with the following procedures:

(a)The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination.

(b)Any Notice of Termination by the Company shall be in writing signed by the President of the Company or a member of the Board who is not a Company employee, specifying in detail the basis for such termination.

(c)If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15 day period following your receipt of such notice, you may elect to continue your employment during such dispute.  If it is thereafter determined that Cause did exist, your “Termination Date” shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 19 or (ii) the date of your death.  If it is thereafter determined that Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice.

(d)If the Company shall furnish a Notice of Termination by reason of Disability and you in good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute.  The dispute relating to the existence of a Disability shall be resolved by the opinion of the licensed physician selected by the Company; provided, however, that if you do not accept the opinion of the licensed physician selected by the Company, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if the Company does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by the Company and you, respectively.  If it is thereafter determined that a Disability did exist, your Termination Date shall be the earlier of (i) the date on which the dispute is resolved or (ii) the date of your death.  If it is thereafter determined that a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice.  For purposes of this Agreement, “Disability” shall mean your

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inability to perform your customary duties for the Company due to a physical or mental condition that is considered to be of long-lasting or indefinite duration.

(e)If you in good faith furnish a Notice of Termination for Good Reason and the Company notifies you that a dispute exists concerning the termination within the 15-day period following the Company’s receipt of such notice, you may elect to continue your employment during such dispute.  If it is thereafter determined that Good Reason did exist, your Termination Date shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 19, (ii) the date of your death, or (iii) one day prior to the 18-month anniversary of a Change in Control, and your payments hereunder shall reflect events occurring after you delivered Notice of Termination.  If it is thereafter determined that Good Reason did not exist, your employment shall continue after such determination as if you had not delivered the Notice of Termination asserting Good Reason.

(f)If you submit a Notice of Termination for Good Reason, and the Company successfully contests the grounds you set forth in such Notice of Termination, at the Company’s discretion you may be deemed to have voluntarily terminated your employment other than for Good Reason regardless of whether you elect to continue employment pending resolution of the dispute regarding your Notice of Termination.

(g)If the Company submits a Notice of Termination for Cause, and you successfully contest the grounds set forth in such Notice of Termination, the Company will be deemed to have terminated you other than by reason of Disability or Cause if you do not elect to continue employment pending resolution of the dispute regarding your Notice of Termination.

(h)For purposes of this Agreement, a transfer from Accuride to one of its Affiliates or a transfer from an Affiliate to Accuride or another Affiliate shall not be treated as a termination of employment.  Such a transfer may, however, in certain circumstances, provide you with Good Reason to terminate employment pursuant to Section 6.

12.NO MITIGATION.

The Basic Severance Benefit, the Change in Control Benefits (except as otherwise provided in Section 3(d)) and the other payments or benefits provided pursuant to this Agreement will be payable without regard to whether you look for or obtain alternative employment following your termination of employment with the Company.

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13.SUCCESSORS.

Accuride will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Accuride or any of its Affiliates to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Accuride or any Affiliate would be required to perform it if no such succession had taken place.  Failure of Accuride to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to the compensation described in this Agreement to which you would be entitled hereunder as if you terminate your employment for Good Reason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Termination Date.  As used in this Agreement, “Accuride” shall mean Accuride as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

14.BINDING AGREEMENT; ASSIGNMENT.

This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.  Except as provided in the preceding sentence, no rights of any kind under this Agreement shall, without the written consent of Accuride, be transferable or assignable by you, your spouse, or any other person, or be subject to alienation, encumbrance, garnishment, attachment, execution, or levy of any kind, voluntary or involuntary.

15.NOTICE.

For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to Accuride shall be directed to the attention of the President of the Company or a member of the Board who is not a Company employee with a copy to the Secretary of Accuride, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

16.MISCELLANEOUS.

No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and the President of the Company or a member of the Board who is not a Company employee.  No waiver by either party hereto at any time of any breach by the other party hereto of, or

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compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law.  The obligations of the Company that arise prior to the expiration of this Agreement shall survive the expiration of the term of this Agreement.

17.VALIDITY.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

18.COUNTERPARTS.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

19.ALTERNATIVE DISPUTE RESOLUTION.

(a)Mediation.  Unless otherwise provided herein (such as in Sections 10 and 11(d)), any and all disputes arising under, pertaining to or touching upon this Agreement or the statutory rights or obligations of either party hereto, shall, if not settled by negotiation, be subject to non-binding mediation before an independent mediator selected by the parties pursuant to Section 19(d).  Notwithstanding the foregoing, both you and Accuride may seek preliminary judicial relief if such action is necessary to avoid irreparable damage during the pendency of the proceedings described in this Section 19.  Any demand for mediation shall be made in writing and served upon the other party to the dispute, by certified mail, return receipt requested, at the business address of Accuride, or at your last known residence address, respectively.  The demand shall set forth with reasonable specificity the basis of the dispute and the relief sought.  The mediation hearing will occur at a time and place convenient to the parties in Evansville, Indiana, within 30 days of the date of selection or appointment of the mediator.

(b)Arbitration.  In the event that the dispute is not settled through mediation, the parties shall then proceed to binding arbitration before a single independent arbitrator selected pursuant to Section 19(d).  The mediator shall not serve as arbitrator.  TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, ALL DISPUTES INVOLVING ALLEGED UNLAWFUL EMPLOYMENT DISCRIMINATION, BREACH OF CONTRACT OR POLICY, OR EMPLOYMENT TORT COMMITTED BY ACCURIDE OR A REPRESENTATIVE OF ACCURIDE, INCLUDING CLAIMS OF VIOLATIONS OF FEDERAL OR STATE DISCRIMINATION STATUTES OR PUBLIC POLICY, SHALL BE RESOLVED PURSUANT TO THIS POLICY AND THERE SHALL BE NO RECOURSE TO COURT, WITH OR WITHOUT A JURY TRIAL.  The arbitration hearing shall occur at a time and place convenient to the parties in Evansville, Indiana, within 30 days of selection or appointment of the arbitrator.  If Accuride has adopted a policy that is applicable to arbitrations

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with executives, the arbitration shall be conducted in accordance with said policy to the extent that the policy is consistent with this Agreement and the Federal Arbitration Act, 9 U.S.C. §§ 1-16.  If no such policy has been adopted, the arbitration shall be governed by the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”) in effect on the date of the first notice of demand for arbitration.  The arbitrator shall issue written findings of fact and conclusions of law, and an award, within 15 days of the date of the hearing unless the parties otherwise agree.

(c)Damages.  In cases of breach of contract or policy, damages shall be limited to contract damages.  In cases of discrimination claims prohibited by statute, the arbitrator may direct payment consistent with the applicable statute.  In cases of employment tort, the arbitrator may award punitive damages if proved by clear and convincing evidence.  The arbitrator may award attorneys’ fees to the prevailing party and assess costs against the non-prevailing party, only in accordance with Section 20 of this Agreement.  Issues of procedure, arbitrability, or confirmation of award shall be governed by the Federal Arbitration Act, 9 U.S.C.  §§ 1-16, except that Court review of the arbitrator’s award shall be that of an appellate court reviewing a decision of a trial judge sitting without a jury.

(d)Selection of Mediators or Arbitrators.  The parties shall select the mediator or arbitrator from a panel list made available by the AAA.  If the parties are unable to agree to a mediator or arbitrator within 10 days of receipt of a demand for mediation or arbitration, the mediator or arbitrator will be chosen by alternatively striking from a list of five mediators or arbitrators obtained by Accuride from AAA.  You shall have the first strike.

20.EXPENSES AND INTEREST.

If a good faith dispute shall arise with respect to the enforcement of your rights under this Agreement or if any arbitration or legal proceeding shall be brought in good faith to enforce or interpret any provision contained herein, or to recover damages for breach hereof, and you are the prevailing party, you shall recover from the Company any reasonable attorneys’ fees and necessary costs and disbursements incurred as a result of such dispute or legal proceeding, and prejudgment interest on any money judgment obtained by you calculated at the rate of interest announced by Citibank from time to time as its prime rate from the date that payments to you should have been made under this Agreement.  Any reimbursement of fees, costs and disbursements to which you are entitled pursuant to this Section 20 shall be paid by the Company, if at all, on or before December 31 of the calendar year following the year in which you incurred the fees, costs and disbursements for which you are entitled to reimbursement.  The fees, costs and disbursements reimbursed in one calendar year will not affect the fees, costs and disbursements eligible for reimbursement by the Company in a different calendar year.  The right to reimbursement under this Section 20 is not subject to liquidation or exchange for any other benefit.  It is expressly provided that the Company shall in no event recover from you any attorneys’ fees, costs, disbursements or interest as a result of any dispute or legal proceeding involving the Company and you.

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21.PAYMENT OBLIGATIONS ABSOLUTE.

Accuride’s obligation to pay you the compensation and to make the arrangements in accordance with the provisions herein shall be absolute and unconditional and shall not be affected by any circumstances; provided, however, that the Company may apply amounts payable under this Agreement to any debts owed to the Company by you on your Termination Date.  All amounts payable by the Company in accordance with this Agreement shall be paid without notice or demand.  If the Company has paid you more than the amount to which you are entitled under this Agreement, the Company shall have the right to recover all or any part of such overpayment from you or from whomsoever has received such amount.

22.ENTIRE AGREEMENT.

This Agreement sets forth the entire agreement between you and the Company concerning the subject matter discussed in this Agreement and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether written or oral, by any officer, employee or representative of the Company.  Any prior agreements or understandings with respect to the subject matter set forth in the aforementioned agreements are hereby terminated and canceled.

23.STATUTORY REFERENCES.

All references to sections of the Securities Exchange Act of 1934 or the Code shall be deemed also to refer to any successor provisions to such sections.  All references to sections of the final regulations issued pursuant to Section 409A shall be deemed also to refer to any successor provisions of such regulations or rulings or other guidance that clarify such regulations.

24.DEFINITIONS.

A number of terms have been defined throughout this Agreement.  These defined terms are identified by the capitalization of the first letter of each word or the first letter of each substantive word of a phrase.  Whenever these terms are capitalized they shall be given the defined meaning.

25.PARTIES.

This Agreement is an agreement between you and Accuride.  In certain cases, though, obligations imposed upon Accuride may be satisfied by an Accuride Affiliate.  Any payment made or action taken by an Accuride Affiliate shall be considered to be a payment made or action taken by Accuride for purposes of determining whether Accuride has satisfied its obligations under this Agreement.

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26.NO RIGHTS IN ANY PROPERTY OF COMPANY.

The undertakings of the Company constitute merely the unsecured promise of the Company to make payments as provided for herein.  No property of the Company shall, by reason of this Agreement, be held in trust for you, your spouse or any other person, and neither you nor your spouse or any other person shall have, by reason of this Agreement, any rights, title or interest of any kind in any property of the Company.

27.NOT AN EMPLOYMENT AGREEMENT.

Nothing in this Agreement shall be construed as an offer or commitment by the Company to continue your employment with the Company for any period of time.

28.FACILITY OF PAYMENT.

If the Company shall find that any person to whom any amount is payable hereunder is unable to care for his affairs, any payment due (unless a prior claim therefore shall have been made by a duly appointed guardian, committee, or other legal representative) may be paid to any person deemed by the Company to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Company may determine.

29.GOVERNING LAW.

This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana.  Venue for any cause of action arising under this Agreement shall be in Vanderburgh County, Indiana, USA.

30.AMENDMENTS.

This Agreement may be amended at any time by a written agreement executed by the Company and you.  No amendment that will result in a violation of Section 409A of the Code, or any other provision of applicable law, may be made to this Agreement and any such amendment shall be void ab initio.

If you would like to participate in this special benefits program, please sign and return the extra copy of this letter which is enclosed.

Sincerely,

Stephen A. Martin

Senior Vice President – General Counsel

Accuride Corporation

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ACCEPTANCE

I hereby accept the offer to participate in this special benefit program and I agree to be bound by all of the provisions noted above.

EX-10.6

Exhibit 10.6

TIER II

[RETYPE ON ACCURIDE STATIONERY AND DATE]

____________ __, 2012

__________________________

__________________________

__________________________

__________________________

Re:           Severance and Retention Agreement

Dear __________:

Our Board of Directors believes that it is in the best interests of Accuride Corporation (“Accuride”) and its shareholders to take appropriate steps to allay any concerns you may have about your future employment opportunities with Accuride and its “Affiliates” (as defined in Section 2(f)).  Accuride and its Affiliates are collectively referred to in this Agreement as the “Company.”  As a result, the Board has decided to offer to you the special package of benefits described below.

Please bear in mind that these benefits are being offered only to a few selected employees and we accordingly ask that you refrain from discussing this special program with others.  Please note that the special benefits package described below will only be effective if you sign the extra copy of this Severance and Retention Agreement (the “Agreement”) which is enclosed and return it to me on or before _________________.  This Agreement supersedes any other severance or change in control agreements entered into previously by you and Accuride or any Affiliate, whether written or oral, (including but not limited to the Severance and Retention Agreement dated ________________.

1.TERM OF AGREEMENT.

This Agreement is effective immediately and will continue in effect until _______________ (the “Initial Term”).  This Agreement will be automatically renewed at the end of the Initial Term for additional terms commencing on each January 1, and ending on the next following December 31 (a “Renewal Term”), unless either party serves notice on the other of its desire not to renew this Agreement or of its desire to modify this Agreement.  Such notice must comply with Section 11 and be given at least six months before the end of the Initial Term or the applicable Renewal Term.  If a Change in Control occurs during the Initial Term or any Renewal Term, the scheduled expiration date of the Initial Term or Renewal Term, as the case may be, shall be extended for a term ending on the 18-month anniversary of the Change in

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Control.  The expiration of the term of this Agreement will not reduce or diminish any liabilities that have accrued prior to the expiration.

2.BASIC SEVERANCE BENEFIT.

(a)Entitlement to Basic Severance Benefit.  The Basic Severance Benefit described below will be payable to you if you terminate your employment with the Company for “Good Reason” (as defined in Section 6) either prior to the commencement of the “Protection Period” (as defined in Section 2(d)) or following the close of the Protection Period.  The Basic Severance Benefit also will be payable to you if prior to the commencement of the Protection Period or following the close of the Protection Period, the Company terminates your employment without “Cause” (as defined in Section 7).  If your employment is terminated by the Company for Cause, by your voluntary termination without Good Reason, or by your death or “Disability” (as defined in Section 11(d)), no Basic Severance Benefit shall be payable under this Agreement either upon that termination or at any time thereafter (unless you are later reemployed and covered by a new agreement).

(b)Amount of Payments.  The Basic Severance Benefit will equal your annualized base salary at the rate in effect on the date of your termination of employment minus the sum of any other payments from the Company under any employment or other agreement, plan, program or policy in the nature of severance in respect of such termination, payable on or after the date of such termination.

(c)Timing of Payments.  Except as provided in Section 4, the Basic Severance Benefit will be paid in a single lump sum payment within five business days following the date on which the Release Agreement required pursuant to Section 8 becomes irrevocable.

(d)Protection Period.  For purposes of this Agreement, the term “Protection Period” shall mean the period beginning with the date on which a Change in Control occurs and ending 18 months after the Change in Control.

(e)Transfers to Affiliates.  In order to receive a Basic Severance Benefit, you must terminate employment with the “Company,” which, as noted above, refers collectively to Accuride and all of its Affiliates.  As a result, a transfer to an Affiliate will not be treated as a termination of employment for purposes of this Agreement.  For purposes of determining whether a transfer gives rise to Good Reason for your termination of employment, a transfer shall be treated the same as a reassignment within Accuride.

(f)“Affiliate” Defined.  For purposes of this Agreement, the term “Affiliate” shall mean (i) any member a “controlled group of corporations” (within the meaning of Section 414(b) of the Internal Revenue Code of 1986 (the “Code”) as modified by Section 415(h) of the Code) that includes Accuride as a member of the group; and (ii) any member of a group of trades or businesses under common control (within the meaning of Section 414(c) of the Code as modified by Section 415(h) of the Code) that includes Accuride as a member of the group.

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3.CHANGE IN CONTROL BENEFITS.

(a)Entitlement to Change in Control Benefits.  If your employment with the Company is terminated by the Company without Cause during the Protection Period, you will receive the “Change in Control Benefits” described in this Section 3.  The Change in Control Benefits also will be payable if you terminate your employment for Good Reason during the Protection Period.

The Change in Control Benefits will not be payable if your employment is terminated for Cause, if you voluntarily terminate your employment without Good Reason, or if your employment is terminated by reason of your Disability or your death.  In addition, the Change in Control Benefits will not be payable if your employment is terminated by you or the Company for any or no reason prior to or following the Protection Period.

In addition, as noted in Section 2(e), a transfer to an Affiliate will not be treated as a termination of employment for purposes of this Agreement.

(b)Change in Control Severance Payment.  If you are entitled to receive Change in Control Benefits, you will receive a “Change in Control Severance Payment.”  The “Change in Control Severance Payment” is a lump sum payment equal to the sum of: (i) 200% of your annualized base salary as of the date on which a Change in Control occurs, plus (ii) 200% of the applicable bonus or incentive compensation paid or payable to you pursuant to the Accuride Incentive Compensation Plan.  The applicable bonus or incentive compensation amount used for purposes of clause (ii) in the preceding sentence shall be the greater of the following:  (i) the incentive compensation to which you would have been entitled if the year were to end on the day on which the Change in Control occurs, based upon an annualized figure determined using performance up to that date; or (ii) the average of the actual incentive compensation paid to you through the Accuride Incentive Compensation Plan during the three years preceding the year of your termination.  The Change in Control Severance Payment shall be reduced by the full amount of any payments to which you may be entitled due to your termination pursuant to any other Company severance policy, any agreement between you and the Company providing for severance, or applicable law.

Except as otherwise provided in Section 4, the Change in Control Severance Payment will be paid in one lump sum within five business days following the date on which the Release Agreement required pursuant to Section 8 becomes irrevocable.

(c)Equity Awards.  If you are entitled to receive Change in Control Benefits, you also may be entitled to receive a benefit pursuant to the Accuride Corporation 2010 Incentive Award Plan.  Refer to the Accuride Corporation 2010 Incentive Award Plan for more details regarding the impact of a Change in Control on awards made pursuant to that Plan.

(d)Welfare Benefits.  If you are entitled to receive Change in Control Benefits, the Company shall arrange to provide you, for an 18-month period following your termination of employment, with disability, accident, dental and group health insurance benefits substantially similar to those which you were receiving immediately prior to your termination.

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The cost to you of a particular type of benefit (e.g., dental insurance) shall be not more than the cost to you of that particular benefit immediately prior to your termination.  The Company may provide the health insurance benefit described under this Section by paying a portion of the premiums you are required to pay for continued health insurance coverage under the Company’s health insurance plan pursuant to COBRA.  The amount paid by the Company will be equal to the difference between the total COBRA premium and the amount you were required to pay for health insurance immediately prior to your termination.

Your right to receive continued health insurance benefits pursuant to COBRA shall commence upon the termination of your employment and shall not be extended by your rights under this Agreement.

Your right to receive all forms of welfare benefits described under this paragraph (d) shall terminate as soon as you become eligible to receive health care benefits, without exclusion for preexisting conditions, from any other employer.

(e)Outplacement Services.  If you are entitled to receive Change in Control Benefits, the Company will provide you with senior executive outplacement services.  The Company will select the firm to provide outplacement services.  The senior executive outplacement services shall be provided at a time, and on a schedule, designated by the Company.  Nevertheless, in no event will the senior outplacement services continue beyond December 31 of the second calendar year following the calendar year in which your Separation from Service occurs.

(f)Retirement and Savings Plan.  If you are entitled to receive Change in Control Benefits, the Company shall make a payment to you equal to 110% of the amount of any forfeitures that you experience as a result of your termination of employment under any of the Company’s pension or retirement contribution plans.  If you experience a forfeiture under the Accuride Retirement Plan, the amount of the Company’s payment shall be equal to 110% of your unvested “Cash Balance Account” (as defined in the Accuride Retirement Plan, as it may be amended from time to time).  The additional 10% payment provided for in this paragraph is to compensate you for the loss of the opportunity to defer taxes through a rollover of the forfeited amounts.  Except as otherwise provided in Section 4, the payment called for by this paragraph (h) shall be paid within 30 days following your termination of employment.

(g)No Allowance in Lieu of Benefits.  You may not elect to receive cash or any other allowance in lieu of any welfare benefits provided by this Section.

4.COMPLIANCE WITH SECTION 409A; REQUIRED DELAY IN PAYMENTS.

(a)409A Compliance Strategy.  The Company intends that the Basic Severance Benefit provided pursuant to Section 2 will comply with the short-term deferral exception to the requirements of Section 409A of the Code, as described in Treas. Reg. § 1.409A-1(b)(4).  The Company also intends that the Change in Control Severance Payment provided by Section 3(b) and the retirement and savings plan forfeiture payment provided by Section 3(f), (collectively the “Cash Change in Control Payments”) will comply with the

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short-term deferral exception.  In order to meet the requirements of the short-term deferral exception, despite any other provision of this Agreement to the contrary, the Basic Severance Benefit and all Cash Change in Control Payments due pursuant to this Agreement shall be paid at the times stated in Section 2 or Section 3 and in no event later than March 15 of the year following the year in which your Separation from Service occurs.  Payments may be delayed only in accordance with regulations issued pursuant to Section 409A.  The Company intends that the Welfare Benefits provided by Section 3(d) and the Outplacement Services provided by Section 3(e) will comply with the exception to Section 409A for reimbursements and certain other separation payments, as described in Treas. Reg. § 1.409A-1(b)(9)(v)(B).  The Company has concluded that the reimbursement payments the Company has agreed to make pursuant to Section 20 may be subject to the requirements of Section 409A.  To ensure that the payments under Section 20 comply with Section 409A, the payments are payable at a specified time or pursuant to a fixed schedule within the meaning of Treas. Reg. § 1.409A-3(i)(1)(iv).

(b)Delay in Payments.  Prior to making any payments pursuant to this Agreement, the Accuride Compensation Committee will determine, on the basis of any regulations, rulings or other available guidance and the advice of counsel, whether the short-term deferral exception, the separation pay exception or any other exception to the requirements of Section 409A is available.  If the Compensation Committee concludes that no exception is available, no payments will be made prior to your Separation from Service.  In addition, if you are a “Specified Employee” (as defined in paragraph (d)), and the Compensation Committee concludes that no exception to the requirements of Section 409A is available, no payments shall be made to you prior to the first business day following the date which is six months after your Separation from Service.  Any amounts that would have been paid during the six months following your Separation from Service will be paid on the first business day following the expiration of the six month period without interest thereon.  The provisions of this paragraph apply to all amounts due pursuant to this Agreement, other than amounts that do not constitute a deferral of compensation within the meaning of Treas. Reg. §1.409A-1(b) or other amounts or benefits that are not subject to the requirements of Section 409A.

(c)Separation from Service Defined.  For purposes of this Agreement, the term “Separation from Service” means (1) the termination of your employment with Accuride and all Affiliates due to death, retirement or other reasons, or (2) a permanent reduction in the level of bona fide services you provide to Accuride and all Affiliates to an amount that is no more than 20% of the average level of bona fide services you provided to Accuride and all Affiliates in the immediately preceding 36 months (or the entire time period during which you provided services to Accuride and all Affiliates if you have been providing such services for less than 36 months), with the level of bona fide service calculated in accordance with Treas. Reg. § 1.409A-1(h)(1)(ii).  Your employment relationship is treated as continuing while you are on military leave, sick leave, or other bona fide leave of absence (if the period of such leave does not exceed six months, or if longer, so long as your right to reemployment with Accuride or an Affiliate is provided either by statute or contract).  If your period of leave exceeds six months and your right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first day immediately following the expiration of such six month period.  Whether a termination of employment has occurred will be determined based on all of the facts and circumstances and in accordance with regulations issued by the United

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States Treasury Department pursuant to Section 409A of the Code if the Company concludes that Section 409A is applicable.

(d)Specified Employee Defined.  For purposes of this Agreement, the term “Specified Employee” means certain officers and highly compensated employees of the Company as defined in Treas. Reg. § 1.409A-1(i), and as determined in accordance with such procedures as may be adopted from time to time by Accuride.  The identification date for determining whether any employee is a Specified Employee during any calendar year shall be the September 1 preceding the commencement of such calendar year.

(e)Miscellaneous Payment Provisions.  If payment is not made, in whole or in part, due to a dispute between you and the Company, the payments shall be made in accordance with Treas. Reg. §1.409A-3(g), as applicable.

(f)Ban on Acceleration or Deferral.  Under no circumstances may the time or schedule of any payment made or benefit provided pursuant to this Agreement be accelerated or subject to a further deferral except as otherwise permitted or required pursuant to regulations and other guidance issued pursuant to Section 409A of the Code.

(g)No Elections.  You do not have any right to make any election regarding the time or form of any payment due under this Agreement.

(h)Compliant Operation and Interpretation.  This Agreement shall be operated in compliance with Section 409A or an exception thereto and each provision of this Agreement shall be interpreted, to the extent possible, to comply with Section 409A or to qualify for an exception thereto.

5.CHANGE IN CONTROL DEFINED.

“Change in Control” means and includes each of the following:

(a)A transaction or series of transactions (other than an offering of Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than Accuride, any of its Affiliates, an employee benefit plan maintained by Accuride or any of its Affiliates, or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Accuride) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of Accuride possessing more than 35% of the total combined voting power of Accuride’s securities outstanding immediately after such acquisition; or

(b)During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board of Directors together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with Accuride to effect a transaction described in paragraphs (a) or (c) of this Section 5) whose election by the Board of Directors or nomination for election by Accuride’s stockholders was approved by a vote of a majority of the directors then still in office who either were directors at

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the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c)The consummation by Accuride (whether directly involving Accuride or indirectly involving Accuride through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of Accuride’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i)Which results in Accuride’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of Accuride or the person that, as a result of the transaction, controls, directly or indirectly, Accuride or owns, directly or indirectly, all or substantially all of Accuride’s assets or otherwise succeeds to the business of Accuride (Accuride or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii)After which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 5(c)(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in Accuride prior to the consummation of the transaction; or

(d)Accuride’s stockholders approve a liquidation or dissolution of Accuride.

The Compensation Committee shall determine whether a Change in Control of Accuride has occurred under the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto.

6.GOOD REASON DEFINED.

(a)Definition of Good Reason.  For purposes of this Agreement, “Good Reason” means a termination of your employment with the Company following the occurrence of one or more of the following circumstances (without your prior express written consent):

(i)a material diminution in your total annual compensation;

(ii)a material diminution in your authority, duties or responsibilities;

(iii)a material change in the geographic location of your principal office; or

(iv)any other action or inaction that constitutes a material breach by the Company of this Agreement.

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(b)Notice of Termination.  If you elect to terminate your employment for Good Reason, you must provide the Company with a Notice of Termination (in compliance with Section 11) which sets forth the existence of the Good Reason condition described in paragraphs (i) through (iv) above within 60 days of the initial existence of the condition.

(c)Opportunity to Cure.  Notwithstanding anything to the contrary, the existence of one of the circumstances described in paragraphs (i) through (iv) above will not constitute Good Reason if, within 30 days after you give the Company Notice of Termination which sets forth the existence of the Good Reason condition described in paragraphs (i) through (iv), the Company has fully corrected such condition.

7.CAUSE DEFINED.

For purposes of this Agreement, “Cause” shall mean (a) your continued willful failure, neglect or refusal to perform your duties with respect to the Company or its Affiliates which continues beyond ten days after a written demand for substantial performance is delivered to you by the Company; (b) conduct by you involving (i) dishonesty, fraud, or breach of trust in connection with your employment or (ii) conduct which would be a reasonable basis for an indictment for a felony or for a misdemeanor involving moral turpitude; (c) your willful and continued failure or refusal to follow material directions of the Board or any other act of insubordination by you; or (d) willful malfeasance or willful misconduct by you which is injurious to the Company, monetarily or otherwise.

8.RELEASE AGREEMENT.

In order to receive the Basic Severance Benefit or any Change in Control Benefits, you must execute, a release of any known or unknown claims that you may have against the Company within 60 days following your Separation from Service.  The release shall be in a form reasonably requested by the Company.  If you are not yet 40 years old on the date on which the Release Agreement must be signed, you will be given 21 days to consider whether to sign the Release Agreement. If you are 40 or over, in accordance with federal law, you will be given 21 or 45 days, depending on the circumstances, to consider whether to sign the Release Agreement.  In any event, you may revoke the Release Agreement during the seven day period following your delivery of a signed Release Agreement.  These rules will be described in greater detail at the appropriate time.  If you fail to sign the Release Agreement within the prescribed time period, or if you revoke the Release Agreement, you will not be entitled to receive any Basic Severance Benefit or any Change in Control Benefits.  The Release Agreement to which this Section 8 refers will be provided to you on your termination date and in no event later than ten days following your termination date.  Notwithstanding anything in this Agreement to the contrary, if the 60-day period described in the first sentence spans two calendar years, the Basic Severance Benefit or the Change in Control Severance Payment shall be paid in the second calendar year.

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9.COMPETITION.

(a)Covenant Not to Compete.  If you terminate employment with the Company or if your employment is terminated by the Company and then you compete with the Company, the Company may suffer irreparable harm and damage.  Accordingly, you agree that, unless you receive the express prior written consent of the Company, you will not be employed as an owner, partner, employee, consultant, or in any other capacity by, and you will not become a shareholder in, a seller, distributor or manufacturer of commercial vehicle components or otherwise compete with the Company, directly or indirectly, during the “Restriction Period” in the “Restricted Area.”

(b)Restricted Area.  For this purpose, the “Restricted Area” means the United States of America.  If a court of competent jurisdiction determines that the United States of America is a larger area than necessary to protect the Company’s business interests, the parties agree that the Restricted Area will be the largest of the following areas that the court determines to be reasonable:  the United States of America east of the Mississippi River; all states in which you performed services while employed by the Company; the State of Indiana; the County of Vanderburgh; or the City of Evansville.

(c)Restriction Period.  For this purpose, the “Restriction Period” begins on the effective date of your termination of employment for whatever reason and ends at the end of the 24th month thereafter, or if a court of competent jurisdiction concludes that 24 months is longer than necessary to protect the Company’s business interests, then the parties agree that the restriction period will end at the end of the longest of the following number of months that the court determines to be reasonable:  23, 22, 21, 20, 19, 18, 17, 16, 15, 14, 13, 12, 11, 10, 9, 8, 7, 6, 5, 4, or 3.

(d)Competition.  You will be considered to be competing with the Company if you are performing any services in the commercial vehicle component industry of the type and nature that are required to be performed by or for the Company.  You will not be considered to be competing with the Company for purposes of this Section 9 if you acquire stock representing less than 1% of the outstanding stock of any publicly traded corporation.

(e)Non-Solicitation Covenants.  For a period of two years from the date of the termination of this Agreement and your employment with the Company, or, if a court determines that two years is unreasonable, one year from the date of the termination of this Agreement and your employment with the Company, you agree that you will not (directly or indirectly through others):  (i) contact, solicit, contract with, or attempt to contract with any entity engaged in the commercial vehicle component industry with which the Company has contracts at the time of the termination of this Agreement, or (ii) solicit or attempt to solicit away from the Company any officer, employee or agent of the Company.

(f)Reformation of Covenants.  The parties agree that the scope of any provision of this Section may be modified by a judge in any proceeding to enforce this Agreement, so that such provision can be enforced to the maximum extent permitted by law.  If

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any court of competent jurisdiction determines that any portion of this Section is invalid or unenforceable, the remainder of this Section will not thereby be affected and will be given full effect, without regard to invalid portions.

(g)Breach of Covenants.  If you breach the covenant not to compete contained in paragraph (a) or the non-solicitation covenant contained in paragraph (e), you agree that in addition to (and without limiting) any other remedy or right the Company may have:  (i) the Company will have the right to an injunction against you issued by a court of competent jurisdiction enjoining such breach; and (ii) if you are to receive any payments or benefits pursuant to Sections 2 or 3 or any other provision of this Agreement in the future, the Company has the right to forfeit any future benefits to which you are entitled to compensate the Company for injury by reason of such breach.  You and the Company agree that the foregoing remedies are reasonable and necessary for the protection of the Company’s goodwill and recognize that in the event of a breach of the foregoing restrictions, it will be impossible to ascertain or estimate the entire or exact cost, damage or injury that the Company may sustain by reason of such breach.

10.CAP ON PAYMENTS.

(a)General Rules.  The Code places significant tax burdens on you and the Company if the total payments made to you due to a Change in Control exceed prescribed limits.  For example, if your “Base Period Income” (as defined below) is $100,000, your limit or “Cap” is $299,999.  If your “Basic Payments” exceed the Cap by even $1.00, you are subject to an excise tax under Section 4999 of the Code of 20% of all amounts paid to you in excess of $100,000.  In other words, if your Cap is $299,999, you will not be subject to an excise tax if you receive exactly $299,999.  If you receive $300,000, you will be subject to an excise tax of $40,000 (20% of $200,000).  In order to avoid this excise tax and the related adverse tax consequences for the Company, by signing this Agreement you agree that your Basic Payments will not exceed an amount equal to your Cap.

(b)Special Definitions.  For purposes of this Section, the following specialized terms will have the following meanings:

(i)“Base Period Income.”  “Base Period Income” is an amount equal to your “annualized includable compensation” for the “base period” as defined in Sections 280G(d)(1) and (2) of the Code and the regulations adopted thereunder.  Generally, your “annualized includable compensation” is the average of your annual taxable income from the Company for the “base period,” which is the five calendar years prior to the year in which the Change in Control occurs.  These concepts are complicated and technical and all of the rules set forth in the applicable regulations apply for purposes of this Agreement.

(ii)“Basic Payments.”  The “Basic Payments” include any “payments in the nature of compensation” (as defined in Section 280G of the Code and the regulations adopted thereunder), made pursuant to this Agreement or otherwise, to you or for your benefit, the receipt of which is contingent on a Change in Control and to which Section 280G of the Code applies.

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(iii)“Cap” or “280G Cap.”  “Cap” or “280G Cap” shall mean an amount equal to 2.99 times your “Base Period Income.”  This is the maximum amount which you may receive without becoming subject to the excise tax imposed by Section 4999 of the Code or which the Company may pay without loss of deduction under Section 280G of the Code.

(c)Calculating the Cap.  If the Company believes that these rules will result in a reduction of the payments to which you are entitled under this Agreement, it will so notify you as soon as possible.  The Company will then, at its expense, retain a “Consultant” (which shall be a law firm, a certified public accounting firm, and/or a firm of recognized executive compensation consultants) to provide a determination concerning whether your Basic Payments exceed the limit discussed above (the “Determination”).  The Company will select the Consultant.

At a minimum, the Determination required by this Section must set forth the amount of your Base Period Income, the value of the Basic Payments and the amount and present value of any excess parachute payments.

If the Determination states that there would be an excess parachute payment, your Basic Payments will be reduced to the extent necessary to eliminate the excess.  In making such reduction, Accuride first will reduce the amount of your payments under this Agreement and, if necessary, any other payments to which you are entitled under any other arrangement that do not constitute “non-qualified deferred compensation” that is subject to Section 409A of the Code.  Accuride will reduce the amount of any Basic Payments payable to you that are subject to Section 409A of the Code only to the extent reductions in addition to those described in the preceding sentence are necessary to avoid an excess parachute payment.  If necessary, any Basic Payments which are subject to Section 409A of the Code shall be reduced proportionally to avoid an excess parachute payment.

If the Consultant selected to provide the Determination so requests, a firm of recognized executive compensation consultants selected by the Company (which may, but is not required to be, the Consultant) shall provide an opinion, upon which such Consultant may rely, as to the reasonableness of any item of compensation as reasonable compensation for services rendered before or after the Change in Control.

If the Company believes that your Basic Payments will exceed the limitations of this Section, it will nonetheless make payments to you, at the times stated above, in the maximum amount that it believes may be paid without exceeding such limitations.  The balance, if any, will then be paid after the opinions called for above have been received.

If the amount paid to you by the Company is ultimately determined, pursuant to the Determination or by the Internal Revenue Service, to have exceeded the limitation of this Section, you must repay the excess promptly on demand of the Company.  If it is ultimately determined, pursuant to the Determination or by the Internal Revenue Service, that a greater payment should have been made to you, the Company shall pay you the amount of the deficiency, together with interest thereon from the date such amount should have been paid to the

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date of such payment, at the rate set forth above, so that you will have received or be entitled to receive the maximum amount to which you are entitled under this Agreement.

As a general rule, the Determination shall be binding on you and the Company.  Section 280G and the excise tax rules of Section 4999, however, are complex and uncertain and, as a result, the Internal Revenue Service may disagree with the Consultant’s conclusions.  If the Internal Revenue Service determines that the Cap is actually lower than calculated by the Consultant, the Cap will be recalculated by the Consultant.  Any payment over that revised Cap will then be repaid by you to the Company.  If the Internal Revenue Service determines that the actual Cap exceeds the amount calculated by the Consultant, the Company shall pay you any shortage.

The Company has the right to challenge any determinations made by the Internal Revenue Service.  If the Company agrees to indemnify you from any taxes, interest and penalties that may be imposed upon you (including any taxes, interest and penalties on the amounts paid pursuant to the Company’s indemnification agreement), you must cooperate fully with the Company in connection with any such challenge.  The Company shall bear all costs associated with the challenge of any determination made by the Internal Revenue Service and the Company shall control all such challenges.

You must notify the Company in writing of any claim or determination by the Internal Revenue Service that, if upheld, would result in the payment of excise taxes.  Such notice shall be given as soon as possible but in no event later than 15 days following your receipt of notice of the Internal Revenue Service’s position.

(d)Effect of Repeal or Inapplicability.  In the event that the provisions of Sections 280G and 4999 of the Code are repealed without succession, this Section shall be of no further force or effect.  Moreover, if the provisions of Sections 280G and 4999 of the Code do not apply to impose the excise tax to payments under this Agreement, then the provisions of this Section shall not apply.

11.TERMINATION NOTICE AND PROCEDURE.

Any termination by the Company or you of your employment shall be communicated by written Notice of Termination to you if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by you, all in accordance with the following procedures:

(a)The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination.

(b)Any Notice of Termination by the Company shall be in writing signed by the President of the Company or a member of the Board who is not a Company employee, specifying in detail the basis for such termination.

(c)If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15

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day period following your receipt of such notice, you may elect to continue your employment during such dispute.  If it is thereafter determined that Cause did exist, your “Termination Date” shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 19 or (ii) the date of your death.  If it is thereafter determined that Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice.

(d)If the Company shall furnish a Notice of Termination by reason of Disability and you in good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute.  The dispute relating to the existence of a Disability shall be resolved by the opinion of the licensed physician selected by the Company; provided, however, that if you do not accept the opinion of the licensed physician selected by the Company, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if the Company does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by the Company and you, respectively.  If it is thereafter determined that a Disability did exist, your Termination Date shall be the earlier of (i) the date on which the dispute is resolved or (ii) the date of your death.  If it is thereafter determined that a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice.  For purposes of this Agreement, “Disability” shall mean your inability to perform your customary duties for the Company due to a physical or mental condition that is considered to be of long-lasting or indefinite duration.

(e)If you in good faith furnish a Notice of Termination for Good Reason and the Company notifies you that a dispute exists concerning the termination within the 15-day period following the Company’s receipt of such notice, you may elect to continue your employment during such dispute.  If it is thereafter determined that Good Reason did exist, your Termination Date shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 19, (ii) the date of your death, or (iii) one day prior to the 18-month anniversary of a Change in Control, and your payments hereunder shall reflect events occurring after you delivered Notice of Termination.  If it is thereafter determined that Good Reason did not exist, your employment shall continue after such determination as if you had not delivered the Notice of Termination asserting Good Reason.

(f)If you submit a Notice of Termination for Good Reason, and the Company successfully contests the grounds you set forth in such Notice of Termination, at the Company’s discretion you may be deemed to have voluntarily terminated your employment other than for Good Reason regardless of whether you elect to continue employment pending resolution of the dispute regarding your Notice of Termination.

(g)If the Company submits a Notice of Termination for Cause, and you successfully contest the grounds set forth in such Notice of Termination, the Company will be

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deemed to have terminated you other than by reason of Disability or Cause if you do not elect to continue employment pending resolution of the dispute regarding your Notice of Termination.

(h)For purposes of this Agreement, a transfer from Accuride to one of its Affiliates or a transfer from an Affiliate to Accuride or another Affiliate shall not be treated as a termination of employment.  Such a transfer may, however, in certain circumstances, provide you with Good Reason to terminate employment pursuant to Section 6.

12.NO MITIGATION.

The Basic Severance Benefit, the Change in Control Benefits (except as otherwise provided in Section 3(d)) and the other payments or benefits provided pursuant to this Agreement will be payable without regard to whether you look for or obtain alternative employment following your termination of employment with the Company.

13.SUCCESSORS.

Accuride will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Accuride or any of its Affiliates to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Accuride or any Affiliate would be required to perform it if no such succession had taken place.  Failure of Accuride to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to the compensation described in this Agreement to which you would be entitled hereunder as if you terminate your employment for Good Reason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Termination Date.  As used in this Agreement, “Accuride” shall mean Accuride as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

14.BINDING AGREEMENT; ASSIGNMENT.

This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.  Except as provided in the preceding sentence, no rights of any kind under this Agreement shall, without the written consent of Accuride, be transferable or assignable by you, your spouse, or any other person, or be subject to alienation, encumbrance, garnishment, attachment, execution, or levy of any kind, voluntary or involuntary.

15.NOTICE.

For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested,

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postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to Accuride shall be directed to the attention of the President of the Company or a member of the Board who is not a Company employee with a copy to the Secretary of Accuride, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

16.MISCELLANEOUS.

No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and the President of the Company or a member of the Board who is not a Company employee.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law.  The obligations of the Company that arise prior to the expiration of this Agreement shall survive the expiration of the term of this Agreement.

17.VALIDITY.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

18.COUNTERPARTS.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

19.ALTERNATIVE DISPUTE RESOLUTION.

(a)Mediation.  Unless otherwise provided herein (such as in Sections 10 and 11(d)), any and all disputes arising under, pertaining to or touching upon this Agreement or the statutory rights or obligations of either party hereto, shall, if not settled by negotiation, be subject to non-binding mediation before an independent mediator selected by the parties pursuant to Section 19(d).  Notwithstanding the foregoing, both you and Accuride may seek preliminary judicial relief if such action is necessary to avoid irreparable damage during the pendency of the proceedings described in this Section 19.  Any demand for mediation shall be made in writing and served upon the other party to the dispute, by certified mail, return receipt requested, at the business address of Accuride, or at your last known residence address, respectively.  The demand shall set forth with reasonable specificity the basis of the dispute and the relief sought.  The mediation hearing will occur at a time and place convenient to the parties in Evansville, Indiana, within 30 days of the date of selection or appointment of the mediator.

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(b)Arbitration.  In the event that the dispute is not settled through mediation, the parties shall then proceed to binding arbitration before a single independent arbitrator selected pursuant to Section 19(d).  The mediator shall not serve as arbitrator.  TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, ALL DISPUTES INVOLVING ALLEGED UNLAWFUL EMPLOYMENT DISCRIMINATION, BREACH OF CONTRACT OR POLICY, OR EMPLOYMENT TORT COMMITTED BY ACCURIDE OR A REPRESENTATIVE OF ACCURIDE, INCLUDING CLAIMS OF VIOLATIONS OF FEDERAL OR STATE DISCRIMINATION STATUTES OR PUBLIC POLICY, SHALL BE RESOLVED PURSUANT TO THIS POLICY AND THERE SHALL BE NO RECOURSE TO COURT, WITH OR WITHOUT A JURY TRIAL.  The arbitration hearing shall occur at a time and place convenient to the parties in Evansville, Indiana, within 30 days of selection or appointment of the arbitrator.  If Accuride has adopted a policy that is applicable to arbitrations with executives, the arbitration shall be conducted in accordance with said policy to the extent that the policy is consistent with this Agreement and the Federal Arbitration Act, 9 U.S.C. §§ 1-16.  If no such policy has been adopted, the arbitration shall be governed by the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”) in effect on the date of the first notice of demand for arbitration.  The arbitrator shall issue written findings of fact and conclusions of law, and an award, within 15 days of the date of the hearing unless the parties otherwise agree.

(c)Damages.  In cases of breach of contract or policy, damages shall be limited to contract damages.  In cases of discrimination claims prohibited by statute, the arbitrator may direct payment consistent with the applicable statute.  In cases of employment tort, the arbitrator may award punitive damages if proved by clear and convincing evidence.  The arbitrator may award attorneys’ fees to the prevailing party and assess costs against the non-prevailing party, only in accordance with Section 20 of this Agreement.  Issues of procedure, arbitrability, or confirmation of award shall be governed by the Federal Arbitration Act, 9 U.S.C.  §§ 1-16, except that Court review of the arbitrator’s award shall be that of an appellate court reviewing a decision of a trial judge sitting without a jury.

(d)Selection of Mediators or Arbitrators.  The parties shall select the mediator or arbitrator from a panel list made available by the AAA.  If the parties are unable to agree to a mediator or arbitrator within 10 days of receipt of a demand for mediation or arbitration, the mediator or arbitrator will be chosen by alternatively striking from a list of five mediators or arbitrators obtained by Accuride from AAA.  You shall have the first strike.

20.EXPENSES AND INTEREST.

If a good faith dispute shall arise with respect to the enforcement of your rights under this Agreement or if any arbitration or legal proceeding shall be brought in good faith to enforce or interpret any provision contained herein, or to recover damages for breach hereof, and you are the prevailing party, you shall recover from the Company any reasonable attorneys’ fees and necessary costs and disbursements incurred as a result of such dispute or legal proceeding, and prejudgment interest on any money judgment obtained by you calculated at the rate of interest announced by Citibank from time to time as its prime rate from the date that payments to

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you should have been made under this Agreement.  Any reimbursement of fees, costs and disbursements to which you are entitled pursuant to this Section 20 shall be paid by the Company, if at all, on or before December 31 of the calendar year following the year in which you incurred the fees, costs and disbursements for which you are entitled to reimbursement.  The fees, costs and disbursements reimbursed in one calendar year will not affect the fees, costs and disbursements eligible for reimbursement by the Company in a different calendar year. The right to reimbursement under this Section 20 is not subject to liquidation or exchange for any other benefit.  It is expressly provided that the Company shall in no event recover from you any attorneys’ fees, costs, disbursements or interest as a result of any dispute or legal proceeding involving the Company and you.

21.PAYMENT OBLIGATIONS ABSOLUTE.

Accuride’s obligation to pay you the compensation and to make the arrangements in accordance with the provisions herein shall be absolute and unconditional and shall not be affected by any circumstances; provided, however, that the Company may apply amounts payable under this Agreement to any debts owed to the Company by you on your Termination Date.  All amounts payable by the Company in accordance with this Agreement shall be paid without notice or demand.  If the Company has paid you more than the amount to which you are entitled under this Agreement, the Company shall have the right to recover all or any part of such overpayment from you or from whomsoever has received such amount.

22.ENTIRE AGREEMENT.

This Agreement sets forth the entire agreement between you and the Company concerning the subject matter discussed in this Agreement and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether written or oral, by any officer, employee or representative of the Company.  Any prior agreements or understandings with respect to the subject matter set forth in the aforementioned agreements are hereby terminated and canceled.

23.STATUTORY REFERENCES.

All references to sections of the Securities Exchange Act of 1934 or the Code shall be deemed also to refer to any successor provisions to such sections.  All references to sections of the final regulations issued pursuant to Section 409A shall be deemed also to refer to any successor provisions of such regulations or rulings or other guidance that clarify such regulations.

24.DEFINITIONS.

A number of terms have been defined throughout this Agreement.  These defined terms are identified by the capitalization of the first letter of each word or the first letter of each substantive word of a phrase.  Whenever these terms are capitalized they shall be given the defined meaning.

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25.PARTIES.

This Agreement is an agreement between you and Accuride.  In certain cases, though, obligations imposed upon Accuride may be satisfied by an Accuride Affiliate.  Any payment made or action taken by an Accuride Affiliate shall be considered to be a payment made or action taken by Accuride for purposes of determining whether Accuride has satisfied its obligations under this Agreement.

26.NO RIGHTS IN ANY PROPERTY OF COMPANY.

The undertakings of the Company constitute merely the unsecured promise of the Company to make payments as provided for herein.  No property of the Company shall, by reason of this Agreement, be held in trust for you, your spouse or any other person, and neither you nor your spouse or any other person shall have, by reason of this Agreement, any rights, title or interest of any kind in any property of the Company.

27.NOT AN EMPLOYMENT AGREEMENT.

Nothing in this Agreement shall be construed as an offer or commitment by the Company to continue your employment with the Company for any period of time.

28.FACILITY OF PAYMENT.

If the Company shall find that any person to whom any amount is payable hereunder is unable to care for his affairs, any payment due (unless a prior claim therefore shall have been made by a duly appointed guardian, committee, or other legal representative) may be paid to any person deemed by the Company to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Company may determine.

29.GOVERNING LAW.

This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana.  Venue for any cause of action arising under this Agreement shall be in Vanderburgh County, Indiana, USA.

30.AMENDMENTS.

This Agreement may be amended at any time by a written agreement executed by the Company and you.  No amendment that will result in a violation of Section 409A of the Code, or any other provision of applicable law, may be made to this Agreement and any such amendment shall be void ab initio.

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If you would like to participate in this special benefits program, please sign and return the extra copy of this letter which is enclosed.

Sincerely,

Richard F. Dauch

President and Chief Executive Officer

Accuride Corporation

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ACCEPTANCE

I hereby accept the offer to participate in this special benefit program and I agree to be bound by all of the provisions noted above.

EX-10.7

Exhibit 10.7

TIER III

[RETYPE ON ACCURIDE STATIONERY AND DATE]

______________, 2012

__________________________

__________________________

__________________________

__________________________

Re:           Severance and Retention Agreement

Dear __________:

Our Board of Directors believes that it is in the best interests of Accuride Corporation (“Accuride”) and its shareholders to take appropriate steps to allay any concerns you may have about your future employment opportunities with Accuride and its “Affiliates” (as defined in Section 2(f)).  Accuride and its Affiliates are collectively referred to in this Agreement as the “Company.”  As a result, the Board has decided to offer to you the special package of benefits described below.

Please bear in mind that these benefits are being offered only to a few selected employees and we accordingly ask that you refrain from discussing this special program with others.  Please note that the special benefits package described below will only be effective if you sign the extra copy of this Severance and Retention Agreement (the “Agreement”) which is enclosed and return it to me on or before ______________.  This Agreement supersedes any other severance or change in control agreements entered into previously by you and Accuride or any Affiliate, whether written or oral (including but not limited to the Severance and Retention Agreement dated _______________.

1.TERM OF AGREEMENT.

This Agreement is effective immediately and will continue in effect until ______________ (the “Initial Term”).  This Agreement will be automatically renewed at the end of the Initial Term for additional terms commencing on each January 1, and ending on the next following December 31 (a “Renewal Term”), unless either party serves notice on the other of its desire not to renew this Agreement or of its desire to modify this Agreement.  Such notice must comply with Section 11 and be given at least six months before the end of the Initial Term or the applicable Renewal Term.  If a Change in Control occurs during the Initial Term or any Renewal Term, the scheduled expiration date of the Initial Term or Renewal Term, as the case may be, shall be extended for a term ending on the 18-month anniversary of the Change in Control.  The

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expiration of the term of this Agreement will not reduce or diminish any liabilities that have accrued prior to the expiration.

2.BASIC SEVERANCE BENEFIT.

(a)Entitlement to Basic Severance Benefit.  The Basic Severance Benefit described below will be payable to you if you terminate your employment with the Company for “Good Reason” (as defined in Section 6) either prior to the commencement of the “Protection Period” (as defined in Section 2(d)) or following the close of the Protection Period.  The Basic Severance Benefit also will be payable to you if prior to the commencement of the Protection Period or following the close of the Protection Period, the Company terminates your employment without “Cause” (as defined in Section 7).  If your employment is terminated by the Company for Cause, by your voluntary termination without Good Reason, or by your death or “Disability” (as defined in Section 11(d)), no Basic Severance Benefit shall be payable under this Agreement either upon that termination or at any time thereafter (unless you are later reemployed and covered by a new agreement).

(b)Amount of Payments.  The Basic Severance Benefit will equal your annualized base salary at the rate in effect on the date of your termination of employment minus the sum of any other payments from the Company under any employment or other agreement, plan, program or policy in the nature of severance in respect of such termination, payable on or after the date of such termination.

(c)Timing of Payments.  Except as provided in Section 4, the Basic Severance Benefit will be paid in a single lump sum payment within five business days following the date on which the Release Agreement required pursuant to Section 8 becomes irrevocable.

(d)Protection Period.  For purposes of this Agreement, the term “Protection Period” shall mean the period beginning with the date on which a Change in Control occurs and ending 18 months after the Change in Control.

(e)Transfers to Affiliates.  In order to receive a Basic Severance Benefit, you must terminate employment with the “Company,” which, as noted above, refers collectively to Accuride and all of its Affiliates.  As a result, a transfer to an Affiliate will not be treated as a termination of employment for purposes of this Agreement.  For purposes of determining whether a transfer gives rise to Good Reason for your termination of employment, a transfer shall be treated the same as a reassignment within Accuride.

(f)“Affiliate” Defined.  For purposes of this Agreement, the term “Affiliate” shall mean (i) any member a “controlled group of corporations” (within the meaning of Section 414(b) of the Internal Revenue Code of 1986 (the “Code”) as modified by Section 415(h) of the Code) that includes Accuride as a member of the group; and (ii) any member of a group of trades or businesses under common control (within the meaning of Section 414(c) of the Code as modified by Section 415(h) of the Code) that includes Accuride as a member of the group.

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3.CHANGE IN CONTROL BENEFITS.

(a)Entitlement to Change in Control Benefits.  If your employment with the Company is terminated by the Company without Cause during the Protection Period, you will receive the “Change in Control Benefits” described in this Section 3.  The Change in Control Benefits also will be payable if you terminate your employment for Good Reason during the Protection Period.

The Change in Control Benefits will not be payable if your employment is terminated for Cause, if you voluntarily terminate your employment without Good Reason, or if your employment is terminated by reason of your Disability or your death.  In addition, the Change in Control Benefits will not be payable if your employment is terminated by you or the Company for any or no reason prior to or following the Protection Period.

In addition, as noted in Section 2(e), a transfer to an Affiliate will not be treated as a termination of employment for purposes of this Agreement.

(b)Change in Control Severance Payment.  If you are entitled to receive Change in Control Benefits, you will receive a “Change in Control Severance Payment.”  The “Change in Control Severance Payment” is a lump sum payment equal to the sum of: (i) 100% of your annualized base salary as of the date on which a Change in Control occurs, plus (ii) 100% of the applicable bonus or incentive compensation paid or payable to you pursuant to the Accuride Incentive Compensation Plan.  The applicable bonus or incentive compensation amount used for purposes of clause (ii) in the preceding sentence shall be the greater of the following:  (i) the incentive compensation to which you would have been entitled if the year were to end on the day on which the Change in Control occurs, based upon an annualized figure determined using performance up to that date; or (ii) the average of the actual incentive compensation paid to you through the Accuride Incentive Compensation Plan during the three years preceding the year of your termination.  The Change in Control Severance Payment shall be reduced by the full amount of any payments to which you may be entitled due to your termination pursuant to any other Company severance policy, any agreement between you and the Company providing for severance, or applicable law.

Except as otherwise provided in Section 4, the Change in Control Severance Payment will be paid in one lump sum within five business days following the date on which the Release Agreement required pursuant to Section 8 becomes irrevocable.

(c)Equity Awards.  If you are entitled to receive Change in Control Benefits, you also may be entitled to receive a benefit pursuant to the Accuride Corporation 2010 Incentive Award Plan.  Refer to the Accuride Corporation 2010 Incentive Award Plan for more details regarding the impact of a Change in Control on awards made pursuant to that Plan.

(d)Welfare Benefits.  If you are entitled to receive Change in Control Benefits, the Company shall arrange to provide you, for a 12-month period following your termination of employment, with disability, accident, dental and group health insurance benefits substantially similar to those which you were receiving immediately prior to your termination.

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The cost to you of a particular type of benefit (e.g., dental insurance) shall be not more than the cost to you of that particular benefit immediately prior to your termination.  The Company may provide the health insurance benefit described under this Section by paying a portion of the premiums you are required to pay for continued health insurance coverage under the Company’s health insurance plan pursuant to COBRA.  The amount paid by the Company will be equal to the difference between the total COBRA premium and the amount you were required to pay for health insurance immediately prior to your termination.

Your right to receive continued health insurance benefits pursuant to COBRA shall commence upon the termination of your employment and shall not be extended by your rights under this Agreement.

Your right to receive all forms of welfare benefits described under this paragraph (d) shall terminate as soon as you become eligible to receive health care benefits, without exclusion for preexisting conditions, from any other employer.

(e)Outplacement Services.  If you are entitled to receive Change in Control Benefits, the Company will provide you with senior executive outplacement services.  The Company will select the firm to provide outplacement services.  The senior executive outplacement services shall be provided at a time, and on a schedule, designated by the Company.  Nevertheless, in no event will the senior outplacement services continue beyond December 31 of the second calendar year following the calendar year in which your Separation from Service occurs.

(f)Retirement and Savings Plan.  If you are entitled to receive Change in Control Benefits, the Company shall make a payment to you equal to 110% of the amount of any forfeitures that you experience as a result of your termination of employment under any of the Company’s pension or retirement contribution plans.  If you experience a forfeiture under the Accuride Retirement Plan, the amount of the Company’s payment shall be equal to 110% of your unvested “Cash Balance Account” (as defined in the Accuride Retirement Plan, as it may be amended from time to time).  The additional 10% payment provided for in this paragraph is to compensate you for the loss of the opportunity to defer taxes through a rollover of the forfeited amounts.  Except as otherwise provided in Section 4, the payment called for by this paragraph (h) shall be paid within 30 days following your termination of employment.

(g)No Allowance in Lieu of Benefits.  You may not elect to receive cash or any other allowance in lieu of any welfare benefits provided by this Section.

4.COMPLIANCE WITH SECTION 409A; REQUIRED DELAY IN PAYMENTS.

(a)409A Compliance Strategy.  The Company intends that the Basic Severance Benefit provided pursuant to Section 2 will comply with the short-term deferral exception to the requirements of Section 409A of the Code, as described in Treas. Reg. § 1.409A-1(b)(4).  The Company also intends that the Change in Control Severance Payment provided by Section 3(b) and the retirement and savings plan forfeiture payment provided by

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Section 3(f), (collectively the “Cash Change in Control Payments”) will comply with the short-term deferral exception.  In order to meet the requirements of the short-term deferral exception, despite any other provision of this Agreement to the contrary, the Basic Severance Benefit and all Cash Change in Control Payments due pursuant to this Agreement shall be paid at the times stated in Section 2 or Section 3 and in no event later than March 15 of the year following the year in which your Separation from Service occurs.  Payments may be delayed only in accordance with regulations issued pursuant to Section 409A.  The Company intends that the Welfare Benefits provided by Section 3(d) and the Outplacement Services provided by Section 3(e) will comply with the exception to Section 409A for reimbursements and certain other separation payments, as described in Treas. Reg. § 1.409A-1(b)(9)(v)(B).  The Company has concluded that the reimbursement payments the Company has agreed to make pursuant to Section 20 may be subject to the requirements of Section 409A.  To ensure that the payments under Section 20 comply with Section 409A, the payments are payable at a specified time or pursuant to a fixed schedule within the meaning of Treas. Reg. § 1.409A-3(i)(1)(iv).

(b)Delay in Payments.  Prior to making any payments pursuant to this Agreement, the Accuride Compensation Committee will determine, on the basis of any regulations, rulings or other available guidance and the advice of counsel, whether the short-term deferral exception, the separation pay exception or any other exception to the requirements of Section 409A is available.  If the Compensation Committee concludes that no exception is available, no payments will be made prior to your Separation from Service.  In addition, if you are a “Specified Employee” (as defined in paragraph (d)), and the Compensation Committee concludes that no exception to the requirements of Section 409A is available, no payments shall be made to you prior to the first business day following the date which is six months after your Separation from Service.  Any amounts that would have been paid during the six months following your Separation from Service will be paid on the first business day following the expiration of the six month period without interest thereon.  The provisions of this paragraph apply to all amounts due pursuant to this Agreement, other than amounts that do not constitute a deferral of compensation within the meaning of Treas. Reg. §1.409A-1(b) or other amounts or benefits that are not subject to the requirements of Section 409A.

(c)Separation from Service Defined.  For purposes of this Agreement, the term “Separation from Service” means (1) the termination of your employment with Accuride and all Affiliates due to death, retirement or other reasons, or (2) a permanent reduction in the level of bona fide services you provide to Accuride and all Affiliates to an amount that is no more than 20% of the average level of bona fide services you provided to Accuride and all Affiliates in the immediately preceding 36 months (or the entire time period during which you provided services to Accuride and all Affiliates if you have been providing such services for less than 36 months), with the level of bona fide service calculated in accordance with Treas. Reg. § 1.409A-1(h)(1)(ii).  Your employment relationship is treated as continuing while you are on military leave, sick leave, or other bona fide leave of absence (if the period of such leave does not exceed six months, or if longer, so long as your right to reemployment with Accuride or an Affiliate is provided either by statute or contract).  If your period of leave exceeds six months and your right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first day immediately following the expiration of such six month period.  Whether a termination of employment has occurred will be determined based on all of the facts and circumstances and in accordance with regulations issued by the United

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States Treasury Department pursuant to Section 409A of the Code if the Company concludes that Section 409A is applicable.

(d)Specified Employee Defined.  For purposes of this Agreement, the term “Specified Employee” means certain officers and highly compensated employees of the Company as defined in Treas. Reg. § 1.409A-1(i), and as determined in accordance with such procedures as may be adopted from time to time by Accuride.  The identification date for determining whether any employee is a Specified Employee during any calendar year shall be the September 1 preceding the commencement of such calendar year.

(e)Miscellaneous Payment Provisions.  If payment is not made, in whole or in part, due to a dispute between you and the Company, the payments shall be made in accordance with Treas. Reg. §1.409A-3(g), as applicable.

(f)Ban on Acceleration or Deferral.  Under no circumstances may the time or schedule of any payment made or benefit provided pursuant to this Agreement be accelerated or subject to a further deferral except as otherwise permitted or required pursuant to regulations and other guidance issued pursuant to Section 409A of the Code.

(g)No Elections.  You do not have any right to make any election regarding the time or form of any payment due under this Agreement.

(h)Compliant Operation and Interpretation.  This Agreement shall be operated in compliance with Section 409A or an exception thereto and each provision of this Agreement shall be interpreted, to the extent possible, to comply with Section 409A or to qualify for an exception thereto.

5.CHANGE IN CONTROL DEFINED.

“Change in Control” means and includes each of the following:

(a)A transaction or series of transactions (other than an offering of Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than Accuride, any of its Affiliates, an employee benefit plan maintained by Accuride or any of its Affiliates, or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Accuride) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of Accuride possessing more than 35% of the total combined voting power of Accuride’s securities outstanding immediately after such acquisition; or

(b)During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board of Directors together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with Accuride to effect a transaction described in paragraphs (a) or (c) of this Section 5) whose election by the Board of Directors or nomination for election by Accuride’s stockholders was approved by a vote of a majority of the directors then still in office who either were directors at

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the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c)The consummation by Accuride (whether directly involving Accuride or indirectly involving Accuride through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of Accuride’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i)Which results in Accuride’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of Accuride or the person that, as a result of the transaction, controls, directly or indirectly, Accuride or owns, directly or indirectly, all or substantially all of Accuride’s assets or otherwise succeeds to the business of Accuride (Accuride or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii)After which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 5(c)(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in Accuride prior to the consummation of the transaction; or

(d)Accuride’s stockholders approve a liquidation or dissolution of Accuride.

The Compensation Committee shall determine whether a Change in Control of Accuride has occurred under the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto.

6.GOOD REASON DEFINED.

(a)Definition of Good Reason.  For purposes of this Agreement, “Good Reason” means a termination of your employment with the Company following the occurrence of one or more of the following circumstances (without your prior express written consent):

(i)a material diminution in your total annual compensation;

(ii)a material diminution in your authority, duties or responsibilities;

(iii)a material change in the geographic location of your principal office; or

(iv)any other action or inaction that constitutes a material breach by the Company of this Agreement.

(b)Notice of Termination.  If you elect to terminate your employment for Good Reason, you must provide the Company with a Notice of Termination (in compliance with

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Section 11) which sets forth the existence of the Good Reason condition described in paragraphs (i) through (iv) above within 60 days of the initial existence of the condition.

(c)Opportunity to Cure.  Notwithstanding anything to the contrary, the existence of one of the circumstances described in paragraphs (i) through (iv) above will not constitute Good Reason if, within 30 days after you give the Company Notice of Termination which sets forth the existence of the Good Reason condition described in paragraphs (i) through (iv), the Company has fully corrected such condition.

7.CAUSE DEFINED.

For purposes of this Agreement, “Cause” shall mean (a) your continued willful failure, neglect or refusal to perform your duties with respect to the Company or its Affiliates which continues beyond ten days after a written demand for substantial performance is delivered to you by the Company; (b) conduct by you involving (i) dishonesty, fraud, or breach of trust in connection with your employment or (ii) conduct which would be a reasonable basis for an indictment for a felony or for a misdemeanor involving moral turpitude; (c) your willful and continued failure or refusal to follow material directions of the Board or any other act of insubordination by you; or (d) willful malfeasance or willful misconduct by you which is injurious to the Company, monetarily or otherwise.

8.RELEASE AGREEMENT.

In order to receive the Basic Severance Benefit or any Change in Control Benefits, you must execute, a release of any known or unknown claims that you may have against the Company within 60 days following your Separation from Service.  The release shall be in a form reasonably requested by the Company.  If you are not yet 40 years old on the date on which the Release Agreement must be signed, you will be given 21 days to consider whether to sign the Release Agreement. If you are 40 or over, in accordance with federal law, you will be given 21 or 45 days, depending on the circumstances, to consider whether to sign the Release Agreement.  In any event, you may revoke the Release Agreement during the seven day period following your delivery of a signed Release Agreement.  These rules will be described in greater detail at the appropriate time.  If you fail to sign the Release Agreement within the prescribed time period, or if you revoke the Release Agreement, you will not be entitled to receive any Basic Severance Benefit or any Change in Control Benefits.  The Release Agreement to which this Section 8 refers will be provided to you on your termination date and in no event later than ten days following your termination date.  Notwithstanding anything in this Agreement to the contrary, if the 60-day period described in the first sentence spans two calendar years, the Basic Severance Benefit or the Change in Control Severance Payment shall be paid in the second calendar year.

9.COMPETITION.

(a)Covenant Not to Compete.  If you terminate employment with the Company or if your employment is terminated by the Company and then you compete with the Company, the Company may suffer irreparable harm and damage.  Accordingly, you agree that,

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unless you receive the express prior written consent of the Company, you will not be employed as an owner, partner, employee, consultant, or in any other capacity by, and you will not become a shareholder in, a seller, distributor or manufacturer of commercial vehicle components or otherwise compete with the Company, directly or indirectly, during the “Restriction Period” in the “Restricted Area.”

(b)Restricted Area.  For this purpose, the “Restricted Area” means the United States of America.  If a court of competent jurisdiction determines that the United States of America is a larger area than necessary to protect the Company’s business interests, the parties agree that the Restricted Area will be the largest of the following areas that the court determines to be reasonable:  the United States of America east of the Mississippi River; all states in which you performed services while employed by the Company; the State of Indiana; the County of Vanderburgh; or the City of Evansville.

(c)Restriction Period.  For this purpose, the “Restriction Period” begins on the effective date of your termination of employment for whatever reason and ends at the end of the 24th month thereafter, or if a court of competent jurisdiction concludes that 24 months is longer than necessary to protect the Company’s business interests, then the parties agree that the restriction period will end at the end of the longest of the following number of months that the court determines to be reasonable:  23, 22, 21, 20, 19, 18, 17, 16, 15, 14, 13, 12, 11, 10, 9, 8, 7, 6, 5, 4, or 3.

(d)Competition.  You will be considered to be competing with the Company if you are performing any services in the commercial vehicle component industry of the type and nature that are required to be performed by or for the Company.  You will not be considered to be competing with the Company for purposes of this Section 9 if you acquire stock representing less than 1% of the outstanding stock of any publicly traded corporation.

(e)Non-Solicitation Covenants.  For a period of two years from the date of the termination of this Agreement and your employment with the Company, or, if a court determines that two years is unreasonable, one year from the date of the termination of this Agreement and your employment with the Company, you agree that you will not (directly or indirectly through others):  (i) contact, solicit, contract with, or attempt to contract with any entity engaged in the commercial vehicle component industry with which the Company has contracts at the time of the termination of this Agreement, or (ii) solicit or attempt to solicit away from the Company any officer, employee or agent of the Company.

(f)Reformation of Covenants.  The parties agree that the scope of any provision of this Section may be modified by a judge in any proceeding to enforce this Agreement, so that such provision can be enforced to the maximum extent permitted by law.  If any court of competent jurisdiction determines that any portion of this Section is invalid or unenforceable, the remainder of this Section will not thereby be affected and will be given full effect, without regard to invalid portions.

(g)Breach of Covenants.  If you breach the covenant not to compete contained in paragraph (a) or the non-solicitation covenant contained in paragraph (e), you agree that in addition to (and without limiting) any other remedy or right the Company may have:

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(i) the Company will have the right to an injunction against you issued by a court of competent jurisdiction enjoining such breach; and (ii) if you are to receive any payments or benefits pursuant to Sections 2 or 3 or any other provision of this Agreement in the future, the Company has the right to forfeit any future benefits to which you are entitled to compensate the Company for injury by reason of such breach.  You and the Company agree that the foregoing remedies are reasonable and necessary for the protection of the Company’s goodwill and recognize that in the event of a breach of the foregoing restrictions, it will be impossible to ascertain or estimate the entire or exact cost, damage or injury that the Company may sustain by reason of such breach.

10.CAP ON PAYMENTS.

(a)General Rules.  The Code places significant tax burdens on you and the Company if the total payments made to you due to a Change in Control exceed prescribed limits.  For example, if your “Base Period Income” (as defined below) is $100,000, your limit or “Cap” is $299,999.  If your “Basic Payments” exceed the Cap by even $1.00, you are subject to an excise tax under Section 4999 of the Code of 20% of all amounts paid to you in excess of $100,000.  In other words, if your Cap is $299,999, you will not be subject to an excise tax if you receive exactly $299,999.  If you receive $300,000, you will be subject to an excise tax of $40,000 (20% of $200,000).  In order to avoid this excise tax and the related adverse tax consequences for the Company, by signing this Agreement you agree that your Basic Payments will not exceed an amount equal to your Cap.

(b)Special Definitions.  For purposes of this Section, the following specialized terms will have the following meanings:

(i)“Base Period Income.”  “Base Period Income” is an amount equal to your “annualized includable compensation” for the “base period” as defined in Sections 280G(d)(1) and (2) of the Code and the regulations adopted thereunder.  Generally, your “annualized includable compensation” is the average of your annual taxable income from the Company for the “base period,” which is the five calendar years prior to the year in which the Change in Control occurs.  These concepts are complicated and technical and all of the rules set forth in the applicable regulations apply for purposes of this Agreement.

(ii)“Basic Payments.”  The “Basic Payments” include any “payments in the nature of compensation” (as defined in Section 280G of the Code and the regulations adopted thereunder), made pursuant to this Agreement or otherwise, to you or for your benefit, the receipt of which is contingent on a Change in Control and to which Section 280G of the Code applies.

(iii)“Cap” or “280G Cap.”  “Cap” or “280G Cap” shall mean an amount equal to 2.99 times your “Base Period Income.”  This is the maximum amount which you may receive without becoming subject to the excise tax imposed by Section 4999 of the Code or which the Company may pay without loss of deduction under Section 280G of the Code.

(c)Calculating the Cap.  If the Company believes that these rules will result in a reduction of the payments to which you are entitled under this Agreement, it will so notify you as soon as possible.  The Company will then, at its expense, retain a “Consultant” (which

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shall be a law firm, a certified public accounting firm, and/or a firm of recognized executive compensation consultants) to provide a determination concerning whether your Basic Payments exceed the limit discussed above (the “Determination”).  The Company will select the Consultant.

At a minimum, the Determination required by this Section must set forth the amount of your Base Period Income, the value of the Basic Payments and the amount and present value of any excess parachute payments.

If the Determination states that there would be an excess parachute payment, your Basic Payments will be reduced to the extent necessary to eliminate the excess.  In making such reduction, Accuride first will reduce the amount of your payments under this Agreement and, if necessary, any other payments to which you are entitled under any other arrangement that do not constitute “non-qualified deferred compensation” that is subject to Section 409A of the Code.  Accuride will reduce the amount of any Basic Payments payable to you that are subject to Section 409A of the Code only to the extent reductions in addition to those described in the preceding sentence are necessary to avoid an excess parachute payment.  If necessary, any Basic Payments which are subject to Section 409A of the Code shall be reduced proportionally to avoid an excess parachute payment.

If the Consultant selected to provide the Determination so requests, a firm of recognized executive compensation consultants selected by the Company (which may, but is not required to be, the Consultant) shall provide an opinion, upon which such Consultant may rely, as to the reasonableness of any item of compensation as reasonable compensation for services rendered before or after the Change in Control.

If the Company believes that your Basic Payments will exceed the limitations of this Section, it will nonetheless make payments to you, at the times stated above, in the maximum amount that it believes may be paid without exceeding such limitations.  The balance, if any, will then be paid after the opinions called for above have been received.

If the amount paid to you by the Company is ultimately determined, pursuant to the Determination or by the Internal Revenue Service, to have exceeded the limitation of this Section, you must repay the excess promptly on demand of the Company.  If it is ultimately determined, pursuant to the Determination or by the Internal Revenue Service, that a greater payment should have been made to you, the Company shall pay you the amount of the deficiency, together with interest thereon from the date such amount should have been paid to the date of such payment, at the rate set forth above, so that you will have received or be entitled to receive the maximum amount to which you are entitled under this Agreement.

As a general rule, the Determination shall be binding on you and the Company.  Section 280G and the excise tax rules of Section 4999, however, are complex and uncertain and, as a result, the Internal Revenue Service may disagree with the Consultant’s conclusions.  If the Internal Revenue Service determines that the Cap is actually lower than calculated by the Consultant, the Cap will be recalculated by the Consultant.  Any payment over that revised Cap will then be repaid by you to the Company.  If the Internal Revenue Service determines that the

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actual Cap exceeds the amount calculated by the Consultant, the Company shall pay you any shortage.

The Company has the right to challenge any determinations made by the Internal Revenue Service.  If the Company agrees to indemnify you from any taxes, interest and penalties that may be imposed upon you (including any taxes, interest and penalties on the amounts paid pursuant to the Company’s indemnification agreement), you must cooperate fully with the Company in connection with any such challenge.  The Company shall bear all costs associated with the challenge of any determination made by the Internal Revenue Service and the Company shall control all such challenges.

You must notify the Company in writing of any claim or determination by the Internal Revenue Service that, if upheld, would result in the payment of excise taxes.  Such notice shall be given as soon as possible but in no event later than 15 days following your receipt of notice of the Internal Revenue Service’s position.

(d)Effect of Repeal or Inapplicability.  In the event that the provisions of Sections 280G and 4999 of the Code are repealed without succession, this Section shall be of no further force or effect.  Moreover, if the provisions of Sections 280G and 4999 of the Code do not apply to impose the excise tax to payments under this Agreement, then the provisions of this Section shall not apply.

11.TERMINATION NOTICE AND PROCEDURE.

Any termination by the Company or you of your employment shall be communicated by written Notice of Termination to you if such Notice of Termination is delivered by the Company and to the Company if such Notice of Termination is delivered by you, all in accordance with the following procedures:

(a)The Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances alleged to provide a basis for termination.

(b)Any Notice of Termination by the Company shall be in writing signed by the President of the Company or a member of the Board who is not a Company employee, specifying in detail the basis for such termination.

(c)If the Company shall furnish a Notice of Termination for Cause and you in good faith notify the Company that a dispute exists concerning such termination within the 15 day period following your receipt of such notice, you may elect to continue your employment during such dispute.  If it is thereafter determined that Cause did exist, your “Termination Date” shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 19 or (ii) the date of your death.  If it is thereafter determined that Cause did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice.

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(d)If the Company shall furnish a Notice of Termination by reason of Disability and you in good faith notify the Company that a dispute exists concerning such termination within the 15-day period following your receipt of such notice, you may elect to continue your employment during such dispute.  The dispute relating to the existence of a Disability shall be resolved by the opinion of the licensed physician selected by the Company; provided, however, that if you do not accept the opinion of the licensed physician selected by the Company, the dispute shall be resolved by the opinion of a licensed physician who shall be selected by you; provided further, however, that if the Company does not accept the opinion of the licensed physician selected by you, the dispute shall be finally resolved by the opinion of a licensed physician selected by the licensed physicians selected by the Company and you, respectively.  If it is thereafter determined that a Disability did exist, your Termination Date shall be the earlier of (i) the date on which the dispute is resolved or (ii) the date of your death.  If it is thereafter determined that a Disability did not exist, your employment shall continue as if the Company had not delivered its Notice of Termination and there shall be no Termination Date arising out of such notice.  For purposes of this Agreement, “Disability” shall mean your inability to perform your customary duties for the Company due to a physical or mental condition that is considered to be of long-lasting or indefinite duration.

(e)If you in good faith furnish a Notice of Termination for Good Reason and the Company notifies you that a dispute exists concerning the termination within the 15-day period following the Company’s receipt of such notice, you may elect to continue your employment during such dispute.  If it is thereafter determined that Good Reason did exist, your Termination Date shall be the earlier of (i) the date on which the dispute is finally determined, either by mutual written agreement of the parties or pursuant to the alternative dispute resolution provisions of Section 19, (ii) the date of your death, or (iii) one day prior to the 18-month anniversary of a Change in Control, and your payments hereunder shall reflect events occurring after you delivered Notice of Termination.  If it is thereafter determined that Good Reason did not exist, your employment shall continue after such determination as if you had not delivered the Notice of Termination asserting Good Reason.

(f)If you submit a Notice of Termination for Good Reason, and the Company successfully contests the grounds you set forth in such Notice of Termination, at the Company’s discretion you may be deemed to have voluntarily terminated your employment other than for Good Reason regardless of whether you elect to continue employment pending resolution of the dispute regarding your Notice of Termination.

(g)If the Company submits a Notice of Termination for Cause, and you successfully contest the grounds set forth in such Notice of Termination, the Company will be deemed to have terminated you other than by reason of Disability or Cause if you do not elect to continue employment pending resolution of the dispute regarding your Notice of Termination.

(h)For purposes of this Agreement, a transfer from Accuride to one of its Affiliates or a transfer from an Affiliate to Accuride or another Affiliate shall not be treated as a termination of employment.  Such a transfer may, however, in certain circumstances, provide you with Good Reason to terminate employment pursuant to Section 6.

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12.NO MITIGATION.

The Basic Severance Benefit, the Change in Control Benefits (except as otherwise provided in Section 3(d)) and the other payments or benefits provided pursuant to this Agreement will be payable without regard to whether you look for or obtain alternative employment following your termination of employment with the Company.

13.SUCCESSORS.

Accuride will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Accuride or any of its Affiliates to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Accuride or any Affiliate would be required to perform it if no such succession had taken place.  Failure of Accuride to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to the compensation described in this Agreement to which you would be entitled hereunder as if you terminate your employment for Good Reason following a Change in Control, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Termination Date.  As used in this Agreement, “Accuride” shall mean Accuride as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

14.BINDING AGREEMENT; ASSIGNMENT.

This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.  Except as provided in the preceding sentence, no rights of any kind under this Agreement shall, without the written consent of Accuride, be transferable or assignable by you, your spouse, or any other person, or be subject to alienation, encumbrance, garnishment, attachment, execution, or levy of any kind, voluntary or involuntary.

15.NOTICE.

For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to Accuride shall be directed to the attention of the President of the Company or a member of the Board who is not a Company employee with a copy to the Secretary of Accuride, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

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16.MISCELLANEOUS.

No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and the President of the Company or a member of the Board who is not a Company employee.  No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.  Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law.  The obligations of the Company that arise prior to the expiration of this Agreement shall survive the expiration of the term of this Agreement.

17.VALIDITY.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

18.COUNTERPARTS.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

19.ALTERNATIVE DISPUTE RESOLUTION.

(a)Mediation.  Unless otherwise provided herein (such as in Sections 10 and 11(d)), any and all disputes arising under, pertaining to or touching upon this Agreement or the statutory rights or obligations of either party hereto, shall, if not settled by negotiation, be subject to non-binding mediation before an independent mediator selected by the parties pursuant to Section 19(d).  Notwithstanding the foregoing, both you and Accuride may seek preliminary judicial relief if such action is necessary to avoid irreparable damage during the pendency of the proceedings described in this Section 19.  Any demand for mediation shall be made in writing and served upon the other party to the dispute, by certified mail, return receipt requested, at the business address of Accuride, or at your last known residence address, respectively.  The demand shall set forth with reasonable specificity the basis of the dispute and the relief sought.  The mediation hearing will occur at a time and place convenient to the parties in Evansville, Indiana, within 30 days of the date of selection or appointment of the mediator.

(b)Arbitration.  In the event that the dispute is not settled through mediation, the parties shall then proceed to binding arbitration before a single independent arbitrator selected pursuant to Section 19(d).  The mediator shall not serve as arbitrator.  TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, ALL DISPUTES INVOLVING ALLEGED UNLAWFUL EMPLOYMENT DISCRIMINATION, BREACH OF CONTRACT

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OR POLICY, OR EMPLOYMENT TORT COMMITTED BY ACCURIDE OR A REPRESENTATIVE OF ACCURIDE, INCLUDING CLAIMS OF VIOLATIONS OF FEDERAL OR STATE DISCRIMINATION STATUTES OR PUBLIC POLICY, SHALL BE RESOLVED PURSUANT TO THIS POLICY AND THERE SHALL BE NO RECOURSE TO COURT, WITH OR WITHOUT A JURY TRIAL.  The arbitration hearing shall occur at a time and place convenient to the parties in Evansville, Indiana, within 30 days of selection or appointment of the arbitrator.  If Accuride has adopted a policy that is applicable to arbitrations with executives, the arbitration shall be conducted in accordance with said policy to the extent that the policy is consistent with this Agreement and the Federal Arbitration Act, 9 U.S.C. §§ 1-16.  If no such policy has been adopted, the arbitration shall be governed by the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (“AAA”) in effect on the date of the first notice of demand for arbitration.  The arbitrator shall issue written findings of fact and conclusions of law, and an award, within 15 days of the date of the hearing unless the parties otherwise agree.

(c)Damages.  In cases of breach of contract or policy, damages shall be limited to contract damages.  In cases of discrimination claims prohibited by statute, the arbitrator may direct payment consistent with the applicable statute.  In cases of employment tort, the arbitrator may award punitive damages if proved by clear and convincing evidence.  The arbitrator may award attorneys’ fees to the prevailing party and assess costs against the non-prevailing party, only in accordance with Section 20 of this Agreement.  Issues of procedure, arbitrability, or confirmation of award shall be governed by the Federal Arbitration Act, 9 U.S.C.  §§ 1-16, except that Court review of the arbitrator’s award shall be that of an appellate court reviewing a decision of a trial judge sitting without a jury.

(d)Selection of Mediators or Arbitrators.  The parties shall select the mediator or arbitrator from a panel list made available by the AAA.  If the parties are unable to agree to a mediator or arbitrator within 10 days of receipt of a demand for mediation or arbitration, the mediator or arbitrator will be chosen by alternatively striking from a list of five mediators or arbitrators obtained by Accuride from AAA.  You shall have the first strike.

20.EXPENSES AND INTEREST.

If a good faith dispute shall arise with respect to the enforcement of your rights under this Agreement or if any arbitration or legal proceeding shall be brought in good faith to enforce or interpret any provision contained herein, or to recover damages for breach hereof, and you are the prevailing party, you shall recover from the Company any reasonable attorneys’ fees and necessary costs and disbursements incurred as a result of such dispute or legal proceeding, and prejudgment interest on any money judgment obtained by you calculated at the rate of interest announced by Citibank from time to time as its prime rate from the date that payments to you should have been made under this Agreement.  Any reimbursement of fees, costs and disbursements to which you are entitled pursuant to this Section 20 shall be paid by the Company, if at all, on or before December 31 of the calendar year following the year in which you incurred the fees, costs and disbursements for which you are entitled to reimbursement.  The fees, costs and disbursements reimbursed in one calendar year will not affect the fees, costs and disbursements eligible for reimbursement by the Company in a different calendar year.  The right to reimbursement under this Section 20 is not subject to liquidation or exchange for any other

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benefit.  It is expressly provided that the Company shall in no event recover from you any attorneys’ fees, costs, disbursements or interest as a result of any dispute or legal proceeding involving the Company and you.

21.PAYMENT OBLIGATIONS ABSOLUTE.

Accuride’s obligation to pay you the compensation and to make the arrangements in accordance with the provisions herein shall be absolute and unconditional and shall not be affected by any circumstances; provided, however, that the Company may apply amounts payable under this Agreement to any debts owed to the Company by you on your Termination Date.  All amounts payable by the Company in accordance with this Agreement shall be paid without notice or demand.  If the Company has paid you more than the amount to which you are entitled under this Agreement, the Company shall have the right to recover all or any part of such overpayment from you or from whomsoever has received such amount.

22.ENTIRE AGREEMENT.

This Agreement sets forth the entire agreement between you and the Company concerning the subject matter discussed in this Agreement and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether written or oral, by any officer, employee or representative of the Company.  Any prior agreements or understandings with respect to the subject matter set forth in the aforementioned agreements are hereby terminated and canceled.

23.STATUTORY REFERENCES.

All references to sections of the Securities Exchange Act of 1934 or the Code shall be deemed also to refer to any successor provisions to such sections.  All references to sections of the final regulations issued pursuant to Section 409A shall be deemed also to refer to any successor provisions of such regulations or rulings or other guidance that clarify such regulations.

24.DEFINITIONS.

A number of terms have been defined throughout this Agreement.  These defined terms are identified by the capitalization of the first letter of each word or the first letter of each substantive word of a phrase.  Whenever these terms are capitalized they shall be given the defined meaning.

25.PARTIES.

This Agreement is an agreement between you and Accuride.  In certain cases, though, obligations imposed upon Accuride may be satisfied by an Accuride Affiliate.  Any payment made or action taken by an Accuride Affiliate shall be considered to be a payment made or action taken by Accuride for purposes of determining whether Accuride has satisfied its obligations under this Agreement.

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26.NO RIGHTS IN ANY PROPERTY OF COMPANY.

The undertakings of the Company constitute merely the unsecured promise of the Company to make payments as provided for herein.  No property of the Company shall, by reason of this Agreement, be held in trust for you, your spouse or any other person, and neither you nor your spouse or any other person shall have, by reason of this Agreement, any rights, title or interest of any kind in any property of the Company.

27.NOT AN EMPLOYMENT AGREEMENT.

Nothing in this Agreement shall be construed as an offer or commitment by the Company to continue your employment with the Company for any period of time.

28.FACILITY OF PAYMENT.

If the Company shall find that any person to whom any amount is payable hereunder is unable to care for his affairs, any payment due (unless a prior claim therefore shall have been made by a duly appointed guardian, committee, or other legal representative) may be paid to any person deemed by the Company to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Company may determine.

29.GOVERNING LAW.

This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana.  Venue for any cause of action arising under this Agreement shall be in Vanderburgh County, Indiana, USA.

30.AMENDMENTS.

This Agreement may be amended at any time by a written agreement executed by the Company and you.  No amendment that will result in a violation of Section 409A of the Code, or any other provision of applicable law, may be made to this Agreement and any such amendment shall be void ab initio.

If you would like to participate in this special benefits program, please sign and return the extra copy of this letter which is enclosed.

Sincerely,

Richard F. Dauch

President and Chief Executive Officer

Accuride Corporation

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ACCEPTANCE

I hereby accept the offer to participate in this special benefit program and I agree to be bound by all of the provisions noted above.

EX-10.29

Exhibit 10.29

ACCURIDE CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT ACCURIDECORPORATION2010INCENTIVEAWARD PLAN
Name: Address: Taxpayer Identification Number: Signature:	Grant:  ______ Restricted Stock Units Grant Date:
Effective on the Grant Date, you have been granted the number of Restricted Stock Units indicated above, which entitles you to receive [___] shares of common stock (the “Stock”) of Accuride Corporation (the “Company”) in accordance with the provisions of this Agreement and the provisions of the Accuride Corporation Amended and Restated 2010 Incentive Award Plan, as it may be further amended from time to time (the “Plan”).
The Restricted Stock Units will fully vest and no longer be subject to the restrictions of and forfeiture under this Agreement as follows: ·[__________________]; ·[__________________]; ·[__________________]; and ·[__________________]. In the event of the termination of your employment or service for any reason, whether such termination is occasioned by you, by the Company or any of its Subsidiaries, with or without cause or by mutual agreement (“Termination of Service”), your right to receive and/or vest in any additional Restricted Stock Units under the Plan, if any, will terminate and any unvested Restricted Stock Units will be forfeited effective as of the earlier of: (i) the date that you give or are provided with written notice of Termination of Service, or (ii) if you are an employee of the Company or any of its Subsidiaries, the date that you are no longer actively employed and physically present on the premises of the Company or any of its Subsidiaries, regardless of any notice period or period of pay in lieu of such notice required under any applicable statute or the common law. If, in connection with a Change in Control, your Restricted Stock Unit award is assumed or substituted and your Termination of Service occurs by action of the Company without Cause (as defined below) upon or within twelve (12) months following the Change in Control, then you will become fully vested in your assumed or substituted award.  If, however, your Restricted Stock Unit award is not assumed or substituted in connection with a Change in Control, the Administrator may, in its sole discretion, cause your award to vest and become payable immediately prior to the consummation of such Change in Control.    For this purpose “Cause” shall mean: (a) your continued willful failure, neglect or refusal to perform your duties with respect to the Company or its Subsidiaries which continues beyond ten days after a written demand for substantial performance is delivered to you by the Company; (b) conduct by you involving (i) dishonesty, fraud, or breach of trust in connection with your employment or (ii) indictment for a felony; (c) your willful and continued failure or refusal to follow material directions of the Board or any other act of insubordination by you; or (d) willful malfeasance or willful misconduct by you which is injurious to the Company, monetarily or otherwise. In accordance with the Plan, as of the “Maturity Date” for a particular Restricted Stock Unit, the Company shall transfer to you one unrestricted, fully transferable share of Stock in exchange for that Restricted Stock Unit, subject to the deferral provisions described below.  The “Maturity Date” for a particular Restricted Stock Unit shall be the date on which such Restricted Stock Unit vests. The Restricted Stock Units or any interest or right therein or part thereof shall not be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided the Restricted Stock Units may be transferable by will or the laws of descent and distribution. The Stock subject to the Restricted Stock Units will be delivered upon the Maturity Date in settlement of the Restricted Stock Units.  Until Stock is issued in settlement of the Restricted Stock Units, you will not be deemed for any purpose to be, or have rights as, a Company shareholder or receive Dividend Equivalents with respect to shares of Stock by virtue of this Award.  You are not entitled to vote any shares of Stock by virtue of this Award. If you engage in any “Prohibited Activity,” any unvested Restricted Stock Units will be forfeited.  In addition, if you engage in any Prohibited Activity within 24 months of the day on which you received Stock in settlement of any Restricted Stock Units awarded pursuant to this Agreement, you must pay to the Company an amount equal to your “RSU Gain.”  Your “RSU Gain” is equal to the sum of (a) the gross sales proceeds of any such Stock that was previously sold plus (b) the closing market price per share of the Stock on the date it was distributed to you for any share of Stock which has not been sold. For purposes of this Agreement, the term “Prohibited Activity” shall mean and include each of the following: ·The violation of any provision included in any agreement entered into between you and the Company pursuant to which you agree to refrain from soliciting any customers of the Company or any entities engaged in the commercial vehicle component industry with which the Company has contracts at the time. ·The violation of any provision included in any agreement entered into between you and the Company pursuant to which you agree to refrain from soliciting or attempting to solicit away from the Company any officer, employee or agent of the Company. ·The violation of any confidentiality, proprietary information, or non-disclosure provisions included in any agreement entered into between you and the Company. ·The violation of any agreement entered into between you and the Company pursuant to which you agree not to compete in any way with the Company. ·The violation of any provision included in any agreement entered into between you and the Company pursuant to which you agree to assign to the Company all rights to any copyrightable or patentable work you invent, improve or otherwise work on using the Company’s resources during your employment with the Company. ·If you are a party to any severance, retention or change in control agreement or program, and you engage in any activity which would constitute a violation of any non-competition, non-solicitation, confidentiality, proprietary information, or non-disclosure provision included in said agreement or program, you will be deemed to have engaged in a Prohibited Activity even if a change in control (as defined in said agreement or program) has not occurred. The Company has the authority to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy applicable federal, state, local and foreign taxes required by law to be withheld with respect to any taxable event arising from the vesting or receipt of the Stock upon settlement of the Restricted Stock Unit Award.  You may satisfy your tax obligation, in whole or in part, by either: (i) electing to have the Company withhold Stock otherwise to be delivered with a Fair Market Value equal to the minimum amount of the tax withholding obligation; (ii) surrendering to the Company previously owned Stock with a Fair Market Value equal to the minimum amount of the tax withholding obligation; (iii) withholding from other compensation; or (iv) paying the amount of the tax withholding obligation directly to the Company in cash, provided, however, that if the tax obligation arises during a period in which you are prohibited from trading under any policy of the Company or by reason of the Exchange Act, then the tax withholding obligation shall automatically be satisfied in accordance with subsection (i) of this paragraph, unless you have previously made a written election during a period in which you were not prohibited from trading in the Company’s securities to pay such tax obligation directly to the Company in cash and have paid a reasonable estimate of such tax liability (as determined by the Company) in advance to the Company. If the Company reasonably anticipates that the value of any Stock to be delivered to you pursuant to this Agreement, when combined with all other payments received during the year that are subject to the limitations on deductibility under Section 162(m) of the Code, will exceed the limitations on deductibility set forth in Section 162(m), the delivery of all or a portion of such Stock shall automatically be deferred to the next succeeding calendar year in which the Company reasonably anticipates the deduction of the payment amount will not be limited or eliminated by the application of  Section 162(m), but only to the extent necessary to avoid exceeding the limitations of Section 162(m).  Such deferred Stock shall be delivered no later than the 60th day after the end of such calendar year, provided that such delivery, when combined with any other payment subject to the Section 162(m) limitations received during the year, does not exceed the limitations on deductibility under Section 162(m) of the Code.  The deferrals shall continue until the full amounts may be paid without violating the provisions of Section 162(m). Section 409A of the Code imposes a number of requirements on “non-qualified deferred compensation plans and arrangements.”  This award of Restricted Stock Units is not intended to provide for any deferral of compensation subject to Section 409A, since Stock will be issued in settlement of Restricted Stock Units as soon as the Restricted Stock Units vest and therefore is intended to qualify for the short-term deferral exception to Section 409A or the exception for delay in payments due to the application of Code Section 162(m) under Treasury Regulation §1.409A-2(b)(7)(i). Under no circumstances may the time or schedule of receipt of Stock in settlement for Restricted Stock Units be accelerated or subject to a further deferral except as otherwise permitted or required pursuant to regulations and other guidance issued pursuant to Section 409A.  You do not have any right to make any election regarding the time or form of any payment.  This Agreement and the Plan shall be operated in compliance with Section 409A and each provision of this Agreement and the Plan shall be interpreted, to the extent possible, to comply with Section 409A. Nothing in the Plan or this Agreement shall be interpreted to interfere with or limit in any way the right of the Company or any Subsidiary to terminate your employment or services at any time.  In addition, nothing in the Plan or this Agreement shall be interpreted to confer upon you the right to continue in the employ or service of the Company or any Subsidiary. This Restricted Stock Unit Award is granted under and governed by the terms and conditions of the Plan.  You acknowledge and agree that the Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time.  The grant of a Restricted Stock Unit Award under the Plan is a one-time benefit and does not create any contractual or other right to receive an award of Restricted Stock Units or benefits in lieu of Restricted Stock Units in the future.  Future awards of Restricted Stock Units, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the award, the number of Units and vesting provisions.  The Plan has been introduced voluntarily by the Company and in accordance with the provisions of the Plan may be terminated by the Company at any time.  By execution of this Agreement, you consent to the provisions of the Plan and this Agreement.  Capitalized terms used herein shall have the meaning set forth in the Plan, unless otherwise defined herein.

COMPANY:

ACCURIDE CORPORATION

By:

Its:

EX-10.30

Exhibit 10.30

ACCURIDE CORPORATION STOCK OPTION AWARD AGREEMENT ACCURIDECORPORATION2010INCENTIVEAWARD PLAN
Name: Address: Taxpayer Identification Number: Signature:	Grant:  Option to purchase __________shares of      Common Stock Incentive Stock Option _____ Non–Qualified Option _____ Exercise Price: $ Grant Date:
Effective on the Grant Date, you have been granted an Option to purchase shares of common stock, par value $0.01 per share (the “Common Stock”) of Accuride Corporation (the “Company”) in the amount and at the exercise price designated above, in accordance with the provisions of the Accuride Corporation Amended and Restated 2010 Incentive Award Plan (the “Plan”).  This Option may be exercised for whole shares only.
This Option will vest and become exercisable in accordance with the following schedule: ·[__________________] ·[__________________]; and ·[__________________]. In the event of the termination of your employment or service for any reason, whether such termination is occasioned by you, by the Company or any of its Subsidiaries, with or without cause or by mutual agreement (“Termination of Service”), your right to vest in your Option under the Plan, if any, will terminate and any unvested portion of your Option will be forfeited effective as of the earlier of: (i) the date that you give or are provided with written notice of Termination of Service, or (ii) if you are an employee of the Company or any of its Subsidiaries, the date that you are no longer actively employed and physically present on the premises of the Company or any of its Subsidiaries, regardless of any notice period or period of pay in lieu of such notice required under any applicable statute or the common law. If in connection with a Change in Control your Option award is assumed or substituted and your Termination of Service occurs by action of the Company without Cause (as defined below) upon or within twelve (12) months following the Change in Control, then you will become fully vested in your assumed or substituted award.  If, however, your Option award is not assumed or substituted in connection with a Change in Control, the Administrator may, in its sole discretion, cause your award to vest and become fully exercisable immediately prior to the consummation of such Change in Control.  For this purpose “Cause” shall mean: (a) your continued willful failure, neglect or refusal to perform your duties with respect to the Company or its Subsidiaries which continues beyond ten days after a written demand for substantial performance is delivered to you by the Company; (b) conduct by you involving (i) dishonesty, fraud, or breach of trust in connection with your employment or (ii) indictment for a felony; (c) your willful and continued failure or refusal to follow material directions of the Board or any other act of insubordination by you; or (d) willful malfeasance or willful misconduct by you which is injurious to the Company, monetarily or otherwise. The Option may not be exercised until vested.  Once vested, the Option may be exercised in whole or in part, at any time.  However, a vested Option must be exercised, if at all, prior to the earlier of: (a)one year following your Termination of Service with the Company by reason of death or Permanent Disability; (b)90 days following your Termination of Service for any reason other than Cause, death or Permanent Disability; for this purpose your last day of active employment or service will be deemed to occur on the date of the closing of the sale of all or substantially all of the stock or assets of a Subsidiary for which you are employed at the time of the transaction; (c)the opening of business on the date of your Termination of Service by the Company for Cause; (d)the tenth anniversary of the Grant Date; and if not exercised prior thereto shall terminate and no longer be exercisable.  “Permanent Disability” means that you are unable to engage in the activities required by your employment by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or is expected to last for a continuous period of at least 12 months, as reasonably determined by the Board of Directors in its discretion.  “Cause” means termination of your employment by reason of (i) your willful and continued failure to perform your duties with respect to the Company or its Subsidiaries which continues beyond ten days after a written demand for substantial performance is delivered to you by the Company, or (ii) your conduct involving (x) dishonesty or breach of trust in connection with your employment, or (y) conduct which would be reasonable basis for your indictment for a felony or for a misdemeanor involving moral turpitude. The Option will be deemed exercised upon your completing the exercise procedures established by the Company and your payment of the option exercise price per share and any applicable tax withholding to the Company.  Payment may be made (i) in cash; (ii) shares of Common Stock (including, shares issuable pursuant to the exercise of the Option) or shares of Common Stock held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the exercise date equal to the aggregate payments required; (iii) delivery of a written or electronic notice that you have placed a market sell order with a broker with respect to shares of Common Stock issuable upon the exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided, that payment of such proceeds is then made to the Company upon settlement of such sale or (iv) such other method as the Company may permit from time to time as set forth in the Plan. The Company has the authority to deduct or withhold, or require you to remit to the Company, an amount sufficient to satisfy applicable federal, state, local and foreign taxes required by law to be withheld with respect to any taxable event arising from the vesting, exercise or receipt of the Common Stock underlying the Option Award.  You may satisfy your tax obligation, in whole or in part, by either: (i) electing to have the Company withhold Common Stock otherwise to be delivered with a Fair Market Value equal to the minimum amount of the tax withholding obligation; (ii) surrendering to the Company previously owned Common Stock with a Fair Market Value equal to the minimum amount of the tax withholding obligation; (iii) withholding from other compensation; or (iv) paying the amount of the tax withholding obligation directly to the Company in cash, provided, however, that if the tax obligation arises during a period in which you are prohibited from trading under any policy of the Company or by reason of the Exchange Act, then the tax withholding obligation shall automatically be satisfied in accordance with subsection (i) of this paragraph, unless you have previously made a written election during a period in which you were not prohibited from trading in the Company’s securities to pay such tax obligation directly to the Company in cash and have paid a reasonable estimate of such tax liability (as determined by the Company) in advance to the Company. This Option or any interest or right therein or part thereof shall not be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided the Option may be transferable by will or the laws of descent and distribution. The Common Stock subject to the Option will be delivered upon the exercise of the Option.  Until Common Stock is issued upon the exercise of the Option, you will not be deemed for any purpose to be, or have rights as, a Company shareholder or receive Dividend Equivalents with respect to shares of Common Stock by virtue of this Award.  You are not entitled to vote any shares of Common Stock by virtue of this Award. If you engage in any “Prohibited Activity,” (i) any unvested portion of this Option and (ii) any shares of Common Stock received upon the exercise of this Option that you have not subsequently sold shall be forfeited.  In addition, if you engage in any Prohibited Activity within 24 months of the day on which you received Common Stock upon the exercise of the Option awarded pursuant to this Agreement, you must pay to the Company an amount equal to your “Option Gain.”  Your “Option Gain” is equal to the product of (i) the number of shares of Common Stock purchased upon the exercise of this Option and (ii) the excess of (A) the fair market value per share of Common Stock as of the date of such exercise over (B) the exercise price per share of Common Stock subject to this Option. For purposes of this Agreement, the term “Prohibited Activity” shall mean and include each of the following: ·The violation of any provision included in any agreement entered into between you and the Company pursuant to which you agree to refrain from soliciting any customers of the Company or any entities engaged in the commercial vehicle component industry with which the Company has contracts at the time. ·The violation of any provision included in any agreement entered into between you and the Company pursuant to which you agree to refrain from soliciting or attempting to solicit away from the Company any officer, employee or agent of the Company. ·The violation of any confidentiality, proprietary information, or non-disclosure provisions included in any agreement entered into between you and the Company. ·The violation of any agreement entered into between you and the Company pursuant to which you agree not to compete in any way with the Company. ·The violation of any provision included in any agreement entered into between you and the Company pursuant to which you agree to assign to the Company all rights to any copyrightable or patentable work you invent, improve or otherwise work on using the Company’s resources during your employment with the Company. If you are a party to any severance, retention or change in control agreement or program, and you engage in any activity which would constitute a violation of any non-competition, non-solicitation, confidentiality, proprietary information, or non-disclosure provision included in said agreement or program, you will be deemed to have engaged in a Prohibited Activity even if a change in control (as defined in said agreement or program) has not occurred. Nothing in the Plan or this Agreement shall be interpreted to interfere with or limit in any way the right of the Company or any Subsidiary to terminate your employment or services at any time.  In addition, nothing in the Plan or this Agreement shall be interpreted to confer upon you the right to continue in the employ or service of the Company or any Subsidiary. This Option is granted under and governed by the terms and conditions of the Plan.  You acknowledge and agree that the Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time.  The grant of an option under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of options or benefits in lieu of options in the future.  Future grants of options, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the grant, the number of stock options, vesting provisions, and the exercise price.  The Plan has been introduced voluntarily by the Company and in accordance with the provisions of the Plan may be terminated by the Company at any time.  By execution of this Agreement, you consent to the provisions of the Plan and this Agreement.  Capitalized terms used herein shall have the meaning set forth in the Plan, unless otherwise defined herein.

COMPANY:

ACCURIDE CORPORATION

By:

Its:

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF ACCURIDE CORPORATION

Subsidiary	Jurisdiction of Incorporation
Accuride Canada, Inc.	Canada (Ontario)
Accuride Cuyahoga Falls, Inc.	Delaware
Accuride de Mexico, S.A. de C.V. (1)	Mexico
Accuride Distributing, LLC	Delaware
Accuride Erie, L.P.	Delaware
Accuride Henderson Limited Liability Company	Delaware
Accuride EMI, LLC	Delaware
AKW General Partner, L.L.C.	Delaware
AOT, Inc.	Delaware
Erie Land Holding, Inc	Delaware
Transportation Technologies Industries, Inc. (2)	Delaware

(1)   Accuride de Mexico S.A. de C.V.’s subsidiaries include Accuride Monterrey, S. de R.L de C.V., Rims y Ruedas, S.A. de C.V., Servicios AISA, S.A. de C.V., and Accuride del Norte, S.A. de C.V. (all of which are incorporated in Mexico).

(2)   TTI’s subsidiaries include Truck Components Inc., Gunite Corporation, Brillion Iron Works, Inc., Bostrom Holdings, Inc., Bostrom Seating, Inc., Bostrom Specialty Seating, Inc., Imperial Group Holding Corp. -1, Imperial Group Holding Corp. -2, JAII Management Company, Imperial Group, L.P., and Bostrom Mexico, S.A. de C.V.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-168507 and 333-166923 on Form S-8 and No. 333-167111 on Form S-1 of our report dated March 15, 2012, relating to the consolidated financial statements of Accuride Corporation and subsidiaries, and the effectiveness of Accuride Corporation's internal control over financial reporting, appearing in this Annual Report on Form 10-K of Accuride Corporation for the year ended December 31, 2011.

/s/DELOITTE & TOUCHE LLP

Indianapolis, Indiana

March 15, 2012

EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 and Rule 13a-14 of the Exchange Act of 1934

CERTIFICATION

I, Richard F. Dauch, certify that:

1. I have reviewed this annual report on Form 10-K of Accuride Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)), for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2012

/s/ RICHARD F. DAUCH

Richard F. Dauch

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 and Rule 13a-14 of the Exchange Act of 1934

CERTIFICATION

I, Gregory A. Risch, certify that:

1. I have reviewed this annual report on Form 10-K of Accuride Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) ) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)), for the registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 15, 2012

/s/ GREGORY A. RISCH

Gregory A. Risch

Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code

I, Richard F. Dauch, President and Chief Executive Officer of Accuride Corporation, certify that to my knowledge, (i) the annual report on Form 10-K for the period ended December 31, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the annual report on Form 10-K for said period fairly presents, in all material respects, the financial condition and results of operations of Accuride Corporation.

/s/ RICHARD F. DAUCH	Dated:  March 15, 2012
Richard F. Dauch
President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code

I, Gregory A. Risch, Vice President and Chief Financial Officer of Accuride Corporation, certify that to my knowledge, (i) the annual Report on Form 10-K for the period ended December 31, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the annual report on Form 10-K for said period fairly presents, in all material respects, the financial condition and results of operations of Accuride Corporation.

/s/ GREGORY A. RISCH	Dated:  March 15, 2012
Gregory A. Risch
Vice President and Chief Financial Officer

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Subsequent Events

12 Months Ended

Dec. 31, 2011

Subsequent Events [Abstract]

Subsequent Events

Note 19-Subsequent Events

On February 7, 2012, Accuride entered into an asset-based loan (ABL) incremental commitment agreement, to which lenders agreed to provide $25.0 million in aggregate incremental commitments under the Company's existing secured ABL credit agreement dated July 29, 2010.  The new agreement materially improves the Company's total liquidity.

On February 10, 2012, the Company entered into a capital lease agreement for the lease of equipment to be used in the production of wheel-end components by our Gunite business unit.  The agreement provides financing in the amount of $15.0 million to Gunite for certain equipment, which is expected to be installed beginning in the second quarter of 2012.  In connection with the lease agreement, the Company was reimbursed for payments previously made to the manufacturer of the equipment of $7.9 million.

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Inventories

12 Months Ended

Dec. 31, 2011

Inventories [Abstract]

Inventories

Note 3 - Inventories

Inventories at December 31, 2011 and 2010, on a FIFO basis, were as follows:

	December 31, 2011		December 31, 2010
Raw materials	$	18,727	$	15,447
Work in process		18,425		14,096
Finished manufactured goods		35,675		26,275
Total inventories	$	72,827	$	55,818

Due to adoption of fresh-start reporting, inventories increased $3.0 million to reflect the increase in fair value over our normal valuation of inventories, which are stated at the lower of cost or market.  The $3.0 million was amortized during 2010 as a component of cost of goods sold.

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Discontinued Operations

12 Months Ended

Dec. 31, 2011

Discontinued Operations [Abstract]

Discontinued Operations

Note 2 – Discontinued Operations

In connection with the sale of Fabco, we have reclassified current and prior period operating results, including the gain/loss on the sale transaction, to discontinued operations.  In addition, the Company has also reclassified certain operating results and the loss on sale transactions for Bostrom Seating and Brillion Farm, which had previously been concluded as immaterial, to discontinued operations as well.

The following table presents sales and income from operations attributable to Fabco, Bostrom Seating and Brillion Farm.

	Successor						Predecessor
	Years Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,		Years Ended December 31,
	2011			2010			2010		2009
Net sales	$	24,325		$	77,622		$	12,412	$	55,444
Income (loss) from operations		3,692			10,842			1,116		(1,803	)
Income tax provision (benefit)		(353	)		3,798			397		8
Loss on sale		(6,726	)		(92	)		-		-
Discontinued operations	$	(2,681	)	$	6,952		$	719	$	(1,811	)

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
CURRENT ASSETS:
Cash and cash equivalents	$ 56,915	$ 78,466
Customer receivables, net of allowance for doubtful accounts of $676 and $1,640 in 2011 and 2010, respectively	90,001	70,760
Other receivables	8,074	4,942
Inventories	72,827	55,818
Deferred income taxes	7,675	13,061
Income tax receivable	0	1,097
Prepaid expenses and other current assets	4,657	4,360
Total current assets	240,149	228,504
PROPERTY, PLANT AND EQUIPMENT, net	271,562	241,052
OTHER ASSETS:
Goodwill	163,536	177,572
Other intangible assets, net	181,349	212,656
Deferred financing costs, net of accumulated amortization of $2,419 and $711 in 2011 and 2010, respectively	8,449	10,157
Other	3,817	4,109
TOTAL	868,862	874,050
CURRENT LIABILITIES:
Accounts payable	80,261	55,324
Accrued payroll and compensation	16,466	17,320
Accrued interest payable	12,503	12,682
Accrued workers compensation	4,936	6,994
Accrued and other liabilities	14,323	20,200
Total current liabilities	128,489	112,520
LONG-TERM DEBT	323,082	302,031
DEFERRED INCOME TAXES	21,001	32,937
NON-CURRENT INCOME TAXES PAYABLE	7,898	7,683
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY	76,563	75,767
PENSION BENEFIT PLAN LIABILITY	50,863	37,194
OTHER LIABILITIES	3,583	7,819
COMMITMENTS AND CONTINGENCIES (Notes 11 and 16)
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred Stock, $0.01 par value; 10,000,000 shares authorized	0	0
Common Stock, $0.01 par value; 80,000,000 shares authorized, 47,286,768 and 47,229,627 shares issued and outstanding at December 31, 2011 and December 31, 2010, respectively, and additional paid-in-capital	435,368	433,192
Accumulated other comprehensive loss	(34,422)	(8,561)
Accumulated deficiency	(143,563)	(126,532)
Total stockholders' equity	257,383	298,099
TOTAL	$ 868,862	$ 874,050

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	10 Months Ended	12 Months Ended	2 Months Ended	12 Months Ended
	Dec. 31, 2010 Successor [Member]	Dec. 31, 2011 Successor [Member]	Feb. 26, 2010 Predecessor [Member]	Dec. 31, 2009 Predecessor [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (126,532)	$ (17,031)	$ 50,802	$ (140,112)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation of property, plant and equipment	35,303	38,918	6,711	47,413
Amortization - deferred financing costs	1,148	2,759	694	4,557
Amortization - other intangible assets	8,456	12,360	821	4,922
Loss on extinguishment of debt	0	0	0	5,389
Reorganization items	0	0	(59,311)	14,379
Payments on reorganization items	0	0	(12,164)	(5,559)
Loss on disposal of assets	210	444	3	305
Provision for deferred income taxes	1,299	4,294	(1,560)	864
Non-cash stock-based compensation	1,101	2,397	0	333
Non-cash change in market valuation - convertible notes	(75,574)	0	0	0
Non-cash change in warrant liability	(2,648)	(3,971)	0	(594)
Non-cash inducement expense	166,691	0	0	0
Loss on sale of marketable securities	0	0	0	1,100
Impairments of goodwill and other intangibles	0	0	0	3,330
Paid-in-kind interest	6,863	0	1,769	9,421
Changes in certain assets and liabilities:
Receivables	3,885	(29,287)	(15,833)	11,918
Inventories	(1,285)	(25,916)	(5,736)	29,964
Prepaid expenses and other assets	(8,601)	(26,208)	1,051	368
Accounts payable	(13,089)	26,103	12,931	(20,968)
Accrued and other liabilities	13,183	13,601	(951)	(6,342)
Net cash provided by (used in) operating activities	10,410	(1,537)	(20,773)	(39,312)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(16,328)	(58,371)	(1,457)	(20,364)
Cash distribution from investment - Triton Containers	310	0	45	280
Proceeds from sale of discontinued operations	9,075	40,738	0	0
Payments for acquisition, net of cash received	0	(22,381)	0	0
Sale of marketable securities	0	0	0	3,900
Other investments	13,028	0	(600)	(18,689)
Net cash provided by (used in) investing activities	6,085	(40,014)	(2,012)	(34,873)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from postpetition senior credit facility	1,850	0	309,019	0
Payment of postpetition senior credit facility	(310,869)	0	0	0
Payment of prepetition senior credit facility	0	0	(305,814)	0
Proceeds from issuance of senior secured notes	301,593	0	0	0
Proceeds from convertible notes	0	0	140,000	0
Payment of debtor-in-possession borrowing	0	0	(25,000)	0
Debtor in possession borrowing	0	0	0	21,467
Increase in revolving credit advance	15,000	20,000	0	49,315
Decrease in revolving credit advance	(15,000)	0	(71,659)	(53,000)
Deferred financing fees	(10,868)	0	0	0
Credit facility amendment fees	0	0	0	(10,797)
Other	(82)	0	65	45
Net cash provided by (used in) financing activities	(18,376)	20,000	46,611	7,030
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(1,881)	(21,551)	23,826	(67,155)
CASH AND CASH EQUIVALENTS-Beginning of period	80,347	78,466	56,521	123,676
CASH AND CASH EQUIVALENTS-End of period	78,466	56,915	80,347	56,521
Supplemental cash flow information:
Cash paid for interest	12,875	31,133	9,393	41,051
Cash paid (received) for income taxes	199	(659)	(826)	777
Cash paid for capital leases	329	375	66	493
Non-cash transactions:
Purchases of property, plant and equipment in accounts payable	6,291	8,443	0	1,401
Issuance of warrants	0	0	6,618	4,655
Exercise of warrants	0	0	0	3,985
Financing fees related to the DIP credit facility	0	0	0	3,533
Conversion of convertible notes	$ 393,072	$ 0	$ 0	$ 0

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Contingencies

12 Months Ended

Dec. 31, 2011

Contingencies [Abstract]

Contingencies

Note 16 - 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 December 31, 2011, 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.

As of December 31, 2011, we had approximately 3,280 employees, of which 629 were salaried employees with the remainder paid hourly. Unions represent approximately 1,896 of our employees, which is approximately 58% 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. In 2011, we successfully completed negotiations at our Monterrey and Brillion Iron Works facilities and extended the labor contract at our Elkhart, Indiana facility through April 2013. The 2012 negotiations in Monterrey were successfully completed prior to the expiration of our union contract.  In 2012, we extended the labor contract at our London, Ontario facility through March 15, 2013.

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Guarantor and Non-guarantor Financial Statements

12 Months Ended

Dec. 31, 2011

Guarantor And Non-guarantor Financial Statements [Abstract]

Guarantor and Non-guarantor Financial Statements

Note 18-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

	Successor December 31, 2011
(in thousands)	Parent		Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations			Total
ASSETS
Cash and cash equivalents	$	51,578	$	(2,770	)	$	8,107		-		$	56,915
Accounts and other receivables, net		36,736		100,097			12,099	$	(50,857	)		98,075
Inventories		26,655		39,555			6,617		-			72,827
Other current assets		4,441		5,771			2,120		-			12,332
Total current assets		119,410		142,653			28,943		(50,857	)		240,149
Property, plant, and equipment, net		73,765		150,900			46,897		-			271,562
Goodwill		96,283		67,253			-		-			163,536
Intangible assets, net		139,384		41,965			-		-			181,349
Investments in and advances to subsidiaries and affiliates		281,552		-			-		(281,552	)		-
Other non-current assets		9,880		8,883			1,649		(8,146	)		12,266
TOTAL	$	720,274	$	411,654		$	77,489	$	(340,555	)	$	868,862
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	17,615	$	52,938		$	9,708		-		$	80,261
Accrued payroll and compensation		3,079		9,167			4,220		-			16,466
Accrued interest payable		12,503		-			-		-			12,503
Accrued and other liabilities		52,932		13,542			3,642	$	(50,857	)		19,259
Total current liabilities		86,129		75,647			17,570		(50,857	)		128,489
Long term debt		323,082		-			-		-			323,082
Deferred and non-current income taxes		37,045		-			-		(8,146	)		28,899
Other non-current liabilities		16,635		91,447			22,927		-			131,009
Stockholders' equity		257,383		244,560			36,992		(281,552	)		257,383
TOTAL	$	720,274	$	411,654		$	77,489	$	(340,555	)	$	868,862

	Successor December 31, 2010
(in thousands)	Parent		Guarantor Subsidiaries			Non-guarantor Subsidiaries		Eliminations			Total
ASSETS
Cash and cash equivalents	$	75,114	$	(2,000	)	$	5,352		-		$	78,466
Accounts and other receivables, net		25,382		104,985			39,886	$	(94,551	)		75,702
Inventories		18,791		26,521			10,506		-			55,818
Other current assets		3,546		7,035			7,937		-			18,518
Total current assets		122,833		136,541			63,681		(94,551	)		228,504
Property, plant, and equipment, net		45,909		121,990			73,153		-			241,052
Goodwill		97,127		67,253			13,192		-			177,572
Intangible assets, net		143,728		44,579			24,349		-			212,656
Investments in and advances to subsidiaries and affiliates		349,793		-			-		(349,793	)		-
Other non-current assets		10,977		7,379			1,647		(5,737	)		14,266
TOTAL	$	770,367	$	377,742		$	176,022	$	(450,081	)	$	874,050
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	9,562	$	34,494		$	11,268		-		$	55,324
Accrued payroll and compensation		3,683		6,841			6,796		-			17,320
Accrued interest payable		12,682		-			-		-			12,682
Accrued and other liabilities		97,369		17,373			7,003	$	(94,551	)		27,194
Total current liabilities		123,296		58,708			25,067		(94,551	)		112,520
Long term debt		302,031		-			-		-			302,031
Deferred and non-current income taxes		26,664		-			19,693		(5,737	)		40,620
Other non-current liabilities		20,277		80,093			20,410		-			120,780
Stockholders' equity		298,099		238,941			110,852		(349,793	)		298,099
TOTAL	$	770,367	$	377,742		$	176,022	$	(450,081	)	$	874,050

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

	Successor Year ended December 31, 2011
(in thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	432,994		$	520,139		$	147,236		$	(164,274	)	$	936,095
Cost of goods sold		374,807			506,611			138,140			(164,274	)		855,284
Gross profit		58,187			13,528			9,096			-			80,811
Operating expenses		46,748			9,811			340			-			56,899
Income from operations		11,439			3,717			8,756			-			23,912
Other income (expense):
Interest expense, net		(33,475	)		(1,718	)		1,096			-			(34,097	)
Equity in earnings of subsidiaries		(27,734	)		-			-			27,734			-
Other income (expense), net		37,788			3,267			(37,459	)		-			3,596
Income (loss) before income taxes from continuing operations		(11,982	)		5,266			(27,607	)		27,734			(6,589	)
Income tax  provision		5,049			-			2,712			-			7,761
Income (loss) from continuing operations		(17,031	)		5,266			(30,319	)		27,734			(14,350	)
Discontinued operations, net of tax		-			-			(2,681	)		-			(2,681	)
Net income (loss)	$	(17,031	)	$	5,266		$	(33,000	)	$	27,734		$	(17,031	)

	Successor Period from February 26 to December 31, 2010
(in thousands)	Parent			Guarantor Subsidiaries		Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	292,041		$	297,343	$	96,808		$	(103,885	)	$	582,307
Cost of goods sold		275,553			280,005		90,186			(103,885	)		541,859
Gross profit		16,488			17,338		6,622			-			40,448
Operating expenses		46,909			7,005		233			-			54,147
Income (loss) from operations		(30,421	)		10,333		6,389			-			(13,699	)
Other income expense:
Interest expense, net		(33,030	)		2,412		(2,832	)		-			(33,450	)
Equity in earnings of subsidiaries		21,581			-		-			(21,581	)		-
Other income (expense), net		(87,925	)		516		(1,133	)		-			(88,542	)
Income (loss) before income taxes from continuing operations		(129,795	)		13,261		2,424			(21,581	)		(135,691	)
Income tax provision (benefit)		(3,263	)		-		1,056			-			(2,207	)
Income (loss) from continuing operations		(126,532	)		13,261		1,368			(21,581	)		(133,484	)
Discontinued operations, net of tax		-			-		6,952			-			6,952
Net income (loss)	$	(126,532	)	$	13,261	$	8,320		$	(21,581	)	$	(126,532	)

	Predecessor Period from January 1 to February 26, 2010
(in thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	47,044		$	45,412		$	14,011		$	(14,820	)	$	91,647
Cost of goods sold		44,827			45,072			14,318			(14,820	)		89,397
Gross profit (loss)		2,217			340			(307	)		-			2,250
Operating expenses		5,327			1,121			31			-			6,479
Loss from operations		(3,110	)		(781	)		(338	)		-			(4,229	)
Other income (expense):
Interest expense, net		(6,804	)		515			(1,207	)		-			(7,496	)
Equity in earnings of subsidiaries		(1,096	)		-			-			1,096			-
Other income (expense), net		547			49			(30	)		-			566
Income (loss) before reorganization items and income taxes from continuing operations		(10,463	)		(217	)		(1,575	)		1,096			(11,159	)
Reorganization expense (income)		(59,334	)		-			23			-			(59,311	)
Income tax benefit		(1,931	)		-			-			-			(1,931	)
Income (loss) from continuing operations		50,802			(217	)		(1,598	)		1,096			50,083
Discontinued operations, net of tax		-			-			719			-			719
Net income (loss)	$	50,802		$	(217	)	$	(879	)	$	1,096		$	50,802

	Predecessor Year ended December 31, 2009
(in thousands)	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
Net sales	$	271,005		$	254,183		$	90,009		$	(100,448	)	$	514,749
Cost of goods sold		262,748			273,249			86,284			(100,448	)		521,833
Gross profit (loss)		8,257			(19,066	)		3,725			-			(7,084	)
Operating expenses		29,330			6,468			565			-			36,363
Impairment of other intangibles		-			2,830			-			-			2,830
Prepetition fees		17,015			-			-			-			17,015
Income (loss) from operations		(38,088	)		(28,364	)		3,160			-			(63,292	)
Other income (expense):
Interest expense, net		(56,993	)		3,228			(5,988	)		-			(59,753	)
Loss on extinguishment of debt		(5,389	)		-			-			-			(5,389	)
Equity in earnings of subsidiaries		(22,968	)		-			-			22,968			-
Other income (expense), net		(1,471	)		252			8,107			-			6,888
Income (loss) before reorganization items and income taxes from continuing operations		(124,909	)		(24,884	)		5,279			22,968			(121,546	)
Reorganization expense (income)		14,379			-			-			-			14,379
Income tax provision		824			-			1,552			-			2,376
Income (loss) from continuing operations		(140,112	)		(24,884	)		3,727			22,968			(138,301	)
Discontinued operations, net of tax		-			-			(1,811	)		-			(1,811	)
Net income (loss)	$	(140,112	)	$	(24,884	)	$	1,916		$	22,968		$	(140,112	)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	Successor Year ended December 31, 2011
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(17,031	)	$	5,266		$	(33,000	)	$	27,734		$	(17,031	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		10,717			21,162			7,039			-			38,918
Amortization – deferred financing costs		2,759			-			-			-			2,759
Amortization – other intangible assets		8,767			2,614			979			-			12,360
(Gain) loss on disposal of assets		(11,461	)		(922	)		12,827			-			444
Deferred income taxes		4,842			-			(548	)		-			4,294
Non-cash stock-based compensation		2,397			-			-			-			2,397
Equity in earnings of subsidiaries and affiliates		27,734			-			-			(27,734	)		-
Non-cash change in warrant liability		(3,971	)		-			-			-			(3,971	)
Change in other operating items		(35,793	)		16,894			(22,808	)		-			(41,707	)
Net cash provided by (used in) operating activities		(11,040	)		45,014			(35,511	)		-			(1,537	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(10,115	)		(45,784	)		(2,472	)		-			(58,371	)
Other		(22,381	)		-			40,738			-			18,357
Net cash provided by (used in) investing activities		(32,496	)		(45,784	)		38,266			-			(40,014	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in revolving credit advance		20,000			-			-			-			20,000
Net cash provided by financing activities		20,000			-			-			-			20,000
Increase (decrease) in cash and cash equivalents		(23,536	)		(770	)		2,755			-			(21,551	)
Cash and cash equivalents, beginning of period		75,114			(2,000	)		5,352			-			78,466
Cash and cash equivalents, end of period	$	51,578		$	(2,770	)	$	8,107		$	-		$	56,915

	Successor Period from February 26 to December 31, 2010
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(126,532	)	$	13,261		$	8,320		$	(21,581	)	$	(126,532	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		7,026			19,539			8,738			-			35,303
Amortization – deferred financing costs		1,148			-			-			-			1,148
Amortization – other intangible assets		5,572			1,721			1,163			-			8,456
Loss on disposal of assets		16			36			158			-			210
Deferred income taxes		(2,929	)		-			4,228			-			1,299
Paid-in-kind interest		6,863			-			-			-			6,863
Non-cash stock-based compensation		1,101			-			-			-			1,101
Equity in earnings of subsidiaries and affiliates		(21,581	)		-			-			21,581			-
Non-cash change in market valuation - convertible notes		(75,574	)		-			-			-			(75,574	)
Non-cash change in warrant liability		(2,648	)		-			-			-			(2,648	)
Non-cash inducement expense		166,691			-			-			-			166,691
Change in other operating items		20,449			(21,527	)		(4,829	)		-			(5,907	)
Net cash provided by (used in) operating activities		(20,398	)		13,030			17,778			-			10,410
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(2,110	)		(11,889	)		(2,329	)		-			(16,328	)
Other		13,027			311			9,075			-			22,413
Net cash provided by (used in) investing activities		10,917			(11,578	)		6,746			-			6,085
CASH FLOWS FROM FINANCING ACTIVITIES:
Other		3,624			-			(22,000	)		-			(18,376	)
Net cash provided by (used in) financing activities		3,624			-			(22,000	)		-			(18,376	)
Increase (decrease) in cash and cash equivalents		(5,857	)		1,452			2,524			-			(1,881	)
Cash and cash equivalents, beginning of period		80,971			(3,452	)		2,828			-			80,347
Cash and cash equivalents, end of period	$	75,114		$	(2,000	)	$	5,352		$	-		$	78,466

	Predecessor Period from January 1 to February 26, 2010
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	50,802		$	(217	)	$	(879	)	$	1,096		$	50,802
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		1,205			4,164			1,342			-			6,711
Amortization – deferred financing costs		690			-			4			-			694
Amortization – other intangible assets		31			614			176			-			821
Reorganization items		(59,334	)		-			23			-			(59,311	)
Payments on reorganization items		(12,164	)		-			-			-			(12,164	)
Paid-in-kind interest		1,769			-			-			-			1,769
Loss (gain) on disposal of assets		2			-			1			-			3
Equity in earnings of subsidiaries and affiliates		1,096			-			-			(1,096	)		-
Deferred income taxes		(1,957	)		-			397			-			(1,560	)
Change in other operating items		(625	)		(5,356	)		(2,557	)		-			(8,538	)
Net cash used in operating activities		(18,485	)		(795	)		(1,493	)		-			(20,773	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(60	)		(1,338	)		(59	)		-			(1,457	)
Other		(600	)		45			-			-			(555	)
Net cash used in investing activities		(660	)		(1,293	)		(59	)		-			(2,012	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from debt issuance		46,611			-			-			-			46,611
Net cash provided by financing activities		46,611			-			-			-			46,611
Increase (decrease) in cash and cash equivalents		27,466			(2,088	)		(1,552	)		-			23,826
Cash and cash equivalents, beginning of year		53,505			(1,364	)		4,380			-			56,521
Cash and cash equivalents, end of period	$	80,971		$	(3,452	)	$	2,828		$	-		$	80,347

	Predecessor Year ended December 31, 2009
(in thousands)	Parent Company			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(140,112	)	$	(24,884	)	$	1,916		$	22,968		$	(140,112	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		8,230			30,733			8,450			-			47,413
Amortization – deferred financing costs		4,526			-			31			-			4,557
Amortization – other intangible assets		187			3,684			1,051			-			4,922
Loss on extinguishment of debt		5,389			-			-			-			5,389
Change in warrant liability		(594	)		-			-			-			(594	)
Paid-in-kind interest		9,421			-			-			-			9,421
Loss (gain) on disposal of assets		(275	)		287			293			-			305
Loss on sale of marketable securities		1,100			-			-			-			1,100
Provision for deferred income taxes		255			-			609			-			864
Equity in earnings of subsidiaries and affiliates		22,968			-			-			(22,968	)		-
Non-cash stock-based compensation		333			-			-			-			333
Impairments of other intangibles		-			2,830			500			-			3,330
Reorganization items		14,379			-			-			-			14,379
Payments on reorganization items		(5,559	)		-			-			-			(5,559	)
Change in other operating items		44,362			(802	)		(28,620	)		-			14,940
Net cash provided by (used in) operating activities		(35,390	)		11,848			(15,770	)		-			(39,312	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(6,976	)		(11,841	)		(1,547	)		-			(20,364	)
Other		(14,789	)		280			-			-			(14,509	)
Net cash used in investing activities		(21,765	)		(11,561	)		(1,547	)		-			(34,873	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in revolving credit advance		4,315			-			(8,000	)		-			(3,685	)
Debtor in possession borrowing		21,467			-			-			-			21,467
Other		(10,752	)		-			-			-			(10,752	)
Net cash provided by (used in) financing activities		15,030			-			(8,000	)		-			7,030
Decrease in cash and cash equivalents		(42,125	)		287			(25,317	)		-			(67,155	)
Cash and cash equivalents, beginning of year		95,630			(1,651	)		29,697			-			123,676
Cash and cash equivalents, end of period	$	53,505		$	(1,364	)	$	4,380		$	-		$	56,521

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 1 - Summary of Significant Accounting Policies

Basis of Consolidation-The accompanying consolidated financial statements include the accounts of Accuride Corporation (the “Company”) and its wholly-owned subsidiaries, including Accuride Canada, Inc. (“Accuride Canada”), Accuride Erie L.P. (“Accuride Erie”), Accuride de Mexico, S.A. de C.V. (“AdM”), AOT, Inc. (“AOT”), and Transportation Technologies Industries, Inc. (“TTI”). TTI's subsidiaries include, Brillion Iron Works, Inc. (“Brillion”), Gunite Corporation (“Gunite”), and Imperial Group, L.P. (“Imperial”). All significant intercompany transactions have been eliminated.  Certain operating results from prior periods, including the predecessor periods, have been reclassified to discontinued operations to conform to the current year presentation.

On January 31, 2011, substantially all of the assets, liabilities and business of our Bostrom Seating subsidiary were sold to a subsidiary of Commercial Vehicle Group, Inc. for approximately $8.8 million and resulted in recognition of a $0.3 million loss on our consolidated statement of operations in the twelve months ended December 31, 2011, which have been reclassified to discontinued operations.  Of the purchase price, $1.0 million was placed into a one year escrow securing the indemnification obligations of Bostrom to Commercial Vehicle Group, Inc.  See Note 2 “Discontinued Operations” for further discussion.

On June 20, 2011, the Company entered into, and consummated the acquisition contemplated by, an Asset Purchase Agreement (the “Agreement”), pursuant to which the Company's subsidiary, Accuride EMI, LLC (“Buyer”), acquired substantially all of the assets and assumed certain liabilities of Forgitron Technologies LLC (“Seller”), a manufacturer and supplier of aluminum wheels for commercial vehicles.  Pursuant to the Agreement, Buyer purchased the acquired assets for a purchase price of $22.4 million in cash.   This acquisition included an 80,000 square foot forged aluminum wheel manufacturing facility in Camden, South Carolina (“Camden”) and is consistent with the Company's planned capacity expansion of its core aluminum wheel product line.

The Camden acquisition was accounted for by the acquisition method of accounting.  Under acquisition accounting, the total purchase price has been allocated to the tangible and intangible assets and liabilities of Camden based upon their fair values.  We finalized the fair valuation of net assets acquired, for property, plant, and equipment, intangible assets, and goodwill, during the fourth quarter of 2011.  In connection with the allocation of the purchase price, we recorded goodwill of approximately $1.1 million as shown in the following table:

(In thousands)
Purchase price (cash consideration)	$	22,381
Net assets at fair value		21,320
Excess of purchase price over net assets acquired	$	1,061

The purchase price allocation as of December 31, 2011 was as follows:

(In thousands)
Customer receivables	$	1,289
Inventories		816
Prepaid expenses and other current assets		101
Property, plant, and equipment		17,225
Goodwill		1,061
Intangible assets		3,400
Current liabilities		(1,511	)
Purchase price (cash consideration)	$	22,381

On September 26, 2011, the Company announced the sale of its wholly-owned subsidiary, Fabco Automotive Corporation (“Fabco”) to Fabco Holdings, Inc., a new company formed and capitalized by Wynnchurch Capital, Ltd. in partnership with Stone River Capital Partners, LLC.  The sale concluded for a purchase price of $35.0 million, subject to a working capital adjustment, plus a contingent payment of up to $2.0 million depending on Fabco's financial performance during calendar year 2012.  The Company recognized a loss of $6.3 million, including $2.1 million in transactional fees, related to the sale transaction during the twelve months ended December 31, 2011, which is included as a component of discontinued operations.  See Note 2 “Discontinued Operations” for further discussion.

Bankruptcy Filing – On October 8, 2009, Accuride and its domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).  Prior to filing for bankruptcy, we were in default under our prepetition senior credit facility and the indenture governing our prepetition senior subordinated notes due to our failure to comply with certain financial covenants in the prepetition senior credit facility and to make the $11.7 million interest payment due August 3, 2009 on our prepetition senior subordinated notes.  Beginning in July 2009, we entered into a series of amendments and temporary waivers with our senior lenders and forbearances with our prepetition noteholders related to these defaults, which prevented acceleration of the indebtedness outstanding under these debt instruments and enabled us to negotiate a financial reorganization to be implemented through the bankruptcy process with these key constituents prior to our bankruptcy filing.  On October 7, 2009, we entered into restructuring support agreements with the holders of approximately 57% of the principal amount of the loans outstanding under our prepetition senior credit facility and the holders of approximately 70% of the principal amount of our prepetition senior subordinated notes, pursuant to which the parties agreed to support a financial reorganization of the Company and its domestic subsidiaries consistent with the terms set forth therein.

On November 18, 2009, we filed our Joint Plan of Reorganization and the related Disclosure Statement with the Bankruptcy Court.  All classes of creditors entitled to vote voted to approve the Plan of Reorganization.  A confirmation hearing for the Plan of Reorganization was held beginning on February 17, 2010.  At the confirmation hearing, we and all of our constituents reached a settlement to fully resolve all disputes related to the Plan of Reorganization and all of our key constituents agreed to support the Plan of Reorganization.  On February 18, 2010, the Bankruptcy Court entered an order confirming the Third Amended Joint Plan of Reorganization, which approved and confirmed the Plan of Reorganization, as modified by the confirmation order.  On February 26, 2010 (the “Effective Date”), the Plan of Reorganization became effective and we emerged from Chapter 11 bankruptcy proceedings. During the pendency of the bankruptcy, we operated our business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

Liabilities Subject to Compromise-As a result of the Chapter 11 filing, the payment of prepetition indebtedness was subject to compromise or other treatment under the Debtors' plan of reorganization. Generally, actions to enforce or otherwise effect payment of prepetition liabilities were stayed. Although prepetition claims are generally stayed, at hearings held on October 9, 2009, the Court approved the Debtors' “first day” motions generally designed to stabilize the Debtors' operations and cover, among other things, human capital obligations, supplier relations, customer relations, business operations, tax matters, cash management, utilities, case management and retention of professionals.

Undisputed postpetition claims in the ordinary course of business were paid. In addition, the Debtors may have rejected prepetition executory contracts and unexpired leases with respect to the Debtors' operations, with the approval of the Court. Damages resulting from rejection of executory contracts and unexpired leases are treated as general unsecured claims and were classified as liabilities subject to compromise. On November 3, 2009, the Court established November 30, 2009 as the bar date. The bar date is the date by which claims against the Debtors arising prior to the Debtors' Chapter 11 filings must be filed if the claimants wish to receive any distribution in the Chapter 11 cases. On November 9, 2009, the Debtors commenced notification, including publication, to all known actual and potential creditors informing them of the bar date and the required procedures with respect to the filing of proofs of claim with the Court.

Liabilities subject to compromise consisted of the following:

	December 31, 2009
Debt	$	275,000
Accrued interest		15,976
Accounts payable		7,978
Executory contracts and leases		3,160
Liabilities subject to compromise	$	302,114

On the Effective Date of our Plan of Reorganization, the debt and accrued interest was cancelled.  The subordinated senior note holders received 9.8 million shares of our postpetition Common Stock and the accounts payable liabilities were subsequently paid in cash.

Reorganization Items-Reorganization items such as certain revenues, expenses such as professional fees directly related to the process of reorganizing the Debtors under Chapter 11, realized gains and losses, and provisions for losses resulting from the reorganization and restructuring of the business are separately disclosed. Professional fees directly related to the reorganization include fees associated with advisors to the Debtors, unsecured creditors and secured creditors.  From October 8, 2009 through December 31, 2009, approximately $5.6 million of professional fees were paid.  Reorganization income (expense) recognized for the year ended December 31, 2009 and for the period January 1, 2010 to February 26, 2010 consists of the following:

	Predecessor
	Period from January 1 to February 26,			Year Ended December 31,
(In thousands)	2010			2009
Debt discharge – Senior subordinate notes and interest	$	252,798		$	-
Market valuation of $140 million convertible notes		(155,094	)		-
Professional fees		(25,030	)		(10,829	)
Market valuation of warrants issued		(6,618	)		-
Deferred financing fees		(3,847	)		(3,550	)
Term loan facility discount		(2,974	)		-
Other		76			-
Total	$	59,311		$	(14,379	)

Fresh-Start Reporting-Upon our emergence from Chapter 11 bankruptcy proceedings, we adopted fresh-start accounting in accordance with the provisions of Accounting Standards Codification (“ASC”) 852, Reorganizations, pursuant to which the midpoint of the range of our reorganization value of $563 million was allocated to our assets and liabilities in conformity with the procedures specified by ASC 805, Business Combinations.  We adopted fresh-start accounting for all of subsidiaries, although our foreign subsidiaries did not file for bankruptcy protection in their jurisdictions.

The following fresh-start balance sheet illustrates the financial effects on the Company of the implementation of the Plan of Reorganization and the adoption of fresh-start reporting.  This fresh-start balance sheet reflects the effect of the consummation of the transactions contemplated in the Plan of Reorganization, including issuance of new indebtedness and repayment and settlement of old indebtedness.

As a result of the adoption of fresh-start reporting, our consolidated balance sheets and consolidated statements of operations subsequent to February 26, 2010, will not be comparable in many respects to our consolidated balance sheets and consolidated statements of operations prior to February 26, 2010.  References to “Successor Company” refer to the Company after February 26, 2010, after giving effect to the application of fresh-start reporting.  References to “Predecessor Company” refer to the Company on or prior to February 26, 2010.

The effects of the Plan of Reorganization and fresh-start reporting on the Company's consolidated balance sheet as of February 26, 2010 are as follows:

	Fresh-Start Adjustments
(in thousands)	Predecessor			Debt Discharge and Issuance (a)			Reinstatement of Liabilities (b)			Revaluation of Assets and Liabilities (c)			Successor
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	34,880		$	45,467		$	-		$	-		$	80,347
Customer receivables, net		73,636			-			-			-			73,636
Other receivables		8,498			-			-			-			8,498
Inventories		56,639			-			-			3,028			59,667
Deferred income taxes		4,371			-			-			(1,836	)		2,535
Income tax receivable		720			-			-			-			720
Prepaid expenses and other current assets		20,518			-			-			(16,439	)		4,079
Total current assets		199,262			45,467			-			(15,247	)		229,482
PROPERTY, PLANT AND EQUIPMENT, net		224,270			-			-			31,425			255,695
OTHER ASSETS:
Goodwill		127,474			-			-			50,098			177,572
Other intangible assets, net		88,409			-			-			135,991			224,400
Deferred financing fees, net		3,847			(3,847	)		-			-			-
Other		22,221			66			-			(4,190	)		18,097
TOTAL	$	665,483		$	41,686		$	-		$	198,077		$	905,246
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts Payable	$	57,074		$	-		$	7,978		$	-		$	65,052
Accrued payroll and compensation		18,058			-			-			-			18,058
Accrued interest payable		242			-			-			-			242
Debt		399,500			(399,500	)		-			-			-
Accrued and other liabilities		27,044			(1,012	)		346			(840	)		25,538
Total current liabilities		501,918			(400,512	)		8,324			(840	)		108,890
LONG-TERM DEBT		-			604,113			-			-			604,113
DEFERRED INCOME TAXES		14,274			-			-			11,305			25,579
NON-CURRENT INCOME TAXES PAYABLE		7,914			-			-			-			7,914
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY		61,037			-			-			12,033			73,070
PENSION BENEFIT PLAN LIABILITY		35,915			-			-			(959	)		34,956
OTHER LIABILITIES		4,108			6,542			2,814			(1,774	)		11,690
LIABILITIES SUBJECT TO COMPROMISE		302,114			(290,976	)		(11,138	)		-			-
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock and Additional Paid-in-Capital		268,590			38,178			-			(267,734	)		39,034
Treasury stock		(751	)		-			-			751			-
Accumulated other comprehensive loss		(48,376	)		-			-			48,376			-
Retained earnings (deficiency)		(481,260	)		84,341			-			396,919			-
Total stockholders' equity (deficiency)		(261,797	)		122,519			-			178,312			39,034
TOTAL	$	665,483		$	41,686		$	-		$	198,077		$	905,246

(a) Included in the debt discharge and issuance is the receipt of the $140 million aggregate principal amount of convertible notes, which was used to pay off the $71.1 million of Last-Out-Loans under our prepetition senior credit facility and our DIP facility of $25.0 million.  The net gain recognized is a result of the discharge of our prepetition senior subordinated notes of $275.0 million along with interest of $16.0 million being partially offset by the issuance of the convertible notes and the corresponding equity received from the Plan of Reorganization.

(b) The liabilities subject to compromise other than debt were reinstated to the appropriate liability classification as part of the Plan of Reorganization.

(c) The allocations of fair value were based upon valuation information and other studies that were completed during the fourth quarter of 2010 and discussed below.

Fresh-Start Reporting Adjustments

In applying fresh-start reporting, we applied ASC 805, Business Combinations, and recorded our assets and liabilities at fair value on February 26, 2010.  These fresh-start adjustments were finalized during the fourth quarter of 2010.  Aside from the assets and liabilities that already represented fair value on our consolidated balance sheet, the significant assumptions related to the valuations of our assets and liabilities that were revalued in connection with fresh-start reporting are subsequently discussed.

Inventory

We recorded inventories at their fair value of $59.7 million, which was an increase of $3.0 million.  Historically, our inventories were stated at the lower of cost or market on a first-in, first-out (“FIFO”) basis.  The fair value valuation was determined based on the estimated selling price less costs to sell for finished goods and work-in-process, which also considered costs to completion.  Raw material values were based on replacement cost.  The increase of fair value over our stated values was amortized during 2010 as a component of cost of goods sold.

   Supplies

At emergence the Successor Company adopted a supplies accounting policy that requires capitalization of critical supplies that are above a threshold limit with subsequent amortization over their useful lives.  Supplies purchased that are valued below the threshold limit will be immediately recognized as an expense in our consolidated statements of operations.  Approximately $16.4 million of supplies for our Predecessor Company were removed from other current assets and $2.6 million were added to other non-current assets, which represented the fair value of the supplies the met the requirements of the accounting policy.

Property, Plant and Equipment

We recorded property, plant and equipment which includes land, land improvements, buildings, machinery and equipment, and construction in progress at its fair value of $255.7 million.  Fair value was based on the highest and best use of specific properties.  Specific approaches by asset class are as follows:

·   Land and land improvement values were determined based on the sales comparison approach, which considers the value of the land parcels if vacant.  In the sales comparison approach, comparable land sales and listing in each property's geographic area were obtained and compared to the property being valued, focusing most heavily on recent sales of similar size, location, and zoning.

·   The buildings and building improvements were valued using a direct cost method whereby the replacement cost was estimated based on building class using square foot costs.  An estimate of physical deterioration as well as functional and external obsolescence was then applied to arrive at a final fair value.

·   Machinery and equipment were valued on a continued-use basis.  Using the indirect method of the cost approach, the replacement cost was indexed according to the historical cost, with allowances for physical deterioration as well as functional and external obsolescence to arrive at a final fair value.  Construction in progress was reported using original cost basis.

Other intangible assets

We recorded other intangible assets of $224.4 million at their fair values. The following is a summary of and approaches used to determine the fair value of our significant intangible assets:

·   Trade names and technology were valued at $34.1 million and $40.4 million, respectively, which was determined using the relief from royalty method, which capitalizes the cost savings associated with owning, rather than licensing the trade names and technology.  Other significant considerations include revenues applicable to the trade names and technology with a declining obsolescence factor for technology, useful life, royalty rates, income tax rates, discount rates, and the tax benefits from amortization expense.

·   Customer relationships were valued at $149.9 million using the multi-period excess earnings approach, which is a form of the income approach.  This method is based on the concept that cash flows attributable to the assets are available after deducting the costs associated with the business as well as the return on assets employed in the generation of the cash flows.  Significant considerations include cash flows from existing customer relationships, estimating contributory asset charges and required rates of return on tangible and intangible assets, the tax amortization benefit, and discount rates.

   Goodwill

We recorded Goodwill of $177.6 million upon application of fresh-start reporting. When applying fresh-start reporting, the difference between the business enterprise value and the fair value of our assets and liabilities gives rise to goodwill, which is a residual.

Deferred Income Taxes

We recorded deferred income tax assets and liabilities of $2.5 million and $25.6 million, respectively, for temporary differences resulting from applying fresh-start reporting.

Debt

We recorded our long-term debt at their total fair value of $604.1 million, which had two major components, as follows:

·   The senior credit facility of $309.0 million.

·   The $140 million aggregate principal amount of convertible notes was recorded at fair value of $124.2 million and its embedded conversion option at $170.9 million.  The fair values related to the convertible notes and the embedded conversion option considered several factors, such as the price of our Common Stock, volatility, the risk-free rate, and credit spreads.  Also significant are the coupon interest rate, the rate of conversion of the notes into shares of our Common Stock, and the term of the instrument.

Pensions and Other Postretirement Benefit Plan Liabilities, current and non-current

We recorded pensions of $35.0 million and other postretirement benefit plan liabilities of $73.1 million, which includes the actuarial measurement of all of our benefit plans.  These liabilities increased by $11.1 million compared to the Predecessor's valuations due to changes in the market value of our assets and liabilities, eliminating accumulated other comprehensive income, and revised discount rates, which declined between 75 and 100 basis points from the Predecessor's valuations.

Stockholder's Equity (Deficiency)

The changes to our Stockholder's Equity (Deficiency) reflect our recapitalization using $563 million, which is the midpoint of the range of our enterprise valuations in our Plan of Reorganization and the application of fresh-start reporting.  Also included is the elimination of our Predecessor Common Stock, Treasury Stock, Accumulated Other Comprehensive Loss, and Accumulated Deficiency.

Prepetition Professional Fees-Special legal and other advisors fees associated with our prepetition reorganization efforts, including preparation for the bankruptcy filing, are reflected in prepetition professional fees in the consolidated statement of operations for the year ended December 31, 2009.

Business of the Company-We are engaged primarily in the design, manufacture and distribution of components for trucks, trailers and certain military and construction vehicles. We sell our products primarily within North America and Latin America to original equipment manufacturers and to the aftermarket.

Management's Estimates and Assumptions-The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Revenue Recognition-Revenue from product sales is recognized primarily upon shipment whereupon title passes and we have no further obligations to the customer. Provisions for discounts and rebates to customers, and returns and other adjustments are provided for as a reduction of sales in the same period the related sales are recorded.

Cash and Cash Equivalents-Cash and cash equivalents include all highly liquid investments with original maturities of three months or less.  The carrying value of these investments approximates fair value due to their short maturity.

Inventories-Inventories are stated at the lower of cost or market. Cost for substantially all inventories is determined by the first-in, first-out method (“FIFO”). We review inventory on hand and write down excess and obsolete inventory based on our assessment of future demand and historical experience.  We also recognize abnormal items as current-period charges.  Fixed production overhead costs are based on the normal capacity of the production facilities.  As a result of our fresh-start accounting analysis, our valuation for inventories was approximately $3.0 million higher than the lower of cost or market on February 26, 2010.  That value was amortized during 2010 and recognized as a component of cost of goods sold.

Supplies-For the Successor Company, critical supplies are recorded at cost and depreciated over their useful lives.  For supplies valued below the threshold, we immediately recognize as expense in our statements of operations.

Property, Plant and Equipment-Property, plant and equipment are recorded at cost and are depreciated using the straight-line method over their expected useful lives.  Generally, buildings and improvements have useful lives of 15-30 years, and factory machinery and equipment have useful lives of 10 years.  As a result of the fresh-start accounting analysis, our property, plant, and equipment was adjusted to fair value at February 26, 2010.

Deferred Financing Costs-Costs incurred in connection with the ABL Credit Agreement and issuance of our senior secured notes (see Note 6) were originally deferred and are being amortized over the life of the related debt using the effective interest method.  Deferred financing costs related to prepetition senior subordinated debt that was subject to compromise were recognized as reorganization items during the year ended December 31, 2009.  Debt issuance costs and discounts on prepetition senior debt were removed as part of our fresh start valuation, settlement of prepetition debt and issuance of postpetition debt.

Goodwill-Goodwill represents the excess of the reorganization value of the Successor Company over the fair value of net tangible assets and identifiable assets and liabilities resulting from the application of ASC 852.  See Note 4 for further discussion.

Intangible Assets-Identifiable intangible assets consist of trade names, technology and customer relationships.  Indefinite lived intangibles assets (trade names) are not amortized.  The lives for the definite-lived intangibles assets are reviewed to ensure recoverability whenever events or changes in economic circumstances indicate the carrying amount of such assets may not be recoverable.  As a result of the fresh-start accounting analysis, our intangible assets were established at fair value on February 26, 2010.  See Note 4 for further discussion.

Impairment-We evaluate our long-lived assets to be held and used and our amortizing intangible assets for impairment when events or changes in economic circumstances indicate the carrying amount of such assets may not be recoverable. Impairment is determined by comparison of the carrying amount of the asset to the undiscounted net cash flows expected to be generated by the related asset group. Long-lived assets to be disposed of are carried at the lower of cost or fair value less the costs of disposal.

Goodwill and our indefinite lived intangible assets (trade names) are reviewed for impairment annually or more frequently if impairment indicators exist.  Impairment is determined for trade names by comparison of the carrying amount to the fair value, which is determined using an income approach (relief from royalty method).  Impairment is determined for goodwill using the two-step approach.  The first step is the estimation of fair value of each reporting unit, which is compared to the carrying value.  If step one indicates that impairment potentially exists, the second step is performed to measure the amount of impairment, if any.  Goodwill impairment exists when the implied fair value of goodwill is less than its carrying value.

Pension Plans-We have trusteed, non-contributory pension plans covering certain U.S. and Canadian employees. For certain plans, the benefits are based on career average salary and years of service and, for other plans, a fixed amount for each year of service. Our net periodic pension benefit costs are actuarially determined. Our funding policy provides that payments to the pension trusts shall be at least equal to the minimum legal funding requirements.

Postretirement Benefits Other Than Pensions-We have postretirement health care and life insurance benefit plans covering certain U.S. non-bargained and Canadian employees. We account for these benefits on an accrual basis and provide for the expected cost of such postretirement benefits accrued during the years employees render the necessary service. Our funding policy provides that payments to participants shall be at least equal to our cash basis obligation.

Postemployment Benefits Other Than Pensions-We have certain post-employment benefit plans, which provide severance benefits, covering certain U.S. and Canadian employees. We account for these benefits on an accrual basis.

Income Taxes-Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management's best assessment of estimated future taxes to be paid.  We are subject to income taxes in the United States and numerous foreign jurisdictions.  Significant judgments and estimates are required in determining the consolidated income tax expense.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense.  In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations.  In projecting future taxable income, we begin with historical results, adjusted for the results of discontinued operations and changes in accounting policies, and incorporate assumptions including the amount of future state, federal and foreign pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax-planning strategies.  These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses.  In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss).

We have concluded that it is more likely than not that we will not realize the benefits of certain deferred tax assets, totaling $55.4 million, for which we have provided a valuation allowance. See Note 9 for a discussion of valuation allowances.

We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Research and Development Costs-Expenditures relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed as incurred and are reported as a component of operating expenses in the consolidated statements of operations. The amount expensed in the year ended December 31, 2011 totaled $4.8 million. For the period January 1, 2010 to February 26, 2010 and for the period February 26, 2010 to December 31, 2010 we expensed $0.7 million and $3.4 million, respectively. The amount expensed in the year ended December 31, 2009 totaled $4.3.

Foreign Currency-The assets and liabilities of Accuride Canada and AdM that are receivable or payable in cash are converted at current exchange rates, and inventories and other non-monetary assets and liabilities are converted at historical rates. Revenues and expenses are converted at average rates in effect for the period. The functional currencies of Accuride Canada and AdM have been determined to be the U.S. dollar. Accordingly, gains and losses resulting from conversion of such amounts, as well as gains and losses on foreign currency transactions, are included in operating results as “Other income (loss), net.” We had an aggregate foreign currency gain of $7.1 million for the year ended December 31, 2009. For the year ended December 31, 2011 and for the period February 26, 2010 to December 31, 2010 we had aggregate foreign currency losses of $0.1 million and $0.7 million, respectively.

Concentrations of Credit Risk-Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents, customer receivables, and derivative financial instruments. We place our cash and cash equivalents and execute derivatives with high quality financial institutions. Generally, we do not require collateral or other security to support customer receivables.

Derivative Financial Instruments-We periodically use derivative instruments to manage exposure to foreign currency, commodity prices, and interest rate risks. We do not enter into derivative financial instruments for trading or speculative purposes. The derivative instruments used by us include interest rate, foreign exchange, and commodity price instruments. All derivative instruments are recognized on the consolidated balance sheet at their estimated fair value. As of December 31, 2011, there were no derivatives designated as hedges for financial reporting purposes.

Interest Rate Instruments-From time to time, we use interest rate swap agreements as a means of fixing the interest rate on portions of our floating-rate debt.  The interest rate swap agreements were not designated as hedges for financial reporting purposes and were carried in the consolidated financial statements at fair value, with all realized and unrealized gains or losses reflected in current period earnings as a component of interest expense.  As of December 31, 2009, we had one interest rate swap agreement to exchange, at specified intervals, the difference between 3.81% from March 2008 through March 2010, and the variable rate interest amounts calculated by reference to the notional principal amount of $125 million.  As of December 31, 2009, we had a liability of $1.1 million included in accrued and other liabilities on the consolidated balance sheet.  On March 10, 2010 we terminated the swap agreement and paid the outstanding liability.

Foreign Exchange Instruments-At December 31, 2011, the notional amount of open foreign exchange forward contracts was $1,160.  We had no outstanding instruments at December 31, 2010.

Commodity Price Instruments-We periodically use commodity price swap contracts to limit exposure to changes in certain raw material prices. Commodity price instruments, which do not meet the normal purchase exception, are not designated as hedges for financial reporting purposes and, accordingly, are carried in the financial statements at fair value, with realized and unrealized gains and losses reported in current period earnings as a component of “Cost of goods sold.” We had no commodity price instruments outstanding at December 31, 2011 and 2010.

The pre-tax realized and unrealized gains (losses) on our derivative financial instruments for the Successor Company for the year ended December 31, 2011, and the period from February 26, 2010 to December 31, 2010, and for the Predecessor Company for the period from January 1, 2010 to February 26, 2010, and for year ended December 31, 2009 recognized in our consolidated statements of operations are as follows:

	Interest Rate Instruments					Foreign Exchange Instruments
	Realized Loss			Unrealized Gain (Loss)		Realized Gain (Loss)			Unrealized Gain (Loss)
2009	$	(4,968	)	$	4,217	$	2,396		$	(843	)
2010 (Predecessor)		-			-		(50	)		-
2010 (Successor)		-			-		(46	)		-
2011		-			-		(26	)		(17	)

Reverse Stock Split-Effective November 18, 2010, Accuride Corporation implemented a one-for-ten reverse stock split of its Common Stock.  Unless otherwise indicated, all share amounts and per share data for the Successor Company have been adjusted to reflect this reverse stock split.

Earnings Per Share-Earnings per share are calculated as net income (loss) divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share are calculated by dividing net income (loss) by this weighted-average number of common shares outstanding plus Common Stock equivalents outstanding during the year. Employee stock options outstanding to acquire 1,566,428 shares in 2009, and warrants exercisable for 2,205,882, 2,205,882 and 239,003 shares outstanding in 2011, 2010 and 2009, respectively, were not included in the computation of diluted earnings per common share because the effect would be anti-dilutive.

	Successor						Predecessor
	Years Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,		Years Ended December 31,
	2011			2010			2010		2009
Numerator:
Net income (loss)	$	(17,031	)	$	(126,532	)	$	50,802	$	(140,112	)
Denominator:
Basic weighted average shares outstanding		47,277			15,670			47,572		39,028
Effect of dilutive share-based awards		-			-			-		-
Dilutive weighted average shares outstanding		47,277			15,670			47,572		39,028

The following table summarizes the changes in the Successor's number of common shares from the Effective date to the period ended December 31, 2010:

	Period from February 26 to December 31,
	2010
Number of common shares outstanding:
Shares outstanding at February 26, 2010		126,295,024
Adjustment for one-for-ten reverse stock split		(113,665,542	)
Shares issued – conversion offer		34,600,145
Shares outstanding at December 31, 2010		47,229,627

Stock Based Compensation-As described in Note 10, we maintain stock-based compensation plans which allow for the issuance of incentive stock options, or ISOs, as defined in section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), nonstatutory stock options, restricted stock, restricted stock units, stock appreciation rights (“SARs”), deferred stock, dividend equivalent rights, performance awards and stock payments (referred to collectively as Awards), to officers, our key employees, and to members of the Board of Directors. We recognize compensation expense under the modified prospective method as a component of operating expenses.

On November 9, 2011, our Board of Directors adopted a Rights Agreement pursuant to which one purchase right was distributed as a dividend on each share of our common stock held of record as of the close of business on November 23, 2011. Upon becoming exercisable, each right will entitle its holder to purchase from the Company one one-hundredth of a share of our Series A Junior Participating Preferred Stock for the purchase price of $30.00. Generally, the rights will become exercisable ten business days after the date on which any person or group becomes the beneficial owner of 15% or more of our common stock or has commenced a tender or exchange offer which, if consummated, would result in any person or group becoming the beneficial owner of 15% or more of our common stock, subject to the terms and conditions set forth in the rights agreement.  The rights are attached to the certificates representing outstanding shares of common stock until the rights become exercisable, at which point separate certificates will be distributed to the record holders of our common stock.  If a person or group becomes the beneficial owner of 15% or more of our common stock, which we refer to as an “acquiring person,” each right will entitle its holder, other than the acquiring person, to receive upon exercise a number of shares of our common stock having a market value of two times the purchase price of the right.

New Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.  The update amends U.S. GAAP to conform with measurement and disclosure requirements in International Financial Reporting Standards (“IFRS”). The amendments in this update change the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments include the following:

1. Those that clarify the Board's intent about the application of existing fair value measurement and disclosure requirements

2. Those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.

In addition, to improve consistency in application across jurisdictions some changes in wording are necessary to ensure that U.S. GAAP and IFRS fair value measurement and disclosure requirements are described in the same way. The amendments in this update are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011.  We are currently evaluating the impact of adopting ASU 2011-04 on the consolidated financial statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income.  The objective of this update is to facilitate convergence of U.S. GAAP and IFRS.  This update revises the manner in which entities present comprehensive income in their financial statements.  Entities have the option to present total comprehensive income, the components of net income, and the components of other comprehensive income as either a single, continuous statement of comprehensive income or as two separate but consecutive statements.  The amendments of this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.

The amendments in this update are to be applied retrospectively for all periods presented in the financial statements and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  Early adoption is permitted.  We are currently evaluating the impact of adopting ASU 2011-05 on the consolidated financial statements.

In August 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other (Topic 350):  Testing Goodwill for Impairment.  This update will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.  Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  This update is effective prospectively for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption is permitted.  We are currently evaluating the impact of adopting ASU 2011-08 on the consolidated financial statements.

In December 2011, the 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.  We are currently evaluating the impact of adopting ASU 2011-11 on the consolidated financial statements.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
CURRENT ASSETS:
Customer receivables, net of allowance for doubtful accounts	$ 676	$ 1,640
OTHER ASSETS:
Deferred financing costs, net of accumulated amortization	$ 2,419	$ 711
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, shares authorized (in shares)	10,000,000	10,000,000
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, shares authorized (in shares)	80,000,000	80,000,000
Common Stock, shares issued (in shares)	47,286,768	47,229,627
Common Stock, shares outstanding (in shares)	47,286,768	47,229,627

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Commitments

12 Months Ended

Dec. 31, 2011

Commitments [Abstract]

Commitments

Note 11 – Commitments

We lease certain plant, office space, and equipment for varying periods. Management expects that in the normal course of business, expiring leases will be renewed or replaced by other leases. Purchase commitments related to fixed assets at December 31, 2011 and 2010 totaled $19.9 million and $0.8 million, respectively. Rent expense for the year ended December 31, 2011, for the period January 1, 2010 to February 26, 2010, for the period February 26, 2010 to December 31, 2010, and for the year ended December 31, 2009 was $4.5 million, $1.3 million, $6.7 million and $9.6 million, respectively. Future minimum lease payments for all non-cancelable operating leases having a remaining term in excess of one year at December 31, 2011, are as follows:

2012	$	3,534
2013	2,983
2014	2,713
2015	1,726
2016	1,203
Thereafter	2,771
Total	$	14,930

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Document And Entity Information (USD $)	12 Months Ended
	Dec. 31, 2011	Mar. 09, 2012	Jun. 30, 2011
Entity Registrant Name	ACCURIDE CORP
Entity Central Index Key	0000817979
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 561,620,067
Entity Common Stock, Shares Outstanding		47,326,312
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2011

XML

Segment Reporting

12 Months Ended

Dec. 31, 2011

Segment Reporting [Abstract]

Segment Reporting

Note 12 – 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, who joined us in February 2011, and has increased the level of details reviewed.  The accounting policies of the reportable segments are the same as described in Note 1, “Significant Accounting Policies”.

	Successor						Predecessor
	Year Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,			Year Ended December 31,
	2011			2010			2010			2009
Net sales:
Wheels	$	406,587		$	247,673		$	38,379		$	238,745
Gunite		251,113			175,352			29,804			153,713
Brillion Iron Works		146,837			90,492			11,442			49,829
Imperial Group		131,558			68,790			12,022			72,462
Consolidated total	$	936,095		$	582,307		$	91,647		$	514,749
Operating income (loss):
Wheels	$	57,864		$	23,577		$	2,663		$	14,888
Gunite		(1,785	)		2,623			277			(10,052	)
Brillion Iron Works		2,301			(1,171	)		(986	)		(13,984	)
Imperial Group		3,141			(579	)		(1,011	)		(9,235	)
Corporate / Other		(37,609	)		(38,149	)		(5,172	)		(44,909	)
Consolidated total	$	23,912		$	(13,699	)	$	(4,229	)	$	(63,292	)

Current and prior period operating results from Bostrom Seating, Fabco Automotive, and Brillion Farm were reclassified to discontinued operations during the twelve months ended December 31, 2011.  Excluded from net sales above, are inter-segment sales from Brillion Iron Works to Gunite, as shown in the table below: 

	Successor				Predecessor
	Years Ended December 31,		Period from February 26 to December 31,		Period from January 1 to February 26,		Years Ended December 31,
(In thousands)	2011		2010		2010		2009
Inter-segment sales	$	33,425	$	21,608	$	2,942	$	15,443

Included in operating income (loss) are other intangible asset impairments of $2.8 million in our Brillion Iron Works and Imperial Group reportable segment in 2009.

	As of
	December 31, 2011		December 31, 2010
Total assets:
Wheels	$	509,829	$	482,175
Gunite		188,053		157,233
Brillion Iron Works		63,216		53,914
Bostrom Seating		-		13,985
Imperial Group		43,581		29,793
Fabco Automotive		-		44,881
Brillion Farm		-		3,625
Corporate / Other		64,183		88,444
Consolidated total	$	868,862	$	874,050

Geographic Information-Our operations in the United States, Canada, and Mexico are summarized below:

Successor: For Year Ended Dec. 31, 2011	United States		Canada		Mexico		Eliminations			Combined
Net sales:
Sales to unaffiliated customers-domestic	$	777,830	$	1,948	$	20,164	$	-		$	799,942
Sales to unaffiliated customers-export		135,108		-		1,045		-			136,153
Total	$	912,938	$	1,948	$	21,209	$	-		$	936,095
Long-lived assets	$	930,154	$	37,119	$	10,062	$	(348,622	)	$	628,713

Successor: Period from February 26 to December 31, 2010	United States		Canada		Mexico		Eliminations			Combined
Net sales:
Sales to unaffiliated customers-domestic	$	472,999	$	3,016	$	32,493	$	-		$	508,508
Sales to unaffiliated customers-export		54,790		-		19,009		-			73,799
Total	$	527,789	$	3,016	$	51,502	$	-		$	582,307
Long-lived assets	$	908,043	$	42,856	$	22,155	$	(327,508	)	$	645,546

Predecessor: Period from January 1 to February 26, 2010	United States		Canada		Mexico		Eliminations		Combined
Net sales:
Sales to unaffiliated customers-domestic	$	73,913	$	376	$	5,237	$	-	$	79,526
Sales to unaffiliated customers-export		8,191		-		3,930		-		12,121
Total	$	82,104	$	376	$	9,167	$	-	$	91,647

Predecessor: For Year Ended Dec. 31, 2009	United States		Canada		Mexico		Eliminations			Combined
Net sales:
Sales to unaffiliated customers-domestic	$	417,161	$	3,621	$	24,995	$	-		$	445,777
Sales to unaffiliated customers-export		42,112		-		26,860		-			68,972
Total	$	459,273	$	3,621	$	51,855	$	-		$	514,749
Long-lived assets	$	541,984	$	48,831	$	7,749	$	(126,031	)	$	472,533

The information for each of our geographic regions included sales to each of the three major customers in 2011 that each exceed 10% of total net sales. Sales to those customers are as follows:

Successor:	Year Ended				Period from February 26 to December 31,
	2011				2010
	Amount		% of Sales		Amount		% of Sales
Customer one	$	165,351	17.7	%	$	104,732	18.0	%
Customer two		155,256	16.6	%	86,838		14.9	%
Customer three		107,229	11.4	%	67,792		11.6	%
	$	427,836	45.7	%	$	259,362	44.5	%

Predecessor:	Period from January 1 to February 26,				Years Ended
	2010				2009
	Amount		% of Sales		Amount		% of Sales
Customer one	$	20,248	22.1	%	$	103,334	20.1	%
Customer two	14,996		16.4	%	85,580		16.6	%
Customer three	10,267		11.2	%	65,695		12.8	%
	$	45,511	49.7	%	$	254,609	49.5	%

Sales by product grouping are as follows:

Successor:	Year Ended				Period from February 26 to December 31,
	2011				2010
	Amount		% of Sales		Amount		% of Sales
Wheels	$	406,587	43.4	%	$	247,673	42.5	%
Wheel-end components and assemblies		251,113	26.8	%	175,352		30.1	%
Truck body and chassis parts		131,558	14.1	%	68,790		11.8	%
Ductile and gray iron castings		146,837	15.7	%	90,492		15.6	%
	$	936,095	100	%	$	582,307	100	%

Predecessor:	Period from January 1 to February 26,				Year Ended
	2010				2009
	Amount		% of Sales		Amount		% of Sales
Wheels	$	38,379	41.9	%	$	238,745	46.4	%
Wheel-end components and assemblies	29,804		32.5	%	153,713		29.8	%
Truck body and chassis parts	12,022		13.1	%	72,462		14.1	%
Ductile and gray iron castings	11,442		12.5	%	49,829		9.7	%
	$	91,647	100	%	$	514,749	100.0	%

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	10 Months Ended	12 Months Ended	2 Months Ended	12 Months Ended
	Dec. 31, 2010 Successor [Member]	Dec. 31, 2011 Successor [Member]	Feb. 26, 2010 Predecessor [Member]	Dec. 31, 2009 Predecessor [Member]
NET SALES	$ 582,307	$ 936,095	$ 91,647	$ 514,749
COST OF GOODS SOLD	541,859	855,284	89,397	521,833
GROSS PROFIT (LOSS)	40,448	80,811	2,250	(7,084)
OPERATING EXPENSES:
Selling, general and administrative	54,147	56,899	6,479	36,363
Prepetition professional fees	0	0	0	17,015
Impairment of goodwill and other intangibles	0	0	0	2,830
INCOME (LOSS) FROM OPERATIONS	(13,699)	23,912	(4,229)	(63,292)
OTHER INCOME (EXPENSE):
Interest income	143	46	54	720
Interest expense	(33,593)	(34,143)	(7,550)	(60,473)
Loss on extinguishment of debt	0	0	0	(5,389)
Gain on mark to market valuation of convertible debt	75,574	0	0	0
Inducement expense	(166,691)	0	0	0
Other income, net	2,575	3,596	566	6,888
LOSS BEFORE REORGANIZATION ITEMS AND INCOME TAXES FROM CONTINUING OPERATIONS	(135,691)	(6,589)	(11,159)	(121,546)
Reorganization expense (income)	0	0	(59,311)	14,379
INCOME (LOSS) BEFORE INCOME TAXES FROM CONTINUING OPERATIONS	(135,691)	(6,589)	48,152	(135,925)
INCOME TAX PROVISION (BENEFIT)	(2,207)	7,761	(1,931)	2,376
INCOME (LOSS) FROM CONTINUING OPERATIONS	(133,484)	(14,350)	50,083	(138,301)
DISCONTINUED OPERATIONS, NET OF TAX	6,952	(2,681)	719	(1,811)
NET INCOME (LOSS)	$ (126,532)	$ (17,031)	$ 50,802	$ (140,112)
Weighted average common shares outstanding-basic (in shares)	15,670	47,277	47,572	39,028
Basic income (loss) per share - continuing operations (in dollars per share)	$ (8.52)	$ (0.30)	$ 1.05	$ (3.54)
Basic income (loss) per share - discontinued operations (in dollars per share)	$ 0.45	$ (0.06)	$ 0.02	$ (0.05)
Basic income (loss) per share (in dollars per share)	$ (8.07)	$ (0.36)	$ 1.07	$ (3.59)
Weighted average common shares outstanding-diluted (in shares)	15,670	47,277	47,572	39,028
Diluted income (loss) per share - continuing operations (in dollars per share)	$ (8.52)	$ (0.30)	$ 1.05	$ (3.54)
Diluted income (loss) per share - discontinued operations (in dollars per share)	$ 0.45	$ (0.06)	$ 0.02	$ (0.05)
Diluted income (loss) per share (in dollars per share)	$ (8.07)	$ (0.36)	$ 1.07	$ (3.59)

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Debt

12 Months Ended

Dec. 31, 2011

Debt [Abstract]

Debt

Note 6 - Debt

As of December 31, 2011, total debt was $323.1 million consisting of $303.1 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, 2010, total debt consisted of $302.0 of our outstanding 9.5% senior secured notes, net of discount.

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), as of December 31, 2011, 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.

Sun Capital Transaction

On February 4, 2009, we completed (1) an amendment (the “Sun Amendment”) to our prepetition credit facility and (2) a transaction (the “Sun Capital Transaction”) with Sun Accuride Debt Investments, LLC (together with its affiliates, “Sun Capital”), which at the time held approximately $70 million principal amount of the indebtedness outstanding under the prepetition credit facility (the “Last-Out Loans”). Under the terms of the Sun Amendment and the Sun Capital Transaction, Sun Capital agreed to make the Last-Out Loans last-out as to payment to the other loans outstanding under the prepetition senior credit facility.  This transaction resulted in recognition of a loss on extinguishment of debt of $5.4 million.

In connection with the modification of the Last-Out Loans and pursuant to a Last-Out Debt Agreement, dated February 4, 2009 (the “Last-Out Debt Agreement”), that we entered into with Sun Capital, we (1) issued a warrant (the “Sun Warrant”) to Sun Capital, which was exercisable for 25% of our fully-diluted prepetition common stock, (2) entered into a Registration Agreement with Sun Capital providing for the registration of the prepetition common stock owned by Sun Capital (including the prepetition common stock issuable upon exercise of the Sun Warrant) and (3) entered into a Consulting Agreement with Sun Capital pursuant to which Sun Capital would provide customary strategic, business and operational support to us.

On the Effective Date of the Plan of Reorganization, the Sun Warrant, the Preferred Share and the prepetition common stock held by Sun Capital and all related registration rights were all cancelled, and the directors appointed by Sun Capital resigned from the Board.  In addition, (i) Sun Capital received 630,317 shares of pre reserve-split postpetition common stock, (ii) 3,475,790 Warrants (iii) the $70.1 million of Last-Out Loans held by Sun Capital were paid in full, and (iv) we paid $1.65 million of fees and expenses incurred by Sun Capital under the prepetition senior credit facility.  In addition, to the extent the sale price of the loans is less than 98% of their par value, Accuride agreed to pay the difference between 98% of par value and the sale price, up to a maximum payment equal to 7% of the par value.

Pursuant to the Plan of Reorganization, as of the Effective Date, our new capital structure consisted of the following:

· Postpetition Senior Credit Facility - On the Effective Date of the Plan of Reorganization, we entered into the fifth amendment and restatement to our prepetition senior credit facility (the “postpetition senior credit facility”).  As of the Effective Date, under our postpetition senior credit facility Accuride had outstanding term loans of $287.0 million and outstanding letters of credit in the stated amount of $2.0 million and Accuride Canada Inc. had outstanding term loans of $22.0 million.  The interest rate for all loans was, at our option, LIBOR + 6.75% (with a LIBOR floor of 3.00%) or Base Rate + 5.75% (with a Base Rate floor of 4.00%).  The maturity for all loans and reimbursements of draws under the letters of credit was June 30, 2013.

With certain exceptions, our postpetition senior credit facility required us to prepay loans with (i) 100% of excess cash flow (commencing with the fiscal year ending December 31, 2010), (ii) 100% of net proceeds from asset sales, (iii) 100% of new proceeds from new debt issuances, (iv) 100% of net cash proceeds from equity issuances and (v) 100% of cash received by us from third parties that are holding cash from letters of credit that they have drawn.

The loans under our postpetition senior credit facility were secured by, among other things, a lien on substantially all of our U.S. and Canadian properties, assets and domestic subsidiaries and a pledge of 65% of the stock of our foreign subsidiaries.

On July 29, 2010, we refinanced the postpetition senior credit facility and the postpetition senior credit facility was terminated.

· 7.5% Senior Convertible Notes - On the Effective Date of the Plan of Reorganization, we issued $140.0 million aggregate principal amount of convertible notes.  The first six semi-annual interest payments on the convertible notes were specified to be PIK interest.  Thereafter, beginning on August 26, 2013, interest on the convertible notes was to be paid in cash.

The convertible notes were convertible into Common Stock of the Company at any time beginning on the Effective Date until the second business day preceding maturity, at an initial conversion rate of 133.3333 shares per $1,000 principal amount of notes (equivalent to an initial conversion price of $7.50 per share of Common Stock).  The conversion rate was subject to customary adjustments and was adjusted to account for PIK interest.  The adjustment to the conversion rate for convertible notes issued as PIK interest served to prevent the convertible notes outstanding immediately prior to the PIK interest payment from being diluted by the notes paid as PIK interest.

On August 26, 2010, we made a PIK interest payment with respect to the convertible notes by increasing the principal amount of the notes by $5,250.  Pursuant to the terms of the indenture governing the convertible notes, the conversion rate of the convertible notes was adjusted to 140.7234 shares per $1,000 principal amount of notes (equivalent to a conversion price of $7.10 per share of Common Stock).

The embedded conversion option was bifurcated and accounted for separately from the convertible debt.  The conversion option was recorded at fair value and presented with the convertible notes on the consolidated balance sheet.  Each period, the conversion option was recorded at fair value with the corresponding non-cash gain or loss recognized in our consolidated statements of operations as a component of other income (expense).

On October 6, 2010, we announced that our Board of Directors approved a conversion offer for all of the outstanding convertible notes and a 1-for-10 reverse stock split of the Company's Common Stock.  On October 22, 2010, the Company commenced the conversion offer and on November 4, 2010, we announced our intention to amend certain terms of the conversion offer. In the conversion offer, holders of the Company's 7.5% senior convertible notes elected to convert their convertible notes into post-split shares of the Company's Common Stock at an increased conversion rate of 238.2119 post-split shares per $1,000 principal amount of convertible notes. The conversion rate represented approximately 98 percent of the total number of shares into which the Company expected the convertible notes would be convertible on February 26, 2013, which was the final PIK interest payment date for the convertible notes. The conversion offer was not conditioned on completion of the reverse stock split.

On November 29, 2010, upon settlement of the conversion offer (and after taking into account cash paid in lieu of the fractional shares that would have otherwise been issuable) (i) we issued 33,606,177 shares of Common Stock to holders participating in the conversion offer upon conversion of $141,077 aggregate principal amount of convertible notes accepted for conversion by the Company, and (ii) the $141,077 aggregate principal amount of convertible notes accepted for conversion was cancelled.  As of November 29, 2010, $4,173 aggregate principal amount of convertible notes remained outstanding.  Prior to December 31, 2010, the remainder of the convertible notes was accepted for conversion by the Company and 993,968 additional shares of our Common Stock were issued; therefore the remaining principal amount of the convertible notes was cancelled.

ASC 470 requires the recognition of expense equal to the fair value of securities transferred in excess of the fair value of securities issuable pursuant to the original conversion terms.  Related to the conversion offer, we recorded inducement expenses of $166.7 million.  This charge represents the fair value of the incremental shares of common stock that were issued as a result of the Conversion Offer over the fair value of the shares of the Common Stock that the convertible note-holders would have otherwise received contractually as of the date of the Conversion Offer.

· Common Stock and Warrants - We issued the following equity securities: (i) 9,800,000 shares of Common Stock to holders of our prepetition senior subordinated notes, on a pro rata basis (ii) 2,500,000 shares of Common Stock to the parties backstopping the rights offering of convertible notes as payment of their backstop fee, (iii) 200,000 shares of Common Stock to holders of our prepetition Common Stock on a pro rata basis, (iv) Warrants to purchase

2,205,882 shares of Common Stock to holders of our prepetition Common Stock on a pro rata basis and (v) 129,488 shares of Common Stock, net of shares withheld for tax purposes, under our Key Executive Incentive Plan.  The Warrants were exercisable at an exercise price of $21.00 per share and expired on February 26, 2012 unexercised.

In accordance with applicable accounting guidance in ASC 815, the Warrants were recorded as a liability at fair value on the Effective Date.  Each period, the Warrants were recorded at fair value with the corresponding non-cash gain or loss recognized in our consolidated statements of operations as a component of other income (expense).

Also under the Plan of Reorganization, our prepetition Common Stock, all other equity interests in the Company, our prepetition senior subordinated notes and the indenture governing our prepetition senior subordinated notes (other than for the purposes of allowing holders of the notes to receive distributions under the Plan of Reorganization and allowing the trustees to exercise certain rights) were cancelled.  The holders of these securities received the distributions described above pursuant to the Plan of Reorganization. All amounts outstanding under the DIP credit facility that we had entered into to provide financing during the pendency of our bankruptcy were paid on the Effective Date and the DIP credit facility was terminated in accordance with its terms.

On July 29, 2010, we completed an offering, which we refer to as the “Refinancing”, of $310.0 million aggregate principal amount of senior secured notes and entered into the ABL Credit Agreement (the “ABL facility”). We used the net proceeds from the offering of the senior secured notes, $15.0 million of borrowings under the ABL facility and cash on hand to refinance our postpetition senior credit facility and to pay related fees and expenses.

·   ABL Credit Agreement - In connection with the Refinancing, we entered into a new ABL Credit Facility (the “ABL facility”).  The ABL facility is a senior secured asset based revolving credit facility in an aggregate principal amount of up to $75.0 million, with the right, subject to certain conditions, to increase the availability under the facility by up to $25.0 million in the aggregate (for a total aggregate availability of $100.0 million). The four-year ABL facility matures on July 29, 2014 and provides 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 ABL facility initially bears interest at an annual rate equal to, at our option, either LIBOR plus 3.75% or Base Rate plus 2.75% subject to changes based on our leverage ratio as defined in the ABL facility.

We must also pay a commitment fee equal to 0.50% per annum to the lenders under the ABL facility if utilization under the facility exceeds 50.0% of the total commitments under the facility and a commitment fee equal to 0.75% per annum if utilization under the facility is less than or equal to 50.0% of the total 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”).

·   9.5% Senior Secured Notes - In connection with the Refinancing, 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 (see Note 18), 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.  Associated with the issuance of the senior secured notes, we recorded a discount of $8.4 million, which is being amortized over the life of the notes as a component of interest expense.

Restrictive Debt Covenants.  Our credit documents(the ABL facility and the indentures 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.

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Property, Plant and Equipment

12 Months Ended

Dec. 31, 2011

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 5 - Property, Plant and Equipment

Property, plant and equipment at December 31, 2011 and 2010 consist of the following:

	2011		2010
Land and land improvements	$	19,554	$	18,967
Buildings		55,493		39,885
Machinery and equipment		263,187		215,537
Property, plant and equipment, gross		338,234		274,389
Less: accumulated depreciation		66,672		33,337
Property, plant and equipment, net	$	271,562	$	241,052

Depreciation expense for the periods February 26 to December 31, 2010 and January 1 to February 26, 2010 was $33.0 million and $6.4 million, respectively.  Depreciation expense for the years ended December 31, 2011 and 2009 was $38.4 million and $44.6 million, respectively.

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Product Warranties

12 Months Ended

Dec. 31, 2011

Product Warranties [Abstract]

Product Warranties

Note 17 – Product Warranties

The Company provides product warranties in conjunction with certain product sales. Generally, sales are accompanied by a 1- to 5-year standard warranty. These warranties cover factors such as non-conformance to specifications and defects in material and workmanship.

Estimated standard warranty costs are recorded in the period in which the related product sales occur. The warranty liability recorded at each balance sheet date in other current liabilities reflects the estimated number of months of warranty coverage outstanding for products delivered times the average of historical monthly warranty payments, as well as additional amounts for certain major warranty issues that exceed a normal claims level. We have an ongoing product recall campaign related to automatic slack adjusters manufactured by our Gunite business unit, and recognized a charge of $2.3 million and $0.7 million in 2010 and 2011, respectively, as a component of operating expenses.  During 2011, our Gunite business unit experienced a brake drum quality issue and we recognized charges of $2.5 million as a component of operating expenses to contain the issue and protect our customers.

The following table summarizes product warranty activity recorded for year ended December 31, 2011, for the period February 26, 2010 to December 31, 2010, for the period January 1, 2010 to February 26, 2010 and for the year ended December 31, 2009:

	Successor						Predecessor
	Year Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,			Year Ended December 31,
	2011			2010			2010			2009
Balance-beginning of period	$	3,701		$	1,035		$	1,054		$	998
Provision for new warranties		4,047			3,400			90			265
Payments		(5,752	)		(471	)		(109	)		(209	)
Sale of certain assets and liabilities		(1,199	)		(263	)		-			-
Balance-end of period	$	797		$	3,701		$	1,035		$	1,054

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Financial Instruments

12 Months Ended

Dec. 31, 2011

Financial Instruments [Abstract]

Financial Instruments

Note 13 – 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 debt at December 31, 2011 and 2010 was $320.5 million and $335.6 million, respectively.  The carrying amounts and related estimated fair values for our remaining financial instruments as of December 31, 2011 and 2010 are as follows:

			Fair Value
As of December 31, 2011	Carrying Amount		Level 1		Level 2	Level 3
Liabilities
Postpetition common stock warrants	$	-	$	-

			Fair Value
As of December 31, 2010	Carrying Amount		Level 1		Level 2	Level 3
Liabilities
Postpetition common stock warrants	$	3,971	$	3,971

At December 31, 2010, our warrants were included as a component of other non current liabilities, respectively.

Fair values relating to derivative financial instruments reflect the estimated amounts that we would receive or pay to terminate the contracts at the reporting date based on quoted market prices of comparable contracts as of the balance sheet date.

The following table summarizes changes in fair value of our Level 3 assets and (liabilities) for the periods ended January 1, 2010 to February 26, 2010 and February 26, 2010 to December 31, 2010. There were no Level 3 assets or liabilities for the period ending December 31, 2011:

	Marketable Securities		Prepetition Common Stock Warrants			Postpetition Common Stock Warrants			Conversion Option within our Convertible Notes
Balance at January 1, 2010	$	-	$	(76	)		-			-
Net settlements		-		76			-			-
Issuance of securities		-		-		$	6,618		$	170,989
Balance at February 26, 2010	$	-	$	-		$	6,618		$	170,989
Transfer out of level 3 hierarchy		-		-			(6,618	)		-
Gain		-		-			-			(75,574	)
Net settlements upon conversion		-		-			-			(95,415	)
Balance at December 31, 2010	$	-	$	-		$	-		$	-

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Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes [Abstract]

Income Taxes

Note 9 – Income Taxes

The components of earnings from continuing operations before income taxes, categorized based on the location of the taxing authorities, were as follows:

	Successor								Predecessor
	Years Ended December 31,				Period from February 26 to December 31,				Period from January 1 to February 26,				Years Ended December 31,
	2011				2010				2010				2009
United States		$	(16,214	)		$	(140,719	)		$	49,214			$	(145,192	)
Foreign			9,625				5,028				(1,062	)			9,267
Total		$	(6,589	)		$	(135,691	)		$	48,152			$	(135,925	)

The income tax provisions (benefits) are as follows:

	Successor						Predecessor
	Years Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,			Years Ended December 31,
	2011			2010			2010			2009
Current:
Federal	$	215		$	(600	)	$	-		$	(801	)
State		(9	)		292			-			(82	)
Foreign		2,907			626			-			951
		3,113			318			-			68
Deferred:
Federal		(5,035	)		(5,701	)		(12,233	)		(43,736	)
State		(5,878	)		(2,700	)		(2,084	)		(8,650	)
Foreign		(195	)		430			-			601
Valuation allowance		15,756			5,446			12,386			54,093
		4,648			(2,525	)		(1,931	)		2,308
Total provision (benefit)	$	7,761		$	(2,207	)	$	(1,931	)	$	2,376

A reconciliation of the U.S. statutory tax rate to our effective tax rate (benefit) is as follows:

	Successor					Predecessor
	Years Ended December 31,			Period from February 26 to December 31,		Period from January 1 to February 26,		Years Ended December 31,
	2011			2010		2010		2009
Statutory tax rate		(35.0	)%	(35.0	)%	35.0	%	(35.0	)%
State and local income taxes		(89.3	)	(2.0	)	(4.3	)	(6.3	)
Incremental foreign tax (benefit)		(10.6	)	(0.6	)	0.8		(1.2	)
Change in valuation allowance		239.1		4.1		25.3		38.8
Foreign subsidiary dividend and undistributed earnings		-		-		-		1.4
Change in liability for unrecognized tax benefits		14.3		(0.4	)	-		-
Reorganization costs		-		28.3		(61.9	)	3.1
Inducement expense		-		21.1		-		-
Mark to market valuation of convertible debt		-		(19.5	)	-		-
Other items-net		(0.7	)	2.4		1.1		0.9
Effective tax rate		117.8	%	(1.6	)%	(4.0	)%	1.7	%

Deferred income tax assets and liabilities comprised the following at December 31:

	2011			2010
Deferred tax assets:
Postretirement and postemployment benefits	$	27,138		$	27,961
Accrued liabilities, reserves and other		3,241			5,872
Debt transaction and refinancing costs		1,985			2,631
Inventories		1,531			1,956
Accrued compensation and benefits		4,854			4,929
Worker's compensation		1,923			2,715
Pension benefit		21,361			14,878
State income taxes		1,442			1,440
Tax credits		1,335			-
Indirect effect of unrecognized tax benefits		1,333			2,058
Loss carryforwards		63,364			49,753
Unrealized foreign exchange gain		-			-
Valuation allowance		(55,355	)		(33,125	)
Total deferred tax assets		74,152			81,068
Deferred tax liabilities:
Asset basis and depreciation		(21,041	)		(20,472	)
Unrealized foreign exchange gain		-			-
Intangible assets		(66,437	)		(80,472	)
Total deferred tax liabilities		(87,478	)		(100,944	)
Net deferred tax liability		(13,326	)		(19,876	)
Current deferred tax asset		7,675			13,061
Long-term deferred income tax asset (liability)-net	$	(21,001	)	$	(32,937	)

The Company has recorded a deferred tax asset reflecting a benefit of $137.1 million of federal loss carryforwards and $301.1 million of state loss carryforwards as of December 31, 2011.  As a result of the reorganization transaction the company underwent an ownership change that subjects these losses to limitations pursuant to IRS Code Section 382.  As a result of this limitation, a portion of the carryforwards may expire before being applied to reduce future income tax liabilities.  These deferred tax assets will expire beginning 2012 through 2031. In the current year, we have recorded deferred tax assets for additional state tax credits incurred through 2011, which will expire beginning 2016 through 2024.  We have also recorded deferred tax assets for federal tax credits incurred through 2011, which will expire beginning 2030. At December 31, 2010 the Company made the decision to amend prior years' federal income tax returns to deduct foreign taxes in lieu of utilizing our foreign tax credit thus resulting in an increase in our net operating loss carryforward.  Realization of deferred tax assets is dependent upon taxable income within the carryforward periods available under the applicable tax laws. Although realization of deferred tax assets in excess of deferred tax liabilities is not certain, management has concluded that it is more likely than not the Company will realize the full benefit of deferred tax assets in foreign jurisdictions.  However, during 2010 and 2011, management has concluded that it is more likely than not that we will not realize the full benefit of our U.S. federal and state deferred tax assets due to three cumulative years of net losses and changes of management's estimate of future earnings, and recorded a valuation allowance against the amounts that are not likely to be recognized as of 2010 and 2011.  For the period ended December 31, 2011, the valuation allowance increased by $22.2 million, of which $15.8 million is attributable to continuing operations and $6.4 million is attributable to OCI.  For the period ended December 31, 2010, the valuation allowance increased by $6.2 million, of which $5.4 million was attributable to continuing operations and $0.8 million was attributable to OCI.

No provision has been made for U.S. income taxes related to undistributed earnings of our Canadian foreign subsidiary that we intend to permanently reinvest in order to finance capital improvements and/or expand operations either through the expansion of the current operations or the purchase of new operations. At December 31, 2011, Accuride Canada had $9.4 million of cumulative retained earnings. The Company distributes earnings for the Mexican foreign subsidiary and expects to distribute earnings annually.  Therefore, deferred tax liabilities in the amounts of $1.0 million and $1.9 million for 2010 and 2011, respectively, have been established for the undistributed earnings of our Mexican foreign subsidiary.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits are as follows:

	Successor						Predecessor
	Years Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,		Years Ended December 31,
	2011			2010			2010		2009
Balance at beginning of the period	$	6,184		$	7,060		$	7,060	$	5,782
Additions based on tax positions related to the current year		161			489			-		-
Additions for tax positions of prior years		818			93			-		2,126
Reductions for tax positions of prior years		-			-			-		(338	)
Removal of penalties and interest		-			-			-		-
Reductions due to lapse of statute of limitations		(130	)		(1,458	)		-		(510	)
Settlements with taxing authorities		-			-			-		-
Balance at end of period	$	7,033		$	6,184		$	7,060	$	7,060

The total amount of unrecognized tax benefits that would, if recognized, impact the effective income tax rate was approximately $5.8 million as of December 31, 2011.  Also included in the balance of unrecognized tax benefits is $0.2 million of tax benefits that, if recognized, would affect other tax accounts.

We also recognize accrued interest expense and penalties related to the unrecognized tax benefits as additional tax expense, which is consistent with prior periods. The total amount of accrued interest and penalties was $3.1 million and $1.4 million respectively, as of December 31, 2011.  An increase in interest of $0.3 million was recognized in 2011. The total amount of accrued interest and penalties was approximately $2.8 million and $1.5 million, respectively, as of December 31, 2010.

As of December 31, 2011, we were open to examination in the U.S. federal tax jurisdiction for the 2008-2010 tax years, in Canada for the years of 2003-2010, and in Mexico for the years of 2005-2010.  We were also open to examination in various state and local jurisdictions for the 2007-2010 tax years, none of which were individually material. We believe that our accrual for tax liabilities is adequate for all open audit years. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events.

It is reasonably possible that U.S. federal, state, local, and non-U.S. tax examinations will be settled during the next twelve months. If any of these tax audit settlements do occur within the next twelve months, we would make any necessary adjustments to the accrual for uncertain tax benefits. Until formal resolutions are reached with the tax authorities, the determination of a possible audit settlement range for the impact on uncertain tax benefits is not practicable. On the basis of present information, it is our opinion that any assessments resulting from the current audits will not have a material effect on our consolidated financial statements.  The Company does not anticipate significant increases or decreases in its remaining unrecognized tax benefits within the next twelve months.

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Supplemental Cash Flows Disclosure

12 Months Ended

Dec. 31, 2011

Supplemental Cash Flows Disclosure [Abstract]

Supplemental Cash Flows Disclosure

Note 7 – Supplemental Cash Flows Disclosure

During 2011, 2010, and 2009, we recorded non-cash pension liability adjustments, net of tax, of $25.9 million, $8.6 million, and $18.7 million, respectively, as a component of Other Comprehensive Income.

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Pension and Other Postretirement Benefit Plans

12 Months Ended

Dec. 31, 2011

Pension and Other Postretirement Benefit Plans [Abstract]

Pension and Other Postretirement Benefit Plans

Note 8 - Pension and Other Postretirement Benefit Plans

We have funded noncontributory employee defined benefit pension plans that cover substantially all U.S. and Canadian employees (the “plans”). Employees covered under the U.S. salaried plan are eligible to participate upon the completion of one year of service and benefits are determined by their cash balance accounts, which are based on an allocation they earn each year. Employees covered under the Canadian salaried plan are eligible to participate upon the completion of two years of service and benefits are based upon career average salary and years of service. Employees covered under the hourly plans are generally eligible to participate at the time of employment and benefits are generally based on a fixed amount for each year of service. U.S. employees are vested in the plans after five years of service; Canadian hourly employees are vested after two years of service. We use a December 31 measurement date for all of our plans.

In addition to providing pension benefits, we also have certain unfunded health care and life insurance programs for U.S. non-bargained and Canadian employees who meet certain eligibility requirements. These benefits are provided through contracts with insurance companies and health service providers. The coverage is provided on a non-contributory basis for certain groups of employees and on a contributory basis for other groups.

Obligations and Funded Status:

	Pension Benefits									Other Benefits
	Successor						Predecessor			Successor						Predecessor
	Year Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,			Year Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,
	2011			2010			2010			2011			2010			2010
Change in benefit obligation:
Benefit obligation-beginning of period	$	221,851		$	200,440		$	196,313		$	80,202		$	76,842		$	65,065
Service cost		1,571			1,125			264			452			362			60
Interest cost		12,266			9,910			1,956			4,401			3,771			636
Actuarial losses (gains)		15,908			15,270			4,228			(48	)		1,579			11,800
Benefits paid		(14,662	)		(10,926	)		(2,228	)		(4,307	)		(3,658	)		(803	)
Foreign currency exchange rate changes		(2,687	)		5,534			(93	)		(490	)		837			(15	)
Plan amendment		-			498			-			-			-			-
Incurred retiree drug subsidy reimbursements		-			-			-			158			105			25
Plan participant's contributions		-			-			-			508			364			74
Benefit obligation-end of period		234,247			221,851			200,440			80,876			80,202			76,842
Accumulated benefit obligation	$	233,653		$	221,260		$	199,939		$	-		$	-		$	-
Change in plan assets:
Fair value of assets-beginning of period		185,217			166,488			168,233			-			-			-
Actual return (loss) on plan assets		4			15,849			(143	)		-			-			-
Employer contribution		15,387			8,366			727			3,799			3,295			729
Plan participant's contribution		-			-			-			508			363			74
Benefits paid		(14,662	)		(10,926	)		(2,228	)		(4,307	)		(3,658	)		(803	)
Foreign currency exchange rate changes		(2,499	)		5,440			(101	)		-			-			-
Fair value of assets-end of period		183,447			185,217			166,488			-			-			-
Reconciliation of funded status:
Unfunded status	$	(50,800	)	$	(36,634	)	$	(33,952	)	$	(80,876	)	$	(80,202	)	$	(76,842	)
Amounts recognized in the consolidated balance sheets:
Prepaid benefit cost	$	64		$	560		$	1,004			-			-			-
Accrued benefit liability		(50,863	)		(37,194	)		(34,956	)	$	(80,876	)	$	(80,202	)	$	(76,842	)
Accumulated other comprehensive loss (income)		38,446			10,476			-			1,571			1,619			-
Net amount recognized	$	(12,353	)	$	(26,158	)	$	(33,952	)	$	(79,305	)	$	(78,583	)	$	(76,842	)
Amounts expected to be recognized in AOCI in the following fiscal year:
Amortization of net transition (asset)/obligation	$	-								$	-
Amortization of prior service (credit) cost		44									-
Amortization of net (gain)/loss		1,060									(36	)
Total amortization	$	1,104								$	(36	)

Components of Net Periodic Benefit Cost:

Pension Benefits	Successor						Predecessor
	Year Ended December 31,			Period from February 26 to December 31,			Period from January 1 to February 26,			Year Ended December 31,
	2011			2010			2010			2009
Service cost-benefits earned during the period	$	1,571		$	1,125		$	264		$	1,479
Interest cost on projected benefit obligation		12,266			9,910			1,956			11,566
Expected return on plan assets		(12,936	)		(10,301	)		(2,204	)		(12,347	)
Prior service cost (net)		44			-			51			335
Other amortization (net)		59			-			591			2,424
Net amount charged to income	$	1,004		$	734		$	658		$	3,457
Curtailment charge (gain) and special termination benefits		-			-			-			3,006
Total benefits cost charged to income	$	1,004		$	734		$	658		$	6,463
Recognized in other comprehensive income (loss):
Amortization of net transition (asset) obligation	$	(59	)	$	-		$	-
Prior service (credit) cost		-			498			-
Amortization of prior service (credit) cost		(44	)		-			-
Change in net actuarial (gain) loss		28,073			9,978			-
Amount of net actuarial valuation (gain) loss		-			-			-
Total (gain) loss recognized in other comprehensive income	$	27,970		$	10,476		$	-
Total (gain) loss recognized in total benefits charged to income and other comprehensive income	$	28,974		$	11,210		$	658

Other Benefits	Successor					Predecessor
	Year Ended December 31,			Period from February 26 to December 31,		Period from January 1 to February 26,			Year Ended December 31,
	2011			2010		2010			2009
Service cost-benefits earned during the period	$	452		$	362	$	60		$	300
Interest cost on projected benefit obligation		4,401			3,771		636			3,662
Prior service cost (net)		-			-		(262	)		(1,573	)
Other amortization (net)		(103	)		-		(1	)		(503	)
Net amount charged to income	$	4,750		$	4,133	$	433		$	1,886
Curtailment charge (gain) and special termination benefits		-			-		-			24
Total benefits cost charged to income	$	4,750		$	4,133	$	433		$	1,910
Recognized in other comprehensive income (loss):
Amortization of net transition (asset) obligation	$	103		$	-	$	-
Prior service (credit) cost		-			-		-
Amortization of prior service (credit) cost		-			-		-
Change in net actuarial (gain) loss		(151	)		1,619		-
Amount of net actuarial valuation (gain) loss		-			-		-
Total (gain) loss recognized in other comprehensive income		(48	)		1,619		-
Total (gain) loss recognized in total benefits charged to income and other comprehensive income	$	4,702		$	5,752	$	433

During 2009, we recorded pre-tax curtailment charge of $2.2 million as a result of a reduction of workforce in our London, Ontario facility.

Actuarial Assumptions:

Assumptions used to determine benefit obligations as of December 31 were as follows:

	Pension Benefits						Other Benefits
	2011			2010			2011			2010
Average discount rate		4.89	%		5.45	%		4.91	%		5.47	%
Rate of increase in future compensation levels		3.00	%		3.00	%		N/A			N/A

Assumptions used to determine net periodic benefit cost for the years ended December 31 were as follows:

	Pension Benefits						Other Benefits
	2011			2010			2011			2010
Average discount rate		5.45	%		6.01	%		5.48	%		6.00	%
Rate of increase in future compensation levels		3.00	%		3.50	%		N/A			N/A
Expected long-term rate of return on assets		6.96	%		7.33	%		N/A			N/A

The expected long-term rate of return on assets is determined primarily by looking at past performance. In addition, management considers the long-term performance characteristics of the asset mix.

Assumed health care cost trend rates at December 31 were as follows:

	2011			2010
Health care cost trend rate assumed for next year		8.34	%		8.60	%
Rate to which the cost trend rate is assumed to decline		5.00	%		5.00	%
Year that the rate reaches the ultimate trend rate		2019			2014

The health care cost trend rate assumption has a significant effect on the amounts reported. A one-percentage point change in assumed health care cost trend rates would have the following effects on 2011:

	1-Percentage- Point Increase		1-Percentage- Point Decrease
Effect on total of service and interest cost	$	898	$	(634	)
Effect on postretirement benefit obligation	$	9,939	$	(8,244	)

Plan Assets:

Our pension plan weighted-average asset allocations by level within the fair value hierarchy at December 31, 2011, are presented in the table below. Our pension plan assets were accounted for at fair value and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and their placement within the fair value hierarchy levels. For more information on a description of the fair value hierarchy, see Note 13.

	Level 1			Level 2			Level 3			Total			% of Total
Cash and cash equivalents	$	6,486		$	-		$	-		$	6,486		4	%
Equity securities:
U.S. large-cap	16,945			-			-			16,945			9	%
U.S. mid-cap	15,199			-			-			15,199			8	%
U.S. small-cap	2,744			-			-			2,744			2	%
U.S. indexed	14,391			-			-			14,391			8	%
Canadian large-cap	20,419			-			-			20,419			11	%
Canadian mid-cap	9,471			-			-			9,471			5	%
Canadian small-cap	2,215			-			-			2,215			1	%
Large growth	8,550			-			-			8,550			5	%
Pooled equities	-			2,414			-			2,414			1	%
International markets	9,246			12,859			-			22,105			12	%
Fixed income securities:
Government bonds	20,928			-			-			20,928			11	%
Corporate bonds	41,580			-			-			41,580			23	%
Total assets at fair value	$	168,174		$	15,273		$	-		$	183,447		100	%
% of fair value hierarchy	92		%	8		%	-		%	100		%

Our pension plan weighted-average asset allocations by level within the fair value hierarchy at December 31, 2010, are presented in the following table:

	Level 1			Level 2			Level 3			Total			% of Total
Cash and cash equivalents	$	5,796		$	-		$	-		$	5,796		3	%
Equity securities:
U.S. large-cap	20,028			-			-			20,028			11	%
U.S. mid-cap	12,565			-			-			12,565			7	%
U.S. small-cap	2,744			-			-			2,744			1	%
U.S. indexed	14,665			-			-			14,665			8	%
Canadian large-cap	26,929			-			-			26,929			15	%
Canadian mid-cap	5,740			-			-			5,740			3	%
Canadian small-cap	3,429			-			-			3,429			2	%
Large growth	9,095			-			-			9,095			5	%
Pooled equities	-			2,597			-			2,597			1	%
International markets	9,587			11,743			-			21,330			12	%
Fixed income securities:
Government bonds	17,193			-			-			17,193			9	%
Corporate bonds	43,106			-			-			43,106			23	%
Total assets at fair value	$	170,877		$	14,340		$	-		$	185,217		100	%
% of fair value hierarchy	92		%	8		%	-		%	100		%

Our investment objectives are (1) to maintain the purchasing power of the current assets and all future contributions; (2) to maximize return within reasonable and prudent levels of risk; (3) to maintain an appropriate asset allocation policy that is compatible with the actuarial assumptions, while still having the potential to produce positive real returns; and (4) to control costs of administering the plan and managing the investments.

Our desired investment result is a long-term rate of return on assets that is at least a 5% real rate of return, or 5% over inflation as measured by the Consumer Price Index for the U.S. plans. The target rate of return for the plans have been based upon the assumption that future real returns will approximate the long-term rates of return experienced for each asset class in our investment policy statement. Our investment guidelines are based upon an investment horizon of greater than five years, so that interim fluctuations should be viewed with appropriate perspective. Similarly, the Plans' strategic asset allocation is based on this long-term perspective.

We believe that the Plans' risk and liquidity posture are, in large part, a function of asset class mix. Our investment committee has reviewed the long-term performance characteristics of various asset classes, focusing on balancing the risks and rewards of market behavior. Based on this and the Plans' time horizon, risk tolerances, performance expectations and asset class preferences, the following two strategic asset allocations were derived for our U.S. plans.

Asset allocation for our Accuride Retirement Plan and Erie Hourly Pension Plan:

	Lower Limit			Strategic Allocation			Upper Limit
Domestic Large Capitalization Equities:
Value		10	%		11	%		20	%
Growth		10	%		13	%		20	%
Index-Passive		15	%		20	%		25	%
Domestic Small Cap Equities		2	%		10	%		10	%
International Equities		5	%		11	%		15	%
Fixed Income:
Intermediate		15	%		35	%		35	%

Asset allocation for remainder of our U.S. plans:

	Lower Limit			Strategic Allocation			Upper Limit
Domestic Large Capitalization Equities:
Value		10	%		10	%		20	%
Growth		10	%		10	%		20	%
Index-Passive		15	%		17	%		25	%
Domestic Mid Cap Equities		5	%		10	%		15	%
International Equities		5	%		13	%		15	%
Fixed Income:
Intermediate		15	%		35	%		35	%
Money Market		1	%		5	%		10	%

The allocation of the fund is reviewed periodically. Should any of the strategic allocations extend beyond the suggested lower or upper limits, a portfolio rebalance may be appropriate.

While we use the same methodologies to manage the Canadian plans, the primary objective is to achieve a minimum rate of return of Consumer Price Index plus 3 over 4-year moving periods, and to obtain total fund rates of return that are in the top third over 4-year moving periods when compared to a representative sample of Canadian pension funds with similar asset mix characteristics. The asset mix for the Canadian pension fund is targeted as follows:

	Minimum			Maximum
Total Equities		40	%		65	%
Foreign Equities		0	%		50	%
Bonds and Mortgages		25	%		50	%
Short-Term		0	%		15	%

Cash Flows-We expect to contribute approximately $14.5 million to our pension plans and $4.3 million to our other postretirement benefit plans in 2012. Pension and postretirement benefits (which include expected future service) are expected to be paid out of the respective plans as follows:

	Pension Benefits		Other Benefits
2012	$	13,074	$	4,313
2013	$	12,992	$	4,557
2014	$	13,224	$	4,667
2015	$	13,497	$	4,733
2016	$	13,702	$	4,815
2017 – 2021 (in total)	$	73,942	$	25,005

Other Plans-We also provide a 401(k) savings plan and a retirement contribution plan for substantially all U.S. salaried employees. Select employees may also participate in the Accuride Executive Retirement Allowance Policy and a supplemental savings plan.  Expenses recognized in the full year 2011 and for the periods January 1 to February 26, February 26 to December 31, 2010 were $3.3 million, $0.3 million, and $1.6 million, respectively. No expenses were recognized in 2009.

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Stock-Based Compensation Plans

12 Months Ended

Dec. 31, 2011

Stock-Based Compensation Plans [Abstract]

Stock-Based Compensation Plans

Note 10 – Stock-Based Compensation Plans

Predecessor Company

2005 Incentive Plan-In connection with the initial public offering in April 2005, we adopted the Accuride Corporation 2005 Incentive Award Plan (the “2005 Incentive Plan”). As of the Effective Date, pursuant to our Plan of Reorganization, the 2005 Incentive Plan was cancelled.

We account for share-based compensation under applicable accounting standards.  Forfeitures are estimated over the vesting period of an award, rather than be recognized as a reduction of compensation expense at the time of the actual forfeiture.

Stock option and appreciation awards to officers and other key employees under the 2005 Plan had no intrinsic value and were cancelled as of February 26, 2010 pursuant to our Plan of Reorganization.  The 391,422 restricted stock units that were unvested at December 31, 2009, became vested on the Effective Date of our Plan of Reorganization and were converted into shares of Common Stock of the Successor Company (see Note 6).

In determining the estimated fair value of our share-based awards as of the grant date, we used the Black-Scholes option-pricing model with the assumptions illustrated in the table below:

	For the Year Ended December 31,
	2009
Expected Dividend Yield	0.0%
Expected Volatility in Stock Price	108.2%
Risk-Free Interest Rate	2.5%
Expected Life of Stock Awards	6.0 years
Weighted-Average Fair Value at Grant Date	$0.35

The expected volatility is based upon volatility of comparable industry company common stock that has been traded for a period commensurate with the expected life. The expected term of options granted is derived from historical exercise and termination patterns, and represents the period of time that options granted are expected to be outstanding. The risk-free rate used is based on the published U.S. Treasury yield curve in effect at the time of grant for instruments with a similar life. The dividend yield is based upon the most recently declared quarterly dividend as of the grant date.

Successor Company

On May 18, 2010, the Company authorized and granted 182,936 shares of Common Stock for issuance pursuant to individual restricted stock unit agreements with employees of the Company.  The awards granted on May 18, 2010 vest in installments of 33%, 33%, and 34% over a three year period on the anniversary date of the grant.  On August 3, 2010, the Company authorized and granted 55,790 shares of Common Stock for issuance pursuant to individual restricted stock unit agreements with directors of the Company.  The awards granted on August 3, 2010 have vesting dates of March 1, 2011 and March 1, 2014 where 30,429 and 25,361 shares will vest and be issued, respectively.

As of December 31, 2011, there was approximately $2.5 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.

The table below summarizes Restricted Stock activity during the year ended December 31, 2011:

	Number of RSUs			Weighted Average Grant-date Fair Value		Weighted Average Remaining Vesting Period
RSUs unvested at December 31, 2010		232,367		$	13.38
Granted		400,656			13.82
Vested		(82,675	)		13.32
Forfeited		(115,915	)		13.70
RSUs unvested at December 31, 2011		434,433		$	13.71	1.6 years
RSUs expected to vest		375,344		$	13.70	1.6 years

Compensation expense for share-based compensation programs was recognized as a component of operating expenses as follows:

	Successor				Predecessor
	Years Ended December 31,		Period from February 26 to December 31,		Period from January 1 to February 26,		Years Ended December 31,
(In thousands)	2011		2010		2010		2009
Share-based compensation expense recognized	$	2,397	$	1,101	$	-	$	333

In August 2010, we adopted the Accuride Corporation 2010 Incentive Award Plan (the “2010 Incentive Plan”) and reserved 1,260,000 shares of Common Stock for issuance under the plan, plus such additional shares of Common Stock that the plan administrator deemed necessary to prevent unnecessary dilution upon issuance of shares pursuant to terms of our convertible notes due 2020, up to a maximum number shares of Common Stock such that the total number of shares available for issuance under the 2010 Incentive Plan would not exceed ten percent (10%) of the fully diluted shares outstanding from time to time calculated by adding the total shares issued and outstanding at any given time plus the number of shares issued upon conversion of any of the convertible notes at the time of such conversion.  During 2010, we effectively converted all outstanding convertible notes to equity, and we subsequently amended the 2010 Incentive Plan to reserve 3,500,000 shares of Common Stock, for issuance under the 2010 Incentive Plan.

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Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2011

Valuation and Qualifying Accounts [Abstract]

Valuation and Qualifying Accounts

Note 15 – Valuation and Qualifying Accounts

The following table summarizes the changes in our valuation and qualifying accounts:

	Balance at Beginning of Year		Charges (credits) to Cost and Expenses			Recoveries			Write-Offs			Balance at end of Year
Reserves in accounts receivable:
December 31, 2009		1,743		2,152			(106	)		(1,460	)		2,329
December 31, 2010		2,329		(72	)		(36	)		(581	)		1,640
December 31, 2011		1,640		618			22			(1,604	)		676

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (USD $) In Thousands, unless otherwise specified	Comprehensive Loss [Member] Predecessor [Member]	Comprehensive Loss [Member] Successor [Member]	Common Stock and Additional Paid-in-Capital [Member] Predecessor [Member]	Common Stock and Additional Paid-in-Capital [Member] Successor [Member]	Treasury Stock [Member] Predecessor [Member]	Treasury Stock [Member] Successor [Member]	Accumulated Other Comprehensive Income (Loss) [Member] Predecessor [Member]	Accumulated Other Comprehensive Income (Loss) [Member] Successor [Member]	Accumulated Deficiency [Member] Predecessor [Member]	Accumulated Deficiency [Member] Successor [Member]	Total	Predecessor [Member]	Successor [Member]
BALANCE at Dec. 31, 2008			$ 264,217		$ (751)		$ (29,672)		$ (307,609)		$ (73,815)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(140,112)		0		0		0		(140,112)		(140,112)	(140,112)
Exercise of share-based awards	0		47		0		0		0		47
Exercise of warrants	0		3,985		0		0		0		3,985
Share-based compensation expense	0		333		0		0		0		333	333
Other comprehensive income (loss):
Pension liability adjustment (net of tax)	(18,704)		0		0		(18,704)		0		(18,704)
Comprehensive loss	(158,816)
BALANCE at Dec. 31, 2009			268,582		(751)		(48,376)		(447,721)		(228,266)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Loss before reorganization items	(8,509)		0		0		0		(8,509)		(8,509)
Net loss												50,802
Exercise of share-based awards	0		8		0		0		0		8
Reorganization items	(25,030)		0		0		0		(25,030)		(25,030)
Share-based compensation expense												0
Other comprehensive income (loss):
Comprehensive loss	(33,539)
FRESH START ADJUSTMENTS:
Debt discharge - Senior Subordinated Notes	252,798		38,178		0		0		252,798		290,976
Debt discharge - Deferred financing fees	(3,847)		0		0		0		(3,847)		(3,847)
Debt discharge - Sun Capital Warrant liability	76		0		0		0		76		76
Debt discharge - Term facility discount	(2,974)		0		0		0		(2,974)		(2,974)
Issuance of Warrants	(6,618)		0		0		0		(6,618)		(6,618)
Issuance of Notes	(155,094)		0		0		0		(155,094)		(155,094)
Comprehensive income	84,341
FRESH START ADJUSTMENTS:
Cancellation of Predecessor preferred, common and treasury stock	0		(306,768)		751		0		0		(306,017)
Cancellation of Predecessor accumulated deficit and accumulated other comprehensive loss	0		0		0		48,376		396,919		445,295
Issuance of new equity interests	0		39,034		0		0		0		39,034
BALANCE at Feb. 26, 2010			268,590	39,034	(751)	0	(48,376)	0	(481,260)	0	(261,797)
BALANCE at Feb. 26, 2010			306,768		(751)		(48,376)		(396,919)		(139,278)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(126,532)		0		0		0		(126,532)	(126,532)		(126,532)
Conversion of convertible notes		0		393,072		0		0		0	393,072
Share-based compensation expense		0		1,101		0		0		0	1,101		1,101
Other		0		(15)		0		0		0	(15)
Other comprehensive income (loss):
Pension liability adjustment (net of tax)		(8,561)		0		0		(8,561)		0	(8,561)
Comprehensive loss		(135,093)
BALANCE at Dec. 31, 2010				433,192		0		(8,561)		(126,532)	298,099
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		(17,031)		0		0		0		(17,031)	(17,031)		(17,031)
Share-based compensation expense		0		2,397		0		0		0	2,397		2,397
Tax impact of forfeited vested options		0		(221)		0		0		0	(221)
Other comprehensive income (loss):
Pension liability adjustment (net of tax)		(25,861)		0		0		(25,861)		0	(25,861)
Comprehensive loss		(42,892)
BALANCE at Dec. 31, 2011				$ 435,368		$ 0		$ (34,422)		$ (143,563)	$ 257,383

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Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2011

Goodwill and Other Intangible Assets [Abstract]

Goodwill and Other Intangible Assets

Note 4 - Goodwill and Other Intangible Assets

We recognized other intangible asset impairment charges of $2.8 million during 2009.  Such charges are non-cash and did not affect our liquidity, tangible equity or debt covenant ratios.

The annual impairment test as of November 30, 2011, passed, and we were not required to complete step two.  The following represents the carrying amount of goodwill, on a reportable segment basis, for the period February 26, 2010 to December 31, 2011:

	Wheels			Gunite		Brillion Iron Works		Fabco Automotive			Total
Balance as of February 26, 2010	$	97,127		$	62,839	$	4,414	$	13,192		$	177,572
Balance as of December 31, 2010	$	97,127		$	62,839	$	4,414	$	13,192		$	177,572
Additions		1,061			-		-		-			1,061
Matters related to fresh-start accounting		(1,905	)		-		-		-			(1,905	)
Sale of assets		-			-		-		(13,192	)		(13,192	)
Balance as of December 31, 2011	$	96,283		$	62,839	$	4,414	$	-		$	163,536

The addition in Wheels segment goodwill was related to the Camden acquisition.  During 2011, we decreased goodwill by $1.9 million, reduced property, plant & equipment by $1.8 million and deferred tax liabilities by $3.7 million for the correction of an immaterial error related to fresh-start accounting.  We considered both the qualitative and quantitative effects of this error on the financial statements for the period ending December 31, 2011, as well as the qualitative and quantitative effects of including the error correction in previous periods and concluded that the effects on the financial statements are not material.

The changes in the carrying amount of other intangible assets for the year ended December 31, 2009, and for the period January 1, 2010 to February 26, 2010 by reportable segment for the Predecessor Company, are as follows:

	Gunite			Brillion Farm			Brillion Iron Works			Imperial Group			Bostrom Seating			Fabco Automotive			Corporate			Total
Balance as of January 1, 2009	$	30,988		$	3,949		$	18,362		$	26,060		$	15,317		$	2,246		$	560		$	97,482
Amortization		(1,596	)		(288	)		(934	)		(1,154	)		(668	)		(95	)		(187	)		(4,922	)
Impairment losses		-			-			(1,900	)		(930	)		(500	)		-			-			(3,330	)
Balance as of December 31, 2009	$	29,392		$	3,661		$	15,528		$	23,976		$	14,149		$	2,151		$	373		$	89,230
Amortization		(266	)		(48	)		(156	)		(192	)		(112	)		(16	)		(31	)		(821	)
Balance as of February 26, 2010	$	29,126		$	3,613		$	15,372		$	23,784		$	14,037		$	2,135		$	342		$	88,409

At February 26, 2010, the fair values for intangible assets for the Successor Company includes $40,400 of technology which will be amortized over 10 years, $149,900 of customer relationships which will be amortized over 20 years and $34,100 of trade names that are not subject to amortization.  None of these items are deductible for income tax purposes.

The changes in the carrying amount of other intangible assets for the period February 26, 2010 to December 31, 2011 by reportable segment for the Successor Company, are as follows:

	Wheels			Gunite			Brillion Farm			Brillion Iron Works			Bostrom Seating			Fabco Automotive			Corporate			Total
Balance as of February 26, 2010	$	149,300		$	43,000		$	3,400		$	3,300		$	1,100		$	24,300		$	-		$	224,400
Sale of assets		-			-			(3,288	)		-			-			-			-			(3,288	)
Amortization		(5,572	)		(1,583	)		(112	)		(138	)		(61	)		(990	)		-			(8,456	)
Balance as of December 31, 2010	$	143,728		$	41,417		$	-		$	3,162		$	1,039		$	23,310		$	-		$	212,656
Additions		3,400			-			-			-			-			-			1,023			4,423
Sale of assets		-			-			-			-			(1,032	)		(22,338	)		-			(23,370	)
Amortization		(8,553	)		(2,449	)		-			(165	)		(7	)		(972	)		(214	)		(12,360	)
Balance as of December 31, 2011	$	138,575		$	38,968		$	-		$	2,997		$	-		$	-		$	809		$	181,349

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

			As of December 31, 2011						As of December 31, 2010
	Weighted Average Useful Lives		Gross Amount		Accumulated Amortization		Carrying Amount		Gross Amount		Accumulated Amortization		Carrying Amount
Goodwill		-	$	163,536	$	-	$	163,536	$	177,572	$	-	$	177,572
Other intangible assets:
Non-compete agreements		2.0	$	1,023	$	214	$	809	$	-	$	-	$	-
Trade names		-		33,200		-		33,200		34,100		-		34,100
Technology		10.0		38,849		7,248		31,601		40,018		2,240		37,778
Customer relationships		19.9		129,093		13,354		115,739		146,994		6,216		140,778
			$	202,165	$	20,816	$	181,349	$	221,112	$	8,456	$	212,656

We estimate that aggregate intangible asset amortization expense for the Company will be approximately $10.8 million in 2012, approximately $10.6 million in 2013 and approximately $10.3 million in 2014 through 2016.

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Quarterly Data (unaudited)

12 Months Ended

Dec. 31, 2011

Quarterly Data (unaudited) [Abstract]

Quarterly Data (unaudited)

Note 14 – Quarterly Data (unaudited)

The following table sets forth certain quarterly income statement information for the year ended December 31, 2011 and for the period February 26, 2010 to December 31, 2010, the period January 1, 2010 to February 26, 2010:

Successor:	2011
		Q1			Q2			Q3			Q4		Total
	(Dollars in thousands, except per share data)
Net sales	$	210,895		$	241,872		$	240,829		$	242,499		$	936,095
Cost of goods sold		193,605			219,428			221,591			220,660			855,284
Gross profit		17,290			22,444			19,238			21,839			80,811
Operating expenses		15,849			13,984			14,747			12,319			56,899
Income from operations		1,441			8,460			4,491			9,520			23,912
Interest expense, net		(8,340	)		(8,400	)		(8,824	)		(8,533	)		(34,097	)
Other income, net		2,163			233			809			391			3,596
Income tax provision (benefit)		499			(107	)		10,032			(2,663	)		7,761
Income (loss) from continuing operations		(5,235	)		400			(13,556	)		4,041			(14,350	)
Discontinued operations, net of tax		74			877			(3,664	)		32			(2,681	)
Net income (loss)		(5,161	)		1,277			(17,220	)		4,073			(17,031	)
Basic income (loss) per share
Continuing operations	$	(0.11	)	$	0.01		$	(0.28	)	$	0.09		$	(0.30	)
Discontinued operations		0.00			0.02			(0.08	)		0.00			(0.06	)
Total	$	(0.11	)	$	0.03		$	(0.36	)	$	0.09		$	(0.36	)
Diluted income (loss) per share
Continuing operations	$	(0.11	)	$	0.01		$	(0.28	)	$	0.09		$	(0.30	)
Discontinued operations		0.00			0.02			(0.08	)		0.00			(0.06	)
Total	$	(0.11	)	$	0.03		$	(0.36	)	$	0.09		$	(0.36	)

Successor:	2010
	Period from February 26 to March 31				Q2			Q3			Q4		Total
	(Dollars in thousands, except per share data)
Net sales	$	56,874		$	171,618		$	178,095		$	175,720		$	582,307
Cost of goods sold		52,714			161,277			163,657			164,211			541,859
Gross profit		4,160			10,341			14,438			11,509			40,448
Operating expenses		3,640			18,274			12,958			19,275			54,147
Income (loss) from operations		520			(7,933	)		1,480			(7,766	)		(13,699	)
Interest expense, net		(3,493	)		(10,237	)		(10,722	)		(8,998	)		(33,450	)
Gain (loss) on mark to market valuation of convertible debt		(50,601	)		19,397			36,827			69,951			75,574
Inducement expense		-			-			-			(166,691	)		(166,691	)
Other income (loss), net		(326	)		2,267			2,647			(2,013	)		2,575
Income tax provision (benefit)		(429	)		(751	)		2,569			(3,596	)		(2,207	)
Income (loss) from continuing operations		(53,471	)		4,245			27,663			(111,921	)		(133,484	)
Discontinued operations, net of tax		443			2,265			3,188			1,056			6,952
Net income (loss)		(53,028	)		6,510			30,851			(110,865	)		(126,532	)
Basic income (loss) per share
Continuing operations	$	(4.23	)	$	0.14		$	0.88		$	(4.51	)	$	(8.52	)
Discontinued operations		0.03			0.07			0.10			0.04			0.45
Total	$	(4.20	)	$	0.21		$	0.98		$	(4.47	)	$	(8.07	)
Diluted loss per share
Continuing operations	$	(4.23	)	$	(0.39	)	$	(0.18	)	$	(4.51	)	$	(8.52	)
Discontinued operations		0.03			0.07			0.10			0.04			0.45
Total	$	(4.20	)	$	(0.32	)	$	(0.08	)	$	(4.47	)	$	(8.07	)

Predecessor:
(Dollars in thousands, except per share data)	Period from January 1 to February 26, 2010
Net sales	$	91,647
Cost of goods sold	89,397
Gross profit	2,250
Operating expenses	6,479
Loss from operations	(4,229		)
Interest expense, net	(7,496		)
Other income, net	566
Reorganization income	59,311
Income tax benefit	(1,931		)
Income from continuing operations	50,083
Discontinued operations, net of tax	719
Net income	50,802
Basic income per share
Continuing operations	$	1.05
Discontinued operations	0.02
Total	$	1.07
Diluted income per share
Continuing operations	$	1.05
Discontinued operations	0.02
Total	$	1.07