10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

(Mark One)
ý	Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934
for the quarterly period ended June 30, 2003.
OR
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	61-1109077
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
7140 Office Circle Evansville, IN	47715
(Address of Principal Executive Offices)	(Zip Code)

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

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes o  No ý

As of July 31, 2003, 24,796 shares of Accuride Corporation common stock, par value $.01 per share, were outstanding.

ACCURIDE CORPORATION

Table of Contents

PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
		Consolidated Balance Sheets as of June 30, 2003 (Unaudited) and December 31, 2002
		Consolidated Statements of Income (Loss) for the Three and Six Months Ended June 30, 2003 and 2002 (Unaudited)
		Consolidated Statement of Stockholders’ Equity (Deficiency) for the Six Months Ended June 30, 2003 (Unaudited)
		Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002 (Unaudited)
		Notes to Unaudited Consolidated Financial Statements
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 2. Changes in Securities and Use of Proceeds
	Item 6. Exhibits and Reports on Form 8-K
	Signatures

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PART I. FINANCIAL INFORMATION

Item I. Financial Statements

ACCURIDE CORPORATION

CONSOLIDATED BALANCE SHEETS

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

	June 30, 2003 (Unaudited)			December 31, 2002
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	40,016		$	41,266
Customer receivables, net of allowance for doubtful accounts of $1,251 and $1,364	40,118			29,494
Other receivables	6,004			3,466
Inventories, net	36,265			26,057
Supplies	10,097			9,004
Deferred income taxes	4,196			1,523
Income taxes receivable	0			7,963
Prepaid expenses and other current assets	3,493			1,330
Total current assets	140,189			120,103
PROPERTY, PLANT AND EQUIPMENT, NET	204,650			210,972
OTHER ASSETS:
Goodwill	123,197			123,197
Investment in affiliates	3,001			3,621
Deferred financing costs, net of accumulated amortization of $6,141 and $8,949	5,027			6,354
Deferred income taxes	23,700			24,903
Pension benefit plan asset	25,377			20,587
Property, plant and equipment held for sale, net	4,824			4,824
Other	122			606
TOTAL	$	530,087		$	515,167
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable	$	32,961		$	28,582
Current portion of long-term debt	1,900			4,125
Accrued payroll and compensation	8,344			12,201
Accrued interest payable	8,746			10,796
Accrued and other liabilities	6,863			5,546
Total current liabilities	58,814			61,250
LONG-TERM DEBT, less current portion	488,522			470,030
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY	19,988			17,981
PENSION BENEFIT PLAN LIABILITY	20,932			18,697
OTHER LIABILITIES	296			458
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY (DEFICIENCY):
Preferred stock, $.01 par value; 5,000 shares authorized and unissued Common stock and additional paid in capital, $.01 par value; 45,000 shares authorized, 24,923 shares issued; 24,796 outstanding	52,065			52,065
Treasury stock, 127 shares at cost	(735		)	(735		)
Stock subscriptions receivable	(46		)	(121		)
Accumulated other comprehensive income (loss)	(6,357		)	(7,597		)
Retained earnings (deficit)	(103,392		)	(96,861		)
Total stockholders’ equity (deficiency)	(58,465		)	(53,249		)
TOTAL	$	530,087		$	515,167

See notes to unaudited consolidated financial statements

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ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(DOLLARS IN THOUSANDS)

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
NET SALES	$	94,207		$	94,585		$	182,455		$	172,389
COST OF GOODS SOLD	75,690			75,683			148,317			141,760
GROSS PROFIT	18,517			18,902			34,138			30,629
OPERATING:
Selling, general and administrative	6,305			6,693			12,194			13,429
INCOME FROM OPERATIONS	12,212			12,209			21,944			17,200
OTHER INCOME (EXPENSE):
Interest income	59			34			131			124
Interest (expense)	(9,473		)	(10,094		)	(18,385		)	(20,108		)
Refinancing costs	(11,257		)	—			(11,257		)	—
Equity in earnings of affiliates	199			66			379			105
Other income (expense), net	110			1,688			(503		)	2,553
INCOME (LOSS) BEFORE INCOME TAXES	(8,150		)	3,903			(7,691		)	(126		)
INCOME TAX PROVISION (BENEFIT)	(2,197		)	1,926			(1,160		)	1,271
NET INCOME (LOSS)	$	(5,953	)	$	1,977		$	(6,531	)	$	(1,397	)

See notes to unaudited consolidated financial statements.

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ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

(DOLLARS IN THOUSANDS)

(UNAUDITED)

	Comprehensive Income (Loss)			Common Stock and Additional Paid in Capital		Treasury Stock			Stock Subscriptions Receivable			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)			Total Stockholders’ Equity (Deficiency)
BALANCE AT JANUARY 1, 2003				$	52,065	$	(735	)	$	(121	)	$	(7,597	)	$	(96,861	)	$	(53,249	)
Net Income (Loss)	$	(6,531	)												(6,531		)	(6,531		)
Proceeds from stock subscriptions receivable				—		—			75						—			75
Other comprehensive income (loss); unrealized gains on foreign currency hedges (net of tax)	1,240											1,240						1,240
Comprehensive income (loss)	$	(5,291	)
BALANCE AT JUNE 30, 2003				$	52,065	$	(735	)	$	(46	)	$	(6,357	)	$	(103,392	)	$	(58,465	)

See notes to unaudited consolidated financial statements

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ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS)

(UNAUDITED)

	Six Months Ended June 30,
	2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(6,531	)	$	(1,397	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	13,875			13,491
Amortization-deferred financing costs	1,219			1,172
Amortization-deferred financing costs related to refinancing	2,248			—
Losses on asset disposition	—			(42		)
Deferred income taxes	(1,471		)	826
Equity in earnings of affiliate	(379		)	(105		)
Changes in certain assets and liabilities:
Receivables	(13,162		)	(24,506		)
Inventories and supplies	(11,301		)	(3,629		)
Prepaid expenses and other assets	2,602			(3,589		)
Accounts payable	4,379			1,806
Accrued and other liabilities	(509		)	673
Net cash provided by (used in) operating activities	(9,030		)	(15,300		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(7,436		)	(7,105		)
Capitalized interest	(117		)	(205		)
Cash distribution from affiliate	1,000			—
Net cash provided by (used in) investing activities	(6,553		)	(7,310		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in revolving credit advance	(35,000		)	10,000
Proceeds from issuance of long-term debt	180,000			—
Payments on long-term debt	(128,785		)	(6,250		)
Payments on short-term advance	—			—
Deferred financing fees	(1,957		)	—
Proceeds from stock subscriptions receivable	75			462
Redemption of shares	—			—
Net cash provided by (used in) financing activities	14,333			4,212
Increase (decrease) in cash and cash equivalents	(1,250		)	(18,398		)
Cash and cash equivalents, beginning of period	41,266			47,708
Cash and cash equivalents, end of period	$	40,016		$	29,310

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ACCURIDE CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

AS OF JUNE 30, 2003 AND DECEMBER 31, 2002 AND FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

Note 1 – Basis of Presentation – The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, except that the unaudited consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  However, in the opinion of Accuride Corporation (“Accuride” or the “Company”), all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the consolidated financial statements have been included.

The results of operations for the six months ended June 30, 2003 are not necessarily indicative of the results to be expected for the year ending December 31, 2003.  The unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto disclosed in Accuride’s Annual Report on Form 10-K for the year ended December 31, 2002.

Management’s Estimates and Assumptions - The preparation of 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.

Reclassifications – Certain amounts in the prior year’s financial statements have been reclassified to conform to the current year presentation.

Note 2 – Recently Issued Accounting Pronouncements

SFAS 145—On April 30, 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”.  The statement is intended to update, clarify and simplify existing accounting pronouncements.  The adoption of this statement had no effect on the Company’s financial statements.

SFAS 146—On July 30, 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”.  The statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).”  SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002.  The adoption of this statement had no effect on the Company’s financial statements.

SFAS 148—On December 31, 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure.  This statement amends SFAS Statement No. 123, “Accounting for Stock-Based Compensation” and provides alternative methods of transition for a voluntary change to the fair value based methods of accounting for stock-based employee compensation.  In addition, this statement amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.

The Company applies APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for the plans; accordingly, since the grant price of the stock options was at least 100% of the fair value at the date of the grant, no compensation expense has been recognized by the Company in connection with the option grants.  Had compensation cost for the plans been determined based on the fair value at the grant dates for awards under the plan consistent with the fair value method of SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, the effect on the Company’s net income (loss) would have been the following:

	For the Three Months Ended June 30						For the Six Months Ended June 30
	2003			2002			2003			2002
Net income (loss) as reported	$	(5,953	)	$	1,977		$	(6,531	)	$	(1,397	)
Add:  Total stock-based employee compensation expense determined under the intrinsic value based method, net of related tax effects
Deduct:  Total stock-based employee compensation expense determined under the fair value based method, net of related tax effects	(20		)	(34		)	(39		)	(65		)
Pro forma net income (loss)	$	(5,973	)	$	1,943		$	(6,570	)	$	(1,462	)

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SFAS 149 – On April 30, 2003, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”.  The statement amends and clarifies derivative instruments embedded in other contracts, and for hedging activities under Statement 133.  SFAS 149 is effective for Accuride on a prospective basis for contracts entered into or modified and for hedging relationships designated for fiscal periods beginning after June 30, 2003.  Management is currently evaluating the impact this statement will have on future consolidated results.

SFAS 150 – On May 15, 2003, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”.  This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.  It requires that an issuer classify a financial instrument that is within its scope as a liability, even though it might previously have been classified as equity.  SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003.  Management does not believe this statement will have a material effect on its consolidated financial statements.

FIN45—In November 2002, the FASB issued Interpretation No. 45 (FIN 45), Guarantor’s Accounting and Disclosure Requirements for Guarantees.  Including Indirect Guarantees of Indebtedness of Others.  FIN 45 requires that upon issuance of certain guarantees, a guarantor must recognize a liability for the fair value of the obligation assumed under the guarantee.  FIN 45 also requires additional disclosures by a guarantor in its interim and annual financial statements regarding certain guarantees and product warranties.  The recognition provisions of FIN 45 are effective for guarantees issued or modified after December 31, 2002.  The adoption of Interpretation No. 45 had no effect on the Company’s financial statements.

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Note 3 – Inventories – Inventories were as follows:

	June 30, 2003		December 31, 2002
Raw Materials	$	3,733	$	4,739
Work in Process	17,644		8,820
Finished Manufactured Goods	12,834		11,429
LIFO Adjustment	2,054		1,069
Inventories, net	$	36,265	$	26,057

Note 4 – Accounting for Derivatives and Hedging Activities – The Company uses derivative financial instruments as part of its overall risk management strategy as further described under Item 7A of the 2002 Annual Report on Form 10-K.  The derivative instruments used by the Company from time to time include interest rate, foreign exchange, and commodity price instruments.  All derivative instruments are recognized on the balance sheet at their estimated fair value.

Foreign Exchange Instruments - - The Company is currently using foreign currency forward contracts to limit foreign exchange risk on anticipated but not yet committed transactions expected to be denominated in Canadian dollars.  These forward contracts are designated as cash flow hedges and management expects that these derivative instruments will be highly effective.  As such, unrealized gains or losses will be deferred in Other Comprehensive Income (See Note 8) with only realized gains or losses reflected in current period earnings as “Cost of Goods Sold”.  However, to the extent that any of these contracts are not completely effective in offsetting the change in the value of the anticipated transactions being hedged, any changes in fair value relating to the ineffective portion of these contracts will be immediately recognized in “Cost of Goods Sold”.

Note 5 – Supplemental Cash Flow Disclosure – During the six months ended June 30, 2003 and 2002, Accuride paid $19,322 and $19,912 for interest.  During these same time periods, Accuride received net refunds of $7,344 and $47 for income taxes, respectively.

Note 6 – Restructuring Reserve – During the second quarter of 2001, Accuride recorded a $2,692 reserve related to the closure of its Columbia, Tennessee, facility and the consolidation of its light wheel production into other facilities.  The Columbia, Tennessee, facility, ceased operations on March 31, 2002.  As of June 30, 2003, $1,234 of cash expenditures and $1,458 of non-cash write-offs had been charged against the reserve.  All restructuring activities are complete, except for the disposal of the facility, the timing of which is uncertain.

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Note 7 – Long Term Debt

Long-term debt consists of the following:

	June 30, 2003		December 31, 2002
Revolving Credit Advance	$	25,000	$	60,000
Term A Advance	0		55,404
Term B Advance	0		69,256
AdM Term Advance	0		3,125
Term C Advance	96,000		97,000
New Term B Advance	180,000		0
Senior subordinated notes, net of $478 and $530 unamortized discount	189,422		189,370
	490,422		474,155
Less current maturities	1,900		4,125
Total	488,522		470,030

Bank Borrowing— Effective June 13, 2003 we entered into a third amended and restated credit agreement to refinance a portion of the debt outstanding under the July 27, 2001 second amended and restated credit agreement (the “Refinancing”).  Under the Refinancing we repaid in full the aggregate amounts outstanding under the “Term A Facility”, “Term B Facility” and the “Revolving Credit Facility” with proceeds from (i) a new term credit facility in an aggregate principal amount of $180 million that matures on June 13, 2007 (“Term B”), and (ii) a new revolving facility (“New Revolver”) in an aggregate principal amount of $66 million (comprised of a $36 million U.S. revolving credit facility and a $30 million Canadian revolving credit facility) which matures on June 13, 2006 (collectively, the “New Senior Facilities”).  The New Senior Facilities provide for (i) increased interest rates, (ii) a second priority lien on substantially all of our US and Canadian properties and assets to secure the new Term B, (iii) a first priority lien on our properties and assets securing the New Revolver and Term C and (iv) a modification to our financial covenants.  A negative pledge restricts the imposition of other liens or encumbrances on any of the assets, subject to certain exceptions.

The “Term C Facility” under the second amended and restated credit agreement remains outstanding under the Refinancing and the amortizations and maturities on the Term C Facility remain unchanged.

Our Canadian subsidiary is the borrower under the Canadian revolving credit facility and Accuride has guaranteed the repayment of such borrowing under the Refinancing.  As of June 30, 2003, $25.0 million was outstanding under the Canadian revolving credit facility.  The new Term B facility provides for $0.9 million amortizations on June 13, 2004, June 13, 2005, and June 13, 2006, and $177.3 million on June 13, 2007.  The Term C loan provides for $1.0 million amortizations on January 21, 2004, and January 21, 2005, and $47.0 million amortizations on January 21, 2006 and January 21, 2007.  Interest on the term loans and the New Revolver is based on LIBOR plus an applicable margin.

Under the terms of the Company’s credit agreement, there are certain restrictive covenants that limit the payment of cash dividends and establish minimum financial ratios.  The Company was in compliance with all such covenants at June 30, 2003.

Senior Subordinated Notes—Interest at 9.25% on the senior subordinated notes (the “Notes”) is payable on February 1 and August 1 of each year, commencing on August 1, 1998.  The Notes mature in full on February 1, 2008 and may be redeemed, at the option of the Company, in whole or in part, at any time on

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or after February 1, 2003 in cash at the redemption prices set forth in the indenture, plus interest.  The Notes are a general unsecured obligation of the Company ranking senior in right of payment to all existing and future subordinated indebtedness of the Company.  The Notes are subordinated to all existing and future senior indebtedness of the Company including indebtedness incurred under the New Senior Facilities.  As of June 30, 2003 the aggregate principal amount of Notes outstanding was $189,900.

AdM Term Facility—At December 31, 2002 AdM had term notes outstanding of $3,125 under its $25,000 term facility.  The aggregate amount outstanding was repaid in March 2003.

Note 8 – Comprehensive income (loss) is summarized as follows:

	For the Three Months Ended June 30					For the Six Months Ended June 30
	2003			2002		2003			2002
Net income (loss)	$	(5,953	)	$	1,977	$	(6,531	)	$	(1,397	)
Other comprehensive income (loss)	342			0		1,240			0
Total comprehensive income (loss)	$	(5,611	)	$	1,977	$	(5,291	)	$	(1,397	)

Included in other comprehensive income (loss) for the three and six months ended June 30, 2003, respectively, is $342 and $1,240 (net of tax) of unrealized gains on derivatives that have been designated as cash flow hedges in accordance with SFAS 133, as further described in Note 4.  During the six-month period ended June 30, 2003, $1,762 of income was reclassified into cost of goods sold as the related derivative instruments matured.  The $2,054 of unrealized gains remaining in OCI related to derivative instruments will be reclassified into earnings as realized during the next six months.

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

The following discussion should be read in conjunction with the consolidated financial statements and notes included in Item 1 of Part 1 of this report on Form 10-Q.  Except for the historical information contained herein, this report on Form 10-Q contains forward-looking statements that involve risks and uncertainties.  Accuride’s actual results may differ materially from those indicated by such forward-looking statements.

Results of Operations

Three Months Ended June  30, 2003 Compared to the Three Months Ended June 30, 2002.

The following table sets forth certain income statement information of Accuride for the three months ended June 30, 2003 and June 30, 2002:

	June 30, 2003					June 30, 2002
	(dollars in thousands)
Net sales	$	94,207		100.0	%	$	94,585		100.0	%
Gross profit	18,517			19.7	%	18,902			20.0	%
Operating expenses	6,305			6.7	%	6,693			7.1	%
Income from operations	12,212			13.0	%	12,209			12.9	%
Equity in earnings of affiliates	199			0.2	%	66			0.1	%
Other income (expense)	(20,561		)	(21.8	)%	(8,372		)	(8.9	)%
Net income (loss)	(5,953		)	(8.7	)%	1,977			2.1	%

Net Sales.  Net sales remained relatively constant for the three-month period ended June 30, 2003 compared to the three months ended June 30, 2002.

Gross Profit.  Gross profit decreased $0.4 million, or 2.1%, to $18.5 million for the three months ended June 30, 2003 from $18.9 million for the three months ended June 30, 2002.  The decrease is primarily the result of higher utilities and labor costs.

Operating Expenses.  Operating expenses decreased $0.4 million, or 6.0% to $6.3 million for the three months ended June 30, 2003 from $6.7 million for the three months ended June 30, 2002.  The decrease is the result of cost containment efforts at the corporate level.

Other Income (Expense).  Other expense increased $12.2 million to $20.6 million for the three-month period ended June 30, 2003 from $8.4 million for the three months ended June 30, 2002.  The increase is primarily attributable to $11.3 million of expense associated with the refinancing of our term debt.  Of the $11.3 million of expense, $9.1 million related to cash fees paid for the Refinancing, while $2.2 million related to a non-cash write-off of deferred financing fees.  The increase in Other Income (Expense) is also partly attributable to fluctuations in the value of our derivative instruments during 2002.

Net Income (Loss).  Accuride had a net loss of $6.0 million for the three months ended June 30, 2003 compared to net income of $2.0 million for the three months ended June 30, 2002 primarily due to the $11.3 million of refinancing costs in 2003.

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Six Months Ended June  30, 2003 Compared to the Six Months Ended June 30, 2002.

The following table sets forth certain income statement information of Accuride for the six months ended June 30, 2003 and June 30, 2002:

	June 30, 2003					June 30, 2002
	(dollars in thousands)
Net sales	$	182,455		100.0	%	$	172,389		100.0	%
Gross profit	34,138			18.7	%	30,629			17.8	%
Operating expenses	12,194			6.7	%	13,429			7.8	%
Income from operations	21,944			12.0	%	17,200			10.0	%
Equity in earnings of affiliates	379			0.2	%	105			0.1	%
Other income (expense)	(30,014		)	(16.5	)%	(17,431		)	(10.1	)%
Net income (loss)	(6,531		)	(3.6	)%	(1,397		)	(0.8	)%

Net Sales.  Our net sales for the six months ended June 30, 2003 were $182.5 million, an increase of 5.9% compared to net sales of $172.4 million for the six months ended June 30, 2002.  The increase in net sales is primarily a result of a first quarter increase in industry commercial vehicle builds as well as increased penetration in the aluminum market.  The increase in industry commercial vehicle builds was partially offset by continued pricing pressures.

Gross Profit.  Gross profit increased $3.5 million, or 11.4%, to $34.1 million for the six months ended June 30, 2003 from $30.6 million for the six months ended June 30, 2002.  Gross profit as a percentage of sales improved to 18.7% for the six months ended June 30, 2003, compared to 17.8% for the six months ended June 30, 2002.  The principal causes for the improvement in our gross profit are increased aluminum and steel sales volumes during the first quarter of 2003.  These increases were partially offset by higher material, utilities, and labor costs.

Operating Expenses.  Operating expenses decreased $1.2 million, or 9.0% to $12.2 million for the six months ended June 30, 2003 from $13.4 million for the six months ended June 30, 2002.  The decrease was primarily due to higher severance costs in the first half of 2002 along with heightened cost containment efforts at the corporate level during 2003.

Other Income (Expense).  Other expense increased $12.6 million to $30.0 million for the six-month period ended June 30, 2003 from $17.4 million for the six months ended June 30, 2002.  The increase is primarily attributable to the $11.3 million of expense associated with the refinancing of our term debt.  Of the $11.3 million of expense, $9.1 million related to cash fees paid for the Refinancing, while $2.2 million related to a non-cash write-off of deferred financing fees.  The increase in Other Income (Expense) is also partly attributable to fluctuations in the value of our derivative instruments during 2002.

Net Income (Loss).  Accuride had a net loss of $6.5 million for the six months ended June 30, 2003 compared to a net loss of $1.4 million for the six months ended June 30, 2002 primarily due to the $11.3 million of refinancing costs in 2003.

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Changes in Financial Condition

At June 30, 2003, Accuride’s total assets amounted to $530.1 million, as compared to $515.2 million at December 31, 2002.  The $14.9 million, or 2.9%, increase in total assets during the six months ended June 30, 2003 was primarily the result of an increase in net receivables of $13.1 million, an increase in net inventory of $10.2 million, offset by a decrease in income taxes receivable of $8.0 million.  Net receivables increased due to higher sales in the month of June 2003 compared to December 2002.  Inventory increased as a result of an inventory build at our Erie, Pennsylvania, facility.  Income taxes receivable decreased as we received a refund for a net operating loss carryback.

At June 30, 2003, Accuride’s total liabilities amounted to $588.6 million, as compared to $568.4 million at December 31, 2002.  Liabilities increased $20.2 million, or 3.6%, primarily as a result of a $16.2 million increase in debt and a $4.4 million increase in accounts payable.  Debt increased as a result of a $20.0 million borrowing under the Revolver, offset by a $3.1 million payment on the AdM term debt and a $1.0 million payment on the Term C debt, all prior to the June 13, 2003 Refinancing (See Item 2, “Amended and Restated Credit Agreement”).  The increase in accounts payable is primarily related to the increase in sales volume and the timing of payments.

Capital Resources and Liquidity 

Accuride’s primary sources of liquidity during the first half of 2003 were cash reserves and borrowings under its senior secured revolving credit facility (the “Revolver”), which was refinanced during the second quarter (See “Amended and Restated Credit Facility”).  Primary uses of cash were funding operating shortfalls, seasonal working capital needs, capital expenditures and debt service.

As of June 30, 2003, Accuride had cash and cash equivalents of $40.0 million compared to $41.3 million at December 31, 2002.  Accuride’s operating activities for the six months ended June 30, 2003 used $9.0 million of cash compared to a use of $15.3 million of cash during the six months ended June 30, 2002.  Included in cash from operations is $9.0 million of cash fees associated with the Refinancing.  Investing activities for the six months ended June 30, 2003 used $6.6 million compared to $7.3 million for the six months ended June 30, 2002.  Included in investing activities for the six months ended June 30, 2003 is a $1.0 million cash distribution from AOT, Inc., our joint venture with Goodyear Tire and Rubber Company.  Net financing activities provided $14.3 million and $4.2 million during the six months ended June 30, 2003 and 2002, respectively.

Accuride’s capital expenditures in 2002 were $19.8 million.  Accuride expects its capital expenditures to be approximately $23 million in 2003 which will be funded by cash generated by operations and our Revolver.  It is anticipated that these expenditures will fund (i) investments in productivity and low cost manufacturing improvements in 2003 of approximately $3 million; (ii)  new product capital of approximately $10 million for the production of light full face design wheels; (iii) equipment and facility maintenance of approximately $7 million; and (iv) continuous improvement initiatives of approximately $3 million.

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Contractual Obligations and Commercial Commitments

The following table summarizes our contractual obligations as of June 30, 2003 and the effect such obligations and commitments are expected to have on our liquidity and cash flow in future periods:

$ Millions	2003		2004		2005		2006		2007		Thereafter		Total
DEBT (excluding interest):
Revolving Credit Facility	$	—	$	—	$	—	$	25.0	$	—	$	—	$	25.0
Term B Facility	—		0.9		0.9		0.9		177.3		—		180.0
Term C Facility	—		1.0		1.0		47.0		47.0		—		96.0
Senior Subordinated Notes	—		—		—		—		—		189.9		189.9
TOTAL DEBT:	$	—	$	1.9	$	1.9	$	72.9	$	224.3	$	189.9	$	490.9
OTHER:
Operating Leases	0.9		1.3		1.1		0.9		0.9		1.6		6.7
TOTAL	0.9		3.2		3.0		73.8		225.2		191.5		497.6

Description of the Notes.  In January 1998 we issued $200 million of senior subordinated notes (the “Notes”) pursuant to an indenture.  The indenture is limited in aggregate principal amount to $300 million, of which $200 million were issued as private notes and subsequently exchanged for exchange notes, which exchange has been registered under the Securities Act of 1933, as amended. The indenture provides certain restrictions on the payment of dividends by Accuride.  The indenture is subject to and governed by the Trust Indenture Act of 1939, as amended.  The Notes are general unsecured obligations of Accuride and are subordinated in right of payment to all existing and future Senior Indebtedness (as defined in the indenture).  The Notes mature on February 1, 2008.  Interest on the Notes accrues at the rate of 9.25% per annum and is due and payable semi-annually in arrears on February 1 and August 1, commencing on August 1, 1998, to holders of record of the Notes on the immediately preceding January 15 and July 15.  As of June 30, 2003 the aggregate principal amount of Notes outstanding was $189.9 million.

Amended and Restated Credit Agreement.  Effective June 13, 2003 we entered into a third amended and restated credit agreement to refinance a portion of the debt outstanding under the July 27, 2001 second amended and restated credit agreement (the “Refinancing”).  Under the Refinancing we repaid in full the aggregate amounts outstanding under the “Term A Facility”, “Term B Facility” and the “Revolving Credit Facility” with proceeds from (i) a new term credit facility in an aggregate principal amount of $180 million that matures on June 13, 2007 (“Term B”), and (ii) a new revolving facility (“New Revolver”) in an aggregate principal amount of $66 million (comprised of a $36 million U.S. revolving credit facility and a $30 million Canadian revolving credit facility) which matures on June 13, 2006 (collectively, the “New Senior Facilities”).  The New Senior Facilities provide for (i) increased interest rates, (ii) a second priority lien on substantially all of our US and Canadian properties and assets to secure the new Term B, (iii) a first priority lien on our properties and assets securing the New Revolver and Term C, (iv) a pledge of 65% of the stock of our Mexican subsidiary, and (v) a modification to our financial covenants.  A negative pledge restricts the imposition of other liens or encumbrances on any of the assets, subject to certain exceptions.

The “Term C Facility” under the second amended and restated credit agreement remains outstanding under the Refinancing and the amortizations and maturities on the Term C Facility remain unchanged.

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Our Canadian subsidiary is the borrower under the Canadian revolving credit facility and Accuride has guaranteed the repayment of such borrowing under the Refinancing.  As of June 30, 2003, $25.0 million was outstanding under the Canadian revolving credit facility.  The new Term B facility provides for $0.9 million amortizations on June 13, 2004, June 13, 2005, and June 13, 2006, and $177.3 million on June 13, 2007.  The Term C loan provides for $1.0 million amortizations on January 21, 2004, and January 21, 2005, and $47.0 million amortizations on January 21, 2006 and January 21, 2007.  Interest on the term loans and the New Revolver is based on LIBOR plus an applicable margin.

Restrictive Debt Covenants.  Our credit documents contain numerous financial and 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. Accuride is also required to meet certain financial ratios and tests including a leverage ratio, an interest coverage ratio, and a fixed charge coverage ratio. A failure to comply with the obligations contained in the credit documents could result in an event of default, and possibly the acceleration of the related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-acceleration or cross-default provisions. As of June 30, 2003, and currently, we are in compliance with our financial covenants and ratios.

We believe that cash liquidity and availability under the Revolver will provide adequate funds for our working capital needs, planned capital expenditures and debt service obligations for the next twelve months.  Our ability to fund working capital needs, planned capital expenditures, scheduled debt payments, and to comply with all of the financial covenants under our credit agreement, 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.

Factors Affecting Future Results

In this report, Accuride has 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 and Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements are also made from time-to-time in press releases and in oral statements made by Accuride’s 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.  Forward looking statements also include statements regarding our estimation of the market demand for Heavy/Medium Trucks and Trailers, Accuride’s foreseeable working capital needs for the next twelve months, and Accuride’s disclosures concerning market risk.  Such forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect.  Therefore, undue reliance should not be placed upon these estimates and statements.  Accuride cannot assure that any of these statements or estimates will be realized and actual results may differ from those contemplated in these “forward-looking statements.”  Accuride undertakes 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 Accuride may make on related subjects in its filings with the SEC.  Accuride cannot assure you that its expectations, beliefs, or projections will result or be achieved or accomplished.  In addition to other factors discussed in this report, some of the important factors that could cause actual results to differ materially from those discussed in the forward-looking statements include the following:

•Accuride’s credit documents contain significant financial and operating covenants that limit the discretion of management with respect to certain business matters.  Accuride must also meet certain financial ratios and tests as described above.  Failure to comply with the obligations contained in the debt agreements could result in an event of default, and possibly the acceleration of the related debt

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and the acceleration of debt under other instruments evidencing debt that may contain cross-acceleration or cross-default provisions;

•a labor strike may disrupt Accuride’s supply to its customer base;

•current conditions in the economy could worsen and the Heavy/Medium truck industry downturn may persist longer than anticipated;

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

•Accuride’s ability to service its indebtedness is dependent upon operating cash flow;

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

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

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

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

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

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

•the interests of the principal stockholder of Accuride may conflict with the interests of the holders of securities of Accuride; and

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

For further information, refer to the business description and additional risk factors sections included in the Company’s Form 10-K for the year ended December 31, 2002, as filed with the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Accuride, in the normal course of doing business, is exposed to the risks associated with changes in foreign exchange rates, raw material/commodity prices, and interest rates.  Accuride uses 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.  Accuride monitors its foreign currency exposures to maximize the overall effectiveness of its foreign currency derivatives. The principal currency of exposure is the Canadian dollar. Forward foreign exchange contracts, designated as hedging instruments under SFAS 133, are used to offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities. At June 30, 2003, Accuride had open foreign exchange forward contracts of $13.0 million.  Foreign exchange forward contract maturities are from one to fifteen months. Management believes the use of foreign currency financial instruments reduces the risks that arise from doing business in international markets.

However, Accuride’s foreign currency derivative contracts provide only limited protection against currency risks.  Factors that could impact the effectiveness of Accuride’s currency risk management programs include accuracy of sales estimates, volatility of currency markets and the cost and availability of derivative instruments.  The counterparties to the foreign exchange contracts are financial institutions with investment grade credit ratings.  The use of forward contracts protects Accuride’s cash flows against

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unfavorable movements in exchange rates, to the extent of the amount under contract.  A 10% adverse change in currency exchange rates for the foreign currency derivatives held at June 30, 2003, would have an impact of approximately $1.5 million on the fair value of such instruments.  This quantification of exposure to the market risk associated with foreign exchange financial instruments does not take into account the offsetting impact of changes in the fair value of Accuride’s foreign denominated assets, liabilities and firm commitments.

Raw Material/Commodity Price Risk

Accuride relies upon the supply of certain raw materials and commodities in its production processes and has entered into firm purchase commitments for steel and aluminum.  The exposures associated with these commitments are primarily managed through the terms of the sales, supply, and procurement contracts.  From time to time, Accuride uses commodity price swaps and futures contracts to manage the variability in certain commodity prices. Commodity price swap and futures contracts are used to offset the impact of the variability in certain commodity prices on our operations and cash flows.  At June 30, 2003, Accuride had no open commodity price swaps and futures contracts.

Interest Rate Risk

Accuride uses long-term debt as a primary source of capital in its business.  The following table presents the principal cash repayments and related weighted average interest rates by maturity date for its long-term fixed-rate debt and other types of long-term debt at June 30, 2003:

(Dollars in Thousands)	2003	2004			2005			2006			2007			Thereafter			Total			Fair Value
Long-term Debt:
Fixed														$	189,900		$	189,900		$	173,759
Avg. Rate														9.25		%	9.25		%
Variable		$	1,900		$	1,900		$	72,900		$	224,300					$	301,000		$	301,000
Avg. Rate		6.80		%	6.80		%	5.41		%	7.67		%				7.1		%

Accuride is exposed to the variability of interest rates on its variable rate debt.  However, of the total variable rate debt of $301.0 outstanding as of June 30, 2003, an amount of $96.0 representing the Term C Loan, is fixed at an interest rate of 5.5% through January 2004.

Item 4. Controls and Procedures

As of the end of the fiscal quarter covered by this report, an evaluation was performed under the supervision and with the participation of Accuride’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.  Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that Accuride’s disclosure controls and procedures, which are designed to ensure that information required to be included in our periodic SEC reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, are effective.  Subsequent to the date of this evaluation, there have been no significant changes in Accuride’s internal controls or in other factors that could significantly affect internal controls.

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PART II.  OTHER INFORMATION

Item 1.Legal Proceedings

Neither Accuride nor any of its subsidiaries is a party to any material legal proceeding.  However, Accuride from time-to-time is involved in ordinary routine litigation incidental to its business.

Item 2.Changes in Securities and Use of Proceeds

During the fiscal quarter ended June 30, 2003, Accuride issued no common stock or options.

Item 6.Exhibits and Reports on Form 8-K

(a) Exhibit No. Description

	10.1		Third Amended and Restated Credit Agreement, dated June 13, 2003, as previously filed as an exhibit to the Form 8-K filed on August 11, 2003 and incorporated herein by reference.
	10.2		Pledge of Shares Agreement.
	31.1		Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 and Rule 13a-14 of the Exchange Act of Terrence J. Keating.
	31.2		Certification Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 and Rule 13a-14 of the Exchange Act of John R. Murphy.
	32.1		Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
(b)	Reports on Form 8-K:
		Form 8-K containing our first quarter results for 2003 was furnished to the SEC on May 6, 2003.
		Form 8-K containing our 2003 forecasted statement of cash flows was furnished to the SEC on May 22, 2003.
		Form 8-K announcing the completion of our amended and restated senior secured bank credit agreement was filed with the SEC on June 16, 2003.

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SIGNATURES

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

ACCURIDE CORPORATION

/s/ Terrence J. Keating	Dated:	August 13, 2003
Terrence J. Keating
President and Chief Executive Officer
/s/ John R. Murphy	Dated:	August 13, 2003
John R. Murphy
Executive Vice President – Finance and Chief Financial Officer Principal Accounting Officer

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EX-10.2

Exhibit 10.2

PLEDGE OF SHARES AGREEMENT executed as of June 13, 2003, by and between:

(1)ACCURIDE CORPORATION (“AccuCorp” or the “Pledgor”), a corporation duly organized and existing under the laws of the State of Delaware, United States of America; and

(2)CITICORP USA, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America in its capacity as administrative agent for the Pledgees (as defined below), and their successors and assignees (hereinafter the “Agent”).

In accordance with the following Preliminary Statements, Representations and Clauses:

PRELIMINARY STATEMENTS

I.-  Dated January 21, 1998, AccuCorp and Accuride Canada, Inc. (“AccuCanada” and together with AccuCorp, the “Borrowers”) executed a Credit Agreement with the banks, financial institutions and other institutional lenders, as subsequently substituted or modified in that certain Amended and Restated Credit Agreements dated as of April 16, 1999 and July 27, 2001.

II.-  As of June 13,2003, the Borrowers, the banks, financial institutions and other institutional lenders identified therein as “Lender Parties”, CITIBANK, N.A. as the initial issuing bank (the “Initial Issuing Bank”), CITICORP USA, INC. as the swing line bank (the “Swing Line Bank”) and as administrative agent for the Lender Parties, CITIGROUP GLOBAL MARKETS INC. as joint lead arranger and joint book-runner (“CGMI”), LEHMAN BROTHERS INC,. as joint lead arranger and joint book-runner (“Lehman”, and, together with CGMI, the “Lead Arrangers”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (the “Syndication Agent”) for the Lender Parties, and DEUTSCHE BANK TRUST COMPANY AMERICAS as documentation agent (“Documentation Agent”) for the Lender Parties, entered into a Third Amended and Restated Credit Agreement (the “Third Amended and Restated Credit Agreement”, and the Credit Agreement referred to in Preliminary Statement I hereof as it has been substituted or modified in the Amended and Restated Credit Agreements, including the Third Amended and Restated Credit Agreement above mentioned, shall be hereinafter referred to as the “Existing Credit Agreement”) whereby the

Lender Parties agreed to refinance a portion of the debt outstanding under the Existing Credit Agreement by repaying in full the aggregate principal amounts outstanding under each of the existing “Term A Facility,” “Term B Facility” and the “Revolving Credit Facility” under the Existing Credit Agreement with proceeds from (i) a new term facility in an aggregate principal amount of $180,000,000 Dollars, and (ii) a new revolving facility in an aggregate principal amount of $66,000,000 Dollars.  A copy of the Third Amended and Restated Credit Agreements attached hereto as Exhibit “A”. Unless otherwise indicated herein, all capitalized terms herein used shall have the meaning ascribed to them in the Third Amended and Restated Credit Agreement.

III.-  In order to additionally document the repayment of the loans arising from the Existing Credit Agreement, the Borrowers have made and delivered promissory notes in the principal amount of such loans to the order of the Lender Parties (hereinafter each such note a “Note” and collectively, the “Notes”).

REPRESENTATIONS AND WARRANTIES

AccuCorp represents and warrants through its legal representative, that:

(a)  Accuride de Mexico, S.A. de C.V. (“AccuMex”) is a  “Sociedad Anonima de Capital Variable”, duly organized and existing under the laws of Mexico.

(b)  As of the date hereof, it has good title to, and is the sole legal beneficial and record owner of, among others, 127,693 common and registered shares, without par value, representing the fixed portion of the capital stock of AccuMex (the “AccuCorp Shares of the Fixed Portion”); as well as 69,773,075 common and registered shares, without par value, representing the variable portion of the capital stock of AccuMex (the “AccuCorp Shares of the Variable Portion”).  Hereinafter the AccuCorp Shares of the Fixed Portion and the AccuCorp Shares of the Variable Portion, shall be referred, jointly as the “Pledged Shares”.

(c)  The Pledged Shares are fully subscribed and paid and are evidenced by the following share certificates:

(i)Share Certificate number 1 representing 127,963 shares of the fixed portion of the capital stock;

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(ii)Share certificate number 1 representing 69,773,075 shares of the variable portion of the capital stock;

(d)  As of the date hereof, the Pledged Shares are free of any liens and/or ownership restrictions.

(e)  The Pledged Shares represent sixty five percent (65%) of the capital stock of AccuMex.

(f)  Its representative has the authority to execute this Agreement, authority that as of the date hereof has not been revoked or limited;

(g)  The execution and compliance hereof does not violate any law or contractual provision binding on or affecting AccuCorp and/or AccuMex.

(h)  It does not require any authorization or approval for the execution hereof nor for the compliance of its obligations hereunder.

(i)  The obligations contained herein are valid and binding obligations of AccuCorp in accordance with the terms and conditions herein contained.

(j)  In order to induce the Lender Parties to execute the Third Amended and Restated Credit Agreement, AccuCorp has agreed to pledge and create a first priority security interest on the Pledged Shares for the benefit of the Secured Parties (as such term is defined in the Existing Credit Agreement) and their successors and/or assignees to secure the payment when due (whether by stated maturity, acceleration or otherwise) of all amounts, including principal of, interest, fees related to, and additional amounts, if any, on the Existing Credit Agreement, the Notes and all obligations of AccuCorp under this Pledge of Shares Agreement (all of the foregoing obligations hereinafter, collectively, the “Secured Obligations”).

Hereinafter the Secured Parties and their successors and/or assignees, shall be referred to, collectively, as the “Pledgees”.

Considering the foregoing Preliminary Statements and Representations, the parties hereto hereby agree to be bound by the following:

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CLAUSES

FIRST.  In order to secure the exact payment when due (whether by stated maturity, acceleration or otherwise) of each and all of the amounts of principal, interest and other amounts on, and the performance of the Secured Obligations, as well as full and timely compliance of each and all of their obligations pursuant to the terms of the Existing Credit Agreement, and each and all the obligations of AccuCorp under this Agreement, AccuCorp hereby creates a pledge and first priority security interest on all of the Pledged Shares for the benefit of the Pledgees.

SECOND.  The pledge created hereby is perfected pursuant to the terms of Article 334 Paragraph II of the General Law of Negotiable Instruments and Credit Transactions (“LGTOC”) in effect in Mexico, by means of:

(a)  Endorsement in guaranty (“endoso en garantía”) by AccuCorp in favor of the Pledgees of each of the share certificates evidencing the Pledged Shares;

(b)  Delivery to the Agent by AccuCorp of the share certificates evidencing the Pledged Shares, who is hereby appointed as depositary of all such share certificates on behalf of the Pledgees, and the Agent hereby grants receipt thereof in accordance with the provisions of Article 337 of the LGTOC; and

(c)  By the entry of the pledge created hereby in the Shares Registry Book of AccuMex, which registration is made simultaneously herewith and is evidenced by a certificate issued by the Alternate Secretary of the Board of Directors of AccuMex and delivered hereby to the Agent.

THIRD.  The pledge created by AccuCorp hereby shall be subject to the following terms:

(a)  So long as no Event of Default under Section 7.01 of the Existing Credit Agreement shall have occurred and be continuing and so long as AccuCorp do not breach its obligations hereunder, AccuCorp may exercise all voting rights corresponding to the Pledged Shares.  For such purposes AccuCorp shall request to the Agent in writing, at least five (5) business days in advance to the date of any shareholders’ meeting of AccuMex, issuance of the deposit certificates necessary for AccuCorp to assist and vote the Pledged Shares owned by it at such shareholders’ meeting, and the Agent shall deliver to AccuCorp the

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necessary certificates no later than three (3) business days prior to the date of such shareholders’ meeting; provided, however, that if such written request is not made or is not made within the term previously mentioned and, as a result thereof, AccuCorp is unable to exercise its voting rights at the respective shareholders’ meeting, the Agent and the Pledgees shall not be liable for any reason whatsoever.

(b)  So long as no Event of Default under Section 7.01 of the Existing Credit Agreement shall have occurred and be continuing and so long as AccuCorp do not breach its obligations hereunder, all cash dividends corresponding to the Pledged Shares, shall be for the benefit of AccuCorp and released from the pledge hereto, and shall not be subject to the provisions of Clause Seventh hereof, provided, however, that upon the occurrence of any Event of Default pursuant to the Existing Credit Agreement and/or if AccuCorp breaches any of its obligations pursuant to the terms hereof, all cash dividends corresponding to the Pledged Shares shall be subject to the pledge created hereby and shall be applied, as the case may be, to the payment of the Secured Obligations, in accordance with Article 338 of the LGTOC.

FOURTH.  Pursuant to the terms of Article 343 of the LGTOC, if all or a portion of the Pledged Shares are redeemed by means of payment in cash and/or any other manner of payment made by AccuCorp on the value of the Pledged Shares, either as a result of a capital stock decrease or the liquidation of the AccuMex or for any other reason whatsoever, the Agent shall collect such amounts, and the same shall be subject to the pledge hereby created.

FIFTH.  AccuCorp shall pledge in the benefit of the Pledgees in the same terms hereof, immediately but in any event within ten (10) days following the relevant acquisition date of any shares issued by AccuMex in the future, including, without limitation, any shares issued by AccuMex acquired by AccuCorp as a result of dividend payments distributed in shares, or from capitalization of reserves, or profits of AccuMex; provided that, in such case, such shares shall be considered as part of the Pledged Shares and all references made hereunder to the Pledged Shares shall be deemed to include such shares.

SIXTH.  AccuCorp and the Agent expressly agree that the Agent, on behalf and for the benefit of the Pledgees, may only enforce the pledge created hereby, or request the sale of the Pledged Shares (i) if any of the events described as Events of Default in Section 7.01 of the Existing Credit Agreement shall occur and subsist, all of which events are hereby incorporated by reference as if fully

5

set forth herein for all legal purposes, or (ii) if AccuCorp breaches any of its respective obligations provided hereunder.

SEVENTH.  (a) All the amounts that for any reason are subject to the pledge hereby created shall be maintained on deposit by the Agent, to be applied to the payment of the Secured Obligations and any remainder, if any, shall be returned to AccuCorp upon termination of this Agreement.

(b)  AccuCorp hereby expressly agrees that, pursuant to Article 336 of the LGTOC, title to any cash amounts subject to the pledge hereby created, shall be transferred in order to be applied, as the case may be, to payment of all Secured Obligations.

(c)  Considering that the Secured Obligations hereby are denominated in Dollars, any amount denominated in Pesos or in any other currency different from Dollars, received by the Agent, pursuant to the terms hereunder, shall be forthwith converted to Dollars by the Agent at the exchange rate that the Agent may effectively convert such amounts in accordance with normal banking procedures, and such Dollar amounts shall be subject to the pledge created hereby pursuant to the terms provided herein.

EIGHTH.  The pledge created hereby shall be indivisible and shall remain in full force and effect so long as all Secured Obligations hereunder remain outstanding.

NINTH. All notices and communications that any party hereof shall deliver to the other parties, shall be in writing and shall be delivered by any courier delivery service or telefax and shall be delivered to each of the other parties hereto at the address or telefax number set forth under such party’s name in the signature pages hereof, or at such other address or telefax number (as the case may be) as shall be designated by such party in written notice given to the other parties hereto.  All such notices and communications shall be effective, if delivered at the address of the recipient, on the relevant delivery date, and if sent by telefax, when the relevant receiving party shall issue an acknowledgement of receipt thereof.

TENTH.  For all matters related to the interpretation and enforcement of this Agreement, the parties expressly submit to the laws of Mexico and competent courts of Monterrey, Nuevo Leon, Mexico, waiving any other

6

jurisdiction rights that may correspond to them as a result of their present or future domicile or otherwise.

ELEVENTH. AccuCorp hereby agrees to provide a Spanish translation of this Pledge of Shares Agreement that is acceptable to the Agent within 20 (twenty) days following execution of the English version and, therefore, both parties agree to exchange executed counterparts of such version. In the event of any discrepancy between the Spanish and English executed versions of this Agreement, the content of the Spanish version shall prevail.

IN WITNESS WHEREOF, the parties hereto here to execute this Agreement as of the date first above written.

“ACCUCORP”:

ACCURIDE CORPORATION

By: Mr. David K. Armstrong
Title: Senior Vice President and General Counsel
Address:	7140 Office Circle
	Evansville, Indiana 47715
	United States of America
Telefax:	(812) 962-5470

THE “AGENT”:

CITICORP USA, INC.

By:

Title:

Address:

Telefax:

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LIST OF EXHIBITS

EXHIBITS

“A”COPY OF THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT.

8

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, Terrence J. Keating, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our 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)[Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986.]

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: August 13, 2003

	/s/ Terrence J. Keating
Terrence J. Keating
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, John R. Murphy, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our 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)[Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986.]

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: August 13, 2003

	/s/ John R. Murphy
John R. Murphy
Executive Vice President – Finance 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, Terrence J. Keating, the President and Chief Executive Officer of Accuride Corporation, certify that (i) the Quarterly Report on Form 10-Q for the period ended June 30, 2003 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 Quarterly Report on Form 10-Q for said period fairly presents, in all material respects, the financial condition and results of operations of Accuride Corporation.

/s/ Terrence J. Keating	Dated:	August 13, 2003
Terrence J. Keating
President and Chief Executive Officer

I, John R. Murphy, Executive Vice President - Finance and Chief Financial Officer of Accuride Corporation, certify that (i) the Quarterly Report on Form 10-Q for the period ended June 30, 2003 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 Quarterly Report on Form 10-Q for said period fairly presents, in all material respects, the financial condition and results of operations of Accuride Corporation.

/s/ John R. Murphy	Dated:	August 13, 2003
John R. Murphy
Executive Vice President - Finance and Chief Financial Officer