10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2003
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, Indiana	47715
(Address of Principal Executive Offices)	(Zip Code)
Registrant’s telephone number, including area code:  (812) 962-5000
Securities registered pursuant to Section 12(b) of the Act:
“None”
Securities registered pursuant to Section 12(g) of the Act:
“None”

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 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. ý

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

The registrant is a privately held corporation.  As such, there is no practicable method to determine the aggregate market value of the voting stock held by non-affiliates of the registrant.

The number of shares of Common Stock, $.01 par value, of Accuride Corporation outstanding as of June 30, 2003 was 24,799.

DOCUMENTS INCORPORATED BY REFERENCE

None

ACCURIDE CORPORATION

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2003

PART I
		Item 1.	Business
		Item 2.	Properties
		Item 3.	Legal Proceedings
		Item 4.	Submission of Matters to a Vote of Security Holders
PART II
		Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters
		Item 6.	Selected Consolidated Financial Data
		Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
		Item 7A.	Quantitative and Qualitative Disclosure About Market Risk
		Item 8.	Financial Statements and Supplementary Data
		Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
		Item 9A.	Controls and Procedures
PART III
		Item 10.	Directors and Executive Officers of the Registrant
		Item 11.	Executive Compensation
		Item 12.	Security Ownership of Certain Beneficial Owners and Management
		Item 13.	Certain Relationships and Related Party Transactions
		Item 14.	Principal Accountant Fees and Services
PART IV
		Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K
			Signatures
FINANCIAL STATEMENTS
	Independent Auditors’ Report
	Consolidated Balance Sheets
	Consolidated Statements of Income (Loss)
	Consolidated Statements of Stockholders’ Equity (Deficiency)
	Consolidated Statements of Cash Flows
	Notes to Consolidated Financial Statements
	Financial Statement Schedules

PART I

Item 1.Business

General

Accuride Corporation, a Delaware corporation (“Accuride” or the “Company”), manufactures and supplies wheels and rims (“Wheels”) for heavy and medium commercial vehicles.  We offer the broadest product line in the North American Wheel market for heavy and medium trucks, buses, vans (“Heavy/Medium Trucks”) and trailers (“Trailers”) and are the only North American manufacturer and supplier of both steel and forged aluminum Wheels for Heavy/Medium Trucks and Trailers (“Heavy/Medium Wheels”).

We sell Wheels primarily to Heavy/Medium Truck, Trailer and Light Truck (as defined below) original equipment manufacturers (“OEMs”). Major customers include Ford Motor Company (“Ford”), Freightliner Corporation (“Freightliner”), General Motors Corporation (“General Motors”), Mack Trucks, Inc. (“Mack”), International Truck and Engine Corporation (“International”), Volvo Trucks North America (“Volvo”) and Paccar, Inc. (“Paccar”).  For over 10 years, our steel Wheels have been standard equipment at all North American Heavy/Medium Truck OEMs and at a number of North American Trailer OEMs. In addition, our steel Wheels are standard equipment at a majority of North America’s largest trucking fleets, including J.B. Hunt Transport Services, Ryder Truck Rental, Inc., Ruan Transportation Management Systems, and Schneider Specialized Carriers, Inc.  Our aluminum Wheels are standard equipment at Volvo, International, and Freightliner.  Approximately 22% of our sales are to Light Truck OEMs such as Ford and General Motors.

We serve the North American vehicle market, which can be divided into three categories: (i) Heavy/ Medium Trucks, (ii) Trailers and (iii) other vehicles such as light commercial trucks, pick-up trucks, sport utility vehicles and vans (“Light Trucks”).

Corporate History

Accuride 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. In 1988, the Company was purchased by Phelps Dodge Corporation (“Phelps Dodge”).

In November 1997, Hubcap Acquisition acquired control of the Company.  Hubcap Acquisition is a Delaware limited liability company whose members are KKR 1996 Fund L.P. and KKR Partners II, L.P., which are affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”).  RSTW Partners III, L.P. own a minority interest in the Company.

Acquisitions

AKW L.P. AKW L.P., a Delaware limited partnership was formed in 1997 as a 50-50 joint venture between Accuride and Kaiser Aluminum and Chemical Corporation (“Kaiser”) to design, manufacture, and sell heavy-duty forged aluminum Wheels.  On April 1, 1999, we acquired Kaiser’s 50% interest in AKW L.P.  Total consideration paid to Kaiser for the 50% interest was approximately $71 million.  The acquisition was accounted for by the purchase method of accounting.  During 2003, we changed the name of AKW L.P. to Accuride Erie L.P. (“Accuride Erie”).

Accuride de Mexico.  On November 5, 1997, we invested $4.9 million for a 51% interest in Accuride de Mexico, S.A. de C.V. (“AdM”), a venture with Industria Automotriz, S.A. de C.V. (“IaSa”), Mexico’s only commercial vehicle Wheel manufacturer. On July 16, 1999, we acquired IaSa’s 49% interest in AdM, pursuant to the terms of a purchase agreement by and among the Company, IaSa and certain other parties. The acquisition gives us 100% control of AdM. Total consideration paid was $7.4 million, consisting of a $7.3 million cash payment to IaSa for its 49% interest and $0.1 million paid to other parties for fees and expenses.

Joint Venture

 In 1991, we entered into a joint venture with The Goodyear Tire and Rubber Company (“Goodyear”) to assemble Wheels and tires for International to strengthen our position in the worldwide Wheel industry.  Together with Goodyear, we formed AOT, Inc. (“AOT”) in June 1991 in order to assemble Wheels and tires for International near International’s truck assembly operation in Springfield, Ohio. Accuride and Goodyear each own 50% of AOT.

Industry Overview

Currently, we believe the size of the steel and aluminum commercial vehicle Wheel industry for Heavy/Medium Trucks and Trailers in North America is approximately $0.4 billion annually, and we believe the size of the steel and aluminum Wheel industry for Light Trucks in North America is approximately $1.6 billion annually.  Wheels are produced for:

• Heavy/Medium Trucks, which are over-the-road vehicles designed to carry over 10,000 pounds such as large multi-axle rigs, buses and moving trucks;

• Trailers, which includes trailers and chassis; and

• Light Trucks, which are vehicles designed to carry under 10,000 pounds such as pick-up trucks, walk-in delivery vans and sport utility vehicles.

Wheels and rims produced for Heavy/Medium Trucks and Trailers are larger and heavier dual type Wheels. Wheels produced for Light Trucks are generally smaller and lighter single or dual type Wheels requiring lower load requirements.

The commercial Wheel industry may be categorized in three ways: (i) by vehicle category-Heavy/Medium Wheels and Light Truck Wheels, (ii) by production material-steel and aluminum Wheels, and (iii) by vehicle application-dual and single Wheels.

Heavy/Medium Wheels and Light Truck Wheels.  Heavy/Medium Wheels range in diameter from 17.5” to 24.5”.  Purchasers of Heavy/Medium Wheels consist primarily of Heavy/Medium Truck OEMs such as Freightliner, Paccar, International, Mack, and Volvo, and Trailer OEMs such as Great Dane Limited Partnership (“Great Dane”) and Wabash National Corporation (“Wabash”). The Heavy/Medium Wheel market is driven by the volume of Heavy/Medium Truck and Trailer manufacturing, which is tied to macroeconomic trends such as economic growth, fuel prices, interest rates, and insurance expense.

Light Truck Wheels typically range in diameter from 16” to 20”.   Purchasers of Light Truck Wheels consist primarily of Light Truck OEMs such as Ford and General Motors. The Light Truck Wheel market is driven by the volume of production of Light Trucks as well as the trend toward the use of larger diameter Light Truck Wheels in smaller Light Trucks such as sport utility vehicles to improve styling and performance.

Steel and Aluminum Wheels.  Steel Wheels are more resistant to damage and hold a substantial price advantage over aluminum Wheels. Aluminum Wheels are generally lighter in weight, more readily stylized.  The growth of aluminum Heavy/Medium Wheel and Light Truck Wheel sales is driven by the increasing importance of the aesthetic aspect of Wheels, and, to a lesser extent, reduced vehicle weight.

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Dual and Single Wheels.  Dual Wheels are used on Heavy/Medium Trucks, Trailers and Light Trucks. Dual Wheels may be mounted in tandem (i.e., side-by-side, two wheels on each end of an axle) or individually. Single Wheels are used on Light Trucks and passenger cars. We are the only producer of both dual and single steel Light Truck Wheels in North America.

Products and Services

We have the broadest product line in the North American Heavy/Medium Wheel industry. We also compete in the Light Truck Wheel market for larger (with diameters of 16” and over) steel Wheels for Light Trucks.  We offer steel and aluminum Wheels for Heavy/Medium Trucks and Trailers, heavy-duty Wheels for the vocational vehicle industry and stylized steel Wheels for Light Trucks.  We are also developing Wheels for military applications.  We distribute products directly to OEMs and through independent distributors.

Customers

Our customers fall into four general categories: (i) Heavy/Medium Truck OEMs (which represented approximately 47% of our 2003 net sales); (ii) Trailer OEMs (which represented approximately 19% of our 2003 net sales); (iii) Light Truck OEMs (which represented approximately 22% of our 2003 net sales); and (iv) aftermarket distributors and others (which represented approximately 12% of our 2003 net sales). Our major customers include Freightliner, Volvo, Mack, International and Paccar, which are Heavy/Medium Truck OEMs; Great Dane, Wabash, and Stoughton Trailers, Inc., which are Trailer OEMs; and Ford, DaimlerChrysler and General Motors, which are Light Truck OEMs.   We derived approximately 49.0% of our 2003 net sales from Freightliner, Ford, and International.   The loss of a significant portion of sales to any of these OEMs could have a negative impact on our business.  We also serve the aftermarket through a broad network of distributors.

Our design engineers work closely with our customers to support the vehicle system design. Established contacts with OEM engineers enable us to track industry trends, including new features and styles, and to ensure that new products meet changing requirements for new vehicle systems. For example, over the last few years, we have responded to and worked with customers to complete significant new development programs in the areas of full-contoured styled Light Truck Steel Wheels and styled-aluminum Wheels.

In the Heavy/Medium Wheel industry, Wheels are designated as standard equipment by the OEM, although other Wheels may be selected by fleet managers as component parts for their fleets. Generally, OEMs will have one standard Wheel manufacturer for any given vehicle model. Because we are the standard Steel Wheel manufacturer at nearly all North American Heavy/Medium Truck OEMs, almost all Heavy/Medium Trucks with Steel Wheels produced in North America will have our Wheels unless the end-purchaser of a particular Heavy/Medium Truck (or fleet of Heavy/Medium Trucks) specifically requests a Wheel produced by another supplier. Light Truck OEMs will ordinarily designate more than one Wheel option as standard for any particular vehicle model and one Wheel supplier to supply each option. Consequently, for any particular vehicle model, more than one supplier may have its Wheels designated as standard equipment. OEMs determine which of the standard Wheels to use on any one vehicle depending on factors such as product positioning, consumer preference and cost. In some cases, an OEM will allow an end-consumer to select a Wheel option from the set of Wheels designated as standard. The process of being designated as a standard supplier of a particular Wheel generally takes more than two years from the time of initial design to first delivery. A potential supplier must first develop a Wheel design based on styling and engineering specifications provided by the OEM. After a comprehensive engineering and feasibility review, the OEM designates a specific supplier for a particular Wheel. The duration of the designation is dependent upon the life cycle of the vehicle model.  A supplier that designs, engineers, manufactures and conducts quality control testing is generally referred to as a “Tier I” supplier.  We are a Tier I supplier to most commercial vehicle manufacturers in North America and believe that our early involvement with the engineers from our customers affords us a competitive advantage.

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Manufacturing

Continuous Productivity Improvement.  We have developed and implemented a cost reduction and productivity program to continuously improve our operations and to modernize, upgrade and automate our manufacturing facilities. Over the past several years we have made significant investments to improve our facilities, including selected use of robotics and other automation, connection of the automated component lines to the assembly lines, and improvement in product quality through upgrading of key processes. The success of this program is reflected in improvements in operating results, cost-reduction, capacity, product quality and plant safety.The majority of our recent expenditures targeted the Light Truck Steel Wheel production processes at the Ontario, Canada, facility, and continued expansion of tubeless heavy Aluminum Wheel production capacity at the Erie, Pennsylvania and Cuyahoga Falls, Ohio,  facilities. We have budgeted approximately $23 million in 2004 for capital spending.  Management believes that its emphasis on low-cost manufacturing will continue to yield significant operational improvements, although no assurance of such improvements can be given.

Manufacturing Process.  Our Wheels are made using seven primary manufacturing processes: stamping, spin forming, roll forming, welding, coating/finishing, forging and machining. Our steel Wheel products are produced by spin forming or stamping of the disc, roll forming of the rim, welding, coating and finishing. Our forged aluminum Wheels are made using forging, spinning, heat treating, machining and polishing processes. The following describes the major processes we use to produce Wheels:

Stamping. We make discs for single Light Truck Wheels using stamping, which is the most cost-effective way to produce single steel discs because it requires the lowest cycle time per part of any available process.  Stamping allows for thinner gauge steel to be used to reduce weight without sacrificing strength.

Spin Forming. We make discs for dual Wheels by using spin forming, which produces discs with variable wall thickness, thus reducing weight and enhancing the strength-to-weight ratio of the Wheel. Spin forming also provides a high-quality product with low raw material usage and waste.

Roll Forming. We make Light and Heavy/Medium steel rims using roll forming (feeding coiled steel through equipment that forms it into a cylinder, welds it, then feeds it through rim rollers to shape the rim). We have developed an extensive roll forming expertise in the 40-plus years that we have used this process and believe that we have one of the industry’s highest quality yields for rim rolling.

Welding. We use an arc welding process to permanently join together the manufactured rims and discs for Light and Heavy/Medium steel Wheels.  The arc welding process is done after the rims and discs have been assembled and provides an efficient, high strength attachment method required to sustain Wheel service loads.  A resistance butt welding process is used to join the opposing ends of the formed cylinder prior to the rollforming operation during the manufacture of steel rims.  This rim butt welding process is the most cost effective metal joining technology for this application and provides a high quality, air tight seam required to maintain proper tire inflation pressure.

Coating/Finishing. We pre-treat all steel Wheels in zinc phosphate, then apply an electro-disposition coating (“E-coat”), which is an acrylic, cathodic, gray or white base coating that provides resistance to corrosion. Subsequently, some customers may choose to have us add a topcoat over the E-coat for further protection.

Forging. We make Heavy/Medium aluminum Wheels by using forging, in which an aluminum billet is compressed into a basic Wheel shape using high amounts of pressure and energy. Forgings are formed into their final shape using spinning (in the rim area) and by machining the entire contour to create final mounting dimensions and appearance.  Forgings can offer decisive performance advantages in heavy applications.

Machining.  We use machining processes at our Cuyahoga Falls, Ohio, and Erie, Pennsylvania, facilities to convert processed forgings into finished machined Wheels.  We believe that the control of the final machined finish is essential to meet customer appearance standards.

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Supplier Relationships

Steel Suppliers.  We have secured favorable pricing from a number of different suppliers by negotiating high-volume contracts with terms ranging from one to three years. While we believe that our supply contracts can be renewed on acceptable terms, there can be no assurance that such agreements can be renewed 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 is subject to major restructuring and is poorly positioned, due to a lack of raw materials, to respond to major volume increases.  This may result in occasional industry allocations and surcharges.

Aluminum Suppliers.  We obtain aluminum through third-party suppliers.  We believe that aluminum is readily available from a variety of sources.  Aluminum prices have been volatile; however, we have price agreements with our current supplier to minimize the impact of these changes.

Sales and Marketing

We have built our brand franchise with a targeted sales and marketing effort aimed at Heavy/Medium Truck OEMs, Trailer OEMs, Light Truck OEMs and independent distributors. We actively market to major end-users, including trucking fleets and dealers. We position our sales managers near major customers such as Ford and General Motors in Detroit, Michigan and Freightliner in Portland, Oregon. Additional field sales personnel are geographically located throughout North America to service other OEMs, independent distributors, trucking fleets and dealers. Emphasis is placed on targeting end-users as we commercialize premium products and expand our aluminum product line. The majority of our core customers source their requirements either on annual contracts or standard sourcing contracts.

We have appointed independent distributors in every major market area in the United States, Canada, and Mexico. The majority of these distributors are members of the National Wheel and Rim Association and serve aftermarket needs and small OEMs that we do not service directly.  As a service to the aftermarket and small OEMs, we also provide order consolidation services from our distribution center in Taylor, Michigan.

Competition

We compete on the basis of price, delivery, quality, product line breadth and service.  Our competitive advantages include long standing customer relationships, broad product lines in steel and aluminum, high quality products and low manufacturing costs.  Due to the breadth of our product line, we compete with different companies in different markets.  Our principal competitor in the dual steel Heavy/Medium Wheel and single steel Light Truck Wheel markets is Hayes Lemmerz International, Inc. (“Hayes”).  Hayes has established a significant global presence and we believe Hayes is the market leader in the single steel Light Truck Wheel market and in the passenger car Wheel industry, which are more diversified markets than the other markets in which we compete. In the dual steel Light Truck Wheel industry, Accuride’s principal competitor is ArvinMeritor Automotive, Inc. (“Meritor”).  All of the dual Wheels sold by Meritor in North America are produced in either Brazil or Mexico. In the dual aluminum Heavy/Medium Wheel market, Accuride’s principal competitor is Alcoa, Inc. (“Alcoa”).  Alcoa does not produce steel Wheels.

Employees

As of January 31, 2004, we employed 1,685 individuals.  Facilities that are currently unionized include: London, Ontario, Canada; Erie, Pennsylvania; and Monterrey, Mexico.

Bargaining unit employees in the Ontario, Canada, facility are represented by National Automobile, Aerospace, Transportation, and General Workers Union of Canada (“CAW”) Local #27 Unit #17. The existing three-year contract expires on March 12, 2006.

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Hourly employees at the Erie, Pennsylvania, facility are represented by the UAW Local # 1186.  The existing contract was implemented in August 2003 and expires in August 2007.

The Monterrey, Mexico, hourly employees are represented by “Federación Nacional de Sindicatos Independientes”, which is a non-politically affiliated union. The current contract has been in place since November 1997 and is subject to renegotiation on an annual basis. The annual expiration date is January 31^st.  On January 21, 2004 the parties reached agreement on the new contract, which was subsequently ratified by the membership.

Research and Development

The Research and Development (“R&D”) department is composed of 30 employees, 18 of whom are degreed engineers (six with advanced degrees).  The objectives of the R&D department are to design and develop new products, provide technical support and service to customers and to investigate and develop new process technology.  Over the last few years, we have completed significant new product and process development programs in the areas of full-faced styled steel Wheels, high strength, low alloy Wheels (“HSLA”), new forged aluminum Wheel designs, Wheels for military applications, and cladded wheels for Light Truck applications. Company-sponsored R&D costs for fiscal years 2003, 2002, and 2001 were approximately $5.5 million, $5.3 million and $5.3 million, respectively.  These costs were expensed and included in general and administration expenses during the period incurred.

International Sales

We consider sales to customers outside of the United States as international sales.  International sales in 2003 were $67.3 million, or 18.5% of our 2003 sales volume.  For additional information, see footnote 14 to the “Notes to Consolidated Financial Statements” included herein.

Patents and Trademarks

We maintain an intellectual property estate, including patents and extensive proprietary knowledge of products and systems.  We currently hold 11 patents related to Wheel technology and a further 6 patents are pending.  We have applied for federal and international trademark protection for numerous marks.  We do not rely on, and are not dependent on, patent ownership for our competitive position.  Were any or all patents held to be invalid, management believes we would not suffer significant damage.  However, we do actively pursue patents on our new technology.

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.

Cyclical and Seasonal Industry

The Heavy/Medium Wheel and Light Wheel industries are highly cyclical and, in large part, depend on the overall strength of the demand for Heavy/Medium Trucks, Trailers, and Light Trucks.  These industries have historically experienced significant fluctuations in demand based on factors such as general economic conditions, interest rates, government regulations, and consumer confidence.  Since mid-2000, the industry has been in a severe downturn; however, in recent months, major OEM customers are experiencing an upturn in incoming net orders.  In addition, Accuride’s 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 of each calendar year.

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Environmental Matters

Our operations are subject to various federal, state and local requirements, including environmental laws.  Under certain environmental laws, a current or previous owner or operator of property may be liable for removal or remediation costs of certain hazardous substances or petroleum products on, under or in such property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred. The presence of, or failure to remediate such substances properly, may adversely affect the ability to sell or rent such property or to borrow using such property as collateral. Persons who generate, arrange for the disposal or treatment of, or dispose of hazardous substances may be liable for the costs of investigation, remediation or removal of such hazardous substances at or from the disposal storage or treatment facility, regardless of whether such facility is owned or operated by such person. Additionally, the owner of a site may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from a site. Compliance with environmental laws, stricter interpretations of or amendments to any such laws, or more vigorous enforcement policies by regulatory agencies with respect to any of them may require material expenditures by the Company.  There can be no assurance that future regulations will not require us to modify our facilities to meet revised requirements of environmental laws.

The nature of our current and former operations and the history of industrial uses at our facilities expose us to the risk of liabilities or claims with respect to environmental and worker health and safety matters that could have a material adverse effect on our business.  Phelps Dodge has indemnified us with respect to environmental liabilities at the Henderson, Kentucky, facility and the Ontario, Canada, facility. Kaiser has indemnified us with respect to certain pre-acquisition environmental liabilities at the Erie, Pennsylvania, facility.  On February 12, 2002, Kaiser filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware for reorganization under Chapter 11 of the United States Bankruptcy Code, which could limit our ability to pursue indemnification claims, if necessary, from Kaiser.  Management does not believe that the outcome of any environmental proceedings will have a material adverse effect on the consolidated financial condition or results of operations of the Company.

Item 2.Properties

We operate six manufacturing facilities in North America. We own manufacturing facilities in Henderson, Kentucky; Monterrey, Mexico; and London, Ontario, Canada.  We also lease facilities in Erie, Pennsylvania and Cuyahoga Falls, Ohio, a distribution warehouse in Taylor, Michigan, a sales office in Northville, Michigan (a city in the greater Detroit area), and an office building in Evansville, Indiana.  We believe our plants are adequate and suitable for the manufacturing of products for the markets in which we sell. In 2003, the London, Ontario facility operated near capacity while the other plants operated well below capacity due to reduced OEM production schedules for Heavy/Medium Trucks.  The properties owned by the Company are subject to current security interests under the Refinancing.  See “Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital Resources and Liquidity.”

Our principal manufacturing, corporate, sales, warehouse, and research facilities are as follows:

Location	Square Feet	Use	Owned/ Leased
London, Ontario, Canada	536,259	Heavy/Medium Steel Wheels; steel Light Truck Wheels	Owned
Henderson, Kentucky	364,365	R&D; Heavy/Medium Steel Wheels	Owned
Taylor, Michigan (a)	75,000	Warehouse	Leased
Erie, Pennsylvania (b)	421,229	Aluminum Wheels forging and machining	Leased
Cuyahoga Falls, Ohio (c)	131,700	Aluminum Wheels machining and polishing	Leased
Columbia, Tennessee (d)	340,000	Steel Light Truck Wheels	Owned
Monterrey, Mexico	262,000	Light/Medium/Heavy Steel Wheels	Owned
Evansville, Indiana (e)	37,229	Corporate headquarters	Leased
Northville, Michigan (f)	4,334	Sales Office	Leased

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a)The warehouse is leased from The Package Company under a ten year lease at the rate of $22,882 per month through November 2004.  Monthly lease payments are $24,255 from December 2004 through November 2007 and $25,711 for the period of December 2007 through November 2009.  The lease expires in November 2009.

b)The building is leased by Accuride, Erie under a ten-year lease at the rate of $1.00 per year. The initial term of the lease expires in 2007.

c)The building is leased by Accuride Erie L.P. from Sarum Management.  The building lease was renewed in November 2003 with monthly lease payments of $36,292 through June 30, 2005. Monthly lease payments are $38,502 for the period of July 1, 2005 through June 30, 2007 and $40,846 for the period of July 1, 2007 through December 31, 2007.  The lease expires in December 2007, with an option to renew.

d)Accuride closed this facility in 2002.  The facility is currently for sale.

e)The building is leased from Viking Properties under a ten-year lease at the rate of $41,106 per month through October of 2004 and $45,232 per month thereafter.  The lease expires in 2009.

f)The building is leased from Northwood Corporate Park, LP under a five-year lease that began December 1, 1997.  The lease was extended for another five-year period in February 2002 and the current rate is $7,179 per month.

The address of our principal executive office is 7140 Office Circle, Evansville, Indiana 47715, and our phone number is (812) 962-5000.

Item 3.Legal Proceedings

We are subject to claims against us and we make claims against others in the ordinary course of our business.  We do not believe that there are any pending or threatened legal proceedings that, if adversely determined, could have a material adverse effect on us.

Item 4.Submissions of Matters to a Vote of Security Holders

None.

Part II

Item 5.Market for Registrant’s Common Equity and Related Stockholder Matters

Our Common Stock is privately held and not listed for trading on any public market.  As of March 1, 2004, there were approximately 46 record holders of our Common Stock.

DIVIDEND POLICY

We have not declared or paid cash dividends on our Common Stock.  We currently intend to retain any future earnings to pay down debt and finance the growth and development of our business and therefore do not anticipate paying any cash dividends in the foreseeable future.  Any future determination to pay cash dividends will be made by our Board of Directors in light of our earnings, financial position, capital requirements and such other factors as the Board of Directors deems relevant.  The payment of dividends is restricted under the terms of the Refinancing and the Indenture.  See “Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital Resources and Liquidity.”

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STOCK OPTION AND PURCHASE PLAN

Effective January 21, 1998, we adopted the 1998 Stock Purchase and Option Plan for key employees of Accuride Corporation and subsidiaries (the “1998 Plan”).  The 1998 Plan permits the issuance of Common Stock and the grant of non-qualified stock options to purchase shares of Common Stock.

The following table gives information about equity awards under our 1998 Plan as of December 31, 2003:

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	2,175	$	2,783.00	272
Equity compensation plans not approved by security holders	—	—		—

RECENT SALES OF UNREGISTERED SECURITIES

On September 30, 2003, the Company issued 3.2 shares of Accuride common stock pursuant to the exercise of an employee stock option for $1,750 per share.  Exemption from registration under the Securities Act was based on the grounds that the issuance was offered and sold pursuant to a compensatory benefit plan within the meaning of Rule 701 of the Securities Act and did not involve a public offering within the meaning of Section 4(2) of the Securities Act.

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.”

Selected Historical Operations Data (In thousands)

	Fiscal Year Ended December 31,
	2003			2002			2001			2000			1999
Operating Data:
Net sales (a)	$	364,258		$	345,549		$	332,071		$	475,804		$	505,854
Gross profit (a)(b)	62,830			59,317			33,796			79,217			110,617
Operating expenses	23,918			24,014			31,000			29,494			29,032
Income from operations (b)	38,912			35,303			2,796			49,723			81,585
Operating income margin (c)	10.7		%	10.2		%	0.8		%	10.5		%	16.1		%
Interest income (expense), net (d)	(49,877		)	(42,017		)	(40,199		)	(38,742		)	(38,988		)
Equity in earnings of affiliates (e)	485			182			250			455			2,316
Other income (expense), net (f)	825			1,430			(9,837		)	(6,157		)	(1,081		)
Net income (loss)	(8,725		)	(10,941		)	(33,154		)	2,513			25,331
Other Data:
Net cash provided by (used in):
Operating activities	7,964			15,307			1,359			66,343			86,835
Investing activities	(19,672		)	(19,766		)	(18,405		)	(51,688		)	(124,324		)
Financing activities	13,134			(1,983		)	26,238			(8,632		)	66,511
Depreciation and amortization (g)	34,129			30,740			35,611			32,279			29,784
Capital expenditures	20,261			19,316			17,705			50,420			44,507
Balance Sheet Data (end of period):
Cash and cash equivalents	$	42,692		$	41,266		$	47,708		$	38,516		$	32,493
Working capital (h)	33,945			17,587			(5,136		)	12,977			40,492
Total assets	528,297			515,167			498,223			515,271			525,772
Total debt	490,475			474,155			476,550			448,886			460,561
Stockholders’ equity (deficiency)	(65,842		)	(53,249		)	(62,354		)	(29,200		)	(32,131		)

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(a)Results of operations for the year ended December 31, 1999 are based on our 50% ownership of Accuride Erie through March 31, 1999 and 100% ownership of Accuride Erie since April 1, 1999.  Net sales and gross profit for aluminum wheels for the 9-month period from April 1, 1999 through December 31, 1999 were $76.1 million and $22.1 million, respectively.

(b)Gross profit and income from operations for 1999 reflect a reduction to cost of $3.0 million related to the favorable Accuride Erie recall adjustment.  Gross profit for 2000 reflects $5.0 million of costs related to integration and restructuring charges at our Monterrey, Mexico, facility, and $0.2 million of cost related to restructuring charges related to our other facilities.  Gross profit for 2001 reflects $2.7 million of charges related to the closure of the Columbia, Tennessee, facility, $1.6 million of restructuring charges related to our other facilities, and a $2.6 million charge for impaired assets at the Monterrey, Mexico, facility.  Gross profit for 2002 reflects $0.9 million of costs related to a reduction in employee workforce, $0.4 million of costs related to non-cash pension curtailment expenses associated with the recently resolved labor dispute in the Henderson, Kentucky, facility, plus $1.1 million of costs related to the consolidation of light wheel production.  Gross profit for 2003 reflects $2.2 million for costs associated with the fire damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio in August 2003, $0.4 million for strike contingency costs associated with the recent renewal of our labor contract at our facility in Erie Pennsylvania, and $0.3 million for pension related costs at our facility in London, Ontario.

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

(d)Includes $11,264 of refinancing costs during the fiscal year ended December 31, 2003.

(e)Equity in earnings of affiliates includes Accuride’s income from (i) Accuride Erie, through March 31, 1999, in which prior to such date we owned a 50 % interest and (ii) AOT.

(f)Other income (expense), net consists primarily of realized and unrealized gains and losses related to the change in market value of our currency, commodity, and interest rate derivative instruments.

(g)Effective January 1, 2002, Accuride adopted Statements of Financial Accounting Standard (“SFAS”) No. 142, “Accounting for Goodwill and Other Intangible Assets”.  No goodwill amortization was recorded during the fiscal years ended December 31, 2002 and 2003.  Included in the fiscal year ended December 31, 2003 is $2,248 of deferred financing costs related to the third amended and restated credit agreement that we entered into on June 13, 2003 to refinance a portion of the debt outstanding under the July 27, 2001 second amended and restated credit agreement (the “Refinancing”).

(h)Working capital represents current assets less cash and current liabilities.

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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 the matters that we consider to be important to understanding the results of our operations for each of the three years in the period ended December 31, 2003, and our capital resources and liquidity as of December 31, 2003 and 2002.  Our discussion begins with our assessment of the conditions of the heavy and medium commercial vehicle industry along with a summary of the actions we have taken to reposition the Company.  We then analyze the results of our operations for the last three years, including the trends in the overall business followed by a discussion of our cash flows and liquidity, our new credit facility, and contractual commitments.  We then provide a review of the critical accounting judgments and estimates that we have made which we believe are most important to an understanding of our MD&A and our consolidated financial statements.  We conclude our MD&A with information on recent accounting pronouncements which we adopted during the year, as well as those not yet adopted that are expected to have an impact on our financial accounting practices.

The following discussion should be read in conjunction with the “Selected Consolidated Financial Data” and our Consolidated Financial Statements and the notes thereto, all included elsewhere herein.  The information set forth in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements that involve risks and uncertainties. Many factors could cause actual results to differ materially from those contained in the forward-looking statements below.  See “Factors That May Affect Future Results.”

We have one reportable segment:  the design, manufacture and distribution of wheels and rims for heavy/medium trucks, trailers, and other vehicles such as light commercial trucks, pick-up trucks, sport utility vehicles and vans.  We sell our products primarily with in North America and Latin America to original equipment manufacturers and to the aftermarket.

Executive Summary

Net sales in 2003 increased 5.4% to $364.3 million from $345.5 million in 2002.  The increase in net sales is primarily a result of the beginning of the cyclical recovery in the commercial vehicle industry, led by increased demand from trailer and chassis OEMs, along with our increased penetration in the aluminum market.

Our individual plant performance remains strong at our facilities in Henderson Kentucky, Erie Pennsylvania, and Monterrey Mexico.  Our Cuyahoga Falls facility continues to improve its manufacturing performance in the wake of our August 2003 facility fire and the related business disruption.  Our London Ontario facility, while running very strong on the heavy commercial products side, continues to work on efficiency gains on the new light product processes installed at the end of 2002.

We are very pleased to have completed the refinancing of our senior credit facilities in June (the “Refinancing”) and subsequent re-pricing in December 2003.  These actions strengthened our balance sheet considerably.  We reduced debt amortizations in 2004 and 2005 from $137.4 million to $3.8 million; we amended our financial covenants to accommodate the prolonged industry downturn, we reduced interest expense and improved liquidity substantially through a new three-year $66 million revolver with unused capacity of $41 million as of December 31, 2003.

Following a three-year industry wide downturn, we believe the commercial vehicle market has begun a recovery.  Freight growth, improved fleet profitability, equipment age, equipment utilization and continued economic strength are driving order rates for new vehicles to levels not seen in several years.  Current industry forecasts by America’s Commercial Transportation Publications, the Automotive Market Research Council, Martin Labbe Associates, and other industry analysts (collectively referred to as “Analysts”), predict that the North American commercial vehicle industry will continue to gain momentum in 2004.  The general economic recovery, and pent-up demand, will continue to drive the pace of the cyclical recovery in the commercial vehicle industry.

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Our operating challenge in 2004 will be to meet the rapidly rising demand environment while improving our internal productivity, and at the same time, mitigate the margin pressure from rising raw material prices, energy costs and a declining U.S. dollar.

Results of Operations

Comparison of Fiscal Years 2003 and 2002

The following table sets forth certain income statement information of Accuride for the fiscal years ended December 31, 2003 and December 31, 2002:

(Dollars in thousands)	Fiscal 2003					Fiscal 2002
Net sales	$	364,258		100.0	%	$	345,549		100.0	%
Gross profit	62,830			17.2	%	59,317			17.2	%
Operating expenses	23,918			6.6	%	24,014			6.9	%
Income from operations	38,912			10.7	%	35,303			10.2	%
Equity in earnings of affiliates	485			0.1	%	182			0.1	%
Other income (expense)	(49,052		)	(13.5	)%	(40,587		)	(11.7	)%
Net income (loss)	(8,725		)	(2.4	)%	(10,941		)	(3.2	)%

Net Sales.  Net sales increased by $18.8 million, or 5.4%, in 2003 to $364.3 million, compared to $345.5 million for 2002. The $18.8 million increase in net sales is primarily due to the beginning of the cyclical recovery in the commercial vehicle industry led by a $14 million increase in orders from trailer and chassis OEMs, a $12 million increase in the sales volume of aluminum wheels related to improved market penetration, and a $7 million increase related to the strengthening of the Canadian dollar.  These increases were partially offset by a $9 million decrease resulting from the discontinuance of a certain light wheel program, a $3 million decrease due to a soft market in Mexico, and a $4 million decrease resulting from continued pricing pressures.

Gross Profit.  Gross profit increased by $3.5 million, or 5.9%, to $62.8 million for 2003 from $59.3 million for 2002.  The principal causes for the improvement in our gross profit are a $14 million increase in sales volume and product mix, along with a $4 million increase from operating improvements at our facilities.  Factors unfavorably impacting our gross profit during 2003 include $4.0 million related to pricing, $3 million related to the strengthening Canadian dollar and $7 million of higher costs for steel, natural gas, and employee benefits.

Operating Expenses.  Operating expenses remained relatively constant for the twelve-month period ended December 31, 2003 compared to the twelve-month period ended December 31, 2002.

Equity in Earnings of Affiliates.  Equity in earnings of affiliates increased to $0.5 million for 2003 compared to $0.2 million for 2002 primarily as a result of a reversal of previously accrued taxes at AOT, Inc., a joint venture in which we own a 50% interest.

Other Income (Expense).  Netinterest expense decreased to $38.6 million for 2003 compared to $42.0 million for 2002 due to declining interest rates.  During 2003, we incurred $11.3 million of refinancing costs associated with the Refinancing.  Other income for 2003 was $0.8 million compared to other income of $1.4 million in 2002.  The $0.6 million decrease in other income is the result of fluctuations in foreign currency exchange rates and our 2002 interest rate instruments.

Net Income (Loss).  We had a net loss of $8.7 million for the year ended December 31, 2003 compared to net loss of $10.9 million for the year ended December 31, 2002.  Included in the 2003 loss is $11.3 million of refinancing costs.  The higher effective tax rate in 2002 is primarily attributable to an increase in our valuation allowance to reduce a deferred tax asset which we do not expect to fully utilize.  The 2003 statutory benefit was impacted by fluctuations in currency and translation adjustments, which are recognized differently in foreign jurisdictions.

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Comparison of Fiscal Years 2002 and 2001

The following table sets forth certain income statement information of Accuride for the fiscal years ended December 31, 2002 and December 31, 2001:

(Dollars in thousands)	Fiscal 2002					Fiscal 2001
Net sales	$	345,549		100.0	%	$	332,071		100.0	%
Gross profit	59,317			17.2	%	33,796			10.2	%
Operating expenses	24,014			6.9	%	31,000			9.3	%
Income from operations	35,303			10.2	%	2,796			0.8	%
Equity in earnings of affiliates	182			0.1	%	250			0.1	%
Other income (expense)	(40,587		)	(11.7	)%	(50,036		)	(15.1	)%
Net income (loss)	(10,941		)	(3.2	)%	(33,154		)	(10.0	)%

Net Sales.  Net sales increased by $13.4 million, or 4.0%, in 2002 to $345.5 million, compared to $332.1 million for 2001. The $13.4 million increase in net sales is primarily due to the increased sales volume of aluminum wheels related to improved market penetration and an increase in industry commercial vehicle builds.  The increase in industry commercial vehicle builds was partly driven by accelerated purchases ahead of the new emission compliance deadline in October of 2002.  These increases were partially offset by the discontinuance of a certain light wheel program and weak market demand in the trailer market and aftermarket.

Gross Profit.  Gross profit increased by $25.5 million, or 75.4%, to $59.3 million for 2002 from $33.8 million for 2001.  Gross profit as a percentage of sales improved to 17.2% compared to 10.2% for the year ended December 31, 2001.  The principal causes for the improvement in our gross profit are increased aluminum sales volume and increased absorption of fixed costs, strong operational performance at all sites driven by improved material pricing and utilization, and cost reductions related to operational efficiencies.  In addition, there was a non-recurring $2.7 million reserve related to the closure of our Columbia, Tennessee, facility in 2001.

Operating Expenses.  Operating expenses decreased by $7.0 million, or 22.5%, to $24.0 million for 2002 from $31.0 million for 2001.  $4.2 million of the decrease relates to an accounting change taking effect on January 1, 2002, which eliminated the amortization of goodwill.  In addition, there was a reduction in legal accruals due to favorable resolutions of certain legal matters.

Equity in Earnings of Affiliates.  Equity in earnings of affiliates remained relatively constant, decreasing by approximately $0.1 million to $0.2 million for 2002 from $0.3 million for 2001.

Other Income (Expense).  Netinterest expense increased to $42.0 million for 2002 compared to $40.2 million for 2001 primarily due to realized losses on a terminated interest rate swap in 2002.  Other income for 2002 was $1.4 million compared to other expense of $9.8 million in 2001.  The $11.2 million improvement in other income (expense), net is primarily the result of fluctuations in foreign currency exchange rates favorably impacting our foreign currency derivative instruments.  In addition, we had an unrealized gain of $3.2 million on our interest rate swap in 2002 versus a $3.2 million unrealized loss on our interest rate swap in 2001.

Net Income (Loss).  We had a net loss of $10.9 million for the year ended December 31, 2002 compared to net loss of $33.2 million for the year ended December 31, 2001 due to higher pretax earnings as described above, partially offset by a higher effective tax rate.  The higher effective tax rate is primarily attributable to an increase in our valuation allowance to reduce a deferred tax asset which we do not expect to fully utilize.

Effects of Inflation.

The effects of inflation were not considered material during fiscal years 2003, 2002 or 2001.

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Capital Resources and Liquidity

Accuride’s primary sources of liquidity are cash flows from operations and borrowings under our revolving credit facility.  Primary uses of cash are funding working capital, capital expenditures and debt service.

We believe our cash on hand, remaining availability under our credit facility and positive cash flows from operations will provide us with sufficient liquidity during the next twelve months.  Our continuing liquidity, however, is contingent upon future operating performance, cash flows, and our ability to continue to meet financial covenants in our credit facilities.

As of December 31, 2003, we had cash and short-term investments of $42.7 million compared to $41.3 million as of December 31, 2002.  Cash provided from operating activities of $8.0 million and net financing activities of $13.1 million were used to fund the investing activities of $19.7 million.  Net financing activities include $180.0 million of borrowings and $163.8 million of repayments against the senior facilities, $3.2 million of costs for deferred financing fees and $0.1 million of proceeds from stock subscriptions receivable.

Investing activities during the year ended December 31, 2003 were $19.7 million compared to $19.8 million for the year ended December 31, 2002.  The 2003 investing activities included $10.0 million to install manufacturing capacity for the production of light full face design wheels, $1.5 million at AdM, $5.0 million at Accuride Erie, and $4.2 million at our other facilities.  These investing activities were partially offset by a $1.0 million cash distribution from AOT.  The 2002 investing activities included $10.5 million related to the consolidation of light wheel production, $0.7 million at AdM, $1.8 million at Accuride Erie, and $6.8 million at our other facilities.

Cash flow from financing activities during the year ended December 31, 2003 was a source of $13.1 million compared to a use of $2.0 million for the year ended December 31, 2002.  Please see “Bank Borrowing,” below.

Our capital expenditures in 2003 were $20.7 million.  Accuride expects its capital expenditures to be approximately $23 million in 2004.  It is anticipated that these expenditures will fund (i) investments in productivity and low cost manufacturing improvements in 2004 of approximately $10 million (including $4 million to install manufacturing capacity for the production of light full face design wheels); (ii) Equipment and facility maintenance of approximately $11 million; and (iii) continuous improvement initiatives of approximately $2 million.

Contractual Obligations and Commercial Commitments

The following table summarizes our contractual obligations as of December 31, 2003 and the effect such obligations and commitments are expected to have on our liquidity and cash flow in future periods:

$ Millions	2004	2005	2006		2007	2008	Thereafter	Total
Long-Term Debt:
New Revolver	$	$	$	25.0	$	$	$	$	25.0
New Term B	0.9	0.9	0.9		177.3			180.0
Term C	1.0	1.0	47.0		47.0			96.0
Senior Subordinated Notes						189.9		189.9
Interest on Long-Term Debt (a)	38.0	39.8	39.8		26.7	8.8		153.1
Operating Leases:	2.1	1.9	1.7		1.3	0.9	0.7	8.6
Unconditional Purchase Obligations: (b)	2.1							2.1
Other Long-Term Liabilities: (c)	5.9	7.1	6.6		6.0	5.4		31.0
Total Obligations	50.0	50.7	121.0		258.3	205.0	0.7	685.7

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(a)All of the Company’s long-term debt is at Libor based variable rates as of December 31, 2003 except for the senior subordinated notes which have a fixed interest rate of 9.25%.  The projected interest assumes a one percent increase per year through 2006 in Libor rates.

(b)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.

(c)Consists primarily of post-retirement estimated future benefit payments and estimated pension contributions.

Bank Borrowing.   Effective July 27, 2001 we entered into a second amended and restated credit agreement to modify the provisions of our Term Loans and Revolver (the “Amended Credit Agreement”).   The Amended Credit Agreement provided for (i) $55.4 million that was to mature on January 21, 2005 (“Term A”), (ii) $69.3 million that was to mature on January 21, 2006 (“Term B”), (iii) $47.0 million that matures on January 21, 2006 and $47.0 million that matures on January 21, 2007 (“Term C”), and (iv) up to $100,000 under the revolving credit facility  (which may be limited to $87,500 based on certain leverage ratios) (the “Revolving Credit Facility”).

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 (“New 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”) of which $25 million of the New Revolver was funded at close.  The New Senior Facilities provide for (i) increased interest rate spreads to LIBOR, (ii) a second priority lien on substantially all of the Company’s US and Canadian properties and assets to secure the New Term B, (iii) a first priority lien on the Company’s 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 the Company’s 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.

Accuride’s Canadian subsidiary is the borrower under the New Revolver and Accuride has guaranteed the repayment of such borrowing under the Refinancing.  As of December 31, 2003, $25.0 million was outstanding under the New Revolver.

The New Term B facility requires a $0.9 million repayment on June 13, 2004, June 13, 2005, and June 13, 2006, and $177.3 million on June 13, 2007.  The Term C loan requires a $1.0 million repayment on January 21, 2004, and January 21, 2005, and $47.0 million repayment on January 21, 2006 and January 21, 2007.

On December 10, 2003, we completed an amendment to the Refinancing..  The Company re-priced its New Term B loan at LIBOR plus 525 basis points, a reduction of 100 basis points, and Term C loan at LIBOR plus 325 basis points, a reduction of 75 basis points.  In addition, the Company eliminated the LIBOR floor provision for the New Term B loan.

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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, theability 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 December 31, 2003, we were in compliance with our financial covenants and ratios.

Senior Subordinated Notes.   In January 1998 we issued the $200 million Notes pursuant to an Indenture (the “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 December 31, 2003 the aggregate principal amount of Notes outstanding was $189.9 million.

Off-Balance Sheet Arrangements.  The Company’s off-balance sheet arrangements include the operating leases and unconditional purchase obligations which are principally take-or-pay obligations related to the purchase of certain materials, including natural gas, consistent with customary industry practice as well as letters of credit as discussed in Note 8, “Long-Term Debt”, under Item 8 of this Form 10-K.

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles applied on a consistent basis.  The preparation of financial statements in conformity with generally accepted accounting principles 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 we use 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.

We believe our critical accounting policies and estimates, as reviewed and discussed with the Audit Committee of the Board of Directors, include accounting for impairment of long-lived assets, goodwill, pensions, and taxes.

Impairment of Long-lived Assets- We evaluate long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset 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 its eventual disposition.  The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require management’s subjective 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, 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.

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Accounting for Goodwill- Since the adoption of Statement of Financial Accounting Standards (SFAS) No. 142 on January 1, 2002, we no longer amortize goodwill but instead test annually for impairment as required by SFAS 142.  If the carrying value of goodwill exceeds its fair value, an impairment loss must be recognized.  A present value technique is often the best available technique with which to estimate the fair value of a group of assets.  The use of a present value technique requires the use of estimates of future cash flows.  These cash flow estimates incorporate assumptions that marketplace participants would use in their estimates of fair value as well as our own assumptions.  These cash flow estimates are based on reasonable and supportable assumptions and consider all available evidence.  However, there is inherent uncertainty in estimates of future cash flows and termination values.  As such, several different terminal values were used in our calculations and the likelihood of possible outcomes was considered.

Pensions- We account for our defined benefit pension plans in accordance with SFAS No. 87, “Employers’ Accounting for Pensions,” which requires that amounts recognized in financial statements be determined on an actuarial basis.  As permitted by SFAS No. 87, we use a smoothed value of plan assets (which is further described below).  SFAS No. 87 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.

The most significant element in determining our pension income (cost) in accordance with SFAS No. 87 is the expected return on plan assets.  In 2003, we assumed that the expected long-term rate of return on plan assets would be 9.0% for the U.S. plans and 9.5% for the 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). Over the long term, our U.S. pension plan assets have earned approximately 9% while our Canadian plan assets have earned approximately 11%.  The expected return on plan assets is reviewed annually, and if conditions should warrant, would be revised.  If we were to lower this rate, future pension cost would increase.

At the end of each year, we determine the discount rate to be used to calculate the present value of 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, 2003, we determined this rate to be 6.0%, a decrease of 50 basis points from the rate used at December 31, 2002.  Changes in discount rates over the past three years have not materially affected pension income (cost), and the net effect of changes in the discount rate, as well as the net effect of other changes in actuarial assumptions and experience, have been deferred, in accordance with SFAS No. 87.

The recent declines in the financial markets coupled with the decline in interest rates have caused our accumulated pension obligation to exceed the fair value of the related plan assets.  As a result, in 2003 we recorded an increase to our accrued pension liability and a non-cash charge to equity of approximately $3.8 million after-tax.  This charge may be reversed in future periods if market conditions improve or interest rates rise.

For the year ended December 31, 2003, we recognized consolidated pretax pension cost of $2.5 million, up from $2.0 million in 2002.  We currently expect that the consolidated pension cost for 2004 will not be materially different from 2003.  We currently expect to contribute $5.2 million to our pension plans during 2004, 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.

Taxes- Management judgment is required in developing our provision for income taxes, including the determination of deferred tax assets, liabilities and any valuation allowances recorded against the deferred tax assets.  We evaluate quarterly the realizability of our net deferred tax assets by assessing the valuation allowance and adjusting the amount of such allowance, if necessary.  The factors used to assess the likelihood

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of realization are our forecast of future taxable income and the availability of tax planning strategies that can be implemented to realize the net deferred tax assets.  Failure to achieve forecasted taxable income might affect the ultimate realization of the net deferred tax assets.  Factors that may affect our ability to achieve sufficient forecasted taxable income include, but are not limited to, the following:  increased competition, a decline in sales or margins, or loss of market share.

At December 31, 2003, we had net deferred tax assets of $30.5 million.  Although realization of our net deferred tax assets is not certain, management has concluded that we will more likely than not realize the full benefit of the deferred tax assets.

Recent Developments

New Accounting Pronouncements- Accounting standards issued during 2003 which could impact us include SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, FIN 46R, Consolidation of Variable Interest Entities and Interpretation of ARB 51, and FAS 106-1, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.

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 was 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.  This statement had no effect on the Company’s consolidated financial statements.

SFAS 150 - On May 15, 2003, the 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 was effective for financial instruments entered into or modified after May 31, 2003, and applies to all financial instruments in the first interim period beginning after June 15, 2003.  This statement had no effect on the Company’s consolidated financial statements.

FIN 46R—On December 24, 2003, the FASB issued a revision to Interpretation 46 (FIN 46R) to clarify some of the provisions of FASB Interpretation No. 46, Consolidation of Variable Interest Entities. The term “variable interest” is defined in FIN 46 as “contractual, ownership or other pecuniary interest in an entity that change with changes in the entity’s net asset value.”  Variable interests are investments or other interests that will absorb a portion of an entity’s expected losses if they occur or receive portions of the entity’s expected residual returns if they occur.  FIN 46R defers the effective date of FIN 46 for certain entities and makes several other changes to FIN 46.  The Company does not expect the recognition provisions of FIN 46 or FIN 46R to have a material impact on the Company’s financial position or results of operations.

FAS 106-1—On December 8, 2003, the President of the United States signed the Medicare Prescription Drug, Improvement and Modernization Act into law.  The Act introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D.  FASB Statement No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, requires presently enacted changes in relevant laws to be considered in current period measurements of postretirement benefit costs and the APBO.  However, specific authoritative guidance on the accounting for the federal subsidy is currently pending, and Accuride has elected to defer accounting for the effects of this pronouncement as allowed by this staff position.  It is not certain at this time what effects this law and pronouncement will have on the Company’s financial position or results of operations.

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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 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 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.  The following statements are also considered forward-looking:

•the commercial vehicle industry appears to have begun a recovery;

•the availability of working capital and additional capital to Accuride;

•continuation of operational improvements and sources of supply of raw materials; and

•the lack of future supply disruption as a result of labor issues.

Such forward-looking statements are based on assumptions and estimates, which although believed to be reasonable, may turn out to be incorrect.  Therefore, undue reliance should not be placed upon these estimates and statements.  We cannot assure that any of these statements or estimates will be realized and actual results may differ from those contemplated in these “forward-looking statements.”  We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.  You are advised to consult further disclosures we may make on related subjects in our filings with the SEC.  We cannot assure you that our expectations, beliefs, or projections will result or 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 materially from those discussed in the forward-looking statements include the following:

Significant Indebtedness – Our significant debt could adversely affect our financial resources and prevent us from satisfying our debt service obligations.  We have a significant amount of indebtedness and may also incur additional indebtedness in the future. We may not generate sufficient cash flow from operations, or have future borrowings available to it, sufficient to pay our debt. At December 31, 2003, total indebtedness was $490.5 million and our total stockholders’ deficit was $65.8 million.

Our ability to make debt payments or refinance our indebtedness depends on future performance, which, to a certain extent, is subject to general economic, financial, competitive and other factors, some of which are beyond our control.  Based upon our current level of operations and anticipated growth, management believes that available cash flow, together with available credit will be adequate to meet our financial needs for the next twelve months.  There can be no assurance, however, that Accuride’s business will generate sufficient cash flow from operations or that future borrowings will be available in an amount sufficient to enable us to pay our debts or to make necessary capital expenditures, or that we could obtain an amendment to our credit agreement or refinance our debt on commercially reasonable terms or at all.

Our substantial indebtedness could have important consequences including, but not limited to, the following: (i) a substantial decrease in net operating cash flows or an increase in expenses could make it difficult for us to meet our debt service requirements; (ii) a substantial portion of cash flows will be used to pay interest expense and debt amortization, which will reduce the funds that would otherwise be available for operations and future business opportunities; (iii) the ability to obtain additional financing for acquisitions, working capital, capital expenditures, or other purposes may be impaired or unavailable; (iv) we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; (v) our substantial indebtedness may make us more vulnerable during a downturn in our business or in the economy generally; and (vi) some of our existing debt contains financial and restrictive covenants that limit our ability to, among other things, borrow additional funds, dispose of assets, and pay cash dividends.

A significant portion of our outstanding indebtedness bears interest at variable rates.  From time to time, we have attempted to limit our exposure to increases in interest rates by entering into interest rate protection agreements. Such agreements, however, do not completely eliminate the exposure to variable rates. Any increase in interest rates will reduce funds available to us for our operations and future business opportunities and will exacerbate the consequences of the leveraged capital structure.

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Restrictive Debt Covenants - Covenants and restrictions in our credit documents limit our ability to take certain actions.  Our credit documents contain numerous significant financial and operating covenants that limit the discretion of management with respect to certain business matters.  These covenants include, among others, significant restrictions on our ability to:

•incur certain additional debt;

•create liens;

•make certain payments and investments;

•sell or otherwise dispose of assets;

•consolidate with other entities; and

•declare dividends or redeem or repurchase capital stock.

We must also meet certain financial ratios and tests.  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 debt that may contain cross-acceleration or cross-default provisions.

Cyclical and Seasonal Industry – The wheel industry is cyclical and seasonal, resulting in fluctuations of revenue and income.  The Heavy/Medium Wheel and Light Wheel industries are highly cyclical and, in large part, depend on the overall strength of the demand for Heavy/Medium Trucks, Trailers, and Light Trucks.  These industries have historically experienced significant fluctuations in demand based on factors such as general economic conditions, gas prices, interest rates, government regulations, and consumer confidence.  Since mid-2000, the industry has been in a severe downturn; however, in recent months, major OEM customers have experienced an upturn in incoming net orders.  In addition, 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 of each calendar year.

Dependence on Major Customers - The loss of one of our significant customers could have an adverse effect on our business.  Wederivedapproximately 19.8%, 16.1% and 13.1% of our 2003 net sales from Freightliner, Ford and International, respectively.  We have been a supplier to these customers for many years.  We are continuing to engage in efforts intended to improve and expand our relations with each of these customers.  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 sales personnel in offices near these customers and most of our other major customers.  Although we believe that our relationship with these customers is good, we cannot assure that we will maintain or improve these relationships, that these customers will continue to do business with us as they have in the past, or that we will 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 Freightliner, Ford and/or International could have a material adverse effect on our business.  In addition, the delay or cancellation of material orders from, or problems at, Freightliner, Ford and International or any of our other major customers could have a material adverse effect on our business.

Raw Materials – We are vulnerable to significant price increases and shortages.  We use substantial amounts of raw steel and aluminum.  Although 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 three years.  We obtain aluminum from various third-party suppliers.  While we believe that our supply contracts can be renewed on acceptable terms, we cannot assure that we will be successful in renewing these contracts on such favorable terms or at all.  A substantial interruption in the supply of steel or aluminum or inability to obtain a supply of raw steel or aluminum on commercially desirable terms could have an adverse effect on our business.  Steel pricing has been volatile during the past several months.  While we have historically been able to pass through to our customers steel price increases, we cannot assure that rapid and significant changes in the price of steel will not occur in the near future or that we will be able to pass on any such cost increases to our customers.  Aluminum prices have been volatile; however, we have price agreements with our current supplier to protect against the impact of these changes.

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Labor Relations - The majority of our employees are members of labor unions and any labor disputes could adversely affect our business.  The majority of our employees are members of labor unions. As of January 1, 2004, approximately 79% of our employees at the Ontario, Canada, facility were represented by the CAW.   The approximate percentage of employees at the Erie, Pennsylvania, and Monterrey, Mexico, facilities who are represented by the UAW and the El Sindicato Industrial de Trabajadores de Nuevo Leon is 78% and 80%, respectively.  Hourly employees at the Erie, Pennsylvania, facility are represented by the UAW Local #1186.  A supply disruption to our customer base due to a labor dispute work stoppage could have a material adverse effect on our business.

OEM Supplier Industry - We depend on our customers that are OEMs in the Heavy/Medium Truck, Trailer and Light Truck industries.  We are a supplier to OEMs in the Heavy/Medium Truck, Trailer and Light Truck industries, which are characterized by a small number of OEMs that are able to exert considerable pressure on suppliers to reduce costs, improve quality, and provide enhanced design and engineering capabilities.  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.  Although we have been able to offset a portion of these price reductions through production cost savings, we cannot assure you that we will be able to generate such cost savings in the future.  The inability to generate sufficient production cost savings in the future to offset such price reductions provided to OEMs could adversely affect our profitability.  Additionally, OEMs have generally required 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, or additional engineering capabilities required by OEMs could have a negative impact on our business.

Strong Competition - We operate in a highly competitive environment.  Our product line is broad and it competes with different companies in different markets.  Our markets are characterized by companies with substantial capital, established sales forces, extensive research and development facilities and personnel, and other resources.  Several of our competitors have substantially greater financial or other resources and therefore may be more competitive.  In addition, OEMs may expand their internal production of Wheels, 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.

Environmental Liabilities - We may be subject to liability under environmental laws.  We are subject to various foreign, federal, state and local environmental laws, ordinances, and regulations, including those governing discharges into the air and water, the storage, handling and disposal of solid and hazardous wastes, the remediation of soil and groundwater contaminated by petroleum products or hazardous substances or wastes, and the health and safety of our employees.  Under certain of these laws, ordinances or regulations, a current or previous owner or operator of property may be liable for the costs of removal or remediation of certain hazardous substances or petroleum products on, under, or in its property, without regard to whether the owner or operator knew of, or caused, the presence of the contaminants, and regardless of whether the practices that resulted in the contamination were legal at the time they occurred.  The presence of, or failure to remediate properly such substances, may adversely affect the ability to sell or rent such property or to borrow using such property as collateral.  Persons who generate, arrange for the disposal or treatment of, or dispose of hazardous substances may be liable for the costs of investigation, remediation or removal of these hazardous substances at or from the disposal or treatment facility, regardless of whether the facility is owned or operated by that person.  Additionally, the owner of a site may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from a site.  Accuride believes that it is in material compliance with environmental laws, ordinances and regulations and does not anticipate any material adverse effect on earnings or competitive position relating to environmental matters.  It is possible that future developments could lead to material costs of environmental compliance.  The nature of our current and former operations and the history of industrial uses at some of our facilities expose us to the risk of liabilities or claims with respect to environmental and worker health and safety matters which could have a negative impact on our business.

Key Management - We depend on key management for the success of our business.  Our success depends largely upon the abilities and experience of certain key management personnel. The loss of the

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services of one or more of these key personnel, and in particular Terrence J. Keating, President and Chief Executive Officer, could have a negative impact on our business.  We do not maintain key-man life insurance policies on any of our executives.

Control by KKR Affiliates - The rights of our shareholders could be adversely affected because of the concentrated control of our stock.  As of December 31, 2003, approximately 87% of our Common Stock was held by Hubcap Acquisition.  Hubcap Acquisition is a Delaware limited liability company whose members are KKR 1996 Fund L.P. and KKR Partners II, L.P.   KKR 1996 Fund L.P., which owns more than a 95% equity interest in Hubcap Acquisition, is a Delaware limited partnership whose sole general partner is KKR Associates 1996 L.P.   KKR Associates 1996 L.P. is a Delaware limited partnership whose sole general partner is KKR 1996 GP L.L.C.   KKR 1996 GP L.L.C. is a Delaware limited liability company whose members are also the members of the limited liability company that is the general partner of Kohlberg Kravis Roberts & Co. L.P. (“KKR”).  Accordingly, affiliates of KKR control us and have the power to elect all of our directors, appoint new management and approve any action requiring the approval of our shareholders, including adopting amendments to our Certificate of Incorporation and approving mergers or sales of substantially all of our assets.  We cannot give any assurance that the interests of KKR and its affiliates will not conflict with the interests of other holders of our securities.

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 currency of exposure is the Canadian dollar. From time to time we use foreign currency financial instruments, designated as hedging instruments under SFAS 133, to offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities. At December 31, 2003, we had no open foreign exchange derivative instruments although the Company anticipates it will enter into similar contracts in 2004.

Our 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 steel, aluminum, and natural gas. The exposures associated with these commitments are primarily managed 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, 2003, we had no open commodity price swaps and futures contracts.

Interest Rate Risk

We use long-term debt as a primary source of capital in our business.  The following table presents the principal cash repayments and related weighted average interest rates by maturity date for our long-term fixed-rate debt and other types of long-term debt at December 31, 2003.  The weighted average interest rates are based on 12 month Libor in effect as of December 31, 2003:

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(Dollars in Thousands)	2004			2005			2006			2007			2008			Thereafter	Total			Fair Value
Long-term Debt:
Fixed													$	189,900		—	$	189,900		$	195,597
Avg. Rate													9.25		%	—	9.25		%
Variable	$	1,900		$	1,900		$	72,900		$	224,300					—	$	301,000		$	306,493
Avg. Rate	5.67		%	5.67		%	5.01		%	6.28		%				—	5.95		%

We are exposed to the variability of interest rates on our variable rate debt.  From time to time, we use financial instruments to hedge against increases in interest rates.  As of December 31, 2003, no such contracts were outstanding.

Item 8.Financial Statements and Supplementary Data

Attached, beginning at page F-1.

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

None.

Item 9A.Controls and Procedures.

Under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our 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 to allow timely decisions regarding required disclosures, are effective.  Subsequent to the date of this evaluation, there have been no significant changes in our internal controls or in other factors that could significantly affect such controls.

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

PART III

Item 10.Directors and Executive Officers of the Registrant

Directors and Executive Officers

The directors and executive officers of Accuride, and their ages as of December 31, 2003, are as follows:

Name	Age	Position
Terrence J. Keating	54	Director, President and Chief Executive Officer
John R. Murphy	53	Executive Vice President/Finance and Chief Financial Officer
David K. Armstrong	47	Senior Vice President and General Counsel
Elizabeth I. Hamme	53	Senior Vice President/Human Resources
Henry L. Taylor	49	Senior Vice President/Sales and Marketing
Robert Nida	60	Vice President/Technology and Continuous Improvement
Craig Kessler	41	Vice President/Operations
Phil Newsome	47	Vice President/Steel Technology
James H. Greene, Jr.	53	Director
Todd A. Fisher	38	Director
Frederick M. Goltz	32	Director

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Terrence J. Keating.  Mr. Keating was named Chief Executive Officer, President and a director of the Company on May 1, 2002.  Prior to being named as CEO and President, Mr Keating served as Senior Vice President – Operations.  Mr. Keating joined the Company in December, 1996 as Vice President-Operations.  Prior to joining the Company,  Mr. Keating was the manager of Indianapolis Diesel Engine Plant of International Truck and Engine Corporation, a division of Navistar International Company.  Mr. Keating holds a B.S. in Mechanical Engineering Technology from Purdue University and an M.B.A. in Operations from Indiana University.

John R. Murphy.  Mr. Murphy is Executive Vice President/Finance and Chief Financial Officer of the Company.  Mr. Murphy joined the Company in March, 1998 as Vice President/Finance and Chief Financial Officer.  Prior to joining the Company, Mr. Murphy was the President and Chief Executive Officer of Falconite, Inc., a privately held rental equipment company.  From 1994 to 1997, Mr. Murphy was Executive Vice President-Administration, Chief Financial Officer and Corporate Secretary of North American Stainless, Inc.  Mr. Murphy also serves as a director of O’Reilly Automotive (NASDAQ symbol ORLY) and is the Chairman of its Audit Committee.  Mr. Murphy holds a B.S. in Accounting from the Pennsylvania State University and an M.B.A. from the University of Colorado.

David K. Armstrong.  Mr. Armstrong is Senior Vice President and General Counsel for the Company.  He also serves as Corporate Secretary.  Mr. Armstrong joined the Company in October, 1998.  Prior to joining the Company, Mr. Armstrong was a partner at the law firm of Snell & Wilmer L.L.P.  Mr. Armstrong holds a B.S. and MAcc in Accounting and a Juris Doctorate, all from Brigham Young University.

Elizabeth I. Hamme.  Ms. Hamme is Senior Vice President/Human Resources.  Ms. Hamme joined the Company, as Vice President/Human Resources in February 1995.  Prior to joining the Company, Ms. Hamme served as an independent consultant to the manufacturing and financial services sectors. Ms. Hamme holds a B.A. in Political Science and an M.A. in Adult Education from the George Washington University.

Henry L. Taylor.  Mr. Taylor is Senior Vice President/Sales and Marketing.  Mr. Taylor joined the Company in April 1996 as Vice President Marketing and International Sales.  Prior to joining the Company, Mr. Taylor worked at Rockwell Automotive, in product management, marketing, international business and business development.  Mr. Taylor holds a B.S. in Marketing and Management from the University of Nevada, Reno (“UNR”) and has completed graduate courses in business at UNR, St. Louis University and Case Western University.

Robert Nida.  Mr. Nida is Vice President/Technology and Continuous Improvement.  Prior to being named to this position, Mr. Nida served as Director/Continuous Improvement. Mr. Nida joined the Company in July 1997 as the Director of Human Resources/Continuous Improvement at AKW.  Prior to joining the Company, Mr. Nida worked at FAG Bearings and AlliedSignal where he held positions in Human Resources, Customer Quality, Manufacturing, and R&D.  Mr. Nida holds a B.A. in Sociology from Bridgewater College and a Masters in Total Quality Management from Friends University.

Craig Kessler.  Mr. Kessler is Vice President/Operations.  Prior to his appointment to this position he served as Director/North American Wheels. He also served as Director/Operations of the Company’s facility in Columbia Tennessee. Mr. Kessler joined the Company in July of 1985 as an engineer within the Henderson, Kentucky facility.  Mr. Kessler holds a B.S. in Mechanical Engineering from the University of Evansville.

Phil Newsome.  Mr. Newsome was named as Vice President/Steel Technology in September 2003.  Prior to his appointment to this position he served as Director/Research and Development.  Mr. Newsome joined the Company in July of 1998.  Prior to joining the Company, Mr. Newsome worked at Hayes Lemmerz

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International as an Engineering Manager.  Mr. Newsome holds a B.S. in Engineering Technology from Texas A&M University and a M.S. in Welding Engineering from Ohio State University.

James H. Greene, Jr.  Mr. Greene has been a director of the Company since 1998. He is a member of KKR & Co., L.L.C., the limited liability company which serves as the general partner to KKR. He is also a director of the following public companies:  Alliance Imaging Inc., Amphenol Corporation, Owens-Illinois, Inc., Safeway Inc., Shoppers Drug Mart Corporation, and Zhone Technologies, Inc.

Todd A. Fisher.  Mr. Fisher has been a director of the Company since 1998. He has been a member of KKR & Co., L.L.C. since January 1, 2001 and was an executive of KKR from June 1993 to December 31, 2000. From July 1992 to June 1993, Mr. Fisher was an associate at Goldman, Sachs & Co.  Mr. Fisher also serves as a director of the following public companies:  Alea Group Holding Ltd., BRW-Parent of Bristol West Holdings, Inc., Rockwood Specialties, Inc., and Willis Group Holdings Limited.

Frederick M. Goltz.  Mr. Goltz has been a director of the Company since 1999.  He has been an executive of KKR since 1995 with the exception of the period from July 1997 to July 1998 during which time he earned an MBA at INSEAD.  Prior to 1995, he was with Furman Selz Incorporated in its Corporate Finance Department.

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 ethics that is applicable to all employees including our Chief Executive Officer and senior financial officers.  The Accuride Code of Conduct is filed as Exhibit 14.1 to this Annual Report.

Audit Committee Financial Expert

Accuride Corporation is a privately owned company. Our Board of Directors currently consists of representatives of our majority shareholder and management.  None of the current members of the audit committee has been designated a “financial expert” as that term is used in the Sarbanes-Oxley Act of 2002, however, the Board of Directors believes that each of the current members of the Audit Committee is fully qualified to address any issues that are likely to come before the Committee, including the evaluation of our financial statements and supervision of our independent auditors.

Item 11.Executive Compensation

Compensation of Directors.  Members of the Board of Directors employed by the Company do not receive any separate compensation for services performed as a director.  Those members of the Board of Directors not otherwise employed by the Company receive a $30,000 annual retainer.  There is no separate compensation for service on the compensation or audit committees.  See also “Item 13-Certain Relationships and Related Transactions.”

Summary Compensation Table

The following table sets forth information with respect to the compensation paid by the Company for services rendered during the year ended December 31, 2003 to the Chief Executive Officer and to each of the four other most highly compensated executive officers of the Company (the “Named Executive Officers”).

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								Long Term Compensation
									Awards
		Annual Compensation							Restricted Stock Award(s)	Securities Underlying Options/SARs	Payouts
Name and Principal Position	Year	Salary		Bonus		Other Annual Compensation					LTIP Payouts	All Other Compensation
						(a)						(b)
Terrence J. Keating (a)	2003	$	330,000	$	352,249	$	10,066		—	—	—	$	119,423
(President and Chief	2002	$	282,920	$	139,432	$	11,940		—	318	—	$	74,907
Executive Officer)	2001	$	202,910	$	75,465	$	9,533		—	—	—	$	52,330
John R. Murphy
(Executive Vice	2003	$	283,500	$	374,092	$	9,499		—	—	—	$	120,769
President/	2002	$	275,625	$	267,300	$	10,111		—	203	—	$	91,312
Finance & CFO)	2001	$	270,000	$	140,625	$	9,532		—	—	—	$	83,522
David K. Armstrong	2003	$	200,700	$	176,556	$	9,588		—	—	—	$	53,769
(Senior Vice President	2002	$	193,700	$	124,542	$	13,764		—	134	—	$	44,492
and General Counsel)	2001	$	181,200	$	67,388	$	14,808		—	—	—	$	36,704
Elizabeth I. Hamme	2003	$	179,160	$	157,607	$	9,479		—	—	—	$	52,930
(Senior Vice President/	2002	$	172,965	$	111,236	$	10,252		—	134	—	$	36,682
Human Resources)	2001	$	161,840	$	60,188	$	8,780		—	—	—	$	35,335
Henry L. Taylor	2003	$	170,040	$	128,925	$	9,391		—	—	—	$	44,416
(Senior Vice President/	2002	$	160,860	$	79,751	$	8,919		—	134	—	$	9,752
Sales and Marketing)	2001	$	150,040	$	47,832	$	7,989		—	—	—	$	11,980

(a)Compensation includes financial planning service fees, vacation sold, overseas travel incentive, and gross-ups on financial planning and gift certificate as follows:

	Year	Financial Planning Service Fees Plus Gross-up		Vacation Sold		Gift Certificate/ Award Plus Gross-up		Overseas Travel Incentive
Mr. Keating	2003	$	10,030	—		$	36	—
	2002	$	10,111	—		—		$	1,829
	2001	$	9,533	—		—		—
Mr. Murphy	2003	$	9,355	—		$	144	—
	2002	$	10,111	—		—		—
	2001	$	9,532	—		—		—
Mr. Armstrong	2003	$	9,443	—		$	145	—
	2002	$	10,215	—		$	37	$	3,512
	2001	$	9,625	$	5,184	—		—
Ms. Hamme	2003	$	9,443	—		$	36	—
	2002	$	10,215	—		$	37	—
	2001	$	8,780	—		—		—
Mr. Taylor	2003	$	9,355	—		$	36	—
	2002	$	8,882	—		$	37	—
	2001	$	5,222	—		—		$	2,767

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(b)Compensation includes contributions made by the Company to the employees’ non-qualified retirement plans, qualified savings plan (company match and/or profit sharing), the Executive Life Insurance Plan (which provides employees with a bonus to pay for a universal life insurance policy that is fully owned by the employee), personal excess umbrella insurance coverage, and gross-ups as set forth below:

	Year	Non-Qualified Retirement Plans Plus Gross-Up		Company Match & Profit Sharing		ELIP Premiums Plus Gross-up		Umbrella Insurance Premium Plus Gross-up
Mr. Keating	2003	$	69,017	$	25,681	$	22,607	$	2,118
	2002	$	35,689	$	5,000	$	32,277	$	1,941
	2001	$	18,992	$	12,010	$	21,327	—
Mr. Murphy	2003	$	63,728	$	25,148	$	29,775	$	2,118
	2002	$	52,695	$	5,000	$	29,775	$	3,842
	2001	$	42,705	$	14,194	$	26,623	—
Mr. Armstrong	2003	$	17,969	$	19,383	$	15,000	$	1,417
	2002	$	15,008	$	4,615	$	14,654	$	10,215
	2001	$	11,412	$	10,638	$	14,654	—
Ms. Hamme	2003	$	15,823	$	17,069	$	18,621	$	1,417
	2002	$	12,214	$	4,324	$	18,203	$	1,941
	2001	$	7,630	$	9,502	$	18,203	—
Mr. Taylor	2003	$	9,946	$	16,058	$	17,005	$	1,407
	2002	$	5,108	$	3,490	—		$	1,154
	2001	$	3,544	$	8,436	—		—

The following table gives information for options exercised by each of the Named Executive Officers in 2003 and the value (stock price less exercise price) of the remaining options held by those executive officers at year end, using management’s estimate of the Common Stock value on December 31, 2003.

Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values

	Shares Acquired on Exercise	Value Realized		Number of Securities Underlying Unexercised Options/SARs at Fiscal Year-End		Value of Unexercised In-the-Money Options/SARs at Fiscal Year-End(a)
Name				Exercisable	Unexercisable	Exercisable	Unexercisable
Terrence Keating	0	$	0	219.0	163.0	—	—
John R. Murphy	0	$	0	232.9	110.1	—	—
David K. Armstrong	0	$	0	127.0	71.0	—	—
Elizabeth I. Hamme	0	$	0	127.0	71.0	—	—
Henry L. Taylor	0	$	0	127.0	71.0	—	—

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(a)The value of the shares underlying the options as of December 31, 2003 is not in excess of the base price.  There is no established trading market for our Common Stock.

Pension Plan Disclosure

The Accuride Cash Balance Pension Plan (the “Retirement Plan”) covers certain employees of the Company.  Under the Retirement plan, each participant has a “cash balance account” which is established for bookkeeping purposes only.  Each year, each participant’s cash balance account is credited with a percentage of the participant’s earnings (as defined in the Retirement Plan).  The percentage ranges from 2% to 11.5%, depending on the participant’s age, years of service and date of participation in the Retirement Plan.  If a participant has earnings above the Social Security taxable wage base (“excess earnings”), then an additional 2% of the excess earnings amount is credited to the participant’s account.  Participants’ accounts also are credited with interest each year, based upon the rates payable on certain U.S. Treasury debt instruments.  Employees first becoming participants after January 1, 1998 also receive an additional credit for their first year of service.

A participant’s benefit at normal retirement age, if calculated as a lump sum payment, equals the balance of his or her cash balance account.  The actuarial equivalent of the account balance also can be paid as a single life annuity, a qualified joint and survivor annuity, or an alternative form of payment allowed under the Retirement Plan.

The estimated annual benefits payable upon retirement at normal retirement age (assuming continued compensation at the present amounts until normal retirement age, crediting of interest at a 6% rate and disregarding future cost-of-living increases in the Social Security wage base and qualified plan compensation and benefit limits), for each of the following Named Executive Officers are:

Terrence J. Keating	$	43,300
John R. Murphy	$	42,400
David K. Armstrong	$	64,800
Elizabeth I. Hamme	$	42,900
Henry L. Taylor	$	55,600

1998 Stock Purchase and Option Plan

In early 1998, we adopted the 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries (the “1998 Plan”).  The 1998 Plan provides for the issuance of a maximum of 3,247 shares of Common Stock, subject to adjustment to reflect certain events such as stock dividends, stock splits, recapitalizations, mergers or reorganizations of, or by, the Company. The 1998 Plan is intended to assist the Company and its Subsidiaries in attracting and retaining employees of outstanding ability and to promote the identification of their interests with those of the stockholders of the Company.

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Any officer or full-time employee of the Company or a Subsidiary is eligible to be selected by the Compensation Committee of the Board of Directors (“Committee”) to participate in the 1998 Plan.  The 1998 Plan permits the Committee to grant shares of Common Stock in the form of either (i) Purchase Shares, subject to conditions or restrictions on the participant’s right to sell or transfer the shares (“Purchase Stock”) or (ii) Non-Qualified Stock Options (“Options”) to purchase shares of Common Stock subject to conditions and limitations as established by the Committee.  Collectively the grant of Purchase Stock and Options are referred to herein as a “Plan Grants”.  The 1998 Plan will expire ten years after it was approved by the Company’s shareholders, unless sooner terminated by the Company’s Board of Directors.  Any termination of the 1998 Plan will not affect the validity of any Plan Grant outstanding on the date of the termination.

The Committee administers the Plan, including, without limitation, the determination of the employees to whom  Plan Grants will be made, the number of shares of Common Stock subject to each Plan Grant, and the various terms of Plan Grants, provided that, neither the exercise price of an Option, nor the purchase price for Purchase Stock may be less than 50% of the market value of the Common Stock on the date of grant.  The Committee may from time to time amend the terms of any  Plan Grant, but, except for adjustments made upon a change in the Common Stock by reason of a stock split, spin-off, stock dividend, stock combination or reclassification, recapitalization, reorganization, consolidation, change of control, or similar event, such action shall not adversely affect the rights of any participant under the 1998 Plan with respect to a Plan Grant without a participant’s consent. The Board of Directors retains the right to amend, suspend or terminate the 1998 Plan.

Severance Agreements

Accuride has entered into severance agreements with certain senior management employees, including the Named Executive Officers, pursuant to which in the event of any such employee’s termination “without cause” or “for good reason” (as defined therein) we will pay such employee one year’s base salary.

In addition to the severance agreements described above, Accuride has entered into change-in-control agreements with senior management employees, including the Named Executive Officers, and certain other key executives of the Company.  Under these agreements, each participating executive is entitled to severance benefits if his or her employment with the Company is terminated within eighteen months of a change in control of the Company (as defined in the agreement) either by the employee for good reason or by the Company for any reason other than cause, disability, normal retirement, or death.  In the event of a covered termination, (a) severance benefits for Tier I (Messrs. Keating and Murphy) include a payment equal to 300% of the employee’s salary plus average incentive compensation award over the prior three years, (b) severance benefits for Tier II (Messrs. Armstrong, Taylor and Ms. Hamme) include a payment equal to 200% of the employee’s salary plus average incentive compensation award over the prior three years, (c) severance benefits for Tier III (other key executives) include a payment equal to 100% of the employee’s salary.  The agreements also provide for the continuance of certain other benefits, including health insurance coverage until the earlier of the employee becoming eligible for coverage by a subsequent employer or the expiration of 18 months from the date of termination.  Any payment received under the change-in-control agreement shall be reduced by the full amount of any payments to which the executive may be entitled due to termination pursuant to any other Company severance policy.

Employee Equity Arrangements

Pursuant to the 1998 Plan, we sold Plan-Purchase Stock and issued  Plan-Options to selected employees, including the Named Executive Officers, which represent, in the aggregate, approximately 11.0% of the fully diluted Common Stock (of which the Named Executive Officers will hold approximately 54%).  In connection with such arrangements, the Company and each such employee entered into an Employee Stockholders’ Agreement and a Stock Option Agreement.  The Employee Stockholders’ Agreement (i) places restrictions on each such employee’s ability to transfer shares of  Plan-Purchase Stock and Common Stock acquired upon exercise of the Plan-Options, including a right of first refusal in favor of the Company, (ii) provides each such employee the right to participate pro rata in certain sales of Common Stock by Hubcap Acquisition or its affiliates and (iii) provides Hubcap Acquisition and its affiliates the right to require each

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such employee to participate pro rata in certain sales of Common Stock by Hubcap Acquisition or its affiliates. The Stockholders’ Agreement also grants (subsequent to an initial public offering of the Common Stock) piggyback registration rights to each such employee pursuant to a registration rights agreement between Hubcap Acquisition and the Company.  In addition, the Employee Stockholders’ Agreement gives us the right to purchase shares and options held by each such employee upon termination of employment for any reason and permits each such employee to sell stock and options in the event of death, disability or retirement after turning 65 years of age.

Compensation Committee Interlocks and Insider Participation

Messrs. Greene, Fisher, and Goltz, with Mr. Greene as Chairman, serve as the members of the Compensation Committee of the Board of Directors of the Company.  Messrs. Greene and Fisher are members of KKR 1996 GP L.L.C., which beneficially owns 87% of Accuride, and members of KKR & Co., L.L.C., which serves as general partner of KKR.  Mr. Goltz is an executive of KKR & Co., L.L.C.  (See “Item 13. Certain Relationships and Related Party Transactions.”)

Item 12.Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the ownership of the Common Stock as of March 1, 2004 by each person known to be the owner of 5% or more of the Common Stock, by each person who is a director or Named Executive Officer of the Company and by all directors and executive officers of the Company as a group.

	Common Stock Beneficially Owned (a)
Name and Address	Shares	Percent
KKR 1996 GP L.L.C. (b) c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street New York, New York 10019	21,600.0	87.10	%
James H. Greene, Jr. (b)	—	—
Todd A. Fisher (b)	—	—
Frederick M. Goltz (b)	—	—
RSTW  Partners III, L.P. (c) 5847 San Felipe Houston, TX 77057	2,400.0	9.68	%
Terrence J. Keating (d)	259.0	1.04	%
John R. Murphy (e)	302.9	1.21	%
David K. Armstrong (f)	167.0		*
Elizabeth Hamme (g)	167.0		*
Henry L. Taylor (h)	167.0		*
All executive officers and directors as a group	1,062.9	4.15	%

*Less than one percent.

(a)The amounts and percentage of Common Stock beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission (“SEC”) governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which he has no economic interest. The percentage of class outstanding is based on 24,799 shares of Common Stock outstanding as of March 1, 2004 and also includes shares to be deemed beneficially owned by the officers and directors.

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(b)Shares of Common Stock shown as beneficially owned by KKR 1996 GP L.L.C. are held by Hubcap Acquisition.  KKR 1996 GP L.L.C. is the sole general partner of KKR Associates 1996 L.P., which is the sole general partner of KKR 1996 Fund L.P. KKR 1996 Fund L.P. is one of two members of Hubcap Acquisition and owns more than a 95% equity interest in Hubcap Acquisition.  KKR 1996 GP L.L.C. is a limited liability company, the managing members of which are Messrs. Henry R. Kravis and George R. Roberts, and the other members of which are Messrs. Paul E. Raether, Michael W. Michelson, James H. Greene, Jr.,  Edward A. Gilhuly, Perry Golkin, Scott M. Stuart, Johannes P. Huth, Todd A. Fisher and Alexander Navab Jr.  Messrs.  Greene and Fisher are directors of the Company. Each of such individuals may be deemed to share beneficial ownership of any shares beneficially owned by KKR 1996 GP L.L.C.  Each of such individuals disclaims beneficial ownership. Mr. Frederick M. Goltz is a director of the Company and is also an executive of KKR.  Mr. Goltz disclaims that he is the beneficial owner of any shares beneficially owned by KKR Associates 1996 L.P.

(c)RSTW Management, L.P. is the sole general partner of RSTW Partners III, L.P.; Rice Mezzanine Corporation (“RMC”) is the general partner of RSTW Management, L.P.  RMC is a subchapter S-Corporation, the shareholders of which are Messrs. Don K. Rice, Jeffrey P. Sangalis, Jeffrey A. Toole, and James P. Wilson.  Each of such individuals may be deemed to share beneficial ownership of any shares beneficially owned by RSTW Partners III, L.P.  Each of such individuals disclaims beneficial ownership.

(d)Includes 60.0 shares, which are subject to an option to purchase such shares from the Company at $5,000 per share, and 159.0 shares which are subject to an option to purchase such shares from the Company at $1,750 per share.

(e)Includes 131.5 shares, which are subject to an option to purchase such shares from the Company at $5,000 per share, and 101.4 shares which are subject to an option to purchase such shares from the Company at $1,750 per share.

(f)Includes 60 shares, which are subject to an option to purchase such shares from the Company at $5,000 per share, and 67.0 shares which are subject to an option to purchase such shares from the Company at $1,750 per share.

(g)Includes 60 shares, which are subject to an option to purchase such shares from the Company at $5,000 per share, and 67.0 shares which are subject to an option to purchase such shares from the Company at $1,750 per share.

(h)Includes 60 shares, which are subject to an option to purchase such shares from the Company at $5,000 per share, and 67.0 shares which are subject to an option to purchase such shares from the Company at $1,750 per share.

Item 13.Certain Relationships and Related Party Transactions

As of March 1, 2004, KKR 1996 GP L.L.C. beneficially owned approximately 87% of our outstanding shares of Common Stock. See “Item 12-Security Ownership of Certain Beneficial Owners and Management.” The managing members of KKR 1996 GP L.L.C. are Messrs. Henry R. Kravis and George R. Roberts and the other members of which are Messrs. Paul E. Raether, Michael W. Michelson, James H. Greene, Jr., Edward A. Gilhuly, Perry Golkin, Scott M. Stuart, Johannes P. Huth, Todd A. Fisher and Alexander Navab Jr.  Messrs. Greene and Fisher are also directors of the Company, as is Frederick M. Goltz, who is an executive of KKR & Co., L.L.C. Each of the members of KKR 1996 GP L.L.C. is also a member of KKR & Co., L.L.C, which serves as the general partner of KKR.

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KKR has agreed to render management, consulting and financial services to us for an annual fee of $0.6 million. See “Item 10-Directors and Executive Officers of the Company” and “Item 12-Security Ownership of Certain Beneficial Owners and Management.”

Hubcap Acquisition has the right, under certain circumstances and subject to certain conditions, to require us to register under the Securities Act shares of Common Stock held by it pursuant to the registration rights agreement between Hubcap Acquisition and the Company and the stockholders agreement among Hubcap Acquisition, the Company, and Phelps Dodge.  Such registration rights are generally available to Hubcap Acquisition until registration under the Securities Act is no longer required to enable it to resell the Common Stock owned by it. The registration rights agreement provides, among other things, that we will pay all expenses in connection with the first six demand registrations requested by Hubcap Acquisition and in connection with any registration commenced by the Company as a primary offering in which Hubcap Acquisition participates through piggyback registration rights granted under such agreement. Hubcap Acquisition’s exercise of its registration rights under the registration rights agreement is subject to the tag along and the drag along rights of certain other stockholders provided for in the stockholders agreement.

During 2003, no shares of Common Stock were repurchased as treasury stock.

Item 14.Principal Accountant Fees and Services

Audit Fees

Fees for audit services totaled approximately $0.5 million in 2003 and approximately $0.5 million in 2002, including fees associated with the annual audit, the reviews of the Company’s quarterly reports on Form 10-Q, and statutory audits required internationally.

Audit Related Fees

Fees for audit related services totaled approximately $0.1 million in 2003 and approximately $0.1 million in 2002.  Audit related services principally include accounting consultation and audits of benefit plans.

Tax Fees

Fees for tax services, including tax compliance, tax advice, tax planning, and transfer pricing studies totaled approximately $0.8 million in 2003 and $0.9 million in 2002.

All Other Fees

Fees for all other services not described above totaled approximately $0.1 million in 2003 and $0.1 million in 2002.

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent auditors.  Since May 6, 2003, the Audit Committee has approved 100% of the services described under Audit-Related Fees, Tax Fees, and All Other Fees.

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PART IV

Item 15.Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)The following constitutes a list of Financial Statements, Financial Statement Schedules, and Exhibits 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:

2.Financial Statement Schedules

Schedules other than those listed above 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

Exhibit No.	Description
2.1	Stock Subscription and Redemption Agreement, dated as of November 17, 1997, among the Company, Hubcap Acquisition L.L.C. and Phelps Dodge Corporation.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
3.1	Certificate of Incorporation, as amended, of Accuride Corporation.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
3.2	By-Laws of Accuride Corporation.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
4.1	Indenture, dated as of January 21, 1998, between Accuride Corporation and U.S. Trust Company of California, N.A., as trustee, relating to $200,000,000 aggregate principal amount of 9.25% Senior Subordinated Notes due 2008.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
4.2	Registration Rights Agreement, dated as of January 21, 1998, between Accuride Corporation, and BT Alex. Brown Incorporated, Citicorp Securities, Inc., and J.P. Morgan Securities Inc.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
4.3	Specimen Certificate of 9.25% Senior Subordinated Notes due 2008, Series A (the “Private Notes”).  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
4.4	Specimen Certificate of 9.25% Senior Subordinated Notes due 2008, Series B (the “Exchange Notes”).

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	Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
10.1	Stockholders’ Agreement by and among Accuride Corporation, Phelps Dodge Corporation and Hubcap Acquisition L.L.C.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
10.2	Registration Rights Agreement by and between Accuride Corporation and Hubcap Acquisition L.L.C.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
10.3	1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.  Management contract for compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
10.3.5	Amendment No. 2 to the 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries.  Previously filed as an exhibit to the Form 10-Q for the quarterly period ended June 30, 2002 and incorporated herein by reference
10.4	Form of Non-qualified Stock Option Agreement by and between Accuride Corporation and certain employees.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.  Management contract for compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
10.5	Form of Repayment and Stock Pledge Agreement by and between Accuride and certain employees.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.  Management contract for compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
10.6	Form of Secured Promissory Note in favor of Accuride Corporation.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
10.7	Form of Stockholders’ Agreement by and among Accuride Corporation, certain employees and Hubcap Acquisition L.L.C.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
10.8	Form of Severance Agreement by and between Accuride Corporation and certain executives.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.  Management contract for compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
10.9	Lease Agreement dated November 1, 1988, by and between Kaiser Aluminum & Chemical Corporation and The Bell Company regarding the property in Cuyahoga Falls, Ohio, as amended and extended.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
10.10	Second amendment to lease agreement between AKW, L.P. (Accuride Erie) (as successor to Kaiser Aluminum and Chemical Corporation) and Sarum Management (as successor to the Bell Company) regarding the property in Cuyahoga Falls, Ohio.  Previously filed as an Exhibit to the Form 10-K filed on March 21, 2003.
10.11	Third amendment to lease agreement between Accuride Erie L.P. and Sarum Management regarding the property in Cuyahoga Falls, Ohio.  Filed herein.
10.12	Lease Agreement dated October 26, 1998, by and between Accuride Corporation and Woodward, LLC. regarding the Evansville, Indiana, office space.  Previously filed as an exhibit to the Form 10-K filed on March 30, 1999 and incorporated herein by reference.
10.13	Second Addendum to lease agreement between Accuride and Woodward, LLC regarding the Evansville office space.  Previously filed as an exhibit to the Form 10-K filed on March 21, 2003 and incorporated herein by reference.
10.15	Amended and Restated Lease Agreement dated April 1, 1999, between AKW, L.P. and Kaiser.  Previously filed as an exhibit to the Form 8-K filed on April 12, 1999 and incorporated herein by reference.
10.17	Amended and Restated Supplemental Savings Plan dated January 1, 1998.  Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.  Management contract for compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
10.18	Amended and Restated Supplemental Savings Plan dated January 1, 2003.  Management contract for

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	compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.  Filed herein.
10.19	Accuride Executive Retirement Allowance Policy dated November 2003.  Management contract for compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.  Filed herein.
10.20	Joint Marketing Agreement between the Company and Gianetti Ruote SpA.  Previously filed as an exhibit  to the Form 10-K filed on March 26, 2001 and incorporated herein by reference.
10.21	Technology Cross License Agreement between the Company and Gianetti Ruote SpA.  Previously filed as  an exhibit to the Form 10-K filed on March 26, 2001 and incorporated herein by reference.
10.22	Second Amended and Restated Credit Agreement.  Previously filed as an exhibit to the Form10-Q filed on  August 9, 2001 and incorporated herein by reference.
10.23	Second Amended and Restated Pledge Agreement.  Previously filed as an exhibit to the Form10-Q filed on August 9, 2001 and incorporated herein by reference.
10.24	Security Agreement between the Company, Accuride Canada, Inc., and Citicorp USA, Inc.  Previously filed  as an exhibit to the Form10-Q filed on August 9, 2001 and incorporated herein by reference.
10.25	Security Agreement between Accuride Canada, Inc., and Citicorp USA, Inc.  Previously filed as an exhibit to  the Form 10-Q filed on August 9, 2001 and incorporated herein by reference.
10.26	Form of Change-In-Control Agreement (Tier I employees).  Management contract for compensatory plan or  arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.  Previously filed as an  exhibit to the Form 10-K filed on March 11, 2002 and incorporated herein by reference.
10.27	Form of Change-In-Control Agreement (Tier II employees).  Management contract for compensatory plan or  arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.  Previously filed as an  exhibit to the Form 10-K filed on March 11, 2002 and incorporated herein by reference.
10.28	Form of Change-In-Control Agreement (Tier III employees).  Management contract for compensatory plan or  arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.  Previously filed as an  exhibit to the Form 10-K filed on March 11, 2002 and incorporated herein by reference.
10.29	Third Amended and Restated Credit Agreement, dated June 13, 2003, as previously filed as an exhibit to the  Form 8-K filed August 11, 2003 and incorporated herein by reference.
10.30	Third Amended and Restated Pledge of Shares Agreement, dated June 13, 2003, as previously filed as an exhibit to the  Form 10-Q filed August 13, 2003 and incorporated herein by reference
10.31	First Amendment to Third Amended and Restated Credit Agreement, dated December 10, 2003.  Filed herein.
10.32	First Amendment to Lease Agreement between Accuride Corporation and The Package Company, L.L.C.,regarding the property in Taylor, Michigan.  Filed herein.
14.1	Accuride Code of Conduct
21.1	Subsidiaries of Accuride Corporation.
23.1	Consent of Deloitte & Touche LLP.
31.1	Section 302 Certification of Terrence J. Keating in connection with the Annual Report of Form 10-K of Accuride Corporation for the fiscal year ended December 31, 2003.
31.2	Section 302 Certification of John R. Murphy in connection with the Annual Report of Form 10-K of Accuride Corporation for the fiscal year ended December 31, 2003.
32.1	Section 906 Certification of Terrence J. Keating in connection with the Annual Report on Form 10-K of Accuride Corporation for the fiscal year ended December 31, 2003.
32.2	Section 906 Certification of John R. Murphy in connection with the Annual Report on Form 10-K of Accuride Corporation for the fiscal year ended December 31, 2003.

(b)Reports on Form 8-K:

Form 8-K containing our third quarter results for 2003 was furnished to the SEC on November 13, 2003.

Form 8-K announcing discussions with our senior lenders concerning an amendment to our senior credit facility was furnished to the SEC on November 13, 2003.

Form 8-K announcing the completion of the first amendment to the third amended and restated senior credit facility was furnished to the SEC on December 11, 2003.

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INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Stockholders of Accuride Corporation

We have audited the accompanying consolidated balance sheets of Accuride Corporation and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income (loss), stockholders’ equity (deficiency) and cash flows for each of the three years in the period ended December 31, 2003. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Accuride Corporation and subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, Accounting for Goodwill and Other Intangible Assets.

DELOITTE AND TOUCHE LLP

Indianapolis, Indiana

March 4, 2004

F-1

ACCURIDE CORPORATION

CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2003 AND 2002
(Dollars in thousands, except share data)

	2003			2002
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	42,692		$	41,266
Customer receivables, net of allowance for doubtful accounts of $822 and $1,364 in 2003 and 2002, respectively	36,309			29,494
Other receivables	8,403			3,466
Inventories—net	33,435			26,057
Supplies	10,717			9,004
Deferred income taxes	4,276			1,523
Income taxes receivable				7,963
Prepaid expenses and other current assets	924			1,330
Total current assets	136,756			120,103
PROPERTY, PLANT AND EQUIPMENT—Net	206,660			210,972
OTHER ASSETS:
Goodwill	123,197			123,197
Investment in affiliates	3,106			3,621
Deferred financing costs, net of accumulated amortization of $6,847 and $8,949	5,458			6,354
Deferred income taxes	26,231			24,903
Pension benefit plan asset	26,887			20,587
Property, plant and equipment held for sale—net				4,824
Other	2			606
TOTAL	$	528,297		$	515,167
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable	$	34,128		$	28,582
Current portion of long-term debt	1,900			4,125
Accrued payroll and compensation	9,185			12,201
Accrued interest payable	8,824			10,796
Accrued and other liabilities	6,082			5,546
Total current liabilities	60,119			61,250
LONG-TERM DEBT—Less current portion	488,575			470,030
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY	20,665			17,981
PENSION BENEFIT PLAN LIABILITY	24,376			18,697
OTHER LIABILITIES	404			458
COMMITMENTS AND CONTINGENCIES (Notes 12 and 13)
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, 24,926 and 24,923 shares issued in 2003 and 2002, respectively; 24,799 and 24,796 outstanding in 2003 and 2002, respectively	52,070			52,065
Treasury stock—127 shares at cost	(735		)	(735		)
Stock subscriptions receivable	(15		)	(121		)
Accumulated other comprehensive income (loss)	(11,576		)	(7,597		)
Retained earnings (deficit)	(105,586		)	(96,861		)
Total stockholders’ equity (deficiency)	(65,842		)	(53,249		)
TOTAL	$	528,297		$	515,167

See notes to consolidated financial statements.

F-2

ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
(Dollars in thousands)

	2003			2002			2001
NET SALES	$	364,258		$	345,549		$	332,071
COST OF GOODS SOLD	301,428			286,232			298,275
GROSS PROFIT	62,830			59,317			33,796
OPERATING EXPENSES:
Selling, general and administrative	23,918			24,014			31,000
INCOME FROM OPERATIONS	38,912			35,303			2,796
OTHER INCOME (EXPENSE):
Interest income	252			315			1,362
Interest expense	(38,865		)	(42,332		)	(41,561		)
Refinancing costs	(11,264		)
Equity in earnings of affiliates	485			182			250
Other income (expense)—net	825			1,430			(9,837		)
LOSS BEFORE INCOME TAXES	(9,655		)	(5,102		)	(46,990		)
INCOME TAX PROVISION (BENEFIT)	(930		)	5,839			(13,836		)
NET INCOME (LOSS)	$	(8,725	)	$	(10,941	)	$	(33,154	)

See notes to consolidated financial statements.

F-3

ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
(Dollars in thousands)

	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—January 1, 2001	$	—		$	24,939	$	(505	)	$	(868	)	$	—		$	(52,766	)	$	(29,200	)
Net loss	(33,154		)												(33,154		)	(33,154		)
Issuance of shares
Purchase of treasury stock						(230		)										(230		)
Proceeds from stock subscriptions receivable									230									230
Other comprehensive income (loss):
Cumulative change in accounting (net of tax)	(189		)									(189		)				(189		)
Realization of deferred amounts (net of tax)	189											189						189
Comprehensive income (loss)	$	(33,154	)
BALANCE—December 31, 2001				24,939		(735		)	(638		)				(85,920		)	(62,354		)
Net loss	$	(10,941	)												(10,941		)	(10,941		)
Proceeds from stock subscriptions receivable									517									517
Recognition of deferred taxes related to recapitalization				27,126														27,126
Other comprehensive income (loss):
Unrealized gain on foreign currency hedges (net of tax)	193											193						193
Minimum pension liability adjustment (net of tax)	(7,790		)									(7,790		)				(7,790		)
Comprehensive income (loss)	$	(18,538	)
BALANCE—December 31, 2002				52,065		(735		)	(121		)	(7,597		)	(96,861		)	(53,249		)
Net loss	$	(8,725	)												(8,725		)	(8,725		)
Exercise of stock options				5														5
Proceeds from stock subscriptions receivable									106									106
Recognition of deferred taxes related to recapitalization
Other comprehensive income (loss):
Recognition of realized loss on foreign currency hedges (net of tax)	(193		)									(193		)				(193		)
Minimum pension liability adjustment (net of tax)	(3,786		)									(3,786		)				(3,786		)
Comprehensive income (loss)	$	(12,704	)
BALANCE—December 31, 2003				$	52,070	$	(735	)	$	(15	)	$	(11,576	)	$	(105,586	)	$	(65,842	)

See notes to consolidated financial statements.

F-4

ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

	Years Ended December 31,
	2003			2002			2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(8,725	)	$	(10,941	)	$	(33,154	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and impairment	29,804			28,213			29,260
Amortization	2,077			2,527			6,351
Amortization—deferred financing costs related to refinancing	2,248
Gain (loss) on disposal of assets	4			(187		)	1,170
Deferred income taxes	(2,598		)	13,894			(14,940		)
Equity in earnings of affiliated companies	(485		)	(182		)	(250		)
Changes in certain assets and liabilities:
Receivables	(11,839		)	(5,568		)	7,993
Inventories and supplies	(9,091		)	2,712			8,128
Prepaid expenses and other assets	817			(1,601		)	(2,605		)
Accounts payable	5,546			(1,254		)	(8,395		)
Accrued and other liabilities	206			(12,306		)	7,801
Net cash provided by operating activities	7,964			15,307			1,359
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(20,261		)	(19,316		)	(17,705		)
Capitalized interest	(411		)	(450		)	(700		)
Cash distribution from affiliate	1,000
Net cash used in investing activities	(19,672		)	(19,766		)	(18,405		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt	(128,785		)	(12,500		)	(4,940		)
Proceeds from issuance of long-term debt	180,000
Principal payments on short term notes payable							(7,500		)
Net increase (decrease) in revolving credit advance	(35,000		)	10,000			40,000
Deferred financing fees	(3,192		)				(1,322		)
Proceeds from issuance of shares	5
Purchases of treasury shares							(230		)
Proceeds from stock subscriptions receivable	106			517			230
Net cash provided by (used in) financing activities	13,134			(1,983		)	26,238
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1,426			(6,442		)	9,192
CASH AND CASH EQUIVALENTS—Beginning of year	41,266			47,708			38,516
CASH AND CASH EQUIVALENTS—End of year	$	42,692		$	41,266		$	47,708

See notes to consolidated financial statements.

F-5

ACCURIDE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2003
(Dollars in thousands, except share and per share data)

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”), AKW L.P., and Accuride de Mexico, S.A. de C.V. (“AdM”). All significant intercompany transactions have been eliminated. Investments in affiliated companies in which the Company does not have a controlling interest are accounted for using the equity method.  During 2003, we changed the name of AKW L.P. to Accuride Erie (“Accuride Erie”).

Business of the Company—The Company is engaged primarily in the design, manufacture and distribution of wheels and rims for trucks, trailers and certain military and construction vehicles. The Company sells its products primarily within North America and Latin America to original equipment manufacturers and to the aftermarket. The Company’s primary manufacturing facilities are located in Henderson, Kentucky; Erie, Pennsylvania; Cuyahoga Falls, Ohio; London, Ontario, Canada; and Monterrey, Mexico.

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—The Company records sales upon shipment and provides an allowance for estimated discounts associated with customer rebates.

Inventories—Inventories are stated at the lower of cost or market. Cost for substantially all inventories, except AdM, is determined by the last-in, first-out method (LIFO). AdM’s inventories are stated at average cost.

Supplies—Supplies are stated at the lower of cost or market. Cost for substantially all supplies is determined by a moving-average method. The Company performs annual evaluations of supplies and provides an allowance for obsolete items.

Property, Plant and Equipment—Property, plant and equipment are carried at cost. Expenditures for replacements and betterments are capitalized; maintenance and repairs are charged to operations as incurred.

Buildings, machinery and equipment are depreciated using the straight-line method over estimated lives of 5 to 40 years. Tooling is generally depreciated over a 3-year life.

Deferred Financing Costs—Direct costs incurred in connection with the Recapitalization (see Note 2) and the Credit Agreement (see Note 8) have been deferred and are being amortized over the life of the related debt using the effective interest method.

Goodwill—Goodwill consists of costs in excess of the net assets acquired in connection with the Phelps Dodge Corporation (“PDC”) acquisition of the Company in March 1988 and the Accuride Erie and AdM acquisitions in April 1999 and July 1999, respectively. Prior to January 1, 2002, goodwill was amortized using the straight-line method over 40 years. Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, Accounting for Goodwill and Other Intangible Assets. The Company no longer amortizes goodwill, but instead tests for impairment at least annually.

F-6

The following financial data illustrates what prior earnings would have been if goodwill had not been amortized for the year ended December 31, 2001, and the related income tax effects:

	Year Ended December 31,
	2003			2002			2001
Net loss as reported	$	(8,725	)	$	(10,941	)	$	(33,154	)
Add back:  Goodwill amortization— net of tax effect							3,552
Adjusted net loss	$	(8,725	)	$	(10,941	)	$	(29,602	)

Long-Lived Assets—The Company evaluates its long-lived assets to be held and used and its identifiable intangible assets for impairment when events or changes in economic circumstances indicate the carrying amount of such assets may not be recoverable. Long-lived assets to be disposed of are carried at the lower of cost or fair value less the costs of disposal.

Restructuring Reserve—During the second quarter of 2001, the Company approved a plan to close its Columbia, Tennessee facility and consolidate the production of light wheels into its other facilities. As a result of this plan, during the second quarter of 2001, the Company recognized a pre-tax non-cash restructuring charge of $2,692 for employee separation costs and a loss on disposal of the facility. Reconciliation of the restructuring liability, as of December 31, 2003, is as follows:

	Provision and Balance December 31, 2001		Cash Expenditures		Non-Cash Write-Offs		Balance December 31, 2002		Cash Expenditures		Balance December 31, 2003
Employee separation costs	$	1,282	$	1,104	$	48	$	130	$	130	$	—
Loss on disposal of facility	1,410				1,410		0
	$	2,692	$	1,104	$	1,458	$	130	$	130	$	—

Pension Plans—The Company has trusteed, non-contributory pension plans covering substantially all 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. The Company’s 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—The Company has postretirement health care and life insurance benefit plans covering substantially all U.S. non-bargained and Canadian employees. The Company accounts for these benefits on an accrual basis and provides for the expected cost of such postretirement benefits accrued during the years employees render the necessary service. The Company’s funding policy provides that payments to participants shall be at least equal to its cash basis obligation.

Postemployment Benefits Other Than Pensions—The Company has certain postemployment benefit plans covering certain U.S. and Canadian employees which provide severance benefits. The Company accounts for these benefits on an accrual basis.

Income Taxes—Deferred tax assets and liabilities are computed based on differences between financial statement and income tax bases of assets and liabilities using enacted income tax rates. Deferred income tax expense or benefit is based on the change in deferred tax assets and liabilities from period to period, subject to an ongoing assessment of realization of deferred tax assets.

F-7

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. The amounts charged against income in 2003, 2002, and 2001 totaled $5,523, $5,335 and $5,321, respectively.

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. Accuride Canada’s and AdM’s functional currencies 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 (expense), net.” The Company had aggregate foreign currency gains (losses) of $872, ($1,778), and ($822), for the years ended December 31, 2003, 2002, and 2001, respectively.

Concentrations of Credit Risk—Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, customer receivables, and derivative financial instruments. The Company places its cash and cash equivalents and executes derivatives with high quality financial institutions. Generally, the Company does not require collateral or other security to support customer receivables.

Derivative Financial Instruments—The Company uses derivative instruments to manage exposures to foreign currency, commodity prices, and interest rate risks. The Company does not enter into derivative financial instruments for trading or speculative purposes. The derivative instruments used by the Company include interest rate, foreign exchange, and commodity price instruments. All derivative instruments are recognized on the balance sheet at their estimated fair value. See Note 15 for the carrying amounts and estimated fair values of these instruments.

Interest Rate Instruments—The Company uses interest rate swap agreements as a means of fixing the interest rate on portions of the Company’s floating-rate debt. No interest rate instruments were outstanding as of or during the year ended December 31, 2003. Prior to 2003, interest rate swaps not designated as hedges for financial reporting purposes were carried in the financial statements at fair value, with unrealized gains or losses reflected in current period earnings as “Other income (expense), net”. The settlement amounts from the swap agreements were reported in the financial statements as a component of interest. The Company uses interest rate cap agreements to set ceilings on the maximum interest rate the Company would incur on portions of the Company’s floating-rate debt. Prior to 2003, an interest rate cap would be carried in the financial statements at fair value, with unrealized gains or losses reflected in current period earnings as “Other income (expense), net”. In the event that the cap was exercised, any realized gain would be recorded in the financial statements as a component of interest.

Foreign Exchange Instruments—The Company uses foreign currency forward contracts and options to limit foreign exchange risk on anticipated but not yet committed transactions expected to be denominated in Canadian dollars. Prior to August 1, 2002, the Company did not designate the forward contracts as hedges for financial reporting purposes and, accordingly, carried these instruments in the financial statements at fair value, with realized and unrealized gains or losses reflected in current period earnings as “Other income (expense), net.” On August 1, 2002, the Company designated the outstanding forward contracts as cash flow hedges. Based on historical experience and analysis performed by the Company, management expects that these derivative instruments will be highly effective in offsetting the change in the value of the anticipated transactions being hedged. As such, unrealized gains or losses are deferred in “Other Comprehensive Income” 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 highly effective, any changes in fair value resulting from ineffectiveness will be immediately recognized in “Cost of Goods Sold”. The total notional amount of outstanding forward contracts at December 31, 2003 and 2002 was $0 and $31,864, respectively.

Commodity Price Instruments—The Company uses 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

F-8

financial statements at fair value, with realized and unrealized gains and losses reflected in current period earnings as “Other income (expense), net”. The total notional amount of outstanding commodity price swaps at December 31, 2003 and 2002 was $0 and $144 respectively.

The realized and unrealized gain (loss) on the Company’s derivative financial instruments for the year ended December 31 are as follows:

	Interest Rate Instruments				Foreign Exchange Instruments			Commodity Price Instruments
	Realized Gain (loss)		Unrealized Gain (Loss)		Realized Gain (loss)		Unrealized Gain (Loss)	Realized Gain (loss)		Unrealized Gain (Loss)
2003	—		—		4,042		—	(29	)	(47	)
2002	(5,323	)	2,940		166		193	(540	)	650
2001	(29	)	(3,360	)	(7,587	)	3,363	(1,919	)	(62	)

Stock Based Compensation—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, the effect on the Company’s net income (loss) would have been the following:

	Year Ended December 31
	2003			2002			2001
Net income (loss) as reported	$	(8,725	)	$	(10,941	)	$	(33,154	)
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	(76		)	(200		)	(278		)
Pro forma net income (loss)	$	(8,801	)	$	(11,141	)	$	(33,432	)

The weighted average fair value of the last options granted in 2002 was $1,420. The fair value of the option grants is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield equaling 0%, risk-free interest rates ranging from 4.15% - 4.24%, expected volatilities assumed to be 0% and expected lives of approximately 5 years. The weighted average fair value of options granted in 2000 was $3,745. The fair value of the option grants is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield equaling 0%, risk-free interest rates ranging from 4.90% - 6.60%, expected volatilities assumed to be 0% and expected lives of approximately 7 years. The pro forma amounts are not representative of the effects on reported net income (loss) for future years.

F-9

Accounting Standards Adopted—Accounting standards adopted during 2003 include Statement of Financial Accounting Standards (“SFAS”) No. 146, Accounting for Costs Associated with Exit or Disposal Activities, SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, SFAS No. 132 (Revised 2003), Employers’ Disclosures about Pensions and Other Postretirement Benefits-an amendment of FASB Statements No. 87, 88, and 106,  and Interpretation No. 45 (FIN 45), Guarantor’s Accounting and Disclosure Requirements for Guarantees.

SFAS No. 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 consolidated financial statements.

FIN No. 45—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 is effective for guarantees issued or modified after December 31, 2002. The adoption of Interpretation No. 45 had no effect on the Company’s consolidated financial statements.

SFAS No. 149—On April 30, 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. The statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and is effective for contracts entered into or modified after June 30, 2003. The adoption of this statement had no effect on the Company’s consolidated financial statements.

SFAS No. 150—On May 15, 2003, the 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 was effective for financial instruments entered into or modified after May 31, 2003, and applies to all other financial instruments in the first interim period beginning after June 15, 2003. The adoption of this statement had no effect on the Company’s consolidated financial statements.

SFAS No. 132 (Revised 2003)—In December, 2003, the FASB issued SFAS No. 132 (Revised 2003), Employers’ Disclosures about Pensions and Other Postretirement Benefits-an amendment of FASB Statements No. 87, 88, and 106. This Statement revises employers’ disclosures about pension plans and other postretirement benefit plans. It requires additional disclosures to those in the original Statement 132 about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. SFAS 132 (Revised  2003) was effective for financial statements with fiscal years ending after December 15, 2003. The Company adopted this statement as of December 31, 2003 and revised its disclosure accordingly.

New Accounting Standards—New accounting standards which could impact the Company include FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, Interpretation No. 46 Revised (FIN 46R), Consolidation of Variable Interest Entities, and Interpretation of ARB 51, and FASB Staff Position No. FAS 106-1, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.

FIN 46—On December 24, 2003, the FASB issued a revision to Interpretation 46 (FIN 46R) to clarify some of the provisions of FASB Interpretation No. 46, Consolidation of Variable Interest Entities. The term “variable interest” is defined in FIN 46 as “contractual, ownership or other pecuniary interest in an entity that change with changes in

F-10

the entity’s net asset value.”  Variable interests are investments or other interests that will absorb a portion of an entity’s expected losses if they occur or receive portions of the entity’s expected residual returns if they occur.  FIN 46R defers the effective date of FIN 46 for certain entities and makes several other changes to FIN 46.  The Company does not expect the recognition provisions of FIN 46 or FIN 46R to have a material impact on the Company’s financial position or results of operations.

FAS 106-1—On December 8, 2003, the President of the United States signed the Medicare Prescription Drug, Improvement and Modernization Act into law.  The Act introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D.  FASB Statement No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, requires presently enacted changes in relevant laws to be considered in current period measurements of postretirement benefit costs and the APBO.  However, specific authoritative guidance on the accounting for the federal subsidy is currently pending, and Accuride has elected to defer accounting for the effects of this pronouncement as allowed by this staff position.  It is not certain at this time what effects this law and pronouncement will have on the Company’s financial position or results of operations.

Reclassifications—Certain amounts from prior years’ financial statements have been reclassified to conform to the current year presentation.

2.RECAPITALIZATION OF ACCURIDE CORPORATION

The Company entered into a stock subscription and redemption agreement dated November 17, 1997 (the “Agreement” or “Redemption”), with PDC and Hubcap Acquisition L.L.C. (“Hubcap Acquisition”), a Delaware limited liability company formed at the direction of KKR 1996 Fund L.P., a Delaware limited partnership affiliated with Kohlberg Kravis Roberts & Co., L.P. (“KKR”).

Pursuant to the Agreement, effective January 21, 1998, Hubcap Acquisition made an equity investment in the Company of $108,000 in exchange for 90% of the Common Stock of the Company after the Recapitalization, as described herein. The Company used the proceeds of this investment, along with $200,000 from the issuance of 9.25% senior subordinated notes at 99.48% of principal value due 2008 and $164,800 in bank borrowing, including $135,000 of borrowings under senior secured term loans due 2005 and 2006 with variable interest rates and $29,800 of borrowings under a $140,000 senior secured revolving line of credit expiring 2004 with a variable interest rate, to redeem $468,000 of Common Stock (the “Recapitalization”).

Subsequent to the Recapitalization, effective September 30, 1998, PDC sold its remaining interest in the Company to an unrelated third party.

Concurrent with the Agreement, the Company recorded a $18.5 million deferred tax asset related to the increase in the tax basis of assets. During 2002, management determined that an additional $69.7 million in tax basis should be recognized. As a result, the Company recorded a $11.7 million increase in deferred tax assets and reduced deferred tax liabilities by $15.4 million. The amount recorded, totaling $27.1 million, was recognized in additional paid-in-capital as an adjustment to the recapitalization.

3.CONSOLIDATED STATEMENTS OF CASH FLOWS

For the purpose of preparing the Consolidated Statements of Cash Flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Interest paid (net of amounts capitalized of $411, $450 and $700) in the years ended December 31, 2003, 2002 and 2001 was $38,854, $40,941 and $40,572, respectively. The Company received a net refund of income taxes of $7,213 and $2,049 in the years ended December 31, 2003 and 2002, respectively, and paid income taxes of $1,682 in the year ended December 31, 2001. During 2003 and 2002, the Company recorded non-cash minimum pension liability adjustments, net of tax, of $3,786 and $7,790, respectively, as a component of Other Comprehensive Loss.

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4.INVENTORIES

Inventories at December 31 were as follows:

	2003		2002
Raw materials	$	4,119	$	4,739
Work in process	13,354		8,820
Finished manufactured goods	14,520		11,429
LIFO adjustment	1,442		1,069
Total inventories	$	33,435	$	26,057

During 2003, 2002 and 2001, certain inventory quantities were reduced, which resulted in liquidations of LIFO inventory layers carried at costs which prevailed in prior years. For the year ended December 31, 2003 the liquidation had no effect on cost of goods sold or net income. For the year ended December 31, 2002, the effect of the liquidation was to increase cost of goods sold by $136 and to decrease net income by $83. For the year ended December 31, 2001, the effect of liquidation was to decrease cost of goods sold by $382 and to increase net income by $241.

5.PROPERTY, PLANT AND EQUIPMENT

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

	2003		2002
Land and land improvements	$	5,907	$	5,307
Buildings	69,199		57,154
Machinery and equipment	404,506		391,509
	479,612		453,970
Less accumulated depreciation and impairment	272,952		242,998
Property, plant and equipment—net	$	206,660	$	210,972

During 2002, the Company evaluated its assets and determined $699 of equipment related to a concerned product line at its Monterrey, Mexico facility to be impaired. This amount is included in cost of goods sold for the year ended December 31, 2002. During 2003, the Company evaluated its assets and determined $1,000 of tooling related to certain wheel program and $257 of equipment related to a certain product line at its London, Ontario facility to be impaired. These amounts were included in cost of goods sold for the year ended December 31, 2003.

6.PROPERTY, PLANT AND EQUIPMENT HELD FOR SALE

During 2001 the Company made the decision to close its facility in Columbia, Tennessee, and committed to a plan to sell the building and property. During 2001 the carrying value of the building was adjusted to fair market value, which was $1,410 lower than net book value (See Restructuring Reserve).  During 2002 the Company evaluated the paint line at the facility and determined $1,604 to be impaired, which is included in cost of goods sold for the year ended December 31, 2002.  As of December 2002, the Columbia, Tennessee facility was available for immediate sale in its present condition and reported as held for sale. During 2003, the property was determined by management to not be available for immediate sale, as defined in SFAS 144, due to current market conditions.  As of December 31, 2003, the property was reported as held and used.

Property, plant and equipment held for sale at December 31, 2002 was comprised of the following:

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Land and land improvements	$	580
Buildings	9,540
Machinery and equipment	200
	10,320
Less accumulated depreciation and impairment	5,496
Property, plant and equipment—net	$	4,824

7.INVESTMENT IN AFFILIATE

Included in “Equity in earnings of affiliates” is the Company’s 50% interest in the earnings of AOT, Inc. (“AOT”). AOT is a joint venture between the Company and The Goodyear Tire & Rubber Company formed to provide sequenced wheel and tire assemblies for Navistar International Transportation Corporation. The Company’s investment in AOT at December 31, 2003 and 2002 totaled $3,106 and $3,621, respectively.

8.LONG-TERM DEBT

Long-term debt at December 31 consists of the following:

	2003		2002
Revolving Credit Facility	$	25,000	$	60,000
Term A Facility			55,404
Term B Facility			69,256
AdM Term Facility			3,125
Term C Facility	96,000		97,000
New Term B Facility	180,000
Senior subordinated notes—net of $425 and $530 unamortized discount	189,475		189,370
	490,475		474,155
Less current maturities	1,900		4,125
Total	$	488,575	$	470,030

Bank Borrowing—The Revolving Credit, Term A, Term B and Term C Advances were issued pursuant to the second amended and restated credit agreement (“Credit Agreement”) dated as of July 27, 2001. The Revolving Credit, Term B and Term C Advances were borrowed by the U.S. Borrower and the Term A Advance was borrowed by Accuride Canada (“Canadian Borrower”). The Credit Agreement consists of: (i) a $55,404 Term A Advance; (ii) a $69,256 Term B Advance; (iii) a $97,000 Term C Advance; and (iv) up to $100,000 under the revolving credit facility (which may be limited to $87,500 based on certain leverage ratios) and trade letters of credit and standby letters of credit up to an aggregate sub-limit of $20,000. Letters of credit of $715 and $665 were outstanding at December 31, 2003 and 2002. Swing line advances may be made up to the lesser of: (1) $10,000; or (2) the aggregate unused revolving credit commitment from time to time.

Effective June 13, 2003 Accuride 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 the Company 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

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facility in an aggregate principal amount of $180 million that matures on June 13, 2007 (“New 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 the Company’s US and Canadian properties and assets to secure the New Term B, (iii) a first priority lien on the Company’s 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 the Company’s 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.

Accuride’s Canadian subsidiary is the borrower under the New Revolver and Accuride has guaranteed the repayment of such borrowing under the Refinancing. As of December 31, 2003, $25.0 million was outstanding under the New Revolver. The New Term B facility requires a $0.9 million repayment on June 13, 2004, June 13, 2005, and June 13, 2006, and $177.3 million on June 13, 2007. The Term C loan requires a $1.0 million repayment on January 21, 2004, and January 21, 2005, and $47.0 million repayment on January 21, 2006 and January 21, 2007.

On December 10, 2003, the Company completed an amendment to the Refinancing. The Company re-priced its New Term B loan at LIBOR plus 525 basis points, a reduction of 100 basis points, and Term C loan at LIBOR plus 325 basis points, a reduction of 75 basis points. In addition, the Company eliminated the LIBOR floor provision for the New Term B loan.

The Company has the option to borrow under the Credit Agreement at the Base Rate or Eurodollar Rate plus an Applicable Margin, as defined in the Credit Agreement. The Applicable Margin shall be adjusted upon the Company achieving certain leverage ratios and varies by type of borrowing. At December 31, 2003, the Company had $25,000 outstanding on the revolving credit facility under the Eurodollar Rate option. The corresponding Eurodollar Rate was 1.44% and the Applicable Margin was 4.00%. At December 31, 2002, the Company had $60,000 outstanding on the revolving credit facility under the Eurodollar Rate option. The corresponding Eurodollar Rate ranged from 1.44% - 2.25% and the Applicable Margin was 3.25%.

The Company’s other Bank Borrowings at December 31, 2003 and 2002 were all borrowed under the Eurodollar Rate option. At December 31, 2003 the corresponding Eurodollar Rates ranged from 1.44% - 1.50%. At December 31, 2002 the corresponding Eurodollar Rates ranged from 1.94% - 2.25%.

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 December 31, 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 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 Credit Agreement. As of December 31, 2003 and 2002, 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 principal outstanding was repaid in March 2003 at the close of the facility.

Interest Rate Instruments—At December 31, 2002, the Company was a party to a 2.73% interest rate cap agreement that expired in January 2003 and was not renewed. As of December 31, 2003, the Company did not have any open interest rate agreements or obligations.

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Maturities of long-term debt, including the bond discount, based on minimum scheduled payments as of December 31, 2003, are as follows:

2004	$	1,900
2005	1,900
2006	72,900
2007	224,300
Thereafter	189,900
Total	$	490,900

9.PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The Company has 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.

In addition to providing pension benefits, the Company also has 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. The majority of these benefits are paid by the Company.

The Company uses a December 31 measurement date for all of its plans.

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Obligations and Funded Status:

	Pension Benefits						Other Benefits
	2003			2002			2003			2002
Change in benefit obligation:
Benefit obligation—beginning of year	$	53,404		$	45,791		$	21,620		$	18,668
Service cost	2,309			2,504			774			665
Interest cost	3,850			3,140			1,417			1,285
Plan participants’ contributions
Actuarial (gains)/losses	5,785			1,007			(192		)	1,620
Benefits paid	(2,306		)	(2,035		)	(619		)	(517		)
Plan amendments				3,357
Foreign currency exchange rate changes	7,902			323			1,399			67
Curtailments/Settlements/Termination Benefits				(683		)				(167		)
Acquisition/transfer
Benefit obligation—end of year	70,944			53,404			24,399			21,620
Change in plan assets:
Fair value of assets—beginning of year	45,418			44,162
Actual return on plan assets	5,980			(1,845		)
Employer contribution	5,251			4,758			619			517
Plan participant’s contribution
Benefits paid	(2,306		)	(2,035		)	(619		)	(517		)
Foreign currency exchange rate changes	7,401			378
Fair value of assets—end of year	61,744			45,418
Reconciliation of funded status:
Unfunded status	(9,200		)	(7,986		)	(24,399		)	(21,620		)
Unrecognized actuarial loss	23,657			17,273			4,998			5,201
Unrecognized prior service cost (benefit)	5,717			5,110			(1,264		)	(1,562		)
Unrecognized net obligation	291			264
Net amount recognized	$	20,465		$	14,661		$	(20,665	)	$	(17,981	)
Amounts recognized in the statement of financial position:
Prepaid benefit cost	$	20,824		$	15,147		$	—		$	—
Accrued benefit liability	(24,376		)	(18,697		)	(20,665		)	(17,981		)
Intangible asset	6,063			5,440
Accumulated other comprehensive loss	17,954			12,771
Net amount recognized	$	20,465		$	14,661		$	(20,665	)	$	(17,981	)

The accumulated benefit obligation for the pension plan was $69,109 and $51,629 at December 31, 2003 and 2002, respectively.

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $59,824, $58,912 and $50,514 respectively, as of December 31, 2003 and $44,792, $44,060 and $36,775, respectively, as of December 31, 2002.

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Components of Net Periodic Benefit Cost:

	Pension Benefits									Other Benefits
	2003			2002			2001			2003			2002			2001
Service cost-benefits earned during the year	$	2,309		$	2,504		$	2,965		$	774		$	665		$	602
Interest cost on projected benefit obligation	3,850			3,140			2,957			1,417			1,285			1,106
Expected return on plan assets	(4,989		)	(4,410		)	(4,410		)
Prior service cost and other amortization (net)	1,373			390			313			(23		)	(127		)	(208		)
Net amount charged to income	2,543			1,624			1,825			2,168			1,823			1,500
Curtailment charge	—			420			—			—			5			—
Total net amount charged to income	$	2,543		$	2,044		$	1,825		$	2,168		$	1,828		$	1,500

Additional Information:

	Pension Benefits				Other Benefits
	2003		2002		2003	2002
Increase in minimum liability included in other comprehensive income	$	5,182	$	12,771	N/A	N/A

Actuarial Assumptions:

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

	Pension Benefits				Other Benefits
	2003		2002		2003		2002
Discount rate	6.00	%	6.50	%	6.00	%	6.50	%
Rate of increase in future compensation levels	3.00	%	4.00	%	3.00	%	4.00	%

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

	Pension Benefits				Other Benefits
	2003		2002		2003		2002
Discount rate	6.50	%	7.00	%	6.50	%	7.00	%
Rate of increase in future compensation levels	3.00	%	4.00	%	3.00	%	4.00	%
Expected long-term rate of return on assets	9.00	%*	9.00	%	N/A		N/A

*For 2003 a  9.5%  return on assets assumption was used for the Canadian plans.

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:

	2003		2002
Health care cost trend rate assumed for next year	11.00	%	10.00	%
Rate to which the cost trend rate is assumed to decline	5.25	%	5.00	%
Year that the rate reaches the ultimate trend rate	2009		2008

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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 2003:

	1-Percentage- Point Increase		1-Percentage- Point Decrease
Effect on total of service and interest cost	$	358	$	(275	)
Effect on postretirement benefit obligation	$	3,417	$	(2,668	)

Plan Assets:

The Company’s pension plan weighted-average asset allocations at December 31, 2003, and 2002, by asset category are as follows:

	2003		2002
Equity securities	56	%	55	%
Debt securities	38	%	38	%
Other	6	%	7	%
Total	100	%	100	%

The Company’s 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.

The Company’s 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 US 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 the Company’s investment policy statement. The Company’s 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 Plan’s strategic asset allocation is based on this long-term perspective.

The Company believes that the plan’s risk and liquidity posture are, in large part, a function of asset class mix. The Company’s 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 plan’s time horizon, risk tolerances, performance expectations and asset class preferences, the following strategic asset allocation was derived:

F-18

	Lower Limit		Strategic Allocation		Upper Limit
Domestic Large Capitalization Equities:
Value	10	%	15	%	20	%
Growth	10	%	15	%	20	%
Index-Passive	15	%	20	%	25	%
Domestic Aggressive Growth Equities:
International Equities	5	%	10	%	15	%
Large-Mid Cap	5	%	10	%	15	%
Fixed Income:
Domestic	25	%	30	%	35	%

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 the Company uses 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—The Company expects to contribute approximately $5,200 to its pension plans and $700 to its other postretirement benefit plan in 2004.

Other Plans—The Company also provides a 401(k) savings plan and a profit sharing 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. Expense associated with these plans for the years ended December 31, 2003, 2002 and 2001 totaled $1,066, $1,391, and $1,108, respectively.

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10.INCOME TAXES

The income tax provision (benefit) from continuing operations for the years ended December 31 is as follows:

	2003			2002			2001
Current:
Federal	$	(350	)	$	(7,697	)	$	—
State	78			77			415
Foreign	1,940			(435		)	689
	1,668			(8,055		)	1,104
Deferred:
Federal	(7,248		)	6,158			(13,745		)
State	(881		)	(1,410		)	(2,455		)
Foreign	3,150			1,782			(1,712		)
Valuation allowance	2,381			7,364			2,972
	(2,598		)	13,894			(14,940		)
Total	$	(930	)	$	5,839		$	(13,836	)

A reconciliation of the U.S. statutory tax rate to the Company’s effective tax rate (benefit) for the years ended December 31, is as follows:

	2003		2002		2001
Statutory tax rate	(35.0	)%	(35.0	)%	(35.0	)%
State and local income taxes (benefit)	(9.4	)	(1.6	)	(5.3	)
Incremental foreign tax (benefit)	33.9		6.2		(2.8	)
Goodwill					2.0
Change in state tax rates					0.6
Change in valuation allowance	24.7		144.3		6.3
Reversal of previously accrued taxes	(25.9	)
Other items—net	2.0		0.6		4.7
Effective tax rate (benefit)	(9.7	)%	114.5	%	(29.5	)%

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

	2003			2002
Deferred tax assets:
Depreciation and amortization	$	14,985		$	17,596
Postretirement and postemployment benefits	8,093			7,170
Other	8,242			4,251
Foreign tax credit				6,626
Alternative minimum tax credit	1,058			1,018
Loss carryforwards	27,591			26,263
Valuation allowance	(5,063		)	(9,391		)
Total deferred tax assets	54,906			53,533
Deferred tax liabilities:
Asset basis and depreciation	12,340			14,970
Pension costs	1,310			1,264
Inventories	1,336			1,304
Other	9,413			9,569
Total deferred tax liabilities	24,399			27,107
Net deferred tax assets	30,507			26,426
Current deferred tax asset	4,276			1,523
Long-term deferred income tax asset—net	$	26,231		$	24,903

The Company’s net operating loss, available in various tax jurisdictions at December 31, 2003 will expire in various periods over the next 20 years. The foreign tax credit carryforward expired in 2003 and was charged against the related valuation allowance. The alternative minimum tax credit carryforward does not expire. 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, except for a valuation allowance related to certain state loss carryforwards.

During 2003, Accuride Corporation completed a refinancing of the debt of its Canadian subsidiary. The transaction resulted in recognition of a $2.1 million taxable gain attributable to significant fluctuations in foreign exchange rates over the term of the original debt. The effective tax rate recognized for foreign subsidiaries has also been significantly impacted by fluctuations in currency and translation adjustments which are recognized differently in foreign jurisdictions.

As a result of the expiration of certain state statutes of limitation during 2003, the Company reversed previously accrued taxes of $2.5 million. In addition, the Company recorded a valuation allowance of approximately $2.4 million against deferred tax assets related to state net operating loss carryforwards, as management concluded that the Company will not likely realize the related tax benefits in future years.

Pursuant to the Job Creation and Worker Assistance Act of 2002, a temporary incentive was added to the Internal Revenue Code to allow for a 5-year net operating loss carryback for fiscal years ending in 2002 and 2001. The Company elected to carry back its 2002 net operating loss to the 1998 pre-acquisition tax year, referred to herein as the “Pre-acquisition Period” (see Note 2). Phelps Dodge agreed to permit the Company to carry back the 2002 net operating loss into the Pre-acquisition Period.

While Phelps Dodge did not pay any regular income tax in 1998 due to the utilization of foreign tax credits, it did incur alternative minimum tax. At December 31, 2002, a tax refund of approximately $7.8 million representing 20% of the alternative minimum tax net operating loss was recorded as a current tax benefit. As the regular tax net

F-21

operating loss utilized in the pre-acquisition period was not expected to result in an income tax benefit, the Company recorded approximately $7.8 million of deferred tax expense. During 2003, the Company completed the carry back claim and received an $8.2 million refund.

The Company intends to permanently reinvest the undistributed earnings of Accuride Canada. Accordingly, no provision for U.S. income taxes has been made for such earnings. At December 31, 2003 Accuride Canada has $17.8 million of cumulative retained earnings.

At December 31, 2003, AdM had no cumulative retained earnings. The Company previously treated undistributed earnings as permanently reinvested. Accordingly, no provision for U.S. income taxes has ever been made for such earnings.

11.STOCK PURCHASE AND OPTION PLAN

Effective January 21, 1998, the Company adopted the 1998 Stock Purchase and Option Plan for key employees of Accuride Corporation and subsidiaries (the “1998 Plan”).

The 1998 Plan provides for the issuance of shares of authorized but not issued or reacquired shares of Common Stock subject to adjustment to reflect certain events such as stock dividends, stock splits, recapitalizations, mergers or reorganizations of or by the Company. The 1998 Plan is intended to assist the Company in attracting and retaining employees of outstanding ability and to promote the identification of their interests with those of the stockholders of the Company. The 1998 Plan permits the issuance of Common Stock (the “1998 Plan-Purchase Stock”) and the grant of non-qualified stock options (the “1998 Plan-Options”) to purchase shares of Common Stock (the issuance of 1998 Plan Purchase Stock and the grant of the 1998 Plan Options pursuant to the 1998 Plan being a “1998 Plan Grant”). Unless sooner terminated by the Company’s Board of Directors, the 1998 Plan will expire ten years after adoption. Such termination will not affect the validity of any 1998 Plan Grant outstanding on the date of the termination.

Pursuant to the original 1998 Plan, 2,667 shares of Common Stock of the Company were reserved for issuance under such plan. In May 2002, an amendment to the Stock Purchase and Option Plan was adopted, that increased the number of shares reserved for issuance under the plan to 3,247.

1998 Plan-Purchase Stock—As of December 31, 2003, 799 shares of Common Stock under the 1998 Plan Purchase Stock totaling $3,996 were outstanding under the terms of stock subscription agreements with various management personnel of the Company.  During 2003 and 2002 no shares were repurchased as treasury stock. The unpaid principal balance of $15 under the stock subscription agreements has been recorded as a reduction of stockholders’ equity.

1998 Plan-Options—The following is an analysis of stock option activity pursuant to the 1998 Plan for each of the last two years ended December 31 and the stock options outstanding at the end of the respective year:

	Year ended December 31,
	2003				2002				2001
	Options		Weighted Average Price		Options		Weighted Average Price		Options		Weighted Average Price
Outstanding—beginning of year	2,369		$	2,851	1,229		$	5,017	1,648		$	5,014
Granted					1,572		$	1,750
Cancelled									(309	)	$	5,000
Forfeited or expired	(194	)	$	3,609	(432	)	$	5,003	(110	)	$	5,006
Outstanding—end of year	2,175		$	2,783	2,369		$	2,851	1,229		$	5,017
Options exercisable—end of year	1,387		$	3,264	1,108		$	3,858	952		$	5,012

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All originally issued time options vest in equal installments over a five-year period from the date of the grant. Subsequently issued time options vest over a four-year period. Performance options vest after approximately eight years, or can vest at an accelerated rate if the Company meets certain performance objectives. As of December 31, 2003, options outstanding have an exercise price ranging between $1,750 and $5,250 per share and a weighted average remaining contractual life of 7.3 years.

In 2001, the Company offered eligible employees the opportunity to exchange performance options with an exercise price of $5,000 per share or more that were scheduled to vest in 2001 and 2002 for new options which the Company granted in 2002 under the 1998 Plan. The new options will vest over a period of four years and have an exercise price of $1,750. In April 2002, the Company issued 190.1 options at $1,750 pursuant to the exchange agreement executed in October, 2001.

12.COMMITMENTS

The Company leases certain plant, office space and equipment for varying periods. Management expects that in the normal course of business, leases will be renewed or replaced by other leases.

Rent expense for the years ended December 31, 2003, 2002 and 2001 was $2,879, $2,443 and $2,372, respectively. Future minimum lease payments for all noncancelable operating leases having a remaining term in excess of one year at December 31, 2003 are as follows:

2004	$	2,129
2005	1,889
2006	1,658
2007	1,281
2008	865
Thereafter	735
Total	$	8,557

13.CONTINGENCIES

The Company is from time to time involved in various legal proceedings of a character normally incident to its business. Management does not believe that the outcome of these proceedings will have a material adverse effect on the consolidated financial condition or results of operations of the Company.

The Company’s operations are subject to federal, state and local environmental laws, rules and regulations. Pursuant to the Recapitalization of the Company on January 21, 1998, the Company was indemnified by PDC with respect to certain environmental liabilities at its Henderson and London facilities, subject to certain limitations. Pursuant to the AKW acquisition agreement on April 1, 1999, in which Accuride purchased Kaiser Aluminum and Chemical Corporation’s (“Kaiser”) 50% interest in AKW, the Company has been indemnified by Kaiser with respect to certain environmental liabilities relating to the facilities leased by AKW (the “Erie Lease”). On February 12, 2002, Kaiser filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware for reorganization under Chapter 11 of the United States Bankruptcy Code, which could limit our ability to pursue indemnification claims, if necessary, from Kaiser.  Management does not believe that the outcome of any environmental proceedings will have a material adverse effect on the consolidated financial condition or results of operations of the Company.

F-23

14.SEGMENT REPORTING

The Company operates in one business segment: the design, manufacture and distribution of wheels and rims for trucks, trailers, and other vehicles.

Geographic Segments—The Company has operations in the United States, Canada, and Mexico which are summarized below.

2003	United States		Canada		Mexico		Eliminations			Combined
Net sales:
Sales to unaffiliated customers—domestic	$	301,548	$	11,226	$	30,106	$	—		$	342,880
Sales to unaffiliated customers—export	17,589				3,789					21,378
Total	$	319,137	$	11,226	$	33,895	$	—		$	364,258
Long-lived assets	$	344,641	$	153,696	$	33,157	$	(166,184	)	$	365,310

2002	United States		Canada		Mexico		Eliminations			Combined
Net sales:
Sales to unaffiliated customers—domestic	$	271,329	$	12,206	$	34,910	$	—		$	318,445
Sales to unaffiliated customers—export	25,103				2,001					27,104
Total	$	296,432	$	12,206	$	36,911	$	—		$	345,549
Long-lived assets	$	352,457	$	131,843	$	37,272	$	(165,021	)	$	356,551

2001	United States		Canada		Mexico		Eliminations			Combined
Net sales:
Sales to unaffiliated customers—domestic	$	258,754	$	10,532	$	35,337	$	—		$	304,623
Sales to unaffiliated customers—export	21,983				5,465					27,448
Total	$	280,737	$	10,532	$	40,802	$	—		$	332,071
Long-lived assets	$	378,184	$	108,191	$	40,995	$	(153,137	)	$	374,233

Sales to three customers exceed 10% of total net sales for the years ended December 31, as follows:

	2003				2002				2001
	Amount		% of Sales		Amount		% of Sales		Amount		% of Sales
Customer one	$	72,205	19.8	%	$	66,576	19.2	%	$	41,073	12.4	%
Customer two	58,657		16.1	%	57,386		16.6	%	70,830		21.3	%
Customer three	47,806		13.1	%	45,464		13.2	%	40,171		12.1	%
	$	178,668	49.0	%	$	169,426	49.0	%	$	152,074	45.8	%

Each geographic segment made sales to all three major customers in 2003.

F-24

15.FINANCIAL INSTRUMENTS

The estimated fair value amounts of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have an effect on the estimated fair value amounts.

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 carrying amounts and related estimated fair values for the Company’s remaining financial instruments are as follows:

	2003				2002
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets
Commodity Price Contracts	$	—	$	—	$	47	$	47
Liabilities
Foreign Exchange Forward Contracts	$	—	$	—	$	114	$	114
Commodity Price Contracts	$	—	$	—	$	9	$	9
Total Debt	$	490,475	$	501,665	$	474,155	$	368,265

Fair values relating to derivative financial instruments reflect the estimated amounts that the Company would receive or pay to terminate the contracts at the reporting date based on quoted market prices of comparable contracts as of December 31.

The fair value of the Company’s long-term debt has been determined on the basis of the specific securities issued and outstanding. All of the Company’s long-term debt is at variable rates at December 31, 2003 and 2002 except for the senior subordinated notes which have a fixed interest rate of 9.25% (see Note 8).

16.RELATED PARTY TRANSACTIONS

Effective January 21, 1998, the Company and KKR entered into a management agreement providing for the performance by KKR of certain management, consulting and financial services for the Company. The Company expensed approximately $600 in each of the three years ended December 31, 2003, pursuant to such management agreement. As of December 31, 2003 and 2002, the Company had recorded a Prepaid Expense of $0 and $150, respectively, to KKR for these services.

17.QUARTERLY DATA (Unaudited)

The following table sets forth certain quarterly income statement information of the Company for the fiscal years ended December 31, 2003 and 2002:

F-25

	2003
(Dollars in Thousands)	Q1			Q2			Q3			Q4			Total
Net sales	$	88,248		$	94,207		$	87,439		$	94,364		$	364,258
Gross profit (2)	15,621			18,517			13,148			15,544			62,830
Operating expenses	5,889			6,305			5,499			6,225			23,918
Income from operations	9,732			12,212			7,649			9,319			38,912
Equity earnings (loss) of affiliates	181			199			81			24			485
Other expense (1)	(9,453		)	(20,561		)	(10,291		)	(8,747		)	(49,052		)
Net income (loss)	(578		)	(5,953		)	(2,793		)	599			(8,725		)

	2002
(Dollars in Thousands)	Q1			Q2			Q3			Q4			Total
Net sales	$	77,804		$	94,585		$	92,972		$	80,188		$	345,549
Gross profit	11,727			18,902			18,604			10,084			59,317
Operating expenses	6,736			6,693			6,207			4,378			24,014
Income from operations	4,991			12,209			12,397			5,706			35,303
Equity earnings (loss) of affiliates	39			66			111			(34		)	182
Other expense (1)	(9,059		)	(8,372		)	(14,128		)	(9,028		)	(40,587		)
Net income (loss)	(3,374		)	1,977			(594		)	(8,950		)	(10,941		)

(1)Included in other expense are interest income, interest expense, and other income (expense), net. Also included in the quarter ended June 30, 2003 is $11,257 of refinancing costs.

(2)Included in cost of sales for the quarter ended December 31, 2003 is the reversal of $860 in accrued liabilities for which management determined no obligation of the Company existed.

******

F-26

SCHEDULE II

ACCURIDE CORPORATION

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

	Balance at Beginning of Period		Charges (credits) to Cost and Expenses			Recoveries		Write-Offs			Balance at end of Period
Reserves deducted in balance sheet from the asset to which applicable:
Accounts Receivable:
December 31, 2001	$	806	$	1,035		$	275	$	(668	)	$	1,448
December 31, 2002	1,448		(169		)	378		(293		)	1,364
December 31, 2003	1,364		(259		)	7		(290		)	822

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 17, 2004

ACCURIDE CORPORATION
BY:	/s/ Terrence J. Keating
	Terrence J. Keating
	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/ Terrence J. Keating	President and Chief Executive Officer (Principal Executive Officer)and Director	March 17, 2004
Terrence J. Keating
/s/ John R. Murphy	Executive Vice President/Chief Financial Officer, Secretary and Chief Financial Officer (Principal Financial and Accounting Officer)	March 17, 2004
John R. Murphy
/s/ James H. Greene, Jr.	Director	March 17, 2004
James H. Greene, Jr.
/s/ Frederick M. Goltz	Director	March 17, 2004
Frederick M. Goltz
Todd A. Fisher	Director	March 17, 2004

EX-10.11

Exhibit 10.11

THIRD AMENDMENT TO LEASE AGREEMENT

This Third Amendment to Lease Agreement (the “Amendment”) is made and entered into this      day of November, 2003, by and between SARUM MANAGEMENT, INC.,  75 Marc Avenue, Cuyahoga Falls, Ohio 44223, as agent of the Owner, (hereinafter referred to as “Lessor”) and ACCURIDE ERIE L.P. (previously known as AKW, L.P.), 1015 East 12th Street, Suite 200, P.O. Box 29, Erie, PA 16503, as successor by assignment to Kaiser Aluminum and Chemical Corp. (hereinafter referred to as “Lessee”).

WITNESSETH:

WHEREAS, the parties hereto by their predecessors in interest, have entered into a Lease Agreement, dated November 1, 1988, have entered into a First Amendment to Lease Agreement, dated September 30, 1999, and have entered into a Second Amendment to Lease Agreement dated, March 27, 2001 (hereinafter collectively referred to as the “Lease Agreement”).

WHEREAS, the parties desire to modify the Lease Agreement pursuant to the terms hereof.

AGREEMENT:

NOW, THEREFORE, for valuable consideration, including the covenants herein contained, receipt of which is hereby acknowledged, the parties agree as follows:

A.            Paragraph THREE: TERM, RENEWAL AND ASSIGNMENT, of the Lease Agreement, is hereby amended and restated in its entirety to read as follows:

The term of this Lease shall commence on November 1, 1988 and terminate on December 31, 2007 (the “Term”).

Lessee shall have the option to renew the Lease for two (2) successive two (2) year periods (each, an “Additional Term”) by providing Lessor with written notice of Lessee’s intent to renew the Lease at least one hundred fifty (150) days prior to the expiration of the Term or Additional Term, as the case may be.  The first Additional Term shall commence on January 1, 2008 and terminate at 11:59 p.m. on December 31, 2009 (the “First Additional Term”).  The second Additional Term shall commence on January 1, 2010 and terminate at 11:59 p.m. on December 31, 2011 (the “Second Additional Term”).

B.            Paragraph FOUR: RENT, of the Lease Agreement, is hereby amended and restated in its entirety to read as follows:

For the period from July 1, 2003 through June 30, 2005, Lessee agrees to pay to Lessor a monthly rental amount of Thirty Six Thousand Two Hundred Ninety One and 53/100 Dollars ($36,291.53).  For the period of July 1, 2005 through June 30, 2007, Lessee agrees to pay to Lessor a monthly rental amount of Thirty Eight Thousand Five Hundred One and 68/100 Dollars ($38,501.68).  For the period of July 1, 2007 through December 31, 2007, Lessee agrees to pay

to Lessor a monthly rental amount of Forty Thousand Eight Hundred Forty Six and 43/100 Dollars ($40,846.43).  In the event Lessee elects to renew the Lease for the First Additional Term, Lessee agrees to pay to Lessor a monthly rental amount for the period of January 1, 2008 through June 30, 2009 of Forty Thousand Eight Hundred Forty Six and 43/100 Dollars ($40,846.43) and for the period of July 1, 2009 through December 31, 2009, Lessee agrees to pay to Lessor a monthly rental amount of Forty Three Thousand Three Hundred Thirty Three and 98/100 Dollars ($43,333.98).  In the event Lessee elects to renew the Lease for the Second Additional Term, Lessee agrees to pay to Lessor a monthly rental amount for the Second Additional Term of Forty Three Thousand Three Hundred Thirty Three and 98/100 Dollars ($43,333.98).

C.            The third paragraph of Paragraph SIX, ACCEPTANCE AND MAINTENANCE, of the Lease Agreement is hereby amended and restated in its entirety to read as follows:

Lessor shall maintain the exterior of the Leased Premises and common exterior grounds at Lessor’s own expense, provided, however, that Lessee shall be obligated to maintain and/or repair at its own expense any damage to the interior of the Leased Premises or the exterior of the Leased Premises caused by misuse or the negligent or wrongful acts of Lessee’s agents, invitees or employees, ordinary wear and tear, damage by casualty and depreciation excepted; provided further that Lessee shall be obligated to repair and/or maintain at its own expense any Capital Improvements made by Lessee in accordance with Paragraph FIFTEEN, CAPITAL IMPROVEMENT CREDIT of this Lease.

D.            Add a new Paragraph as follows:  The first sentence of the second paragraph of Paragraph Eight, “Insurance and Indemnification” of the Lease Agreement is hereby amended and restated in its entirety to read as follows:

Lessee, at its sole expense, shall insure Lessee’s personal property, equipment, machinery, fixtures, and alterations, improvements, repairs and additions which it makes pursuant to Paragraph Eleven hereunder, against loss by fire or other casualty normally covered by risk insurance coverage, with Lessor named as an additional insured.

E.Paragraph ELEVEN, ALTERATIONS, of the Lease Agreement is hereby amended and restated in its entirety to read as follows:

Lessee, from time to time at its expense and without the prior consent of Lessor, may make such alterations, improvements, repairs and additions to and upon the Leased Premises and install therein such fixtures, equipment, furniture and property as it may consider advisable for the conduct of its business.  Lessee will not, without the prior written consent of Lessor, make or suffer to be made by or on behalf of Lessee any alterations, improvements or additions which will affect the structural portions of the Leased Premises.  Lessor agrees that it will not unreasonably withhold or delay consent to the making of such alterations, improvements or additions.  Lessee shall not be obligated to remove, alter or change any alterations, improvements, repairs or additions, or to restore the Leased Premises to their prior condition, upon the expiration of the Term or Additional Term, as the case may be, or earlier termination of

this Lease; provided, however, that Lessee may, at its option and in its sole discretion, remove any alterations, improvements, repairs or additions made pursuant to this paragraph prior to the expiration of the Term or Additional Term, as the case may be, or earlier termination of this Lease.

In the event Lessee exercises its option to remove any alterations, improvements, repairs or additions as herein permitted, it shall restore the Leased Premises to the condition existing prior to the alteration, improvement, repair or addition.

F.             The following paragraph shall be included as an additional provision in the Lease Agreement:

SIXTEEN: INFRASTRUCTURE REPAIRS

Lessor agrees to repair the infrastructure of the Leased Premises at its own expense in accordance with Exhibit B attached hereto (the “Repair Schedule”).  Each repair to be made pursuant to Exhibit B shall be made by persons or entities previously approved by both Lessor and Lessee.  In the event Lessor fails to make a repair as and when required by the terms and conditions in the Repair Schedule, Lessee shall have the right to remedy such failure and offset Lessee’s next monthly rental payment (the “Next Rental Payment”) by an amount equal to all costs and expenses incurred by Lessee in remedying such failure (the “Remedy Expenses”).  To the extent the Next Rental Payment is insufficient to offset the amount of the Remedy Expenses in full, the monthly rental payment or payments following the Next Rental Payment shall be offset by an amount equal to the difference between the Remedy Expenses and Next Rental Payment until such Remedy Expenses have been reimbursed in full.  Lessee shall not be entitled to offset any monthly rental payment unless and until Lessee has given Lessor written notice of default in compliance with the Repair Schedule and Lessor has failed to remedy the default in compliance with the Repair Schedule within [[thirty (30)]] days of Lessor’s receipt of such notice.  Further, Remedy Expenses shall include only expenses incurred by Lessee with third party contractors that are negotiated on an arms’ length basis, and in no event shall Remedy Expenses include consequential damages.

F.             All other terms and conditions of the Lease Agreement shall remain as set forth therein and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have hereunto set their hands on the      day of November, 2003.

	SARUM MANAGEMENT, INC.
	By:
	Its:
	ACCURIDE ERIE L.P.
	By:
	Title:
STATE OF OHIO	)
	) SS:
COUNTY OF SUMMIT	)

BEFORE ME, a Notary Public, in and for such County and State, personally appeared the above-named, Sarum Management, Inc., by                                        , its                                        , who acknowledged that [[he]] [[she]] did sign the foregoing instrument and that the same is [[his]] [[her]] free act and deed and the free act and deed of such entity.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this      day of November, 2003.

	Notary Public
STATE OF INDIANA	)
	) SS:
COUNTY OF VANDERBURGH	)

BEFORE ME, a Notary Public, in and for such County and State, personally appeared the above-named, ACCURIDE ERIE L.P., by David K. Armstrong, Attorney in Fact, who acknowledged that he did sign the foregoing instrument and that the same is his free act and deed and the free act and deed of such entity.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this      day of November, 2003.

Notary Public

EXHIBIT B

Repair	Description	Mandatory Completion Date
Ducts	Lessor shall replace each of the two “make-up” air canvas ducts with a NFPA approved spiral or rectangular metal duct	On or before December 31, 2003
Walls and ceiling in production area	Lessor shall paint the walls and ceiling in the production area of the Leased Premises.	On or before December 31, 2003.
Vending and Office Areas	Lessor shall restore the walls, ceilings and floors with materials comparable to the materials existing immediately prior to the recent casualty and to a condition comparable to the condition existing immediately prior to the recent casualty.	On or before December 31, 2003.

EX-10.18

Exhibit 10.18

ACCURIDE CORPORATION

SUPPLEMENTAL SAVINGS PLAN

(As amended and restated effective January 1, 2003)

ARTICLE I

PREAMBLE

Accuride Corporation (the “Company”) previously adopted the Accuride Corporation Supplemental Savings Plan (the “Plan”), effective January 1, 1998.  The Company now wishes to amend and restate the Plan, effective January 1, 2003, to eliminate the Company contribution features of the Plan and to provide for the distribution of any amounts previously allocated to the Employer Contributions Accounts.  With this amendment and restatement, the Company also makes certain other changes to the Plan.

The purpose of the Plan is to provide a select group of management or highly compensated employees of the Company and certain of its affiliates with the opportunity to defer a portion of their compensation.  As a result, the Plan shall be considered to be a “top hat plan”, exempt from many of the requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”).  This Plan is not intended to “qualify” for favorable tax treatment pursuant to Section 401(a) of the Internal Revenue Code of 1986 (the “Code”) or any successor section or statute.

ARTICLE II

DEFINITIONS

2.1          DEFINITIONS.

When a word or phrase appears in this Plan with the initial letter capitalized, and the word or phrase does not begin a sentence, the word or phrase shall generally be a term defined in this Section 2.1 or in the Preamble.  The following words and phrases used in the Plan with the initial letter capitalized shall have the meanings set forth in this Section 2.1, unless a clearly different meaning is required by the context in which the word or phrase is used:

(a)           “Account” or “Accounts” means the accounts which may be maintained by the Plan Administrator to reflect the interest of a Participant under the Plan.

(b)           “Affiliate” means (1) a corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as is the Company, (2) any other trade or business (whether or not incorporated) controlling, controlled by, or under common control with the Company (within the meaning of Section 414(c) of the Code), and (3) any other corporation, partnership, or other organization which is a member of an affiliated service group (within the meaning of Section 414(m) of the Code) with the Company or which is otherwise required to be aggregated with the Company  pursuant to Section 414(o) of the Code.

(c)           “Base Salary” means the total regular salary paid by an Employer to a Participant during the Plan Year, determined prior to any deferrals made by the Employee under this Plan, the Savings Plan or a cafeteria plan within the meaning of Code Section 125.  “Base Salary” excludes commissions, bonuses, overtime, living or other allowances, contributions by an Employer under this Plan or any other employee benefit plan of the Employer or other extra, incentive, premium, contingent, supplemental, or additional compensation, all as determined and defined by the Plan Administrator in the exercise of its discretion.

(d)           “Beneficiary” means the person or trust that a Participant, in his most recent written designation filed with the Plan Administrator, shall have designated to receive his Accounts under the Plan in the event of his death.

(e)           “Board of Directors” means the Board of Directors of the Company.

(f)            “Cash Balance Contributions Account” means the Account maintained to record the “Cash Balance Contributions”, if any, made by an Employer on behalf of a Participant pursuant to the provisions of this Plan as in effect prior to the adoption of this amended and restated Plan document.

(g)           “Change of Control”  For purposes of this Plan, a “Change of Control” shall be deemed to have taken place at the time:  (1) when any “person” or “group” of persons (as such terms are used in Sections 13 and 14 of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”)), other than the Company or any employee benefit plan sponsored by the Company, becomes the “beneficial owner” (as such term is used in Section 13 of the Exchange Act) of 25% or more of the total number of the Company’s common shares at the time outstanding; (2) of the approval by the vote of the Company’s stockholders holding at least 50% (or such greater percentage as may be required by the Certificate of Incorporation or By-Laws of the Company or by law) of the voting stock of the Company of any merger, consolidation, sale of assets, liquidation or reorganization in which the Company will not survive as a separate entity, provided, that if a merger or consolidation would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into voting securities of the surviving entity, at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, the merger or consolidation will be disregarded; or (3) when the individuals who, at the beginning of any period of two years or less, constituted the Board of Directors of the Company cease, for any reason, to constitute at least a majority thereof, unless the election or nomination for election of each new director was approved by the vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period.

(h)           “Compensation” means the sum of a Participant’s Base Salary and Incentive Compensation.  A Participant’s Retirement Allowance will be disregarded.

(i)            “Deferral Contributions” means the Regular and Special Purpose Deferral Contributions made by a Participant pursuant to Section 4.1.

2

(j)            “Deferral Contributions Account” means the Account maintained to record the Deferral Contributions made by a Participant pursuant to Section 4.1.  The Deferral Contributions Account shall be divided into as many subaccounts as the Plan Administrator deems necessary to distinguish between the different types of Deferral Contributions and the dates on which they are to be distributed.

(k)           “Disability” For purposes of this Plan, a Participant shall be conclusively presumed to be under Disability only during the period of time that the Participant qualifies to receive, without considering any offsets, long-term disability payments under his Employer’s Long Term Disability Insurance Plan.

(l)            “Distribution Date” means the date or dates selected by the Participant and agreed to by the Plan Administrator on the form prescribed by the Plan Administrator as the date or dates on which the Participant’s Special Purpose Deferral Contributions are to be distributed to the Participant.

(m)          “Employee” means any individual classified by his Employer as a common law employee of the Employer.  For this purpose, the classification that is relevant is the classification in which such individual is placed by the Employer for purposes of this Plan and the classification of such individual for any other purpose (e.g., employment tax or withholding purposes) shall be irrelevant.  If an individual is characterized as a common law employee of the Employer by a governmental agency or court but not by the Employer, such individual shall be treated as an employee who has not been designated for participation in this Plan.

(n)           “Employer” means the Company and any Affiliate that has adopted this Plan pursuant to Section 3.5.

(o)           “Employer Contributions Accounts” means the Cash Balance Contributions Account, the Profit Sharing Contributions Account and the Matching Contributions Account maintained for a Participant.

(p)           “Incentive Compensation” means the amount awarded to any Participant in any year under the Accuride Corporation Annual Incentive Compensation Plan or under any other incentive or bonus program adopted by his Employer.

(q)           “Investment Fund” means the investment fund or funds established by the Plan Administrator pursuant to Section 6.3.

(r)           “Matching Contributions Account” means the Account maintained to record the “Matching Contributions”, if any, made by an Employer on behalf of a Participant pursuant to the provisions of this Plan as in effect prior to the adoption of this amended and restated Plan document.

(s)           “Normal Retirement Age” shall have the same meaning as provided under the Retirement Plan.

3

(t)            “Participant” means any Employee selected for participation pursuant to Section 3.1.  Depending on the context, the term Participant also may refer to a current or former Employee who no longer is making contributions to the Plan but who has not received a distribution of all amounts to which he is entitled.

(u)           “Plan Administrator” means the Company, but the Company may carry out some or all of its responsibilities under the Plan in accordance with Section 9.3.

(v)            “Plan Year” means the 12 month period beginning on each January 1 and ending on the next following December 31.

(w)           “Profit Sharing Contributions Account” means the Account maintained to record the “Profit Sharing Contributions” made on behalf of a Participant pursuant to the provisions of this Plan as in effect prior to the adoption of this amended and restated Plan document.

(x)           “Regular Deferral Contribution” means a Deferral Contribution that may only be distributed following a Participant’s termination of employment.

(y)           “Retirement Allowance”  with respect to any calendar year means the amount a Participant is entitled to receive in accordance with the terms of the Company’s Retirement Allowance Policy, as in effect and amended from time to time.

(z)           “Retirement Plan” means the Accuride Retirement Plan, as in effect and amended from time to time.  The Retirement Plan was formerly known as the Accuride Cash Balance Pension Plan.

(aa)         “Savings Plan” means the Accuride Employee Savings Plan, as in effect and amended from time to time.

(bb)         “Special Purpose Deferral Contribution” means a Deferral Contribution that will become distributable upon a Distribution Date designated by the Participant on the form prescribed by the Plan Administrator.

(cc)         “Trust Agreement” means that certain trust agreement established pursuant to the Plan between the Company and the Trustee or any trust agreement hereafter established, the provisions of which are incorporated herein by reference.

(dd)         “Trustee” means the Trustee under the Trust Agreement.

(ee)         “Trust Fund” means all assets of whatsoever kind or nature held from time to time by the Trustee pursuant to the Trust Agreement, without distinction as to income and principal and without regard to source, (i.e., Employer or Participant contributions, earnings or forfeitures).

(ff)           “Valuation Date” means each day on which the New York Stock Exchange is open for trading.

4

2.2          CONSTRUCTION.

The masculine gender, where appearing in the Plan, shall include the feminine gender (and vice versa), and the singular shall include the plural, unless the context clearly indicates to the contrary.  Headings and subheadings are for the purpose of reference only and are not to be considered in the construction of this Plan.  If any provision of this Plan is determined to be for any reason invalid or unenforceable, the remaining provisions shall continue in full force and effect.  All of the provisions of this Plan shall be construed and enforced in accordance with the laws of the State of Indiana, to the extent not preempted by ERISA.

ARTICLE III

ELIGIBILITY

3.1          SELECTION OF PARTICIPANTS.

(a)           GENERAL RULE.  For purposes of Title I of ERISA, the Plan is intended to be an unfunded plan of deferred compensation covering a select group of management or highly compensated employees.  As a result, participation in the Plan shall be limited to Employees who are properly included in one or both of these categories.  From such group, the Plan Administrator shall select Employees for participation in the Plan.  The Plan Administrator’s selections shall be made in its discretion and shall be final and binding for all purposes under this Plan.

(b)           NO WAITING PERIODS.  A Participant need not complete any particular period of service in order to be eligible to make Deferral Contributions.

(c)           LIMITATION OF PARTICIPATION.  The Plan Administrator, in the exercise of its discretion, may exclude an Employee who otherwise meets the requirements of this Section 3.1 from participation in the Plan.

3.2          PARTICIPATION ELECTIONS.

Each Participant shall make an election to participate in the Plan on such form or forms and at such time as the Plan Administrator shall require.  In the election, the Participant shall select the amount or rate of Deferral Contributions to be made for the following Plan Year and shall characterize the Deferral Contributions as either Regular or Special Purpose Deferral Contributions.  If Special Purpose Deferral Contributions are being made, the Participant also shall select a Distribution Date or Distribution Dates for such Contributions.  If Regular Deferral Contributions are being made, the Participant shall select the manner in which distributions are to be made from the Participant’s Accounts and whether distributions are to commence immediately following the Participant’s termination of employment or whether they are to be postponed until the later of termination of employment or a specified date.  If the Participant elects to make any type of Deferral Contributions, the Participant shall authorize the reduction of the Participant’s Compensation in an amount equal to his Deferral Contributions.  The election

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form or forms also may set forth such other information as the Plan Administrator shall require.  If a Participant’s initial election form is executed and delivered within 30 days of the day on which the Participant is notified that he is eligible to participate in the Plan, the Participant’s Deferral Contributions may be determined with reference to Compensation earned on or after the first day of the first full payroll period next following receipt of the election form by the Plan Administrator or as of such other uniform date (not earlier than the first day of the next full payroll period) as may be designated by the Plan Administrator.  If the Participant does not execute and deliver an initial election form within the initial 30 day period, the Participant’s Deferral Contributions may be determined with reference to Compensation earned on or after the first day of the first payroll period in any later Plan Year if the Participant executes and delivers the appropriate form or forms to the Plan Administrator at least 30 days (or such other period specified by the Plan Administrator pursuant to rules of uniform application) prior to the first day of such Plan Year.

3.3          REVISED ELECTIONS.

A Participant must file a new election form prior to the beginning of each Plan Year which shall set forth the amount or rate of his Deferral Contributions for the new Plan Year, and also shall characterize the Deferral Contributions as either Regular or Special Purpose Deferral Contributions.  If Special Purpose Deferral Contributions are being made, the new election form also shall set forth the Distribution Date or Distribution Dates for such Contributions.  The new amount or rate of Deferral Contributions will only apply to Deferral Contributions made for the relevant Plan Year and the new form must be filed at least 30 days (or such other period specified by the Plan Administrator pursuant to rules of uniform application) before the first day of such Plan Year.  A Participant may change the method of distributions or the timing of the commencement of distributions of Regular Deferral Contributions at any time by filing the appropriate form as prescribed by the Plan Administrator.  The new election will be honored only if the appropriate form is filed at least one (1) year prior to the Participant’s termination of employment.  A Participant may not change the Distribution Date for Special Purpose Deferral Contributions that are made prior to the date on which a new election form is effective.  In a new election form, however, the Participant may designate a different or additional Distribution Date for Special Purpose Deferral Contributions to be made in the future.

3.4          DISCONTINUANCE OF PARTICIPATION.

Once an individual is designated as a Participant, he will continue as such for all future Plan Years unless and until the Plan Administrator specifically acts to discontinue his participation or the Participant’s participation is suspended pursuant to Section 5.3(c).  The Plan Administrator may discontinue a Participant’s participation in the Plan at any time for any or no reason.  If a Participant’s participation is discontinued, he will no longer be eligible to make Deferral Contributions.  The Participant will not be entitled to receive a distribution, however, until the occurrence of one of the events listed in Articles V or VIII, unless the Plan Administrator, in the exercise of its discretion, directs that a distribution be made as of an earlier date, in which case the Participant’s Accounts shall be distributed on the same basis as if the Participant’s employment had been terminated.

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3.5          ADOPTION BY AFFILIATES.

Any Affiliate of the Company may adopt this Plan with the approval of the Plan Administrator.  Any Affiliate that permits an Employee to make Deferral Contributions pursuant to Section 4.1 shall be deemed to have adopted this Plan without any further action.  At the request of the Plan Administrator, however, the Affiliate shall evidence its adoption of the Plan by an appropriate resolution of its Board of Directors or in such other manner as may be authorized by the Plan Administrator.  By adopting this Plan, the Affiliate shall be deemed to have agreed to make the contributions called for by Article IV, agreed to comply with all of the other terms and provisions of this Plan, delegated to the Plan Administrator the power and responsibility to administer this Plan with respect to the Affiliate’s Employees, and delegated to the Company the full power to amend or terminate this Plan with respect to the Affiliate’s Employees.

3.6          CHANGE IN AFFILIATE STATUS.

If an Affiliate that has adopted this Plan ceases to be an Affiliate of the Company, that Affiliate shall no longer be an Employer and all Participants employed by that Affiliate on the date the Affiliate ceases to be an Affiliate shall be deemed to have terminated employment on such date.

3.7          SPECIAL ARRANGEMENTS.

The Company has the discretion to enter into special arrangements with individuals which allow such individuals to receive benefits on some basis other than pursuant to the provision of ARTICLES III, IV and V.  All such special arrangements shall be set forth in writing.  The remaining provisions of this Plan may apply to any such individual if the Company and the individual so agree; provided, however, that if any provision of this Plan conflicts with a provision included in the written document that describes the special arrangement, the provision of the written document shall control.

ARTICLE IV

CONTRIBUTIONS

4.1          PARTICIPANT CONTRIBUTIONS.

(a)           GENERAL RULE.  For any Plan Year, a Participant may elect to defer a portion of the Base Salary or Incentive Compensation otherwise payable to him.  Any such deferrals shall be expressed in whole percentages or as a specific dollar amount, as specified in the Participant’s election form.  Except as otherwise provided in Section 13.4, amounts deferred shall be transferred by the Company or the appropriate Affiliate to the Trust.  A Participant may not elect to defer any portion of his Retirement Allowance.

(b)           REGULAR OR SPECIAL PURPOSE DEFERRAL CONTRIBUTIONS.  As provided in Sections 3.2 and 3.3, in each election form filed by a Participant, the Participant shall

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characterize his Deferral Contributions as Regular Deferral Contributions or Special Purpose Deferral Contributions.  Pursuant to Article V, Regular Deferral Contributions are only distributable following the Participant’s termination of employment.  Special Purpose Deferral Contributions become distributable upon the Distribution Date specified by the Participant. Unless the Plan Administrator adopts rules limiting the number of Distribution Dates that a Participant may specify, the Participant may designate any number of Distribution Dates.

(c)           LIMITATIONS ON DEFERRALS.  The Plan Administrator may limit a Participant’s Deferral Contributions in accordance with such uniform rules as it may adopt from time to time.

(d)           CHANGE IN CONTRIBUTIONS.  As provided in Section 3.3, a Participant must file a new election form prior to each new Plan Year to select the amount or rate of Deferral Contributions for the following Plan Year.  If a Participant does not file a new election form at such time, no Deferral Contributions will be withheld from the Participant’s Compensation during the following Plan Year.

(e)           SUSPENSION OF DEFERRAL CONTRIBUTIONS.  A Participant may suspend the Deferral Contributions being made from his Base Salary at any time by so notifying the Plan Administrator in writing and in accordance with such rules of uniform application as the Plan Administrator may adopt from time to time.  If a Participant suspends his Deferral Contributions with respect to Base Salary, the Participant may not file a new election form electing to make Deferral Contributions with respect to Base Salary until the December 1 of the year following the year in which such suspension occurred.  The Deferral Contributions made pursuant to such new election form may then commence in accordance with the provisions of Section 3.3.  A Participant may not suspend the Deferral Contributions being made from his Incentive Compensation.

4.2          EMPLOYER CONTRIBUTIONS.

Pursuant to the provisions of this Plan as in effect prior to the adoption of this amended and restated Plan document, the Employer made Cash Balance Contributions, Matching Contributions and Profit Sharing Contributions on behalf of its eligible Employees.  These contributions were allocated to the Participants’ Cash Balance Contributions Accounts, Matching Contributions Accounts, and Profit Sharing Contributions Accounts.  All Cash Balance Contributions, Matching Contributions, and Profit Sharing Contributions have been discontinued, effective as of January 1, 2003.  The Cash Balance Contributions Accounts, Matching Contributions Accounts, and Profit Sharing Contributions Accounts will be distributed pursuant to Section 8.1.

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ARTICLE V

IN-SERVICE DISTRIBUTIONS AND WITHDRAWALS

5.1          SPECIAL PURPOSE DEFERRAL CONTRIBUTIONS.

A Participant may designate a Distribution Date for Special Purpose Deferral Contributions in his initial or any subsequent election form. If the Participant makes such an election, the subaccount in the Participant’s Deferral Contributions Account that is maintained in order to record the Special Purpose Deferral Contributions that are to be distributed as of that Distribution Date will be distributed to the Participant as of the Distribution Date in one lump sum payment.  The Distribution Date election shall apply only to subaccounts attributable to Special Purpose Deferral Contributions and no amounts attributable to Regular Deferral Contributions subaccounts or Employer Contributions Accounts will be distributed pursuant to a  Distribution Date election.  As a general rule, the death, Disability, or other termination of employment of a Participant shall not have any impact on the timing of the distribution of Special Purpose Deferral Contribution subaccounts, which will be distributed to the Participant (or the Participant’s Beneficiary in the case of death) as of the originally selected Distribution Date even though the Participant is no longer employed by an Employer.  In the exercise of its discretion, however, the Plan Administrator may order the distribution of all or any of said subaccounts at any time following the Participant’s death, Disability or other termination of employment and prior to the designated Distribution Date.

5.2          HARDSHIP.

In the event of an unforeseeable financial emergency, a Participant may make a written request to the Plan Administrator for a hardship withdrawal from his Deferral Contributions Account.  The maximum hardship withdrawal shall be the balance of the Account or Accounts to which such hardship withdrawal is charged.  For purposes of this Plan, an “unforeseeable financial emergency” is defined as a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or a dependent (as such term is defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  The granting of a Participant’s request for a hardship withdrawal shall be left to the absolute, unfettered discretion of the Plan Administrator and the Plan Administrator may deny such request even if an unforeseeable financial emergency clearly exists.  A request for a hardship withdrawal must be made in writing at least 30 days in advance, on a form provided by the Plan Administrator, and must be expressed as a specific dollar amount.  The amount of a hardship withdrawal may not exceed the lesser of the amount required to meet the Participant’s unforeseeable financial emergency or the maximum withdrawal referred to above.  A hardship withdrawal will not be permitted to the extent that the hardship is or may be relieved through reimbursement or compensation by insurance or otherwise, liquidation of the Participant’s assets to the extent that such liquidation would not itself cause a severe financial hardship, by the cessation of Deferral Contributions, or by a loan from the Savings Plan.

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5.3          ACCELERATION OF BENEFITS.

(a)           GENERAL.  A Participant may elect to receive an accelerated withdrawal from his Deferral Contributions Account by filing an election with the Plan Administrator on such forms as may be prescribed from time to time by the Plan Administrator.  If a Participant who is a current Employee makes such an election, except as otherwise provided below, the Participant shall receive a single lump sum payment equal to 90% of the Participant’s Deferral Contributions Account balance.  If a Participant who is no longer an Employee makes such an election, except as otherwise provided below, the Participant shall receive a single lump sum payment equal to 80% of the Participant’s Deferral Contributions Account balance.  For purposes of determining the amount to be distributed, the Participant’s Deferral Contributions Account shall be valued as of the effective date of the withdrawal.  The accelerated withdrawal shall be paid as soon as reasonably possible following the effective date.

(b)           FORFEITURE.  A Participant who is a current Employee shall forfeit the remaining 10% of his Deferral Contributions Account as of the day on which the accelerated withdrawal is distributed to the Participant.  A Participant who is a former Employee shall forfeit the remaining 20% or his Deferral Contributions Account as of the day on which the accelerated withdrawal is distributed to the Participant.

(c)           SUSPENSION OF PARTICIPATION.  If a Participant elects to receive an accelerated withdrawal, the Participant’s right to make Deferral Contributions shall be suspended for 12 months from the date the accelerated withdrawal is paid to the Participant.  Upon expiration of the 12-month suspension period, the Participant shall be permitted to execute a new election form and to begin making Deferral Contributions  as of the first day of the first payroll period in any subsequent Plan Year.

5.4          LIMITATION ON DISTRIBUTIONS.

To the extent that any payment under this Article, 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, exceeds the limitations on deductibility under Section 162(m) of the Code, such payment shall, in the discretion of the Plan Administrator, be deferred to a later calendar year.  Such deferred amounts shall be paid in the next succeeding calendar year, provided that such payment, when combined with any other payments 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.

ARTICLE VI

CREDITING OF CONTRIBUTIONS AND EARNINGS

6.1          TRANSFER TO TRUSTEE; ALLOCATION OF CONTRIBUTIONS.

All Deferral Contributions shall be transmitted to the Trustee by the Company and the adopting Affiliates as soon as reasonably practicable.  The Deferral Contributions made by a

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Participant shall be credited to the Deferral Contributions Account for that Participant.  The Plan Administrator shall maintain a separate subaccount within the Deferral Contributions Account to record the Special Purpose Deferral Contributions (and any investment earnings or losses attributable to those Special Purpose Deferral Contributions) that are to be distributed as of each Distribution Date selected by a Participant. The Plan Administrator also may maintain such other subaccounts as it deems necessary or desirable.  All payments from an Account between Valuation Dates shall be charged against the Account as of the preceding Valuation Date.  The Accounts are bookkeeping accounts only and the Plan Administrator is not in any way obligated to segregate assets for the benefit of any Participant.

6.2          INVESTMENT EARNINGS OR LOSSES.

As of each Valuation Date, the Plan Administrator will determine the positive or negative earnings for each of the Investment Funds pursuant to Section 6.3(c).  The Plan Administrator then will determine the portion of the “adjusted balance” of each of the Participant’s Accounts that is invested in each of the Investment Funds and will allocate the positive or negative earnings to Participant Accounts in proportion to the “adjusted balance” for that Account and that Investment Fund.  For this purpose, the “adjusted balance” of an Account will be the balance of the Account as of the preceding Valuation Date less all withdrawals, distributions and other amounts chargeable against the Account pursuant to any other provisions of this Plan since the prior Valuation Date.  The earnings adjustments allocated to any Account shall be allocated among the subaccounts of that Account in the same manner.

6.3          INVESTMENT DIRECTION.

(a)           INVESTMENT FUNDS.  The Plan Administrator shall designate two or more Investment Funds in which each Participant shall direct the investment of  amounts credited to his Accounts. Any of the Investment Funds may be changed from time to time by the Plan Administrator.

(b)           PARTICIPANT DIRECTIONS.

(1)           GENERAL.  Upon becoming a Participant in the Plan, each Participant may direct that all of the amounts attributable to his Accounts be invested in a single Investment Fund or may direct fractional (percentage) increments of his Accounts to be invested in such Investment Fund or Investment Funds as he shall desire, in accordance with such procedures, if any, as may be established by the Plan Administrator.  As of each Valuation Date, a Participant may change his designations with respect to future contributions and direct transfers among Investment Funds by making an election in accordance with such procedures as may be established by the Plan Administrator.  The designation will continue until changed in accordance with such procedures.

(2)           DEFAULT SELECTION.  In the absence of any designation, a Participant will be deemed to have directed the investment of all of his Accounts in the Investment Fund that is most equivalent to the default investment fund in effect for purposes of the Savings Plan.

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(3)           IMPACT OF ELECTION.  The Participant’s selection of Investment Funds shall serve only as a measurement of the value of the Accounts of said Participant pursuant to Section 6.2 and Section 6.3(c) and the Plan Administrator and the Trustee are not required to invest a Participant’s Accounts in accordance with the Participant’s selections.

(c)           RATE OF RETURN.  As soon as possible after each Valuation Date, the Plan Administrator shall determine the rate of return, positive or negative, experienced on each of the Investment Funds.  The rate of return determined by the Plan Administrator in good faith and in its discretion pursuant to this Section shall be binding and conclusive on the Participant, the Participant’s Beneficiary and all parties claiming through them.  The Plan Administrator may delegate the responsibility for calculating the rate of return and the calculation and allocation of the investment earnings adjustments to the Accounts to a third party.

(d)           CHARGES.  In the exercise of its discretion, the Plan Administrator may charge one or more of the Participant’s Accounts for the reasonable expenses of carrying out investment instructions directly related to the Accounts, as the Plan Administrator deems appropriate.

ARTICLE VII

VESTING

7.1          VESTING.

Subject to Section 13.3, a Participant shall have a fully vested and nonforfeitable interest in his Deferral Contributions Account at all times.  Effective as of the date of adoption of this amended and restated Plan, each Participant who is actively employed by an Employer on such date shall have a fully vested and nonforfeitable interest in his Employer Contributions Accounts.

ARTICLE VIII

PAYMENT OF BENEFITS

8.1          PAYMENT.

(a)           TIMING.  With the exception of the distribution or withdrawal of amounts pursuant to Article V and the distribution of amounts pursuant to Sections 8.1(c) and (d), no distributions will be made to a Participant prior to the Participant’s death or termination of employment with the Company and all Affiliates.  Subject to the provisions of Section 5.1, which deals with the distribution of the Special Purpose Deferral Contributions subaccounts in a Participant’s Deferral Contributions Account, following the Participant’s death or termination of employment, distributions normally will be made as soon as possible and in any event shall commence within 60 days following the end of the Plan Year in which the Participant dies or terminates employment.  As provided in Section 3.2 and Section 3.3, a Participant may elect in his initial or any revised election form to defer the receipt of distributions until the later of termination of employment or a specified date.  If such an election has been made (and, if the

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election was made in a revised election form, the election form has been in effect for the requisite period of time provided in Section 3.3), distributions to the Participant (or the Participant’s Beneficiary in the case of death) shall be postponed to the extent necessary to honor such election.

(b)           AMOUNT.  When the Participant is eligible to receive a distribution pursuant to Section 8.1(a), he shall be entitled to a distribution (in the form provided in accordance with Section 8.2) of the amounts credited to his Deferral Contributions Account.

(c)           SPECIAL PAYMENT PROVISIONS APPLICABLE ON SALE OF AFFILIATE.  A Participant who is employed by an Affiliate as of the date that the Affiliate ceases to be an Affiliate for purposes of this Plan shall receive a distribution of his or her accounts as soon as possible following such date, regardless of any prior election made by the Participant to defer the receipt of benefits pursuant to Section 3.2 and Section 3.3.

(d)           ACCELERATED PAYMENT OF EMPLOYER CONTRIBUTIONS ACCOUNTS.  Pursuant to Section 12.3, the Company may reduce, temporarily suspend, or discontinue contributions under the Plan.  Under the provisions of this Plan as in effect prior to the adoption of this amended and restated Plan document, the Employer made Cash Balance Contributions, Matching Contributions, and Profit Sharing Contributions on behalf of its eligible Employees.  These contributions were allocated to the Participants’ Cash Balance Contributions Accounts, Matching Contributions Accounts, and Profit Sharing Contributions Accounts.  Effective as of January 1, 2003, all Employer contributions have been discontinued.  Pursuant to the authority conferred upon it pursuant to Sections 12.3 and 13.9, the Company, acting as Plan Administrator, has decided to accelerate the payment of the Employer Contributions Accounts.  To the extent practical, the amounts credited to the Employer Contributions Accounts of all Participants shall be distributed in a single lump sum on or before December 31, 2003.

8.2          METHOD OF PAYMENT.

Any payments from a Participant’s Accounts shall be made either in a lump sum in cash, or in cash payments in substantially equal annual installments over a period certain not exceeding 10 years, such method of payment to be elected by the Participant in his initial election form or in any revised election form that has been in effect for the requisite period of time specified in Section 3.3.  If installment payments are made, the provisions of Sections 6.2 and 6.3 shall continue to apply to the unpaid balance.  Unless a Participant has affirmatively elected to receive payments in installments over a period of 10 years or less, the Participant’s Accounts shall be distributed in one lump sum.  If a Participant is married at the time an election form or a revised election form is filed, an election to receive payments in other than a lump sum shall be ineffective unless the Participant’s spouse consents to such election on a form prescribed by or acceptable to the Plan Administrator for that purpose.

8.3          BENEFICIARY DESIGNATIONS.

In the event of the death of the Participant, the Participant’s interest in his Accounts shall be paid to the Participant’s Beneficiary.  Each Participant shall have the right to designate, on

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forms supplied by and delivered to the Plan Administrator, a Beneficiary or Beneficiaries to receive his benefits hereunder in the event of the Participant’s death.  If the Participant is married at the time the Beneficiary Designation is filed, the designation will be ineffective unless the designation names the spouse as the Beneficiary of at least 50% of the Participant’s Accounts or the Participant’s spouse consents to the designation.  If a Participant marries after a Beneficiary Designation is filed, the designation will no longer be effective.  Subject to the spousal consent requirements noted above, each Participant may change his Beneficiary designation from time to time in the manner described above.  Upon receipt of such designation by the Plan Administrator, such designation or change of designation shall become effective as of the date of the notice, whether or not the Participant is living at the time the notice is received.  There shall be no liability on the part of the Employer, the Plan Administrator or the Trustee with respect to any payment authorized by the Plan Administrator in accordance with the most recent valid Beneficiary designation of the Participant in its possession before receipt of a more recent and valid Beneficiary designation.  If no designated Beneficiary is living when benefits become payable, or if there is no validly designated Beneficiary, the Beneficiary shall be the Participant’s estate.  If the designated Beneficiary dies after the payment of benefits begin, then the Beneficiary for the remainder of the benefits payable shall be the estate of the Beneficiary.

8.4          LIMITATION ON DISTRIBUTIONS.

Distributions made under this Article shall be subject to the same limitations set forth in Section 5.4 of the Plan.

ARTICLE IX

ADMINISTRATION OF THE PLAN

9.1          ADOPTION OF TRUST.

The Company shall enter into a Trust Agreement with the Trustee, which Trust Agreement shall form a part of this Plan and is hereby incorporated herein by reference.

9.2          POWERS OF THE PLAN ADMINISTRATOR.

(a)           GENERAL POWERS OF PLAN ADMINISTRATOR.  The Plan Administrator shall have the power and discretion to perform the administrative duties described in this Plan or required for proper administration of the Plan and shall have all powers necessary to enable it to properly carry out such duties.  Without limiting the generality of the foregoing, the Plan Administrator shall have the power and discretion to construe and interpret this Plan, to hear and resolve claims relating to the Plan and to decide all questions and disputes arising under the Plan.  The Plan Administrator shall determine, in its discretion, the service credited to the Participants, the status and rights of a Participant, and the identity of the Beneficiary or Beneficiaries entitled to receive any benefits payable on account of the death of a Participant.

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(b)           PARTICIPATION.  The Plan Administrator also shall have the discretion to exclude employees from participation in the Plan and to discontinue a Participant’s participation in the Plan.

(c)           DISTRIBUTIONS.  All benefit disbursements by the Trustee shall be made upon the instructions of the Plan Administrator.

(d)           DECISIONS CONCLUSIVE.  The decisions of the Plan Administrator upon all matters within the scope of its authority shall be binding and conclusive upon all persons.

(e)           REPORTING.  The Plan Administrator shall file all reports and forms lawfully required to be filed by the Plan Administrator and shall distribute any forms, reports or statements to be distributed to Participants and others.

(f)            INVESTMENTS.  The Plan Administrator shall keep itself advised with respect to the investment of the Trust Fund.

(g)           ELECTRONIC ADMINISTRATION.  The Plan Administrator shall have the authority to employ alternative means (including, but not limited to, electronic, internet, intranet, voice response, or telephonic) by which Participants may submit their elections and forms required for participation in, and the administration of, this Plan.

9.3          CREATION OF COMMITTEE.

As a general rule, a committee shall perform the Company’s duties as Plan Administrator.  Nevertheless, the Company reserves to itself, as the formal Plan Administrator, the power to accelerate the distribution of the Employee Contributions Accounts pursuant to Sections 12.3 and 13.9.  The committee shall consist of at least two members, and they shall hold office during the pleasure of the Board of Directors.  Unless and until the Company appoints other individuals to serve on this committee, the committee members shall be the members of the Company’s Benefits Administration Committee as they may change from time to time.  The committee members shall serve without compensation but shall be reimbursed for all expenses by the Company.  The committee shall conduct itself in accordance with the provisions of this Section 9.  The members of the committee may resign with 30 days notice in writing to the Company and may be removed immediately at any time by written notice from the Company.

9.4          CHAIRMAN AND SECRETARY.

The committee shall elect a chairman from among its members and shall select a secretary who is not required to be a member of the committee and who may be authorized to execute any document or documents on behalf of the committee.  The secretary of the committee or his designee shall record all acts and determinations of the committee and shall preserve and retain custody of all such records, together with such other documents as may be necessary for the administration of this Plan or as may be required by law.

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9.5          APPOINTMENT OF AGENTS.

The committee may appoint such other agents, who need not be members of the committee, as it may deem necessary for the effective performance of its duties, whether ministerial or discretionary, as the committee may deem expedient or appropriate.  The compensation of any agents who are not employees of the Company shall be fixed by the committee within any limitations set by the Board of Directors.

9.6          MAJORITY VOTE AND EXECUTION OF INSTRUMENTS.

In all matters, questions and decisions, the action of the committee shall be determined by a majority vote of its members.  They may meet informally (which may include attendance by conference call) or take any ordinary action without the necessity of meeting as a group.  All instruments executed by the committee shall be executed by a majority of its members or by any member of the committee designated to act on its behalf.  The committee may adopt such bylaws and regulations as it deems desirable for the conduct of its affairs.

9.7          ALLOCATION OF RESPONSIBILITIES.

The committee may allocate responsibilities among its members or designate other persons to act on its behalf.  Any allocation or designation, however, must be set forth in writing and must be retained in the permanent records of the committee.

9.8          CONFLICT OF INTEREST.

No member of the committee who is a Participant shall take any part in any action in connection with his participation as an individual.  Such action shall be voted or decided by the remaining members of the committee.

9.9          ACTION TAKEN BY COMPANY.

Any action to be taken by the Company shall be taken by resolution adopted by the Board of Directors; provided, however, that by resolution the Board of Directors may delegate to any committee of the Board, any committee of officers or other employees, or any officer of the Company the authority to take any actions hereunder.

9.10        DELEGATIONS OF AUTHORITY.

All delegations of responsibility set forth in this document regarding the determination of benefits and the interpretation of the terms of the Plan confer discretionary authority upon the Plan Administrator; provided, however, that the Plan Administrator shall not retain any such discretionary authority after a Change of Control occurs.

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9.11        INDEMNIFICATION.

To the extent permitted by law, the Company shall and does hereby jointly and severally indemnify and agree to hold harmless the employees, officers and directors of it and its Affiliates who serve in fiduciary or other capacities with respect to the Plan from all loss, damage, or liability, joint or several, including payment of expenses in connection with defense against any such claim, for their acts, omissions and conduct, and for the acts, omissions or conduct of their duly appointed agents, which acts, omissions or conduct constitute or are alleged to constitute a breach of such individual’s fiduciary or other responsibilities under ERISA or any other law, except for those acts, omissions, or conduct resulting from his own willful misconduct, willful failure to act, or gross negligence; provided, however, that if any party would otherwise be entitled to indemnification hereunder in respect of any liability and such party shall be insured against loss as a result of such liability by any insurance contract or contracts, such party shall be entitled to indemnification hereunder only to the extent by which the amount of such liability shall exceed the amount thereof payable under such insurance contract or contracts.

ARTICLE X

CLAIMS REVIEW PROCEDURE

10.1        CLAIMS.

(a)           FILING OF CLAIM.  A Participant or Beneficiary entitled to benefits need not file a written claim to receive benefits.  If a Participant, Beneficiary or any other person is dissatisfied with the determination of his benefits, eligibility, participation or any other right or interest under this Plan, such person may file a written statement setting forth the basis of the claim with the Plan Administrator in a manner prescribed by the Plan Administrator.  In connection with the determination of a claim, or in connection with the review of a denied claim, the claimant may examine this Plan and any other pertinent documents generally available to Participants relating to the claim and such Participant may submit written comments, documents, records and other information relating to the claim for benefits.

(b)           NOTICE OF DECISION.  A written notice of the disposition of any such claim shall be furnished to the claimant within ninety (90) days after the claim is filed with the Plan Administrator, provided that the Plan Administrator may have an additional period of up to ninety (90) days to decide the claim if it determines that special circumstances require an extension of time to decide the claim and it advises the claimant in writing of the need for an extension (including an explanation of the special circumstances requiring the extension) and the date on which it expects to decide the claim.  The notice of disposition of a claim shall set forth:

(1)           the specific reason(s) for denial of the claim;

(2)           reference to the specific Plan provisions upon which the determination is based;

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(3)           a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(4)           an explanation of the Plan’s appeal procedure, and an explanation of the time limits applicable to the Plan’s appeal procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

10.2        APPEALS.

(a)           FILING OF APPEAL.  Within sixty (60) days after receiving the written notice of the Plan Administrator’s disposition of the claim, the claimant, or the claimant’s duly authorized representative, may request in writing that the Plan Administrator review the denied claim.  The claimant may submit a written statement of his claim (including any written comments, documents, records and other information relating to the claim) and the reasons for granting the claim.  The Plan Administrator shall have the right to request of and receive from a claimant such additional information, documents or other evidence as the Plan Administrator may reasonably require.  If the claimant does not request a review of the denied claim within sixty (60) days after receiving written notice of the Plan Administrator’s disposition of the claim, the claimant shall be deemed to have accepted the Plan Administrator’s written disposition, unless the claimant shall have been physically or mentally incapacitated so as to be unable to request review within the sixty (60) day period.  The claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, with such relevance to be determined in accordance with paragraph (c); and the review shall take into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such documents, records or other information were submitted or considered in the initial benefit determination.

(b)           DECISION FOLLOWING APPEAL.  A decision on appeal shall be rendered in writing by the Plan Administrator ordinarily not later than sixty (60) days after the claimant requests review of a denied claim, and a written copy of such decision shall be delivered to the claimant.  If special circumstances require an extension of the ordinary period, the Plan Administrator shall so notify the claimant of the extension with such notice containing an explanation of the special circumstances requiring the extension and the date by which the Plan Administrator expects to render a decision.  Any such extension shall not extend beyond sixty (60) days after the end of the ordinary period.  The denial notice referred to in the first sentence of this paragraph (b) shall set forth:

(1)           the specific reason(s) for denial of the claim;

(2)           reference to the specific Plan provisions upon which the denial is based;

(3)           a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information

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relevant to the claimant’s claim for benefits, such relevance to be determined in accordance with Section 10.2(c), below; and

(4)           a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.

(c)           RELEVANCE.  For purposes of Sections 10.1 and 10.2,  documents, records, or other information shall be considered “relevant” to a claimant’s claim for benefits if such documents, records or other information:

(1)           were relied upon in making the benefit determination;

(2)           were submitted, considered, or generated in the course of making the benefit determination, without regard to whether such documents, records or other information were relied upon in making the benefit determination; or

(3)           demonstrate compliance with the administrative processes and safeguards required pursuant to Sections 10.1 and 10.2 regarding the making of the benefit determination.

(d)           DECISIONS FINAL; PROCEDURES MANDATORY.  To the extent permitted by law, a decision on review by the Plan Administrator shall be binding and conclusive upon all persons whomsoever.  To the extent permitted by law, completion of the claims procedures described in this Section shall be a mandatory precondition that must be complied with prior to commencement of a legal or equitable action in connection with the Plan by a person claiming rights under the Plan or by another person claiming rights through such a person.  The Plan Administrator may, in its sole discretion, waive these procedures as a mandatory precondition to such an action.

(e)           TIME FOR FILING LEGAL OR EQUITABLE ACTION.  Any legal or equitable action filed in connection with the Plan by a person claiming rights under the Plan or by another person claiming rights through such a person must be commenced not later than the earlier of: (1) the shortest applicable statute of limitations provided by law; or (2) two (2) years from the date the written copy of the Plan Administrator’s decision on review is delivered to the claimant in accordance with Section 10.2(b).

ARTICLE XI

LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE; CORRECTIONS

11.1        ANTI-ALIENATION CLAUSE.

No benefit which shall be payable under the Plan to any person shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of the same shall be void.  No benefit shall in any manner be subject to the debts,

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contracts, liabilities, engagements or torts of any person, nor shall it be subject to attachment or legal process for or against any person, except to the extent as may be required by law.

11.2        PERMITTED ARRANGEMENTS.

Section 11.1 shall not preclude arrangements for the withholding of taxes from benefit payments, arrangements for the recovery of benefit overpayments, or arrangements for direct deposit of benefit payments to an account in a bank, savings and loan association or credit union (provided that such arrangement is not part of an arrangement constituting an assignment or alienation).

11.3        PAYMENT TO MINOR OR INCOMPETENT.

Whenever any benefit which shall be payable under the Plan is to be paid to or for the benefit of any person who is then a minor or determined by the Plan Administrator to be incompetent by qualified medical advice, the Plan Administrator need not require the appointment of a guardian or custodian, but shall be authorized to cause the same to be paid over to the person having custody of the minor or incompetent, or to cause the same to be paid to the minor or incompetent without the intervention of a guardian or custodian, or to cause the same to be paid to a legal guardian or custodian of the minor or incompetent if one has been appointed or to cause the same to be used for the benefit of the minor or incompetent.

11.4        UNDERPAYMENT OR OVERPAYMENT OF BENEFITS.

In the event that, through mistake or computational error, benefits are underpaid or overpaid, there shall be no liability for any more than the correct amount of benefits under the Plan.  Overpayments may be deducted from future payments under the Plan, and underpayment may be added to future payments under the Plan.  In lieu of receiving reduced benefits under the Plan, a Participant or Beneficiary may elect to make a lump sum repayment of any overpayment.

ARTICLE XII

AMENDMENT, MERGER AND TERMINATION

12.1        AMENDMENT.

The Company shall have the right at any time, by an instrument in writing duly executed, acknowledged and delivered to the Plan Administrator, to modify, alter or amend this Plan, in whole or in part, prospectively or retroactively; provided, however, that the duties and liabilities of the Plan Administrator or the Trustee hereunder shall not be substantially increased without its written consent; and provided further that the amendment shall not reduce any Participant’s interest in the Plan, calculated as of the date on which the amendment is adopted.  The agreements referred to in Section 13.3 shall not be deemed to violate the last clause of the preceding sentence.

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12.2        MERGER OR CONSOLIDATION OF COMPANY.

The Plan shall not be automatically terminated by the Company’s acquisition by or merger into any other employer, but the Plan shall be continued after such acquisition or merger if the successor employer elects and agrees to continue the Plan.  All rights to amend, modify, suspend, or terminate the Plan shall be transferred to the successor employer, effective as of the date of the merger.  If an Employer other than the Company is acquired by or merged into any organization other than an Affiliate, the Plan shall be terminated as to the acquired Employer unless the Company and the acquiror agree otherwise in writing.

12.3        TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS.

It is the expectation of the Company and each of the Employers that this Plan will be continued indefinitely.  However, continuance of the Plan is not assumed as a contractual obligation of the Company or any other Employer, and the right is reserved at any time to terminate this Plan or to reduce, temporarily suspend, or discontinue contributions hereunder.  If the Plan is terminated or contributions are reduced, temporarily suspended, or discontinued with respect to all Employers or any one or more Employers, the Accounts of the affected Participants will continue to be held pursuant to the Plan until the date or dates on which such Accounts would have become distributable had the Plan not been terminated or had contributions not been reduced, temporarily suspended, or discontinued.  In the exercise of its discretion, however, the Plan Administrator may direct that the Accounts of any Participant affected by the termination of the Plan as to all Employers or a particular Employer, or the reduction, temporary suspension, or discontinuance of contributions, be distributed as of an earlier date or dates.

ARTICLE XIII

GENERAL PROVISIONS

13.1        LIMITATION ON PARTICIPANTS’ RIGHTS.

Participation in the Plan shall not give any Participant the right to be retained in the employ of the Company or any Affiliate or any right or interest in the Trust Fund other than as herein provided.  The Company and each Affiliate reserves the right to dismiss any Participant without any liability for any claim either against the Trust Fund, except to the extent herein provided, or against the Company or Affiliate.

13.2        STATUS OF PARTICIPANTS AS UNSECURED CREDITORS.

Each Participant is an unsecured creditor of the Company or the Affiliate that employs the Participant and, except for the assets placed in the Trust Fund as provided in this Plan, no assets of the Company or any Affiliate will be segregated from the general assets of the Company or any Affiliate for the payment of benefits under this Plan. If the Company or any Affiliate acquires any insurance policies or other investments to assist it in meeting its obligations to Participants, those policies or other investments will nonetheless remain part of the general assets of the Company or Affiliate.

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13.3        CANCELLATION OR REDUCTION OF ACCOUNTS.

An Employer and one of its Participants may agree from time to time to reduce (but not below zero) the amount credited to the Participant’s Account under this Plan.  Any such agreement must be in writing,  must be signed by the Participant and the Employer, shall relate only to amounts credited to the Participant’s Account and shall not circumvent the provisions of Sections 3.3, 8.1, or 8.2 regarding the timing or manner of distributions from this Plan.

13.4        EXCEPTION TO CONTRIBUTION RULE.

Neither the Company nor any other Employer shall have any obligation to transfer Deferral Contributions made by the Participants to the Trust Fund, if and so long as the assets of the Trust Fund exceed the aggregate Account Balances of all Participants.  The provisions of this Section 13.4 supersede the provisions of Section 4.1 or any other provision of this Plan that purports to require the Company or any other Employer to transfer amounts to the Trust Fund.

13.5        STATUS OF TRUST FUND.

The Trust Fund is being established to assist the Company and the adopting Affiliates in meeting their obligations to the Participants and to provide the Participants with a measure of protection in certain limited instances.  In certain circumstances described in the Trust Agreement, the assets of the Trust Fund may be used for the benefit of the Company’s or an Affiliate’s creditors and, as a result, the Trust Fund is considered to be part of the Company’s and adopting Affiliate’s general assets.  Benefit payments due under this Plan shall either be paid from the Trust Fund or from the Company’s or Affiliate’s general assets as directed by the Plan Administrator.  Despite the establishment of the Trust Fund, it is intended that the Plan be considered to be “unfunded” for purposes of ERISA and the Code.

13.6        FUNDING UPON A CHANGE OF CONTROL.

Prior to the day on which a Change of Control occurs, if for any reason the assets of the Trust Fund are less than the aggregate Account Balances of all Participants, the Company shall transfer an amount equal to the deficiency to the Trustee of the Trust.  If it is discovered at any time that the amount initially transferred is less than the total amount called for by the preceding sentence, the shortfall shall be transferred to the Trustee immediately upon the discovery of such error.

13.7        UNIFORM ADMINISTRATION.

Whenever in the administration of the Plan any action is required by the Plan Administrator, such action shall be uniform in nature as applied to all persons similarly situated.

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13.8        HEIRS AND SUCCESSORS.

All of the provisions of this Plan shall be binding upon all persons who shall be entitled to any benefits hereunder, and their heirs and legal representatives.

13.9        NO LIABILITY FOR ACCELERATION OF PAYMENTS.

Under the Plan, Participants are allowed, to a certain extent, to designate the dates on which distributions are to be made to them.  The Plan Administrator, however, also has the right, in the exercise of its discretion, to accelerate payments.  By accepting the benefits offered by the Plan, each Participant (and each Beneficiary claiming through a Participant) acknowledges that the Plan Administrator may override the Participant’s elections and agrees that neither the Participant nor any Beneficiary shall have any claim against the Plan Administrator, the Trustee, or any Employer if distributions are made earlier than anticipated by the Participant due to the Plan Administrator’s exercise of its discretion to accelerate payments.

To signify its adoption of this restated Plan document, the Company has caused this restatement of the Plan to be executed by a duly authorized officer of the Company on this       day of December, 2003.

ACCURIDE CORPORATION
	By
	Its

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ACCURIDE CORPORATION

SUPPLEMENTAL SAVINGS PLAN

(As amended and restated effective January 1, 2003)

TABLE OF CONTENTS

ARTICLE I	PREAMBLE
ARTICLE II	DEFINITIONS
2.1	DEFINITIONS.
2.2	CONSTRUCTION.
ARTICLE III	ELIGIBILITY
3.1	SELECTION OF PARTICIPANTS.
3.2	PARTICIPATION ELECTIONS.
3.3	REVISED ELECTIONS.
3.4	DISCONTINUANCE OF PARTICIPATION
3.5	ADOPTION BY AFFILIATES
3.6	CHANGE IN AFFILIATE STATUS.
3.7	SPECIAL ARRANGEMENTS
ARTICLE IV	CONTRIBUTIONS
4.1	PARTICIPANT CONTRIBUTIONS
4.2	EMPLOYER CONTRIBUTIONS
ARTICLE V	IN-SERVICE DISTRIBUTIONS AND WITHDRAWALS
5.1	SPECIAL PURPOSE DEFERRAL CONTRIBUTIONS.
5.2	HARDSHIP.
5.3	ACCELERATION OF BENEFITS.
5.4	LIMITATION ON DISTRIBUTIONS.
ARTICLE VI	CREDITING OF CONTRIBUTIONS AND EARNINGS
6.1	TRANSFER TO TRUSTEE; ALLOCATION OF CONTRIBUTIONS
6.2	INVESTMENT EARNINGS OR LOSSES
6.3	INVESTMENT DIRECTION
ARTICLE VII	VESTING
7.1	VESTING
ARTICLE VIII	PAYMENT OF BENEFITS
8.1	PAYMENT
8.2	METHOD OF PAYMENT

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8.3	BENEFICIARY DESIGNATIONS
8.4	LIMITATION ON DISTRIBUTIONS
ARTICLE IX	ADMINISTRATION OF THE PLAN
9.1	ADOPTION OF TRUST
9.2	POWERS OF THE PLAN ADMINISTRATOR
9.3	CREATION OF COMMITTEE
9.4	CHAIRMAN AND SECRETARY
9.5	APPOINTMENT OF AGENTS
9.6	MAJORITY VOTE AND EXECUTION OF INSTRUMENTS
9.7	ALLOCATION OF RESPONSIBILITIES
9.8	CONFLICT OF INTEREST
9.9	ACTION TAKEN BY COMPANY
9.10	DELEGATIONS OF AUTHORITY
9.11	INDEMNIFICATION
ARTICLE X	CLAIMS REVIEW PROCEDURE
10.1	CLAIMS
10.2	APPEALS
ARTICLE XI	LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE; CORRECTIONS
11.1	ANTI-ALIENATION CLAUSE
11.2	PERMITTED ARRANGEMENTS
11.3	PAYMENT TO MINOR OR INCOMPETENT
11.4	UNDERPAYMENT OR OVERPAYMENT OF BENEFITS
ARTICLE XII	AMENDMENT, MERGER AND TERMINATION
12.1	AMENDMENT
12.2	MERGER OR CONSOLIDATION OF COMPANY
12.3	TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS

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ARTICLE XIII	GENERAL PROVISIONS
13.1	LIMITATION ON PARTICIPANTS’ RIGHTS
13.2	STATUS OF PARTICIPANTS AS UNSECURED CREDITORS
13.3	CANCELLATION OR REDUCTION OF ACCOUNTS
13.4	EXCEPTION TO CONTRIBUTION RULE
13.5	STATUS OF TRUST FUND
13.6	FUNDING UPON A CHANGE OF CONTROL
13.7	UNIFORM ADMINISTRATION
13.8	HEIRS AND SUCCESSORS
13.9	NO LIABILITY FOR ACCELERATION OF PAYMENTS

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EX-10.19

Exhibit 10.19

ACCURIDE EXECUTIVE RETIREMENT ALLOWANCE POLICY

November, 2003

Accuride has supplemented the retirement benefits available to executives for a number of years through the Accuride Corporation Supplemental Savings Plan (the “SSP”).  While the SSP is being continued to allow executives to defer the receipt of some of their income, the Company contribution portion of the SSP is being eliminated.  In order to replace the benefits lost due to the elimination of the Company contribution features in the SSP, Accuride has adopted this Executive Retirement Allowance Policy, the terms of which follow:

1.             Eligibility.  The Retirement Allowance will be payable to any executive level employee (salary level 20 and above) who has been designated for participation in the program described in this Policy.  A “Designated Executive” need not complete any particular period of service in order to participate.

2.             Amount of Allowance.  The Retirement Allowance for any calendar year will be equal to the sum of the following amounts:

A.            2.5% of the Designated Executive’s “Base Salary” for the calendar year in excess of the limitation on compensation that may be considered for purposes of the Accuride Employee Savings Plan pursuant to Section 401(a)(17) of the Internal Revenue Code of 1986 (the “Code”) for the same year.  (The Section 401(a)(17) limit for 2003 is $200,000).  For purposes of this Policy, “Base Salary” means the total regular salary paid by the Company during the applicable calendar year, determined prior to any deferrals made by the Designated Executive under the Accuride Employee Savings Plan, the Accuride Corporation Supplemental Savings Plan, or a cafeteria plan within the meaning of the Section 125 of the Code.  “Base Salary” excludes commissions, bonuses, overtime, living or other allowances, contributions under any employee benefit plan, or other extra, incentive, premium, contingent, supplemental or additional compensation all as determined conclusively by the Company.

B.            The “Applicable Percentage” of the Designated Executive’s “Eligible Base Salary” for the applicable calendar year less the “Company Profit Sharing Contribution” (as such term is used in the Savings Plan) allocated to the Designated Executive under the Savings Plan for that year.  For this purpose, the “Applicable Percentage” is the percentage contributed to the accounts of the participants in the Savings Plan as a Company Profit Sharing Contribution (as that term is defined in the Savings Plan) for that year, as adjusted to reflect all limitations and carryovers called for by the Savings Plan.  A Designated Executive’s “Eligible Base Salary” is the Base Salary earned by the Designated Executive for the portion of the year during which the Designated Executive is eligible to receive a Company Profit Sharing Contribution under the Savings Plan.  This portion of the Retirement Allowance will only be paid for a year in which a Company Profit Sharing Contribution is made to the Savings Plan.  A Designated Executive will receive this portion of the Retirement Allowance only if the Designated Executive is also a participant in the Savings Plan and is eligible, generally, to receive a Company Profit Sharing Contribution under the Savings Plan.  The Board retains the right to relax the eligibility requirements for the receipt of this portion of the Retirement Allowance.

C.            An amount equal to the total “Basic Earnings Credits” and “Excess Earnings Credits” (as determined pursuant to Sections 3.1(b) and 3.1(c) of the Accuride Cash Balance Plan) that the Designated Executive would be entitled to receive under the Cash Balance Pension Plan for the calendar year if that Plan were not subject to the compensation and benefit limitations set forth in Section 401(a)(17) and 415 of the Code, less the Basic Earnings Credits and Excess Earnings Credits actually received by the Designated Executive under the Cash Balance Plan for that year.

D.            An amount equal to the applicable percentage (gross-up amount) of the sum of A, B and C above, which amount is intended to cover the amount of grossed-up income taxes payable by the Designated Executive on the Retirement Allowance.

3.             Time of Payments.  The Retirement Allowance for the amounts described in A and C above will be paid out in December of each year, while the amounts described in B above will be paid out within 90 days following the end of the appropriate calendar year.

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EX-10.31

Exhibit 10.31

EXECUTION COPY

ACCURIDE CORPORATION
$342,000,000 CREDIT AGREEMENT

FIRST AMENDMENT

Dated as of December 10, 2003

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 10, 2003 (this “Amendment”), is among ACCURIDE CORPORATION, a Delaware corporation (the “U.S. Borrower”), and ACCURIDE CANADA INC., a corporation organized and existing under the law of the Province of Ontario (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”), the banks, financial institutions and other institutional lenders listed on the signature pages thereof as the Initial Lenders, CITIBANK, N.A., a national banking association (“Citibank”), as the initial issuing bank (the “Initial Issuing Bank”), CITICORP USA, INC., a Delaware corporation (“Citicorp”), as the swing line bank (the “Swing Line Bank”) and as administrative agent (together with any successor appointed pursuant to Article VIII, the “Administrative Agent”) for the Lender Parties, CITIGROUP GLOBAL MARKETS INC., as joint lead arranger and joint book-runner (“CGMI”), and DEUTSCHE BANK SECURITIES INC., as joint lead arranger and joint book-runner (“Deutsche” and, together with CGMI, the “Arrangers”), LEHMAN COMMERCIAL PAPER INC., as syndication agent (“Syndication Agent”) for the Lender Parties, and DEUTSCHE, as documentation agent (“Documentation Agent”) for the Lender Parties.

W I T N E S S E T H:

WHEREAS, the Borrowers, certain financial institutions and other persons from time to time parties thereto (collectively, the “Lenders”), Citibank, N.A., as the Initial Issuing Bank, Citicorp USA, Inc., as the Swing Line Bank and as the Administrative Agent, Citigroup Global Markets Inc. and Lehman Brothers Inc., as the Lead Arrangers, Lehman Commercial Paper Inc., as the Syndication Agent, and Deutsche Bank Trust Company Americas, as the Documentation Agent, have entered into that certain Third Amended and Restated Credit Agreement dated as of June 13, 2003 (the “Credit Agreement”; capitalized terms used herein but not defined shall be used herein as defined in the Credit Agreement);

WHEREAS, the Borrowers desire to refinance all of the outstanding New Term B Advances under the Credit Agreement with a new class of Term B1 Advances (the “Term B1 Advances”) having identical terms with, the same rights and obligations under the Loan Documents as, and in the same aggregate principal amounts as, the New Term B Advances, as set forth in the Loan Documents, except as such terms are amended hereby;

WHEREAS, each New Term B Lender who executes and delivers this Amendment shall be deemed, upon the effectiveness of this Amendment, to have exchanged its New Term B Commitment and New Term B Advances (which New Term B Commitment and New Term B Advances shall thereafter be deemed terminated and refinanced in full) for a Term B1 Commitment (a “Term B1 Commitment”) and Term B1 Advances in the same aggregate principal amount as such Lender’s outstanding New Term B Advances as set forth in Schedule I to this Amendment, and such Lender shall thereafter become a Term B1 Lender (each, a “Term B1 Lender”);

WHEREAS, each Person who executes and delivers this Amendment as an Additional Term B1 Lender (each, an “Additional Term B1 Lender”), will make Term B1 Advances on the First Amendment Effective Date (as defined herein) (each, an “Additional Term B1 Advance”) to the U.S.

Borrower in an aggregate principal amount equal to the amount set forth opposite its name on Schedule I to this Amendment, the proceeds of which will be used by the U.S. Borrower to refinance in full the outstanding principal amount of New Term B Advances of New Term B Lenders, if any, who do not execute and deliver this Amendment;

WHEREAS, the Borrowers desire to refiance all of the outstanding Term C Advances under the Credit Agreement with a new class of Term C1 Advances (the “Term C1 Advances”) having identical terms with, the same rights and obligations under the Loan Documents as, and in the same aggregate principal amounts as, the Term C Advances, as set forth in the Loan Documents, except as such terms are amended hereby;

WHEREAS, each Term C Lender who executes and delivers this Amendment shall be deemed, upon the effectiveness of this Amendment, to have exchanged its Term C Commitment and Term C Advances (which Term C Commitment and Term C Advances shall thereafter be deemed terminated and refinanced in full) for a Term C1 Commitment (a “Term C1 Commitment”) and Term C1 Advances in the same aggregate principal amount as such Lender’s outstanding Term C Advances as set forth in Schedule I to this Amendment, and such Lender shall thereafter become a Term C1 Lender (each, a “Term C1 Lender”);

WHEREAS, each Person who executes and delivers this Amendment as an Additional Term C1 Lender (each, an “Additional Term C1 Lender”), will make Term C1 Advances on the First Amendment Effective Date (as defined herein) (each, an “Additional Term C1 Advance”) to the U.S. Borrower in an aggregate principal amount equal to the amount set forth opposite its name on Schedule I to this Amendment, the proceeds of which will be used by the U.S. Borrower to refinance in full the outstanding principal amount of Term C Advances of Term C Lenders, if any, who do not execute and deliver this Amendment;

WHEREAS, the U.S. Borrower shall pay to each New Term B Lender and each Term C Lender all accrued and unpaid interest on their respective New Term B Advances and Term C Advances to the First Amendment Effective Date on such First Amendment Effective Date;

WHEREAS, the Borrowers have requested that the Lenders amend the Credit Agreement (i) to effect the changes described above and (ii) to make other amendments as described below; and

WHEREAS, the Lenders have agreed, subject to the terms and conditions hereinafter set forth, to amend the Credit Agreement in certain respects as set forth below;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:

SECTION 1.Amendment of Credit Agreement.  The Credit Agreement is hereby amended as follows:

(a)Section 1.01 of the Credit Agreement is hereby amended as follows:

(i)By amending and restating clauses (a) and (b) of the definition of “Applicable Margin” in their entirety to read as follows:

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(a) for Eurodollar Rate Advances outstanding under the Term B1 Facility, “Applicable Margin” means 5.25% per annum, and for Base Rate Advances outstanding under the Term B1 Facility, “Applicable Margin” means 4.25% per annum;

(b) for Advances outstanding under the Term C1 Facility, a percentage per annum determined by reference to the applicable Performance Level as set forth below:

Performance Level	Base Rate Advances		Eurodollar Rate Advances
A	1.750	%	2.750	%
B	2.250	%	3.250	%
C	2.250	%	3.250	%

(ii)By deleting the definition of “Commitment” in its entirety and inserting the following definition in its place:

“Commitment” means a Term B1 Commitment, a Term C1 Commitment, a U.S. Revolving Credit Commitment, a Letter of Credit Commitment or a Canadian Revolving Credit Commitment.”

(iii)By deleting the proviso at the end of the first sentence in the definition of “Eurodollar Rate”, which establishes the Eurodollar Rate floor of 2.00% per annum, in its entirety.

(iv)By deleting the definition of “Facility” in its entirety and inserting the following definition in its place:

“Facility” means the Term B1 Facility, the Term C1 Facility, the Canadian Revolving Credit Facility, the U.S. Revolving Credit Facility, the Swing Line Facility or the Letter of Credit Facility.

(v)By deleting the definition of “Lenders” in its entirety and inserting the following definition in its place:

“Lenders” means the Initial Lenders, the Term B1 Lenders, the Term C1 Lenders and each Person that shall become a Lender hereunder pursuant to Section 9.07 for so long as such Initial Lender, Term B1 Lender, Term C1 Lender or Person, as the case may be, shall be a party to this Agreement.”

(vi)By deleting the definition of “New Term B Advance” in its entirety and inserting the following definition in its place:

“New Term B Advance” has the meaning specified in this Agreement prior to the First Amendment Effective Date.

(vii)By deleting the definition of “New Term B Borrowing” in its entirety and inserting the following definition in the appropriate alphabetical order:

“Term B1 Borrowing” means a borrowing consisting of simultaneous Term B1 Advances of the same type made by the Term B1 Lenders.”

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(viii)By deleting the definition of “New Term B Commitment” in its entirety and inserting the following definition in the appropriate alphabetical order:

“Term B1 Commitment” means, with respect to any Term B1 Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Term B1 Commitment” or, if such Lender has entered into one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such Lender’s “Term B1 Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.”

(ix)By deleting the definition of “New Term B Facility” in its entirety and inserting the following definition in the appropriate alphabetical order:

“Term B1 Facility” means, at any time, the aggregate amount of the Term B1 Lenders’ Term B1 Commitments at such time.”

(x)By deleting the definition of “New Term B Lender” in its entirety and inserting the following definition in its place:

“New Term B Lender” has the meaning specified in this Agreement prior to the First Amendment Effective Date.

(xi)By deleting the definition of “New Term B Note” in its entirety and inserting the following definition in the appropriate alphabetical order:

“Term B1 Note” means a promissory note of the U.S. Borrower payable to the order of any Term B1 Lender, in substantially the form of Exhibit A-2 hereto, evidencing the indebtedness of the U.S. Borrower to such Lender resulting from the Term B1 Advance made or deemed to be made by such Lender.”

(xii)By deleting the definition of “Term C Advance” in its entirety and inserting the following definition in its place:

“Term C Advance” has the meaning specified in this Agreement prior to the First Amendment Effective Date.

(xiii)By deleting the definition of “Term C Commitment” in its entirety and inserting the following definition in its place:

“Term C1 Commitment” means, with respect to any Term C1 Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Term C1 Commitment” or, if such Lender has enteredinto one or more Assignment and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such Lender’s “Term C1 Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.”

(xiv)By deleting the definition of “Term C Facility” in its entirety and inserting the following definition in its place:

“Term C1 Facility” means, at any time, the aggregate amount of the Term C1 Lenders’ Term C1 Commitments at such time.”

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(xv)By deleting the definition of “Term C Lender” in its entirety and inserting the following definition in its place:

“Term C Lender” has the meaning specified in this Agreement prior to the First Amendment Effective Date.

(xvi)By deleting the definition of “Term C Note” in its entirety and inserting the following definition in its place:

“Term C1 Note” means a promissory note of the U.S. Borrower payable to the order of any Term C1 Lender, in substantially the form of Exhibit A-4 hereto, evidencing the indebtedness of the U.S. Borrower to such Lender resulting from the Term C1 Advance made or deemed to be made by such Lender.”

(xvii)By deleting the definition of “Term Advances” in its entirety and inserting the following definition in its place:

“Term Advances” means, collectively, the Term B1 Advances and the Term C1 Advances.

(xviii)By inserting the following new definitions therein in the appropriate alphabetical order:

“Additional Term B1 Lender” means a Person who was not a New Term B Lender that executes and delivers the First Amendment and is listed on Schedule I to the First Amendment as having a Term B1 Commitment.

“Additional Term C1 Lender” means a Person who was not a Term C Lender that executes and delivers the First Amendment and is listed on Schedule I to the First Amendment as having a Term C1 Commitment.

“First Amendment” means the First Amendment, dated as of December 10, 2003, to this Agreement among the Borrowers, the Administrative Agent, the Arrangers (as defined therein) and the Lender Parties party thereto.

“First Amendment Effective Date” is defined in Section 3 of the First Amendment.”

“Term B1 Advance” means a term loan or term loans in dollars made pursuant to Section 2.01(b) and exchanged pursuant to Section 2.01(h) of this Agreement or made pursuant to Section 2.01(i) of this Agreement.”

“Term C1 Advance” means a term loan or term loans in dollars made pursuant to Section 2.01(f) and exchanged pursuant to Section 2.01(k) of this Agreement or made pursuant to Section 2.01(l) of this Agreement.”

“Term B1 Lender” means, collectively, (a) each New Term B Lender that executes and delivers the First Amendment on or prior to the First Amendment Effective Date and (b) each Additional Term B1 Lender.”

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“Term C1 Lender” means, collectively, (a) each Term C Lender that executes and delivers the First Amendment on or prior to the First Amendment Effective Date and (b) each Additional Term C1 Lender.”

(b)Article II of the Credit Agreement is hereby amended by adding the following new subsections (h) through (m) at the end of Section 2.01:

“(h)Exchange into Term B1 Advances.  Subject to the terms and conditions hereof, each New Term B Lender with a Term B1 Commitment severally agrees to exchange its New Term B Advance for a like principal amount of Term B1 Advances on the First Amendment Effective Date, and from and after the First Amendment Effective date such New Term B Advance shall be deemed refinanced in full and such Term B1 Advances shall be deemed made hereunder.

(i)The Additional Term B1 Advances.  Subject to the terms and conditions hereof, each Additional Term B1 Lender severally agrees to make Term B1 Advances to the U.S. Borrower on the First Amendment Effective Date in a principal amount equal to its Term B1 Commitment on the First Amendment Effective Date.  The U.S. Borrower shall refinance all New Term B Advances of New Term B Lenders that do not execute and deliver the First Amendment on the First Amendment Effective Date with the gross proceeds of the Term B1 Advances made by the Additional Term B1 Lenders.

(j)Certain Interest on New Term B Advances.  On the First Amendment Effective Date, the U.S. Borrower shall pay (x) all accrued and unpaid interest on the New Term B Advances that are Base Rate Advances, and (y) all accrued and unpaid interest on the New Term B Advances that are Eurodollar Rate Advances and were made by New Term B Lenders that are not Term B1 Lenders.  In addition, on the First Amendment Effective Date, (i) the Interest Periods for the New Term B Advances that are Eurodollar Rate Advances and were exchanged into Term B1 Advances pursuant to Section 2.01(h) shall continue on and after the First Amendment Effective Date and (ii) the Applicable Margin with respect to such Interest Periods shall be adjusted and effective as of the First Amendment Effective Date for all such Term B1 Advances (with the interest rate applicable to periods prior to the First Amendment Effective Date to be based on the Applicable Margin prior to the First Amendment Effective Date).

(k)Exchange into Term C1 Advances.  Subject to the terms and conditions hereof, each Term C Lender with a Term C1 Commitment severally agrees to exchange its Term C Advance for a like principal amount of Term C1 Advances on the First Amendment Effective Date, and from and after the First Amendment Effective date such Term C Advance shall be deemed refinanced in full and such Term C1 Advances shall be deemed made hereunder.

(l)The Additional Term C1 Advances.  Subject to the terms and conditions hereof, each Additional Term C1 Lender severally agrees to make Term C1 Advances to the U.S. Borrower on the First Amendment Effective Date in a principal amount equal to its Term C1 Commitment on the First Amendment Effective Date.  The U.S. Borrower shall refinance all Term C Advances of Term C Lenders that do not execute and deliver this Amendment on the First Amendment Effective Date with the gross proceeds of the Term C1 Advances made by the Additional Term C1 Lenders.

(m)Certain Interest on Term C Advances.  On the First Amendment Effective Date, the U.S. Borrower shall pay (x) all accrued and unpaid interest on the Term C Advances that are Base Rate Advances, and (y) all accrued and unpaid interest on the Term C Advances that are

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Eurodollar Rate Advances and were made by Term C Lenders that are not Term C1 Lenders.  In addition, on the First Amendment Effective Date, (i) the Interest Periods for the Term C Advances that are Eurodollar Rate Advances and were exchanged into Term C1 Advances pursuant to Section 2.01(k) shall continue on and after the First Amendment Effective Date and (ii) the Applicable Margin with respect to such Interest Periods shall be adjusted and effective as of the First Amendment Effective Date for all such Term C1 Advances (with the interest rate applicable to periods prior to the First Amendment Effective Date to be based on the Applicable Margin prior to the First Amendment Effective Date).”

(c)Article II of the Credit Agreement is hereby further amended by adding the following new clause (z) to the proviso in Section 2.06(a):

“and (z) any voluntary prepayments of the Term Advances effected with the proceeds of a substantially concurrent issuance or occurrence of Debt in connection with a repricing or refinancing of all or any portion of the Facilities shall be accompanied by a prepayment fee of 1.00% of the aggregate amount of any such prepayment made on or prior to the date which occurs six months after the First Amendment Effective Date.”

(d)Schedule I of the Credit Agreement is hereby replaced by Schedule I attached hereto.

(e)Upon the First Amendment Effective Date, the Term B1 Advances shall have the same terms, rights and obligations as the New Term B Advances as set forth in the Loan Documents, except as modified by this Amendment, and all references to “New Term B Advances”, “New Term B Commitment”, “New Term B Facility”, “New Term B Note”, “New Term B Lenders” and “New Term B Borrowing” in the Loan Documents shall be deemed to be references to “Term B1 Advances”, “Term B1 Commitment”, “Term B1 Facility”, “Term B1 Note” “Term B1 Lenders” and “Term B1 Borrowing”, respectively.

(f)Upon the First Amendment Effective Date, the Term C1 Advances shall have the same terms, rights and obligations as the Term C Advances as set forth in the Loan Documents, except as modified by this Amendment, and all references to “Term C Advances”, “Term C Commitment”, “Term C Facility”, “Term C Note”, “Term C Lenders” and “Term C Borrowing” in the Loan Documents shall be deemed to be references to “Term C1 Advances”, “Term C1 Commitment”, “Term C1 Facility”, “Term C1 Note” “Term C1 Lenders” and “Term C1 Borrowing”, respectively.

SECTION 2.Other Amendments.  The Credit Agreement is hereby further amended to delete Section 9.02(b) in its entirety and insert the following Section 9.02(b) in its place:

(b)So long as Citicorp is the Administrative Agent, materials required to be delivered pursuant to Section 5.03(b), (c) and (i) shall be delivered to the Administrative Agent in an electronic medium in a format acceptable to the Administrative Agent and the Lenders by e-mail at oploanswebadmin@citigroup.com.  Each Borrower agrees that the Administrative Agent may make such materials, as well as any other written information, documents, instruments and other material relating to such Borrower, any of its Subsidiaries or any other materials or matters relating to this Agreement, the Notes or any of the transactions contemplated hereby (collectively, the “Communications”) available to the Lenders by posting such notices on Intralinks, “e-Disclosure”, the Administrative Agent’s internet delivery system that is part of Fixed Income Direct, Global Fixed Income’s primary web portal (the “Fixed Income Direct”), or a substantially similar electronic system (the “Platform”).  Although the Fixed Income Direct is secured

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with a dual firewall and a User ID/Password Authorization System and through a single user per deal authorization method whereby each user may access the Fixed Income Direct only on a deal-by-deal basis, each Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Administrative Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform.  No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent or any of its Affiliates in connection with the Platform.

SECTION 3.Conditions to Effectiveness.  This Amendment and the amendments contained herein shall become effective on the date (the “First Amendment Effective Date”) when each of the conditions set forth in this Section 3 of this Amendment shall have been fulfilled to the satisfaction of the Administrative Agent.

(i)Execution of Counterparts.  The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of each of (a) the Borrowers, (b) the Administrative Agent, (c) the Majority Lenders, (d) each New Term B Lender, or in lieu of one or more New Term B Lenders, one or more Additional Term B1 Lenders providing Term B1 Commitments in an amount sufficient to refinance all of the principal of the New Term B Advances owed to such non-consenting New Term B Lenders and (e) each Term C Lender, or in lieu of one or more Term C Lenders, one or more Additional Term C1 Lenders providing Term C1 Commitments in an amount sufficient to refinance all of the principal of the Term C Advances owed to such non-consenting Term C Lenders or as to any of the foregoing parties, advice reasonably satisfactory to the Administrative Agent that each of the foregoing parties has executed a counterpart of this Amendment.

(ii)Notice of Borrowing. The U.S. Borrower shall have provided the Administrative Agent with a Notice of Borrowing in accordance with the requirements of Section 2.02(a) of the Credit Agreement dated three Business Days prior to the First Amendment Effective Date with respect to the borrowing of the Term B1 Advances and the Term C1 Advances on the First Amendment Effective Date.

(iii)Payment of Fees and Expenses.  The U.S. Borrower shall have paid all reasonable expenses (including the reasonable fees and expenses of Shearman & Sterling) incurred in connection with the preparation, negotiation and execution of this Amendment and other matters relating to the Credit Agreement to the extent invoiced.

(iv)Evidence of Debt.  Each Term B1 Lender shall have received, if requested, one or more Notes payable to the order of such Lender duly executed by the U.S. Borrower in substantially the form of Exhibit A-2 to the Credit Agreement, as modified by this Amendment, evidencing the Term B1 Advances.  Each Term C1 Lender shall have received, if requested, one or more Notes payable to the order of such Lender duly executed by the U.S. Borrower in substantially the form of Exhibit A-4 to the Credit Agreement, as modified by this Amendment, evidencing the Term C1 Advances.

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(v)Interest, Etc.  Simultaneously with the making of the Term B1 Advances, the U.S. Borrower shall have paid to all the New Term B Lenders all accrued and unpaid interest required to be paid pursuant to Section 2.01(j) (as added by this Amendment).  Simultaneously with the making of the Term C1 Advances, the U.S. Borrower shall have paid to all the Term C Lenders all accrued and unpaid interest required to be paid pursuant to Section 2.01(m) (as added by this Amendment).

(vi)Execution of Consent.  The Administrative Agent shall have received counterparts of a Subsidiary Guaranty Consent substantially in the form of Exhibit A to this Amendment, duly executed by each of the entities listed therein.

(vii)Resolutions.  The Administrative Agent shall have received certified copies of (A) the resolutions of the Board of Directors of each of the Borrowers evidencing approval for this Amendment and all matters contemplated hereby and (B) all documents evidencing other necessary corporate action and governmental and other third party approvals and consents if any, with respect to this Amendment and the matters contemplated hereby.

(viii)Certificates.  The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each of the Borrowers, certifying (A) the names and true signatures of the officers of each Borrower authorized to sign this Amendment and the other documents to be delivered hereunder, (B) that no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body, or any third party to any agreements and instruments is required for the due execution, delivery or performance by each Borrower of this Amendment, (C) the representations and warranties contained in Section 5 of this Amendment are true and correct and (D) no event has occurred and is continuing that constitutes a Default.

(ix)Legal Details, Etc.  All documents executed or submitted pursuant hereto shall be satisfactory in form and substance to the Administrative Agent and Shearman & Sterling as its counsel.  The Administrative Agent and its counsel shall have received all information and such counterpart originals or such certified or other copies or such materials as the Administrative Agent or its counsel may reasonably request, and all legal matters incident to the transactions contemplated by this Amendment shall be satisfactory to the Administrative Agent and its counsel.

(x)No Default.  No Default shall have occurred and be continuing.

SECTION 4.Post-Closing Deliveries.  Within 45 days of the First Amendment Effective Date, the Administrative Agent shall have received counterparts of Amendments of the Mortgages duly executed and acknowledged by the U.S. Borrower or the applicable Subsidiary of the U.S. Borrower, in form suitable for recording or filing and otherwise in form and substance satisfactory to the Administrative Agent, together with mortgage modification endorsements and, where applicable, a mortgage recording tax endorsement to the existing Lender’s title insurance policies delivered with respect to each such Mortgage.  The U.S. Borrower further covenants to take all further action, including, without limitation, the recordation of the Mortgage Amendments and the payment of all recording taxes, fees and other charges due in connection therewith and all costs charged by the title insurer, that may be necessary or desirable in order to continue to perfect, protect and insure the security interest of the Administrative Agent for the benefit of the Secured Parties in the property encumbered by the Mortgages.

SECTION 5.Confirmation of Representations and Warranties.  Each of the Borrowers hereby represents and warrants, on and as of the date hereof, that the representations and warranties

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contained in the Credit Agreement are correct and true in all material respects on and as of the date hereof, before and after giving effect to this Amendment, as though made on and as of the date hereof, other than any such representations or warranties that, by their terms, refer to a specific date.

SECTION 6.Reference to and Effect on the Transaction Documents.  (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other transaction documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified by this Amendment.

(b)  The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case as amended by this Amendment.

(c)  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or Administrative Agent under any of the transaction documents, nor constitute a waiver of any provision of any of the transaction documents.

SECTION 7.Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8.Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, and shall be subject to the jurisdictional and service provisions of the Credit Agreement, as if this were a part of the Credit Agreement.

SECTION 9.Entire Agreement; Modification.  This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, there being no other agreements or understandings, oral, written or otherwise, respecting such subject matter, any such agreement or understanding being superseded hereby, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and may not be amended, extended or otherwise modified, except in a writing executed in whole or in counterparts by each party hereto.

[Signatures follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective authorized officers as of the day and year first above written.

Borrowers:
ACCURIDE CORPORATION
By:
		Name:
		Title:
ACCURIDE CANADA INC.
By:
	Name:
	Title:

EX-10.32

Exhibit 10.32

FIRST AMENDEMENT TO LEASE AGREEMENT

This First Amendment to Lease Agreement (“Lease Amendment”), is entered into between The Package Company, L.L.C., a Michigan limited liability company, as successor in interest to Taylor Land & Co., a Maryland general partnership (“Landlord”), and Accuride Corporation (“Tenant”).  The following statements are a material part of this Lease Amendment:

Recitals of Facts Underlying the Lease Amendment

A.            By Lease dated October 19, 1989, ( “Lease”), Landlord’s predecessors in interest leased to Tenant the demised premises described in the Lease and attached as Exhibit A to this Lease Amendment (the “Leased Premises”), for an initial term of ten (10) years, one (1) month and twelve (12) days.

B.            Thereafter, Tenant exercised its option to renew the Lease for an additional ten (10) year term.

C.            Section 12 of the Lease states that the “Landlord shall maintain the roof, pavement, rail siding and exterior walls of the Leased Premises, including all pavement and rail siding servicing the warehouse complex.”

D.            Attached and incorporated into this Lease Amended as Exhibit B is a drawing of the Leased Premises designed to show the paved areas and retaining walls of the Leased Premises (“Pavement”), together with photographs of the Pavement taken in September, 2003.  Exhibit B shows that the Pavement and retaining walls to the Leased Premises have been in a state of disrepair.  Exhibit B also defines the locations where repair is necessary.

E.             Landlord contends that it is not responsible under the Lease for maintaining the Pavement, or that Tenant must reimburse Landlord for the cost of Landlord’s maintenance of the Pavement.  Tenant contends that Landlord is responsible under the Lease for both the actual maintenance and the cost of maintenance of the Pavement (“Dispute”).

F.             In order to resolve the Dispute and complete the repairs prior to the onset of inclement weather in 2003, Landlord and Tenant have agreed to amend the Lease as set forth in this Lease Amendment.

THEREFORE, in consideration of the mutual promises and covenants contained in this Lease Amendment, and other good and valuable consideration, the parties intending to be legally bound, agree to amend the Lease as follows:

1.               The Recitals of Facts Underlying the Lease Amendment are incorporated into this paragraph 1 by this reference.

2.               Notwithstanding any contrary provisions contained in the Lease, and except as provided in this Lease Amendment, the Landlord is solely responsible for the maintenance, repair and

replacement of the roof, pavement, rail siding and exterior walls (including the retaining walls located in Area 1 depicted on Exhibit B) of the Leased Premises, including all pavement and rail siding servicing the warehouse complex, and the Landlord is responsible for all costs, fees and expenses associated with such maintenance, repair and replacement.

3.               Landlord shall, on or before October 22, 2003, commence repair and replacement of the Pavement in the areas depicted in Exhibit B, including but not limited to the retaining walls within the loading dock area depicted on Exhibit B.  With reference to Exhibit B, Landlord shall instruct its contractors that the Pavement in the area labeled Area 1 (shaded with blue rectangles) shall be excavated and replaced with an appropriate base and eight inches (8”) of industrial quality concrete (7 bag with wire mesh reinforcement).  Area 1 is approximately 2,625 square feet and has concrete retaining walls at its eastern and western edges (the “Retaining Walls”).  As part of the work in Area 1, Landlord shall instruct its contractors to remove and replace the existing retaining walls with concrete retaining walls of industrial quality (7 bag with reinforcement rod). The work in Area 1 shall commence on October 22, 2003.  The removal and replacement of the concrete in Area 1 shall be completed within two (2) to three (3) days of the commencement date, weather permitting. The period of time necessary for the concrete to cure in Area 1 (sufficient to allow Tenant to again use the loading docks in Area 1) shall be seven days after the concrete has been poured in Area 1.  That portion of Area 2 that is shaded with blue rectangles is approximately 7,590 square feet (the “Area 2 Concrete Work”).  For the Area 2 Concrete Work, Landlord’s contractors shall excavate the 7,590 square feet and replace such excavation in this portion of Area 2 with an appropriate base and eight inches (8”) of industrial quality concrete (7 bag with wire mesh reinforcement).  The Area 2 Concrete Work shall commence within six (6) days of the completion of the work in Area 1 and shall be completed within six (6) days.

Promptly after completion of the Area 2 Concrete Work, the remaining portion of Area 2 shall be excavated to the north to approximately one (1) to two (2) feet beyond where the concrete originally existed (see Exhibit A to the Lease).  This portion of Area 2 (the “Area 2 Asphalt Work”) shall be replaced with a solid base of three (3) inch stone, covered by seven (7) inches of “1 ½ inch down” stone, and covered by four (4) inches of asphalt, type 1100 L (2 inches) and 1100 T (2 inches).  Landlord shall instruct its contractors to trench and bury at such depths as the City of Taylor requires, that portion of the existing sump pump pipe that currently runs or should run from the eastern edge of Area 2 to the ditch along the eastern border of the property.

With reference to Areas 4 through 16 and Areas A and B, Landlord shall instruct its contractors to perform the same work as in the Area 2 Asphalt Work, excepting that the existing asphalt shall be pulverized instead of excavated.  All existing asphalt within Areas 4 through 16 and Areas A and B (as bounded by red lines on Exhibit B), shall be replaced and not just the deteriorated portions depicted by the circles within Areas 4 through 16 and Areas A and B.  The small portion of concrete near Area 16 shall not be removed and the asphalt installed around and about such area of concrete shall not be higher or lower than the current grade of such concrete.

Spot patching (removal of all loose asphalt to be filled in with new type 1100 L and 1100 T asphalt, and “capping” over all cracked areas of asphalt) shall be performed as necessary on all remaining areas of asphalt, including but not limited to Areas 17 through 22.

All asphalt work shall begin promptly after completion of the Area 2 Concrete Work, and shall be completed within a reasonable period of time thereafter, not to exceed one month, weather permitting.  Landlord shall use only appropriately licensed and insured contractors.  The concrete and asphalt repair and replacement described in this paragraph shall be collectively referred to as the “Work.”  Under no circumstances shall any portion of the Work interfere with Tenant’s access and operations, provided however, that Tenant acknowledges and agrees that during the Area 1 Work, Tenant shall not be able to use the loading docks within Area 1, and that during the Area 2 Concrete Work, Tenant shall not be able to use the loading docks in that portion of Area 2.  Because Tenant’s use of the loading docks in such areas will be temporarily suspended, time is strictly of the essence for the commencement and completion of the concrete Work in Areas 1 and 2.

4.               Upon completion of the Work to the reasonable satisfaction of Tenant, Tenant shall pay to Landlord Forty-Eight Thousand ($48,000.00) Dollars, in monthly installments of Two Thousand ($2,000.00) Dollars each, on the first day of each month after completion of the Work, for a total of twenty-four months.  Payment of such amounts by Tenant shall be deemed payment of amounts in settlement of the Dispute and as consideration for this Lease Amendment, and not as rent under the Lease.

5.               Notwithstanding anything in the Lease or this Lease Amendment to the contrary, three years after completion of the Work to the reasonable satisfaction of Tenant, Landlord and Tenant shall be jointly responsible for the performance and cost of all exterior maintenance associated with the Leased Premises as defined in this paragraph.  For purposes of this paragraph, “exterior maintenance” shall mean any routine maintenance and minor repairs (i.e., any maintenance or repair the total cost of which is $3,000.00 or less) to the exterior of the building and land which make up the Leased Premises, but not the performance and cost of major repairs or replacement (i.e., repairs or replacement, the total cost of which exceeds $3,000.00) to the exterior of the building and land which make up the Leased Premises.  Except as otherwise stated in this paragraph, those items which have been expressly made the responsibility of the Landlord or the Tenant under the Lease and this Lease Amendment shall remain the responsibility of the Landlord or the Tenant, as the case may be; e.g., the Landlord shall be responsible for major repairs and replacement (as defined in this paragraph) to the exterior of the building and land which make up the Leased Premises, including the roof, pavement, rail siding and exterior walls of the Leased Premises, as described in Section 12 of the Lease (and for the full cost and performance of all such exterior maintenance, repair or replacement during the initial three year period referenced in this paragraph).  In the event that Landlord shall fail to meet its obligations to maintain, repair or replace as set forth in the Lease and this Lease Amendment, Tenant shall have the right to perform such maintenance, repair or replacement, and deduct the cost (or 50% of the cost or routine maintenance or minor repairs after the initial three year period) thereof from the next month (or months) rent.

6.             The Lease, as amended by this document, is ratified and confirmed.  Except as expressly modified or amended in this Lease Amendment, all terms, conditions, and provisions of the Lease shall remain in full force and effect; provided, however, that any other provision of the Lease shall be deemed modified as necessary to give practical effect to the provisions of this Lease

Amendment.  To the extent that the terms and provisions of this Lease Amendment conflict or vary with the Lease, the terms and provisions of this Lease Amendment shall control.

7.             This Lease Amendment shall be binding upon and inure to the benefit of the Landlord and Tenant and their respective representatives, successors and assigns.

8.             This Lease Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument, provided that each party hereto is provided with a copy of this Agreement duly executed by the other.

9.             The signatory on behalf of Landlord and Tenant represent and warrant to each other and to Landlord and Tenant that they have full right, power and authority to enter into this Lease Amendment on behalf of Landlord and Tenant without the consent or approval of any other entity or person and make these representations knowing that the other party will rely thereon.

ACCORDINGLY, the parties, by their authorized representatives have signed this Lease Amendment as of the date indicated below to be effective as of October 22, 2003.

	“LANDLORD”
	The Package Company, L.L.C.,
	a Michigan limited liability company,
	as successor in interest to
	Taylor Land & Co., a Maryland general partnership
	By:
	Charles Grenadier
	Its:
Dated:

[SIGNATURE PAGE TO FOLLOW]

“TENANT”

Accuride Corporation, a Delaware corporation

By:

Its:

Dated:

EX-14.1

Exhibit 14.1

ACCURIDE CORPORATION

CODE OF CONDUCT

PREFACE

ACCURIDE CORPORATION and its subsidiaries (“Accuride” or the “Company”) are committed to conducting its business in conformance with the highest ethical standards and in compliance with all relevant legal and regulatory requirements.  Every Accuride employee has an obligation to ensure that his or her personal conduct complies with the Code of Conduct.  Each employee also has an obligation to ensure that fellow employees abide by the Code of Conduct and to report known or suspected Code of Conduct violations.

The importance of complying with the Code of Conduct and legal and regulatory requirements cannot be over-emphasized.  Compliance is a priority to Accuride.  The commitment of all employees to the standards and principals reflected in the Code of Conduct is needed to ensure that the reputation of Accuride continues to be one of its most valuable business assets.

“Our business dealings will be based on integrity and responsible action.  We expect our people, and those that they deal with, to act honestly, with respect for others, and in accordance with all laws.”  (Accuride Value Statement)

Accuride’s integrity and business reputation are two of its most important assets.  This Code of Conduct embodies this philosophy.  There are no circumstances in which straying from the Code of Conduct will benefit our Company.

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ACCURIDE VISION

Our vision is to be a global leader in the design, manufacture, supply and service of wheel systems and other components to the transportation industry.

Utilizing our core competencies and competitive strengths, we will expand into new markets in which we can create increased value.

We intend to have Accuride products in every country, on every road!

ACCURIDE MISSION

Our mission is to provide exceptional value to our customers and stakeholders.

This will be accomplished through an organizational culture focused on: customer satisfaction, integrity, continuous improvement, people, innovation, technology, speed and performance.

ACCURIDE VALUES

•Satisfied customers are the foundation of our business. We will work closely with them to ensure their satisfaction and our mutual success. We embrace new customers.

•Our business dealings will be based on integrity and responsible action. We expect our people and those they deal with to act honestly, with respect for others, and in accordance with all laws.

•The expectations of our customers are constantly increasing. We therefore recognize our need and ability to continuously improve everything we do.

•Our people are our most valuable resource, and are bonded by a common interest. Our work environment must foster their involvement, development and co-operation.

•Opportunities to improve and develop our business are constantly being formed. We encourage creativity, flexibility and innovation in order to identify and capture them.

•As an industry leader, we will actively seek and develop new technology. We will apply technology to create breakthrough improvements in our products and processes.

•We recognize speed as an essential and significant factor in performance. We will simplify our business and manufacturing processes and reduce the time needed to do them.

•Success is measured by our performance, and meeting aggressive goals is the basis on which we will operate. We strive to be the best.

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QUICK REFERENCE POLICY SUMMARIES

The following descriptions provide a brief summary of each business policy in the Code of Conduct and a general overview of its contents.  These summaries are intended only to serve as a convenient reference, not to cover all the details of each policy.  For more complete information, refer to the policy statements beginning on page 5.

Policy On Antitrust Compliance

It is the policy of Accuride to comply with the antitrust laws of the United States and with the laws regulating competitive practices in all other locations where we do business.  This policy identifies and discusses how employees can avoid illegal and unethical interactions with customers, suppliers, and/or competitors in situations involving unlawful agreements, discriminatory, and predatory pricing, reciprocity, etc.

Policy On Freedom From Discrimination, Harassment, And Other Abusive Situations

It is the policy of Accuride to provide equal employment opportunity for all employees based solely on the qualifications of each individual.  This policy describes and prohibits any form of discrimination, harassment, or retaliation based on race, color, religion, age, sex, national origin, veteran status, or disability.  The policy emphasizes that all such discrimination is unacceptable in the workplace.

Policy On Environment, Health, And Safety

It is the policy of Accuride to establish and maintain a safe and healthy workplace and to protect the environment.  This policy covers the responsibility of management and employees to assure compliance with all environmental laws and to provide a hazard-free workplace by using appropriate processes, practices and methods, and by providing timely education and training.

Policy On Freedom From Conflicting Interests

It is the policy of Accuride to prevent situations in which an employee’s interests are in conflict with those of the Company.  This policy explains the responsibility of employees and their family members to avoid any action that may interfere with the employee’s primary duty to serve the Company at all times.

Policy To Conduct Business Legally And Ethically And To Maintain Accurate And Meaningful Financial Records

It is the policy of Accuride to conduct its business both ethically and legally and to present its financial information in a manner that will not mislead or misinform those who receive and use it.  This policy proscribes improper use of Corporate funds to gain favorable treatment by regulatory authorities, and describes the requirements for maintaining and reporting financial information.

Policy On Political Contributions And Public Service

It is the policy of Accuride to encourage employees to be actively involved in the civic affairs of the communities in which they live.  This policy discusses restrictions on political contributions and provides guidance for individuals who speak on behalf of the Company.

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Policy On Foreign Corrupt Practices Act

It is the policy of Accuride to conduct operations and activities outside the United States in complete compliance with the letter and spirit of the Foreign Corrupt Practices Act.  This policy discusses that no Company officer, employee, or agent shall offer payments to a foreign official to induce that official to affect any government act or decision in a manner that will assist the Company to obtain or retain business.

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POLICY ON ANTITRUST COMPLIANCE

It is the policy of Accuride to comply with antitrust laws of the United States, and with the laws regulating competitive practices in all other locations where we do business.

Impermissible Agreements

United States antitrust laws forbid, among other things, agreements that restrain trade or unduly limit competition.  The following actions constitute clear violations:

Agreements with Competitors:

•To agree with one or more of our competitors to fix prices, toll or service charges, whether at existing levels, higher levels, or lower levels.

•To agree with one or more of our competitors on what to bid, i.e., any form of bid rigging.

•To agree with one or more of our competitors to fix other terms and conditions of sale, such as credit terms, quantity discounts, freight, packaging, etc.

•To agree with one or more of our competitors on allocation of customers or markets, whether geographically or otherwise.

•To agree with one or more of our competitors to fix levels of production or production quotas.

Agreements with Customers:

•To obtain the agreement of any customer (i.e., any entity who purchases from the Company) to fix resale prices, or other terms and conditions of resale.

The following actions may be considered in violation of the antitrust laws, depending on the circumstances in which they occur.  Employees should seek the advice of legal counsel before taking any of the following actions:

•To agree with our competitors or customers not to deal with any other person, whether that person is a supplier or customer, i.e., a group boycott.

•To obtain the agreement of any customer that it will not resell to a particular person or class or in a particular area or territory.

•To force any customer to buy a product as a condition of buying another product (i.e., a tie-in sale); to obtain the agreement of the customer that it will buy all of its product requirements from the Company; or to refuse to sell a product to any customer unless it buys another product or all of its product requirements from the Company.

•To purchase goods or services from a supplier on the condition that it will purchase other goods or services from Accuride, i.e., a reciprocal agreement.

Evidence of Agreements with Competitors or Customers

Employees should know that even though they clearly understand and follow these antitrust guidelines, actions taken in good faith, with no intent to violate the law, may nevertheless be construed to be violations.  Findings of illegal agreements have been based on circumstantial evidence in some situations.  Even innocent facts may suggest an illegal conspiracy to a judge or jury.

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The following two rules of thumb should be followed in everyday business situations:

1.Do not discuss prices, costs, or customers with a competitor.

2.Do not pressure a customer on its resale prices and do not discuss another customer’s resale prices with a customer.

Employees should avoid not only any action that may violate the antitrust laws, but also any action that may give the appearance of doing so.

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POLICY ON FREEDOM FROM DISCRIMINATION, HARASSMENT,

AND OTHER ABUSIVE SITUATIONS

It is the policy of Accuride to provide equal employment opportunity for all employees based solely on the basis of the qualifications of each individual.

Accuride is also committed to providing its employees with a work environment that is safe and free from discrimination.  This includes freedom from all forms of harassment based upon race, color, religion, age, sex, sexual preference, national origin, veteran status, or disability.  Discrimination against or harassment of employees is prohibited and may result in disciplinary action up to and including termination of employment.

No manager or supervisor may threaten or suggest, either explicitly or implicitly, that an employee’s submission to or rejection of sexual advances or requests for sexual favors will either enhance or adversely affect the employee’s employment, evaluation, compensation, advancement, assigned duties, or any other terms or conditions of employment.

Certain other actions occurring in the workplace also are prohibited, whether committed by managers, supervisors, or non-supervisory personnel.  These include derogatory, degrading, or demeaning words, gestures, actions, or similar types of conduct concerning an employee’s race, color, religion, age, sex, national origin, veteran status, or disability.  Other prohibited actions include unwelcome sexual advances, requests for sexual favors, and other verbal or physical conduct of a sexual nature.

No manager or supervisor will request a loan from any subordinate or any other favor of significant value.

Employees who believe they have been subjected to discrimination or harassment should promptly report the conduct to their supervisor, on-site Ethics Officer, Human Resources Manager, or through the Ethics Helpline.  A thorough investigation will be conducted.  If the investigation confirms the allegations, prompt corrective action will be taken.  Regardless of the outcome of the investigation, the employee making the complaint will be informed of its results.  If the investigation indicates there is no merit to the complaint or no action is required, and if the employee requests in writing a review of the decision, the matter will be reviewed by the senior manager at the location.  No reprisal will be taken against an employee as a result of a complaint made responsibly and in good faith.

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ENVIRONMENTAL HEALTH AND SAFETY POLICY

The protection of the environment and the health and safety of our employees, customers, suppliers, and the communities in which we work, are among Accuride’s most critical concerns.

We will provide a safe and healthful workplace, protect the environment and ensure that pertinent environmental, health and safety issues are incorporated in the planning and execution of the Company’s business.  We will conduct our business in compliance with Company and all other applicable environment, health and safety (EHS) regulations.

Compliance with this Policy is the responsibility of every Accuride employee.

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POLICY ON FREEDOM FROM CONFLICTING INTERESTS

Each Accuride employee has a duty to be free at all times from any influence that might conflict or that appears to conflict with the interests of the Company, or that might deprive the Company of the undivided loyalty of the employee in business dealings.  To this end, an employee should not become involved in any situation that may create a personal interest in the situation, or place the employee under an obligation that may interfere with his or her primary duty to serve the Company at all times to the best of his or her ability.  Employees who should be especially mindful of this duty include all who may:

•have authority to purchase or sell property, goods or services on behalf of the Company;

•recommend or influence decisions with respect to purchases or sales; or

•have knowledge of or access to the Company’s confidential information, processes, or activities.

It is impossible to present an exhaustive list of actions that might give rise to a conflict of interest or the appearance of a conflict of interest.  The following guidelines should help to indicate areas where conflicts of interest could most likely arise.

1.Bribes, Kickbacks, and Other Payments

An employee will not offer or pay any bribe, kickback, or illegal gratuity or payment, directly or indirectly, to any person, organization, or governmental representative.  An employee will not accept any bribe, kickback, or other payment or illegal gratuity directly or indirectly, from any person, organization or governmental representative.  All transactions must be recorded in the Company’s books of account.

2.Financial Interests in Suppliers, Customers, or Competitors

A conflict of interest may exist where an employee or a close relative of an employee has a financial interest in, or is engaged, directly or indirectly, in the management of an organization that deals with the Company as a supplier, contractor, purchaser, or distributor of the Company’s products, or is a competitor of the Company.  The term “financial interest” means any interest, direct or indirect, in the financial success or failure of an enterprise, regardless of the nature of that interest or the manner of its acquisition.  It includes, for example, owning stock, being a partner, being a creditor, or any other arrangement in which an employee or a close relative of an employee has an interest in or claim on the assets or income of an enterprise.

A conflict of interest is unlikely, however, if the financial interest is insubstantial and consists solely of stocks or bonds listed on a national security exchange or customarily bought and sold in an over-the-counter market.  A financial interest may be considered “substantial” if it represents more than 1 percent of the common stock of the enterprise in which the investment is made or if it is a significant part of an employee’s assets.

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3.Transactions or Competition with the Company

A conflict of interest may exist where an employee or a close relative of an employee buys, sells or leases any kind of property, facilities, or equipment from or to, or in competition with, the Company.  A conflict may also exist where any close relative of an employee renders services to the Company other than as an employee, or where an employee seeks to direct Company purchases or sales to or through a close relative.

4.Transactions with Persons Doing or Seeking to do Business with the Company or in Competition with the Company

A conflict of interest may exist where an employee or a close relative of an employee buys, sells or leases any kind of property, facilities, or equipment from or to any organization or individual who is doing or seeking to do business with the Company or is a competitor of the Company, or where he or she accepts commissions, a share in profits, or compensation in any form from any such organization or individual.

5.Rendering of Services to Other Organizations or Individuals

A conflict of interest may exist where an employee, without consent of the Senior Vice President of Human Resources and Senior Vice President – General Counsel, renders services to another organization or individual as an employee, agent, consultant, or director if the organization or individual is doing or seeking to do business with the Company or is a competitor of the Company, or if the outside employment interferes with the employee’s performance of duties for the Company.

6.Gifts or Loans

An employee should not accept gifts or favors of significant value or borrow money (other than from an established banking or financial institution), directly or indirectly, from any organization or individual that is doing or is seeking to do business with the Company or is a competitor of the Company.  Any gift of significant value must be returned promptly to the donor with an appropriate explanation.  A gift to a close relative of an employee is also treated as a gift to the employee.

7.Corporate Opportunities

An employee should not directly or indirectly take advantage of any business opportunity that may be of interest to the Company without first obtaining written authorization from the President of the Company or his or her designee after full disclosure of the material facts.  The fact that a particular business opportunity is closely related to an existing line of business of the Company, or represents a desirable avenue of expansion of the Company’s activities, is a strong indication that the Company would be interested in the opportunity.

8.Confidential Information and Trade Secrets

Some of the Company’s most valuable assets include business concepts, trade secrets, trade names and trademarks, ideas, lists of leads or prospects, business and product plans, information about our business methods, computer programs, customer information, and a host of other information the Company maintains in confidence.  Employees must safeguard any

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business information that is proprietary or confidential to the Company.  Employees also are obligated to protect confidential information offered by any supplier or would-be supplier, including prices, terms and names of other sources of supply.  Except as may be specifically authorized by management pursuant to established policies and procedures, employees are restricted from disclosing to any outside party any confidential business information they have acquired during their employment with Accuride. This obligation continues even after termination of employment.  Further, upon termination of their employment, employees may not copy or retain any documents or other materials containing any such confidential information or trade secrets.

9.Trading Securities on Inside Information

If at any time an employee possesses material inside information about the Company (or any other Company, particularly another Company with which Accuride does business), he or she must refrain from trading the Company’s securities until the information has been disseminated to the general public and absorbed by the marketplace.  This prohibition on trading securities includes indirect as well as direct transactions, puts, calls or any other interest in the securities.  Material information means information that a reasonable investor might consider important in deciding whether to buy or sell the securities involved.  Insider trading carries potential criminal and civil penalties.

It is recognized that in particular cases it may be very difficult to determine what information is considered material.  As a result, any questions regarding the possession of material information should be asked prior to any purchase or sale and should be brought to the attention of the General Counsel.  Under no circumstances may an employee give inside information to any other person, either specifically or in the form of a general “tip”.  This does not apply to an employee who provides this type of information to other employees or outside advisers of the Company during the regular course of his or her duties.

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POLICY TO CONDUCT BUSINESS LEGALLY AND ETHICALLY AND TO

MAINTAIN ACCURATE AND MEANINGFUL FINANCIAL RECORDS AND REPORTS

It is the policy of Accuride to conduct its business both ethically and legally and to present its financial information, internally and externally, in a manner that will not mislead or misinform the user.  In accordance with this policy, but without limiting its generality, the following rules are to be applied:

1.The use of Company funds or assets for any unlawful or unethical purpose is prohibited.

2.The establishment of any undisclosed or unrecorded fund or asset is prohibited.

3.The making of any false or misleading entry on the Company’s books or records is prohibited.

4.The making of any payment or other disbursement to any third party for any purpose other than as stated on the voucher is prohibited.

5.The written or oral distribution of any false or misleading financial information or report, whether internal or external, is prohibited.

6.Accuride maintains pension and welfare programs that are subject to governmental statutes.  As a result, Accuride has an obligation to comply with these laws and all filings required by statute must be timely, accurate, and complete.

7.In the course of its business, Accuride is required to file tax forms with the proper authorities in many jurisdictions.  Accuride policy is to ensure that each such filing is accurate, complete, and timely made.  Employees will not take any action to evade taxes payable by the Company.  In addition, employees will not aid or facilitate others, including Accuride employees, vendors, customers, or subcontractors, in misrepresenting or evading taxes of any kind.

All Corporate books, records, and accounts are to be kept in reasonable detail.  They must accurately and fairly reflect Corporate transactions and use of Corporate assets in a manner that will assist in the preparation of complete and accurate financial reports.

Each employee of the Company, including those without financial reporting or accounting responsibilities, is required to understand and comply with this policy as it relates to individual job duties.

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POLICY ON POLITICAL CONTRIBUTIONS AND PUBLIC SERVICE

Accuride does not, directly or indirectly, make contributions or other payments or provide property or services to any candidate for public office or to any political party.  Any employee who makes a political contribution personally should ensure that he or she does not imply that it is a contribution from the Company.

Accuride encourages its employees to be actively involved in the civic affairs of the communities in which they live.  When speaking on public issues, however, employees should do so only as individual citizens of the community, and must be careful not to create the impression that they are acting on behalf of or representing the views of Accuride.  The only exception to this is employees who have appropriate authorization to speak on behalf of the Company.

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POLICY ON COMPLIANCE WITH THE FOREIGN CORRUPT PRACTICES ACT

Introduction

It is the policy of Accuride to conduct operations and activities outside the United States in complete compliance with the letter and spirit of the Foreign Corrupt Practices Act (FCPA).  No Company officer, employee, or agent shall offer payments to a foreign official to induce that official to affect any government act or decision in a manner that will assist the Company or any of its subsidiaries or divisions to obtain or retain business.  Furthermore, every officer, employee, and agent is obligated by Company policy and federal law to keep books, records, and accounts that accurately and fairly reflect all transactions and disposition of Company assets.

The Statutory Framework

The FCPA prohibits payments to foreign officials that are made or offered corruptly.  Corrupt payments for purposes of the act are payments intended to induce a foreign official to misuse his or her official position or to fail to perform an official function in a manner that will assist a company to obtain or retain business or otherwise benefit such company’s business.  Payments include gifts of substantial value, lavish entertainment, and loans.

Payments to attorneys, consultants, advisors, suppliers, and customers of the Company violate the FCPA if made while knowing that all or a portion of such payments will be offered, given, or promised to foreign officials for any of the prohibited purposes stated above.  A person’s state of mind is knowing when that person is aware of or has a firm belief that a prohibited transaction is substantially certain to occur.  Thus, mere negligence or foolishness is insufficient to form a basis for liability.  Liability cannot be avoided, however, by willful disregard or deliberate ignorance of the facts.  Large fees paid to a foreign consultant for efforts to persuade foreign government officials to take actions favorable to the Company’s future business operations are likely to raise questions where it is common knowledge that officials of that government typically expect payments before taking favorable action, even if the fees are mutually understood to be for the exclusive benefit of the consultant or agent.

There is an exclusion from coverage under the FCPA for so-called grease or facilitating payments, which are payments to expedite or secure the performance of routine government actions.  Such actions include obtaining permits, licenses, or other official documents; processing governmental papers, such as visas and work orders; providing police protection, mail pickup and delivery; loading and unloading cargo; and actions of a similar nature.

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COMPLIANCE WITH OUR CODE OF CONDUCT

The Ethics Committee has been created by the Board of Directors to implement and supervise the compliance program at all levels of the Corporation.  Specifically, the Ethics Committee has overall responsibility for approving and modifying the Code of Conduct, establishing training programs designed to educate all employees about the Code of Conduct, providing legal guidance regarding the meaning and application of the Code of Conduct, monitoring compliance with the Code of Conduct, reporting known violations of law to appropriate governmental authorities, and providing periodic reports to the Board of Directors on the effectiveness of the Code of Conduct.

The Ethics Committee has appointed Ethics Officers at each of our operating facilities.  These Ethics Officers will serve as front-line sources for Code of Conduct information, including answering questions about the meaning and application of the Code of Conduct; receiving reports, complaints or allegations concerning possible Code of Conduct violations; and generally serving as informational resources for employees in matters dealing with business ethics and conduct.  Additionally, each Ethics Officer will be responsible for educating and training all current and new employees on the meaning and application of the Code of Conduct.  The Ethics Officers will report directly to the Ethics Committee.

Finally, to the extent an employee feels uncomfortable consulting initially with his or her supervisor, an on-site Ethics Officer, or an Ethics Committee member concerning the meaning or application of the Code of Conduct or an actual or suspected Code violation, employees are encouraged to use a newly-established ethics “Help Line” (1-800-626-7096, Ext. 4222).  This “Help Line” will connect an employee with a confidential voice mail which is regularly monitored by the Ethics Committee and on which the employee can leave an anonymous confidential message.

It is the responsibility of every employee to report any actual or suspected violation of the Code of Conduct to his or her supervisor, an on-site Ethics Officer, the Ethics Committee, or to the Company’s General Counsel.  Reports may be made by telephone, in writing, through the Help Line, or through any other method acceptable to the employee, and may be made anonymously.  All reports of possible ethics violations will be recorded on an Ethics Committee Report (“ECR”) form.

Violations of federal, state, or local law violate this Code of Conduct and can expose you and the Company to criminal and civil prosecution.  Violation of this Code may result in disciplinary action, including suspension, demotion, or termination of employment.  The Company also may pursue civil remedies and/or refer criminal misconduct to appropriate prosecutorial authorities.

GENERAL DIRECTIONS

All salaried and certain other designated employees must read, understand and implement the Accuride Corporation Code of Conduct.  In doing so, every employee has the responsibility to recognize, and to avoid or prevent situations that may cause possible violations of this Code.  If, after reviewing the information in the Code, an employee has questions about its content or about matters pertaining specifically to his or her area of responsibility, the employee should consult with his or her supervisor, the on-site Ethics Officer or a member of the Ethics Committee.

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ACCURIDE CORPORATION

Ethics Committee Report (ECR)

Instructions to Employee

1.Fill out only the Circumstances of Suspected Violation section.

2.If you are unsure of specifics, estimate or leave the space blank.

3.Do not identify yourself or anyone else as the person making this report.  You may list yourself and others in the appropriate section as a person who may have relevant information.

4.Do not fill out any other section.  The remaining sections will be completed by the Company representatives who receive and act on your report.

5.You may leave your report with any Company manager, supervisor, Ethics Officer, or mail it to:

Bruce Henderson, Senior Ethics Officer

Accuride Corporation

P. O. Box 15600

Evansville, IN  47716

6.You may confirm that your report was received by the appropriate Company authorities by calling the Senior Ethics Officer anonymously at (812) 962-5471 and asking if the report has been logged in.

CIRCUMSTANCES OF SUSPECTED VIOLATION

Briefly describe suspected violation (what happened?)                                                                                                                                 

When did it happen?                                            Where?                                                                                                                            &n bsp; 

Person(s) suspected of involvement:                                                                                                                                                             

Person(s) who may have relevant information:                                                                                                                                             

RECEIPT OF INFORMATION BY COMPANY

Person Receiving ECR:                                                                                    Phone:                                   

Date & Time Received:                                                                                    Where Received:                                                           

Received:                    In Person                        By Mail                     Help Line               Other Phone                  Otherwise

               Level I Violation: No Investigation Required.  Receiving Officer:                                                        

Date Received by Ethics Committee:                                         Logged Into Case Management:                                         

DISPOSITION

Date Investigation Completed:                                    By:                                                         

Findings:                   Sustained                     Unfounded                   Exonerated                  Inconclusive

Corrective Actions Taken:                                                                                                                                                                     

16

CERTIFICATION

An Employee Certification Form is included with this summary.  Every employee is asked to review, sign, and forward the completed form to his or her Human Resources Department for placement in the employee’s personnel file.  Periodically, employees may be required to reaffirm their understanding of the Code of Conduct, in the same manner.

The contents of this document DO NOT CONSTITUTE THE TERMS OF A CONTRACT OF EMPLOYMENT.  This document should not be construed as a guarantee of continued employment.  Rather, employment with the Company is on an “at will” basis.  This means that the employment relationship may be terminated at any time by either the employee or the Company for any reason not expressly prohibited by law.

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CODE OF CONDUCT

EMPLOYEE CERTIFICATION FORM

This will confirm that I have received, recently read, and understand the Accuride Corporation Code of Conduct, which includes the following:

•Policy on Antitrust Compliance

•Policy on Freedom from Discrimination, Harassment, and Other Abusive Situations

•Policy on Environment, Health and Safety

•Policy on Freedom from Conflicting Interests

•Policy to Conduct Business Legally and Ethically and to Maintain Accurate and Meaningful Financial Records

•Policy on Political Contributions and Public Service

•Policy on Foreign Corrupt Practices Act

I acknowledge that I am responsible for understanding, complying with and implementing these policies as they apply to my position and area of accountability.  I accept this responsibility as a condition of my continuing employment.

To the best of my knowledge, I have been and currently am in compliance with these policies, except as noted below or as has already been properly reported to Accuride representatives.

(Use the space below and the back of this sheet to describe any existing circumstances that may conflict with the Code of Conduct.  Please include as much detail as possible.)

Name (Print)

Signature

Title

Location

Date

Please forward the completed form to your location’s Human Resources Department.

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EX-21.1

EXHIBIT 21.1

ACCURIDE CORPORATION

LIST OF SUBSIDIARIES

Subsidiary	Jurisdiction of Incorporation
Accuride Canada, Inc.	Canada
Accuride Texas, Inc.	Delaware
Accuride Henderson Limited Liability Company	Delaware
Accuride Erie, L.P.	Delaware
AKW General Partner, L.L.C.	Delaware
Accuride de Mexico, S.A. de C.V.	Mexico
Accuride Cuyahoga Falls, Inc.	Delaware

EX-23.1

Exhibit 23.1

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in Registration Statement No. 333-68227 of Accuride Corporation on Form S-8 of our report dated March 4, 2004, (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the change in the Company’s method of accounting for goodwill and other intangible assets) appearing in this Annual Report on Form 10-K of Accuride Corporation for the year ended December 31, 2003.

DELOITTE & TOUCHE LLP

Indianapolis, Indiana

March 15, 2004

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Terrence J. Keating, 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 annual 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 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 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)[Omitted in reliance on SEC Release No. 33-8238, 34-47986, Section III.E.];

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 officers 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 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 controls 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 17, 2004
		/s/ Terrence J. Keating
		Terrence J. Keating
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, John R. Murphy, 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 annual 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 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 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)[Omitted in reliance on SEC Release No. 33-8238, 34-47986, Section III.E.];

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 officers 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 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 controls 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 17, 2004
		/s/ John R. Murphy
		John R. Murphy
	Executive Vice President-Finance and Chief Financial Officer

EX-32.1

Exhibit 32.1

Section 906 Certification

I, Terrence J. Keating, the President and Chief Executive Officer of Accuride Corporation, certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350, that (i) the attached Annual Report on Form 10-K of Accuride Corporation for the fiscal year ended December 31, 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 Form 10-K Report for said period fairly presents, in all material respects, the financial condition and results of operations of Accuride Corporation.

/s/ Terrence J. Keating	Dated:	March 17, 2004
Terrence J. Keating
President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Section 906 Certification

I, John R. Murphy, Executive Vice President - Finance and Chief Financial Officer of Accuride Corporation, certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. 1350, that (i) the attached Annual Report on Form 10-K of Accuride Corporation for the fiscal year ended December 31, 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 Form 10-K Report for said period fairly presents, in all material respects, the financial condition and results of operations of Accuride Corporation.

/s/ John R. Murphy	Dated:	March 17, 2004
John R. Murphy
Executive Vice President - Finance and Chief Financial Officer