8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 10, 2010

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32483	61-1109077
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
7140 Office Circle, Evansville, IN		47715
(Address of Principal Executive Offices)		(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 8.01.  Other Events.

Accuride Corporation (the “Company”) is filing its unaudited pro forma condensed consolidated financial information for the fiscal year ended December 31, 2009 and for the six-month period ended June 30, 2010 set forth in Exhibit 99.1 and presented in accordance with Article 11 of Regulation S-X.  The unaudited pro forma condensed consolidated statement of operations is derived from the historical consolidated financial statements of the Company and gives pro forma effect to (i) the Company’s Third Amended Plan of Reorganization, as amended and confirmed by the United States Bankruptcy Court for the District of Delaware on February 18, 2010 and (ii) the adoption of Fresh Start Accounting in accordance with Accounting Standards Codification No. 852, “Reorganizations,” in each case, upon the Company’s emergence from Chapter 11 bankruptcy proceedings on February 26, 2010.  Exhibit 99.1 is incorporated by reference into this Item 8.01.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

99.1Unaudited Pro Forma Condensed Consolidated Financial Information for Accuride Corporation.

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SIGNATURE

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

		ACCURIDE CORPORATION
Date:	August 10, 2010
		/s/ Stephen A. Martin
		Stephen A. Martin
		Vice President / General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited Pro Forma Condensed Consolidated Financial Information for Accuride Corporation.

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EX-99.1

Exhibit 99.1

Unaudited Pro Forma Condensed Consolidated Financial Information

Management has prepared the unaudited pro forma condensed consolidated financial information of Accuride Corporation (the “Company”) for the fiscal year ended December 31, 2009 and for the six-month period ended June 30, 2010 in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated statement of operations is derived from the historical consolidated financial statements of the Company and gives pro forma effect to (i) the Company’s Third Amended Plan of Reorganization, as amended and confirmed by the United States Bankruptcy Court for the District of Delaware on February 18, 2010 and (ii) the adoption of Fresh Start Accounting in accordance with Accounting Standards Codification No. 852, “Reorganizations,” in each case, upon the Company’s emergence from Chapter 11 bankruptcy proceedings on February 26, 2010.

Basis of Presentation

The accounting policies used in the preparation of the unaudited pro forma consolidated financial statements are those disclosed in the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2009, as presented in the Company’s Annual Report on Form 10-K filed on March 30, 2010, and the Company’s unaudited consolidated financial statements for the six-month period ended June 30, 2010, as presented in the Company’s Quarterly Report on Form 10-Q filed on August 6, 2010.  The unaudited pro forma condensed consolidated financial statements should be read in conjunction with these filings, including the consolidated financial statements and related notes contained therein.

For Fresh Start Accounting, the allocations of fair value are based upon preliminary valuation information and other studies that have not yet been completed due to the timing of the Company’s emergence from Chapter 11 bankruptcy proceedings and the volume and complexity of the analysis required. It is anticipated that these studies will conclude during the third or fourth quarters of 2010.  For further information regarding Fresh Start Accounting adjustments, please refer to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2010.

The unaudited pro forma financial data set forth below are presented for informational purposes only, should not be considered indicative of actual results of operations that would have been achieved had the Plan of Reorganization, Fresh Start Accounting and related events been consummated on the dates indicated, and do not purport to be indicative of the Company’s results of operations for any future period.

[Table begins on the next page]

The adjustments made for the Company’s emergence from Chapter 11 bankruptcy proceedings in the unaudited pro forma condensed consolidated financial information for the fiscal year ended December 31, 2009 and for the six-month period ended June 30, 2010 assume the financial effects resulting from the implementation of the Plan of Reorganization and the adoption of Fresh Start Accounting as of January 1, 2009.

	Predecessor Year Ended December 31,						Pro Forma (a) Year Ended December 31,			Predecessor Period from January 1 through February 26,			Successor Period from February 26 through June 30,						Pro Forma (a) Six Months Ended June 30,
(in thousands)	2009			Adjustments			2009			2010			2010			Adjustments			2010
Operating Data:
Net sales	$	570,193		—			$	570,193		$	104,059		$	260,553		—			$	364,612
Gross profit (loss) (b)	(2,302		)	$	12,863		10,561			4,482			21,419			$	4,138		30,039
Operating expenses (c)(d)	62,793			(10,906		)	51,887			7,595			24,601			(5,651		)	26,545
Income (loss) from operations	(65,095		)	23,769			(41,326		)	(3,113		)	(3,182		)	9,789			3,494
Interest expense, net (e)	59,753			(17,547		)	42,206			7,496			13,730			(74		)	21,152
Loss on extinguishment of debt	(5,389		)	—			(5,389		)	—			—			—			—
Unrealized loss on mark to market valuation of the convertible notes conversion option (f)	—			—			—			—			(31,204		)	—			(31,204		)
Other income (expense), net	6,888			—			6,888			566			1,941			—			2,507
Reorganization items (g)	14,379			(14,379		)	—			(59,311		)	—			59,311			—
Income tax (expense) benefit (h)	(2,384		)	(21,721		)	(24,105		)	1,534			(343		)	19,284			20,475
Net income (loss)	$	(140,112	)	$	33,974		$	(106,138	)	50,802			(46,518		)	(30,164		)	(25,880		)
Other Data:
Net cash provided by (used in):
Operating activities	$	(39,312	)							$	(20,773	)	$	(22,290	)
Investing activities	(34,873		)							(2,012		)	(7,157		)
Financing activities	7,030									46,611			1,419
Adjusted EBITDA	23,671			—			$	23,671		4,683			25,889			—			$	30,572
Depreciation, amortization, and impairment	55,665			$	(6,754	)	48,911			7,532			18,421			$	(3,162	)	22,791
Capital expenditures	20,364									1,457			4,775

(a)Pro forma financial information included in this table is presented, where applicable, in accordance with Article 11 of Regulation S-X.  Accordingly, we have not included a pro forma balance sheet because the relevant adjustments are already reflected in the Company’s balance sheet as of June 30, 2010, which is presented in our Quarterly Report on Form 10-Q filed on August 6, 2010.

(b)Depreciation expense for the fiscal year ended December 31, 2009 and for the six month period ended June 30, 2010, have been revised to reflect the preliminary allocations of fair values and increases the useful lives of our assets, as follows:

				Depreciation Expense
(in thousands, except for years)	Fair Value		Useful Life	Year Ended December 31, 2009			Six Months Ended June 30, 2010
Land	$	17,461	N/A	N/A			N/A
Building	39,280		8-14 years	$	3,571		$	1,785
Machinery and Equipment	216,851		4-10 years	30,979			15,489
Total pro forma depreciation expense				34,550			17,275
Less historical depreciation expense				(47,413		)	(21,413		)
Total				$	(12,863	)	$	(4,138	)

The fair values above are based upon preliminary valuation information and other studies that have not yet been completed due to the timing of our emergence from Chapter 11 bankruptcy proceedings and the volume and

complexity of the analysis required.  It is anticipated that these studies will conclude during the third or fourth quarters of 2010.

(c)Amortization expense for the fiscal year ended December 31, 2009 and for the six month period ended June 30, 2010, have been revised to reflect the preliminary allocations of intangible assets at fair value, as follows:

				Amortization Expense
(in thousands, except for years)	Fair Value		Useful Life	Year Ended December 31, 2009			Six Months Ended June 30, 2010
Trade Names	$	34,000	N/A	N/A			N/A
Technology	40,900		15 years	$	2,727		$	1,363
Customer relationships	166,100		20 years	8,305			4,153
Total pro forma amortization expense				11,032			5,516
Less historical amortization expense				(4,922		)	(4,540		)
Total				$	6,110		$	976

The fair values above are based upon preliminary valuation information and other studies that have not yet been completed due to the timing of our emergence from Chapter 11 bankruptcy proceedings and the volume and complexity of the analysis required.  It is anticipated that these studies will conclude during the third or fourth quarters of 2010.

(d)For the fiscal year ended December 31, 2009, operating expenses were adjusted to remove $17,015 of prepetition professional fees and related bankruptcy expenses. For the six months ended June 30, 2010, operating expenses were adjusted to remove $6,627 of professional fees and expenses.

(e)For the fiscal year ended December 31, 2009 and for the six month period ended June 30, 2010, pro forma interest expense reflects our new capital structure upon our emergence from Chapter 11 bankruptcy proceedings based on an assumed LIBOR of 400 basis points as follows:

	Interest Expense
(in thousands, except for years)	Year Ended December 31, 2009			Six Months Ended June 30, 2010
Postpetition senior credit facility (1)	$	30,129		$	15,065
Convertible notes (2)	12,797			6,208
Total pro forma interest expense	42,926			21,273
Less historical interest expense	(60,473		)	(21,347		)
Total	$	(17,547	)	$	(74	)

(1)Reflects pro forma interest expense on our postpetition senior credit facility assuming an initial outstanding balance of $309.0 million at an interest rate of 9.75%.

(2)Reflects pro forma interest expense on our convertible notes offered at an interest rate of 7.5%, net of the amortized discount, and accretion of the debt discount.

(f)Represents loss due to the application of Statement of Financial Accounting Standard No. 133 to our convertible notes conversion option.  We do not adjust for this loss because it is expected to be a recurring item going forward.

(g)For the fiscal year ended December 31, 2009, reorganization items were adjusted to remove the professional fees and expenses incurred related to our Plan of Reorganization. For the six month period ended June 30, 2010, reorganization items were adjusted to remove the net benefit recognized due to our discharge of debt on February 26, 2010, the effective date of the Plan of Reorganization, net of other professional fees and expenses incurred.

(h)   Tax effect of pro forma adjustments at 39%.