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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549

FORM 10-Q

(Mark One)ý

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended March 31, 2010.ORo

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the transition period
from              to              .


Commission file number 001-32483

ACCURIDE CORPORATION(Exact Name of Registrant as Specified in Its Charter)

Delaware(State or Other Jurisdiction of
Incorporation or Organization)

61-1109077(I.R.S. Employer
Identification No.)7140 Office Circle, Evansville, IN(Address of Principal Executive Offices)

47715(Zip Code)


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

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

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

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

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer ý

Smaller Reporting Company o


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

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

As of May 14, 2010, 126,294,882 shares of Accuride Corporation common stock, par value $.01 per share, were outstanding.



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Table of Contents



ACCURIDE CORPORATION

Table of Contents



PagePART IFINANCIAL INFORMATIONItem 1.

Condensed Consolidated Financial Statements (Unaudited)


3Condensed Consolidated Balance Sheets


3Condensed Consolidated Statements of Operations


4Condensed Consolidated Statements of Stockholders' Equity (Deficiency)


5Condensed Consolidated Statements of Cash Flows


6Notes to Condensed Consolidated Financial Statements


7Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations


31Item 3.

Quantitative and Qualitative Disclosures About Market Risk


40Item 4.

Controls and Procedures


41PART IIOTHER INFORMATIONItem 1.

Legal Proceedings


42Item 5.

Other Information


42Item 6.

Exhibits


44Signatures


46


2

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Table of Contents

Part I. FINANCIAL INFORMATION

Item 1.    Financial Statements



ACCURIDE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

Successor

Predecessor(In thousands, except for per share and per share data)

March 31,
2010

December 31,
2009ASSETSCURRENT ASSETS:Cash and cash equivalents

$
56,863

$
56,521Customer receivables, net of allowance for doubtful accounts of $2,329 in 2009


83,098


60,120Other receivables


7,607


6,181Inventories


61,368


50,742Deferred income taxes


2,535


2,811Income tax receivable


538


1,542Prepaid expenses and other current assets


5,420


21,220Total current assets


217,429


199,137PROPERTY, PLANT AND EQUIPMENT, net


194,452


229,527OTHER ASSETS:Goodwill


191,414


127,474Other intangible assets, net


244,840


89,230Deferred financing costs, net of accumulated amortization of $7,360 in 2009





4,282Other


25,676


22,020TOTAL

$
873,811

$
671,670LIABILITIES AND STOCKHOLDERS' DEFICIENCYCURRENT LIABILITIES:Accounts payable

$
53,544

$
31,277Accrued payroll and compensation


16,816


14,318Accrued interest payable


1,009


3,571Accrued workers compensation


6,886


7,038Debt





397,472Accrued and other liabilities


19,484


20,609Total current liabilities


97,739


474,285LONG-TERM DEBT


645,227


DEFERRED INCOME TAXES


16,703


14,274NON-CURRENT INCOME TAXES PAYABLE


7,914


7,914OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY


61,050


61,292PENSION BENEFIT PLAN LIABILITY


35,359


35,932OTHER LIABILITIES


13,451


4,125LIABILITIES SUBJECT TO COMPROMISE





302,114COMMITMENTS AND CONTINGENCIES (Note 7)





STOCKHOLDERS' DEFICIENCY:Predecessor Company Preferred Stock, $0.01 par value; 5,000,000 shares authorized and 1 issued





Predecessor Company Common Stock, $0.01 par value; 100,000,000 shares authorized, 48,139,000 shares issued, and 47,562,000 shares outstanding at
December 31, 2009 and additional paid-in-capital





268,582Successor Company Preferred Stock, $0.01 par value; 100,000,000 shares authorized





Successor Company Common Stock, $0.01 par value; 800,000,000 shares authorized, 126,294,882 shares issued and outstanding at March 31, 2010 and
additional paid-in-capital


49,396


Predecessor Company Treasury stock76,000 shares at cost in 2009





(751
)Accumulated other comprehensive loss





(48,376
)Accumulated deficiency


(53,028
)

(447,721
)Total stockholders' deficiency


(3,632
)

(228,266
)TOTAL

$
873,811

$
671,670


See notes to unaudited condensed consolidated financial statements.

3

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ACCURIDE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Successor

Predecessor(In thousands except per share data)

Period from
February 26 to
March 31,
2010

Period from
January 1 to
February 26,
2010

Three Months
Ended March 31,
2009NET SALES

$
64,914

$
104,059

$
143,576COST OF GOODS SOLD


59,314


99,577


143,536GROSS PROFIT


5,600


4,482


40OPERATING EXPENSES:Selling, general and administrative


4,366


7,595


12,224INCOME (LOSS) FROM OPERATIONS


1,234


(3,113
)

(12,184
)OTHER INCOME (EXPENSE):Interest income


12


54


219Interest expense


(3,505
)

(7,550
)

(13,522
)Loss on extinguishment of debt








(5,389
)Unrealized loss on mark to market valuation of convertible debt


(50,601
)




Other income (loss), net


(326
)

566


811LOSS BEFORE REORGANIZATION ITEMS AND INCOME TAXES


(53,186
)

(10,043
)

(30,065
)Reorganization items





(59,311
)

INCOME (LOSS) BEFORE INCOME TAXES


(53,186
)

49,268


(30,065
)INCOME TAX PROVISION (BENEFIT)


(158
)

(1,534
)

990NET INCOME (LOSS)

$
(53,028
)
$
50,802

$
(31,055
)Weighted average common shares outstandingbasic


126,295


47,572


36,169Basic income (loss) per share

$
(0.42
)
$
1.07

$
(0.86
)Weighted average common shares outstandingdiluted


126,295


47,572


36,169Diluted income (loss) per share

$
(0.42
)
$
1.07

$
(0.86
)


See
notes to unaudited condensed consolidated financial statements.

4

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ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (UNAUDITED)

(In thousands)

Comprehensive
Loss

Common
Stock and
Additional
Paid-in-
Capital

Treasury
Stock

Accumulated
Other
Comprehensive
Income (Loss)

Retained
Earnings
(Deficiency)

Total
Stockholders'
Equity
(Deficiency)BALANCE at January 1, 2010 (Predecessor)




$
268,582

$
(751
)
$
(48,376
)
$
(447,721
)
$
(228,266
)Net loss before reorganization items

$
(8,509
)










(8,509
)

(8,509
)Exercise of share-based awards





8











8Reorganization items














(25,030
)

(25,030
)Comprehensive loss

$
(8,509
)BALANCE at February 26, 2010 (Predecessor)





268,590


(751
)

(48,376
)

(481,260
)

(261,797
)FRESH START ADJUSTMENTS:Debt dischargeSenior Subordinated Notes





48,540








242,436


290,976Debt dischargeDeferred financing fees














(3,847
)

(3,847
)Debt dischargeSun Capital Warrant liability














76


76Debt dischargeTerm facility discount














(2,974
)

(2,974
)Issuance of Warrants














(6,618
)

(6,618
)Issuance of Notes














(144,732
)

(144,732
)BALANCE at February 26, 2010 (Predecessor)





317,130


(751
)

(48,376
)

(396,919
)

(128,916
)FRESH START ADJUSTMENTS:Cancellation of Predecessor preferred, common and treasury stock





(317,130
)

751








(316,379
)Cancellation of Predecessor accumulated deficit and accumulated other comprehensive loss











48,376


396,919


445,295Issuance of new equity interests





49,396











49,396BALANCE at February 26, 2010 (Successor)





49,396











49,396Net loss

$
(53,028
)










(53,028
)

(53,028
)Comprehensive loss

$
(53,028
)BALANCEMarch 31, 2010 (Successor)




$
49,396

$


$


$
(53,028
)
$
(3,632
)


See notes to unaudited condensed consolidated financial statements.

5

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ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Successor

Predecessor(In thousands)

Period from
February 26 to
March 31,
2010

Period from
January 1 to
February 26,
2010

Three Months
Ended March 31,
2009CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$
(53,028
)
$
50,802

$
(31,055
)Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Depreciation and impairment of property, plant and equipment


3,185


6,711


11,122Amortizationdeferred financing costs





694


886Amortizationother intangible assets


960


821


1,231Loss on extinguishment of debt








5,389Reorganization items





(59,311
)

Payments on reorganization items


(7,091
)

(12,164
)

Loss on disposal of assets


20


3


28Provision for deferred income taxes


(158
)

(1,560
)

Non-cash stock-based compensation








95Non-cash change in market valuationconvertible notes


50,601





Change in warrant liability








(2,328
)Paid-in-kind interest


875


1,769


1,371Changes in certain assets and liabilities:Receivables


(8,571
)

(15,833
)

8,950Inventories and supplies


(1,629
)

(5,736
)

977Prepaid expenses and other assets


(2,085
)

1,051


(1,349
)Accounts payable


(10,617
)

12,931


(20,046
)Accrued and other liabilities


5,864


(951
)

(5,774
)Net cash used in operating activities


(21,674
)

(20,773
)

(30,503
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment


(1,809
)

(1,457
)

(4,714
)Other


65


(555
)

79Net cash used in investing activities


(1,744
)

(2,012
)

(4,635
)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from postpetition senior credit facility





309,019


Payment of prepetition senior credit facility





(305,814
)

Proceeds from convertible notes





140,000


Payment of debtor-in-possession borrowing





(25,000
)

Payment of revolving credit facility





(71,659
)

(53,000
)Credit facility amendment fees








(7,091
)Other


(66
)

65


45Net cash provided by (used in) financing activities


(66
)

46,611


(60,046
)INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(23,484
)

23,826


(95,184
)CASH AND CASH EQUIVALENTSBeginning of period


80,347


56,521


123,676CASH AND CASH EQUIVALENTSEnd of period

$
56,863

$
80,347

$
28,492Supplemental cash flow information:Cash paid for interest

$
2,720

$
9,393

$
17,819Cash paid (received) for income taxes

$
(389
)
$
(826
)
$
1,266Non-cash transactions:Purchases of property, plant and equipment in accounts payable

$
510

$


$
4,041Issuance of warrants

$


$
6,618

$
4,655


See notes to unaudited condensed consolidated financial statements.

6

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ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 1Summary of Significant Accounting Policies

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

The
results of operations for the periods January 1, 2010 through February 26, 2010 for the Predecessor Company and February 26, 2010 through March 31, 2010
for the Successor Company are not necessarily indicative of the results to be expected for the year ending December 31, 2010. The unaudited consolidated financial statements and notes thereto
should be read in conjunction with the audited condensed consolidated financial statements and notes thereto disclosed in Accuride's Annual Report on Form 10-K for the year ended
December 31, 2009.

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 emergence from
Chapter 11 and the volume and complexity of the analysis required. It is anticipated that these studies will conclude during the second or third quarters of 2010.

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

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

7

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ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 1Summary of Significant Accounting Policies (Continued)

During
the pendency of the bankruptcy, we operated our business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code.

Financial Statement Presentation

We have prepared the accompanying consolidated financial statements in accordance with Accounting Standards Codification ("ASC") 852.
ASC 852 requires that the financial statements for the periods subsequent to a Chapter 11 filing separate transactions and events that are directly associated with the reorganization from the
ongoing operations of the business. Accordingly, all transactions (including, but not limited to, all professional fees, realized gains and losses and provisions for losses) directly associated with
the reorganization of the business are reported separately in the financial statements as reorganization items, net. The Predecessor Company recognized the following reorganization income (expense) in
our financial statements:

Predecessor(In thousands)

Period from
January 1 to
February 26,
2010Debt dischargeSenior subordinate notes and interest

$
242,436Market valuation of $140 million Convertible Notes


(144,732
)Professional fees


(25,030
)Market valuation of warrants issued


(6,618
)Deferred financing fees


(3,847
)Term facility discount


(2,974
)Other


76Total

$
59,311


Fresh-Start Reporting

Upon our emergence from Chapter 11 bankruptcy proceedings, we adopted fresh-start accounting in accordance with the provisions
of ASC 852 Reorganizations ("ASC 852"), pursuant to which the midpoint of the range of our reorganization value was allocated to our assets and liabilities in conformity with the procedures specified
by ASC 805, "Business Combinations."

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

8

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ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 1Summary of Significant Accounting Policies (Continued)

As
a result of the adoption of fresh-start reporting, our consolidated statements of financial position and consolidated statements of operations subsequent to February 26, 2010,
will not be comparable in many respects to our consolidated statements of financial position and consolidated statements of operations prior to February 26, 2010. References to "Successor
Company" refer to Accuride after February 26, 2010, after giving effect to the application of fresh-start reporting. References to "Predecessor Company" refer to Accuride prior to
February 26, 2010.

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 emergence from
Chapter 11 and the volume and complexity of the analysis required. It is anticipated that these studies will conclude during the second or third quarters of 2010. Due to the status of the
allocation of enterprise value of the Company, the revaluation of our assets and liabilities is subject to change from the presentation below.

9

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ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 1Summary of Significant Accounting Policies (Continued)

The
preliminary effects of the Plan of Reorganization and fresh-start reporting on the Company's consolidated balance sheet are as follows:

Fresh-Start Adjustments(in thousands)

Predecessor

Debt
Discharge and
Issuance(a)

Reinstatement
of Liabilities(b)

Revaluation of
Assets and
Liabilities(c)

SuccessorASSETSCURRENT ASSETSCash and cash equivalents

$
34,880

$
45,467

$





$
80,347Customer receivables, net


73,636











73,636Other receivables


8,498











8,498Inventories


56,639








3,028


59,667Deferred income taxes


4,371








(1,836
)

2,535Income tax receivable


720











720Prepaid expenses and other current assets


20,518








(16,439
)

4,079Total current assets


199,262


45,467





(15,247
)

229,482PROPERTY, PLANT AND EQUIPMENT, net


224,270








(27,531
)

196,739Goodwill


127,474








63,940


191,414Other intangible assets, net


88,409








157,391


245,800Deferred financing fees, net


3,847


(3,847
)







Other


22,221


66





2,600


24,887TOTAL

$
665,483

$
41,686

$


$
181,153

$
888,322LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT LIABILITIESAccounts Payable

$
57,074

$


$
7,978





65,052Accrued payroll and compensation


18,058











18,058Accrued interest payable


242











242Debt


399,500


(399,500
)







Accrued and other liabilities


27,044


(1,012
)

346





26,378Total current liabilities


501,918


(400,512
)

8,324





109,730LONG-TERM DEBT





593,751








593,751DEFERRED INCOME TAXES


14,274








2,841


17,115NON-CURRENT INCOME TAXES PAYABLE


7,914











7,914OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY


61,037











61,037PENSION BENEFIT PLAN LIABILITY


35,915











35,915OTHER LIABILITIES


4,108


6,542


2,814





13,464LIABILITIES SUBJECT TO COMPROMISE


302,114


(290,976
)

(11,138
)




STOCKHOLDERS' EQUITY (DEFICIENCY):Common stock and Additional Paid-in-Capital


268,590


48,540





(267,734
)

49,396Treasury stock


(751
)







751


Accumulated other comprehensive loss


(48,376
)







48,376


Retained earnings (deficiency)


(481,260
)

84,341





396,919


Total stockholders' equity (deficiency)


(261,797
)

132,881





178,312


49,396TOTAL

$
665,483

$
41,686

$


$
181,153

$
888,322


(a)Included
in the debt discharge and issuance is the receipt of the $140 million aggregate convertible notes, which was used to pay off the
last-out term facility of $71.1 million and DIP facility of $25.0 million. The net gain


10

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 1Summary of Significant Accounting Policies (Continued)

recognized
is a result of the discharge of our prepetition senior subordinated notes of $275.0 million along with interest of $16.0 million being partially offset by the issuance of new
convertible notes and the corresponding equity received from the Plan of Reorganization. (b)The
liabilities subject to compromise other than debt were reinstated to the appropriate liability classification as part of the Plan of Reorganization.(c)The
allocations of fair value are based upon preliminary valuation information and other studies that have not yet been completed due to the timing of the
emergence from Chapter 11 and the volume and complexity of the analysis required. It is anticipated that these studies will conclude during the second or third quarters of 2010. Due to the
status of the allocation of enterprise value of the Company, the revaluation of our assets and liabilities is subject to change from the presentation above. Also included in this column is the
adoption of the new accounting policy for supplies.


Postpetition Capital Structure

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



Under
the Plan of Reorganization, our prepetition common stock, all other equity interests in Accuride, our prepetition senior subordinated notes and the indenture governing our
prepetition senior subordinated notes were cancelled. The holders of these securities received the distributions described above. All amounts outstanding under the DIP credit facility were also paid
in full on the Effective Date and the DIP credit facility was terminated in accordance with its terms.

Additionally,
pursuant to the Plan of Reorganization, we amended and restated our Certificate of Incorporation and our Bylaws to, among other things, reduce the size of our Board of
Directors to

11

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ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 1Summary of Significant Accounting Policies (Continued)

seven
directors. As of the Effective Date, affiliates of certain Directors held approximately $14.0 million of our convertible notes, 25.9 million shares of our common stock, and
2.0 million warrants.

Management's Estimates and AssumptionsThe preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Derivative Financial InstrumentsWe use derivative financial instruments as part of our overall risk management strategy as further described
under
Item 7A of our 2009 Annual Report on Form 10-K. The derivative instruments used from time to time include interest rate and foreign exchange instruments. As of
March 31, 2010, there were no derivatives that were designated as hedges for financial reporting purposes.

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

Gains
and losses included as a component of interest expense for the three months ended March 31, 2009, included a realized loss of $848 and an unrealized gain of $808.

Foreign Exchange InstrumentsWe use foreign currency forward contracts and option contracts to limit foreign exchange risk on anticipated but not
yet
committed transactions expected to be denominated in Canadian dollars. At March 31, 2010, we had no open foreign exchange forward contracts.

Gains
and losses included as a component of other income (expense) for the three months ended March 31, 2009, included a realized gain of $207 and an unrealized loss of $439.

Commodity Price InstrumentsWe use commodity price swap contracts to limit exposure to changes in certain raw material prices. Commodity price
instruments, which do not meet the normal purchase exception, are not designated as hedges for financial reporting purposes and, accordingly, are carried in the financial statements at fair value,
with realized and unrealized gains and losses reflected in current period earnings as a component of "Cost of goods sold." At March 31, 2010, we had no open commodity price swaps or futures
contracts.

12

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 1Summary of Significant Accounting Policies (Continued)

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

Successor

Predecessor(In thousands except per share data)

Period from
February 26 to
March 31,
2010

Period from
January 1 to
February 26,
2010

Three Months
Ended March 31,
2009Numerator:Net income (loss)

$
(53,028
)
$
50,802

$
(31,055
)Denominator:Weighted average shares outstandingBasic


126,295


45,572


36,169Effect of dilutive share-based awards








Weighted average shares outstandingDiluted


126,295


45,572


36,169Basic income (loss) per common share

$
(0.42
)
$
1.07

$
(0.86
)Diluted income (loss) per common share

$
(0.42
)
$
1.07

$
(0.86
)


As
of March 31, 2010, there were warrants exercisable for 22,058,824 shares that were not included in the computation of diluted earnings per share because the effect would be
anti-dilutive. As of March 31, 2009, there were 545,461 stock options, 796,151 stock appreciation rights, and a warrant exercisable for 12,249,529 shares that were not included in
the computation of diluted earnings per share because the effect would be anti-dilutive.

Stock-Based CompensationCompensation expense for share-based compensation programs of $0.1 million was recognized in the three months ended
March 31, 2009. As of March 31, 2010, there were no unvested awards.

Income TaxUnder Accounting Principles Board Opinion No. 28,Interim Financial Reporting, we
compute on a quarterly basis an estimated annual effective tax rate considering ordinary income and related income tax expense. Ordinary income refers to income (loss) before income tax expense
excluding significant, unusual, or infrequently occurring items. The tax effect of an unusual or infrequently occurring item is recorded in the interim period in which it occurs. To the extent the
Company cannot reliably estimate annual projected taxes for a taxing jurisdiction, taxes on ordinary income for such a jurisdiction are reported in the period in which they are incurred, which is the
case for our domestic tax jurisdictions. Other items included in income tax expense in the periods in which they occur include the cumulative effect of changes in tax laws or rates, foreign exchange
gains and losses, adjustments to uncertain tax positions, and adjustments to our valuation allowance due to changes in judgment in the realizability of deferred tax assets in future years.

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

13

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 1Summary of Significant Accounting Policies (Continued)

Recent Accounting Adoptions

ASC 855-10We adoptedSubsequent Eventstopic in the FASB Accounting Standard Codification
for the Quarterly Report for the period ended June 30, 2009.Subsequent Eventsestablishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements are issued, which are referred to as subsequent events. The statement clarifies existing guidance on subsequent events,
including a requirement that a public entity should evaluate subsequent events through the issue date of the financial statements, the determination of when the effects of subsequent events should be
recognized in the financial statement and disclosures regarding all subsequent events. Adoption of theSubsequent Eventstopic did not have a material
affect on our consolidated financial statements.

ASC 820In April 2009, the Financial Accounting Standards Board (FASB) issued accounting guidance on interim disclosures about fair value of
financial
instruments. This guidance amends previous guidance to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual
financial statements. This guidance also amends previous guidance to require disclosures in summarized financial information at interim reporting periods. This guidance was effective for interim
reporting periods ending after June 15, 2009. The adoption of this guidance did not have a material impact on our consolidated financial statements.

ASC 810In June 2009, the FASB finalized SFAS No. 167, Amending FASB interpretation No. 46(R), which was later superseded by the FASB
Codification and included in ASC topic 810. The provisions of ASC 810 provide guidance in determining whether an enterprise has a controlling financial interest in a variable interest entity. This
determination identifies the primary beneficiary of a variable interest entity as the enterprise that has both the power to direct the activities of a variable interest entity that most significantly
impacts the entity's economic performance, and the obligation to absorb losses or the right to receive benefits of the entity that could potentially be significant to the variable interest entity.
This pronouncement also requires ongoing reassessments of whether an enterprise is the primary beneficiary and eliminates the quantitative approach previously required for
determining the primary beneficiary. New provisions of this pronouncement are effective January 1, 2010. The adoption of ASC 810 did not have a material impact on our consolidated financial
statements.

New Accounting Pronouncements

In January 2010, the FASB issued ASU 2010-6, "Improving Disclosures about Fair Value Measurements," which requires interim
disclosures regarding significant transfers in and out of Level 1 and Level 2 fair value measurements. Additionally, this ASU requires disclosure for each class of assets and liabilities
and disclosures about the valuation techniques and inputs used to measure fair value for both recurring and non-recurring fair value measurements. These disclosures are required for fair
value measurements that fall in either Level 2 or Level 3. Further, the ASU requires separate presentation of Level 3 activity for the fair value measurements. We adopted the
interim disclosure requirements under this standard during the quarter ended March 31, 2010, with the exception of the separate presentation in the Level 3 activity rollforward, which is
not effective until fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years.

14

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 2Operational Restructuring

Prior to 2010, in response to the slow commercial vehicle market and the decline of sales, management undertook a review of current operations that led to a comprehensive restructuring
plan. During that time, we approved a restructuring plan to more appropriately align our workforce in response to the relatively slow commercial vehicle market. Included were actions that were focused
on the consolidation of several of our facilities.

Restructuring
costs are shown below by reportable segment of the Predecessor Company:

January 1, 2010
through
February 26, 2010

Three Months Ended
March 31, 2009WheelsEmployee severance costs

$


$
643ComponentsEmployee severance costs


186


42CorporateEmployee severance costs





311Total

$
186

$
996


Of
the $1.0 million restructuring expenses recognized in the three months ended March 31, 2009, $0.7 million was recorded in cost of goods sold and the remaining
$0.3 million was recorded in selling, general and administrative operating expenses. The $0.2 million restructuring expenses recognized in the period January 1, 2010 through
February 26, 2010 was recorded in cost of goods sold.

The
following is a reconciliation of the beginning and ending restructuring reserve balances for the periods ended December 31, 2009 and March 31, 2010:

Employee
Severance Costs

Lease and Other
Contractual Costs

TotalBalance January 1, 2009

$
4,281

$


$
4,281Costs incurred and charged to operating expenses


1,037





1,037Costs incurred and charged to cost of goods sold


788


3,360


4,148Adjustments(1)





59


59Costs paid or otherwise settled


(5,420
)

(259
)

(5,679
)Balance at December 31, 2009

$
686

$
3,160

$
3,846Costs incurred and charged to operating expenses








Costs incurred and charged to cost of goods sold


186





186Adjustments(1)





9


9Costs paid or otherwise settled


(293
)




(293
)Balance at March 31, 2010

$
579

$
3,169

$
3,748


(1)Represents
accretion of interest on discounted restructuring liabilities.


The
remaining accrued liabilities will be paid in 2010.

15

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 3Inventories

Inventories are stated at the lower of cost or market. We review inventory on hand and write down excess and obsolete inventory based on our assessment of future demand and historical
experience. The components of inventory on a FIFO basis are as follows:

Successor

PredecessorMarch 31, 2010

December 31, 2009Raw materials

$
18,512

$
14,432Work in process


18,491


15,566Finished manufactured goods


24,365


20,744Total inventories, net

$
61,368

$
50,742


Note 4Goodwill and Other Intangible Assets

Goodwill and any indefinite-lived intangible assets are assessed for impairment annually or more frequently if circumstances indicate impairment may have occurred. The analysis of
potential impairment of goodwill requires a two-step approach. The first step is the estimation of fair value of each reporting unit. If step one indicates that impairment potentially
exists, the second
step is performed to measure the amount of impairment, if any. Goodwill impairment exists when the implied fair value of goodwill is less than its carrying value.

The
preliminary allocations of fair value to our reportable segments are based upon preliminary valuation information and other studies that have not yet been completed due to the timing
of the emergence from Chapter 11 and the volume and complexity of the analysis required. It is anticipated that these studies will conclude during the second or third quarters of 2010. Due to
the status of the allocation of enterprise value of the Company to our reportable segments, the carrying amount of goodwill as of March 31, 2010 by reportable segment is preliminary, as
follows:

Wheels

Components

Other

Corporate

TotalBalance as of March 31, 2010

$
124,381

$
76,563

$
4,415

$


$
191,414


The
preliminary value for intangible assets for the Successor Company includes $40,900 of technology which will be amortized over 15 years, $170,900 of customer relationships
which will be amortized over 20 years, $191,414 of goodwill, not deductible for income tax purposes, and $34,000 of trade names that are not subject to amortization.

The
changes in the carrying amount of other intangible assets for the period January 1, 2010 through February 26, 2010 by reportable segment for the Predecessor Company,
are as follows:

Components

Other

Corporate

TotalBalance as of December 31, 2009

$
83,045

$
5,812

$
373

$
89,230Amortization


(726
)

(64
)

(31
)

(821
)Balance as of February 26, 2010

$
82,319

$
5,748

$
342

$
88,409


16

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 4Goodwill and Other Intangible Assets (Continued)

The
changes in the carrying amount of other intangible assets for the period ended March 31, 2010 by reportable segment for the Successor Company, are as follows:

Wheels

Components

Other

TotalBalance as of February 26, 2010

$
127,800

$
81,100

$
36,900

$
245,800Amortization


(495
)

(310
)

(155
)

(960
)Balance as of March 31, 2010

$
127,305

$
80,790

$
36,745

$
244,840


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

Successor

PredecessorAs of March 31, 2010

As of December 31, 2009Weighted
Average
Useful
LivesGross
Amount

Accumulated
Amortization

Carrying
Amount

Gross
Amount

Accumulated
Amortization &
Impairment

Carrying
AmountGoodwill




$
191,414

$


$
191,414

$
378,804

$
251,330

$
127,474Other intangible assets:Non-compete agreements


3.0

$


$


$


$
3,160

$
2,787

$
373Trade names





34,000





34,000


38,080


30,980


7,100Technology


15.0


40,900


228


40,672


33,540


11,279


22,261Customer relationships


20.0


170,900


732


170,168


71,500


12,004


59,49619.0

$
245,800

$
960

$
244,840

$
146,280

$
57,050

$
89,230


We
estimate that aggregate intangible asset amortization expense for the Successor Company will be $9,395 in 2010 and $11,272 in each year beginning 2011 through 2014.

Note 5Comprehensive loss

Comprehensive loss for the period is summarized as follows:

Successor

Predecessor(In thousands)

Period from
February 26 to
March 31,
2010

Period from
January 1 to
February 26,
2010

Three Months
Ended March 31,
2009Net income (loss)

$
(53,028
)
$
50,802

$
(31,055
)Other comprehensive loss (net of tax):Foreign currency translation impact on pension liabilities adjustment








519Total comprehensive loss

$
(53,028
)
$
50,802

$
(30,536
)


Included
in accumulated other comprehensive loss is the impact of pension liability fluctuations in the Canadian dollar to U.S. dollar exchange rate related to our Canadian pension
plans.

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 6Pension and Other Postretirement Benefit Plans

Components of net periodic benefit cost for the periods ended:

Pension Benefits

Other BenefitsSuccessor

Predecessor

Successor

PredecessorPeriod from
February 26
to March 31,
2010

Period from
January 1 to
February 26,
2010

Three
Months
Ended
March 31,
2009

Period from
February 26
to March 31,
2010

Period from
January 1 to
February 26,
2010

Three
Months
Ended
March 31,
2009Service cost-benefits earned during the period

$
135

$
269

$
372

$
31

$
61

$
76Interest cost on projected benefit obligation


995


1,989


2,821


321


642


905Expected return on plan assets


(1,123
)

(2,245
)

(2,945
)







Amortization of net transition (asset) obligation


1


2


3








Amortization of prior service (credit) cost


26


53


82


(131
)

(261
)

(393
)Amortization of (gain)/loss


301


603


532








(129
)Total benefits cost charged to income

$
335

$
671

$
865

$
221

$
442

$
459


From
January 1, 2010 to February 26, 2010 and during the period from February 26, 2010 to March 31, 2010, contributions of $0.9 million and
$1.0 million have been made to our sponsored pension plans, respectively. We presently anticipate contributing an additional $8.5 million to fund our pension plans during 2010.

Note 7Commitments and Contingencies

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

As
of March 31, 2010, we had an environmental reserve of approximately $1.5 million, related primarily to our foundry operations. This reserve is based on current cost
estimates and does not reduce estimated expenditures to net present value, but does take into account the benefit of a contractual indemnity given to us by a prior owner of our wheel-end
subsidiary. The failure of the indemnitor to fulfill its obligations could result in future costs that may be material. Any cash expenditures required by us or our subsidiaries to comply with
applicable environmental laws and/or to pay for any remediation efforts will not be reduced or otherwise affected by the existence of the environmental reserve. We currently anticipate spending
approximately $0.2 million per year in 2010 through 2013 for monitoring the various environmental sites associated with the environmental reserve, including attorney and consultant costs for
strategic planning and negotiations with regulators and other potentially responsible parties, and payment of remedial investigation costs. Based on all of the information presently available to us,
we believe that our environmental reserves will be adequate to

18

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 7Commitments and Contingencies (Continued)

cover
the future costs related to the sites associated with the environmental reserves and that any additional costs will not have a material adverse effect on our financial condition, results of
operations or cash flows. However, the discovery of additional sites, the modification of existing or the promulgation of new laws or regulations, more vigorous enforcement by regulators, the
imposition of joint and several liability under CERCLA or analogous state laws or other unanticipated events could result in a material adverse effect.

The
final Iron and Steel Foundry National Emission Standard for Hazardous Air Pollutants, or NESHAP, was developed pursuant to Section 112(d) of the Clean Air Act and requires all
major sources of hazardous air pollutants to install controls representative of maximum achievable control technology. We believe that our foundry operations are in compliance with the applicable
requirements of the Iron and Steel Foundry NESHAP.

As
of March 31, 2010, we had approximately 2,620 employees, of which 624 were salaried employees with the remainder paid hourly. Unions represent approximately 1,450 of our
employees, which is approximately 55% of our total employees. We have collective bargaining agreements with several unions, including (1) the United Auto Workers, (2) the International
Brotherhood of Teamsters, (3) the United Steelworkers, (4) the International Association of Machinists and Aerospace Workers, (5) the National Automobile, Aerospace,
Transportation, and General Workers Union of Canada and (6) El Sindicato Industrial de Trabajadores de Nuevo Leon.

Each
of our unionized facilities has a separate contract with the union that represents the workers employed at such facility. The union contracts expire at various times over the next
few years with the exception of our union contract that covers the hourly employees at our Monterrey, Mexico, facility, which expires on an annual basis in January unless otherwise renewed. The 2010
negotiations in Monterrey and Elkhart have been completed. During the remainder of 2010, we have contracts expiring at our Erie and Rockford facilities. We do not anticipate that the outcome of the
2010 negotiations will have a material adverse effect on our operating performance or cost.

Note 8Financial Instruments

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

The
hierarchy consists of three levels:

Level 1

Quoted market prices in active markets for identical assets or liabilities;Level 2

Inputs other than Level 1 inputs that are either directly or indirectly observable; andLevel 3

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


19

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 8Financial Instruments (Continued)

The
carrying amounts of cash and cash equivalents, trade receivables, and accounts payable approximate fair value because of the relatively short maturity of these instruments. The fair
value of debt at December 31, 2009 and March 31, 2010 was $400.9 million and $646.6 million, respectively.

Fair ValueCarrying
AmountLevel 1

Level 2

Level 3As of March 31, 2010LiabilitiesPostpetition common stock warrants

$
6,818







$
6,818Conversion option within our convertible notes


221,590








221,590


Inputs
that factor into the valuations for our warrants include the strike price of the warrants ($2.10 per common share), the market price of our common stock per share, dividend yield,
volatility, risk-free rate, and the contractual term, which is two years from issuance. Inputs that factor into the market-based valuation model for the conversion option within our
convertible notes include the market price of our common stock per share, volatility, the risk-free rate, and credit spread.

The
following table summarizes changes in fair value of our Level 3 assets and (liabilities) for the periods ended December 31, 2009, February 26, 2010, and
March 31, 2010:

Marketable
Securities

Prepetition
Common
Stock
Warrants

Postpetition
Common
Stock
Warrants

Conversion
Option within
our
Convertible
NotesBalance at January 1, 2009

$
5,000








Purchase (issuance) of securities




$
(4,655
)




Unrealized gain (loss) recognized





594





Realized loss


(1,100
)







Net settlements


(3,900
)

3,985





Balance at December 31, 2009

$


$
(76
)




Net settlements





76





Issuance of securities







$
6,818

$
170,989Balance at February 26, 2010

$


$


$
6,818

$
170,989Unrealized loss











50,601Balance at March 31, 2010

$


$


$
6,818

$
221,590


Note 9Segment Reporting

As a part of our continual monitoring of the long-term economic characteristics, products and production processes, class of customer, and distribution methods of our
operating segments, we aggregate our seven operating segments into three reportable segments shown below. The accounting policies of the reportable segments are the same as described in Note 1,
Summary of Significant Accounting Policies.

20

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 9Segment Reporting (Continued)

The
allocations of fair value to our reportable segments are based upon preliminary valuation information and other studies that have not yet been completed due to the timing of the
emergence from Chapter 11 and the volume and complexity of the analysis required. It is anticipated that these studies will conclude during the second or third quarters of 2010. Due to the
impact that this study has on our reportable segments, the information in the table below should be considered preliminary.

Successor

PredecessorPeriod from
February 26 to
March 31,
2010

Period from
January 1 to
February 26,
2010

Three Months
Ended March 31,
2009Net sales:Wheels

$
23,761

$
38,379

$
56,885Components


35,154


57,233


74,056Other


5,999


8,447


12,635Consolidated total

$
64,914

$
104,059

$
143,576Income (loss) from Operations:Wheels

$
1,375


2,663

$
5,488Components


1,311


(2,250
)

(12,216
)Other


743


1,662


2,640Corporate


(2,195
)

(5,188
)

(8,096
)Consolidated total

$
1,234

$
(3,113
)
$
(12,184
)




As ofMarch 31, 2010

December 31, 2009Total assets:Wheels

$
418,239

$
265,977Components


301,360


230,618Other


82,203


29,997Corporate


72,009


145,078Consolidated total

$
873,811

$
671,670


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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 10Debt

Debt at March 31, 2010, and December 31, 2009, consisted of the following:

Successor

PredecessorMarch 31, 2010

December 31, 2009Debt

Subject to
Compromise

DebtTerm FacilityNon-related Parties

$
309,019

$


$
224,560Term FacilityRelated Party Last-Out Loans








79,486Senior Subordinated Notes





275,000


Convertible Notes, at fair value


336,208Revolving Credit Facility








71,659Term Facility Discount








(3,233
)Debtors-In-Possession ("DIP") Debt








25,000Total

$
645,227

$
275,000

$
397,472


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



22

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 10Debt (Continued)





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

23

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 11Guarantor and Non-guarantor Financial Statements

Our senior credit facility is secured by, among other things, a lien on substantially all of our U.S. and Canadian properties, assets and domestic subsidiaries ("Guarantor Subsidiaries")
and a pledge of 65% of the stock of our foreign subsidiaries. Our convertible notes are fully and unconditionally guaranteed, on a joint and several basis, by substantially all of our 100% owned
domestic subsidiaries ("Guarantor Subsidiaries"). The non-guarantor subsidiaries are our foreign subsidiaries. The following condensed financial information illustrates the composition of
the combined Guarantor Subsidiaries:

CONDENSED CONSOLIDATED BALANCE SHEET

March 31, 2010Parent

Guarantor
Subsidiaries

Non-guarantor
Subsidiaries

Eliminations

TotalASSETSCash and cash equivalents

$
61,609

$
(7,841
)
$
3,095




$
56,863Accounts receivable, net


33,952


48,912


7,841

$



90,705Inventories


18,492


39,000


3,889


(13
)

61,368Other current assets


1,792


2,412


26,289


(22,000
)

8,493Total current assets


115,845


82,483


41,114


(22,013
)

217,429Property, plant, and equipment, net


28,452


133,122


32,878





194,452Goodwill


73,696


94,938


22,780





191,414Intangible assets, net


127,305


117,535








244,840Investments in and advances to subsidiaries and affiliates


494,427








(494,427
)

Other non-current assets


13,916


2,514


9,246





25,676TOTAL

$
853,641

$
430,592

$
106,018

$
(516,440
)
$
873,811LIABILITIES AND STOCKHOLDERS' EQUITYAccounts payable

$
15,937

$
32,411

$
5,196




$
53,544Accrued payroll and compensation


2,543


8,592


5,681





16,816Accrued interest payable


1,003





6





1,009Accrued and other liabilities


27,068


417,189


56,714

$
(474,601
)

26,370Total current liabilities


46,551


458,192


67,597


(474,601
)

97,739Long term debt


623,227





22,000





645,227Deferred and non-current income taxes


160,131


(136,292
)

778





24,617Other non-current liabilities


27,364


68,807


13,689





109,860Stockholders' equity (deficiency)


(3,632
)

39,885


1,954


(41,839
)

(3,632
)TOTAL

$
853,641

$
430,592

$
106,018

$
(516,440
)
$
873,811


24

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 11Guarantor and Non-guarantor Financial Statements (Continued)



December 31, 2009(in thousands)

Parent

Guarantor
Subsidiaries

Non-guarantor
Subsidiaries

Eliminations

TotalASSETSCash and cash equivalents

$
53,505

$
(1,871
)
$
4,887




$
56,521Accounts receivable, net


26,145


185,953


5,831

$
(151,628
)

66,301Inventories


14,870


33,963


2,091


(182
)

50,742Other current assets


6,603


12,675


26,346


(20,051
)

25,573Total current assets


101,123


230,720


39,155


(171,861
)

199,137Property, plant, and equipment, net


34,672


154,173


40,682





229,527Goodwill


66,973


52,460


8,041





127,474Intangible assets, net


373


88,857








89,230Investments in and advances to subsidiaries and affiliates


271,863








(271,863
)

Other non-current assets


17,104


1,341


7,857





26,302TOTAL

$
492,108

$
527,551

$
95,735

$
(443,724
)
$
671,670LIABILITIES AND STOCKHOLDERS' EQUITYAccounts payable

$
5,289

$
22,206

$
3,782





31,277Debt


375,472





22,000

$



397,472Accrued payroll and compensation


3,006


5,885


5,427





14,318Accrued interest payable


3,067





504





3,571Accrued and other liabilities


8,297


277,845


1,977


(260,472
)

27,647Total current liabilities


395,131


305,936


33,690


(260,472
)

474,285Deferred and non-current income taxes


10,810


10,347


1,031





22,188Other non-current liabilities


18,465


69,442


13,442





101,349Liabilities subject to compromise


295,968


6,146








302,114Stockholders' equity (deficiency)


(228,266
)

135,680


47,572


(183,252
)

(228,266
)TOTAL

$
492,108

$
527,551

$
95,735

$
(443,724
)
$
671,670


25

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 11Guarantor and Non-guarantor Financial Statements (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

SuccessorPeriod from February 26 to March 31, 2010Parent

Guarantor
Subsidiaries

Non-guarantor
Subsidiaries

Eliminations

TotalNet sales

$
30,881

$
35,815

$
10,147

$
(11,929
)
$
64,914Cost of goods sold


32,367


30,630


8,246


(11,929
)

59,314Gross profit (loss)


(1,486
)

5,185


1,901





5,600Operating expenses


3,049


1,286


31





4,366Income (loss) from operations


(4,535
)

3,899


1,870





1,234Other income (expense):Interest expense, net


(3,140
)

(11
)

(342
)




(3,493
)Equity in earnings (losses) of subsidiaries


5,909








(5,909
)

Other income (expense), net


(51,420
)

67


426





(50,927
)Income (loss) before and income taxes


(53,186
)

3,955


1,954


(5,909
)

(53,186
)Income tax benefit


(158
)










(158
)Net income (loss)

$
(53,028
)
$
3,955

$
1,954

$
(5,909
)
$
(53,028
)




PredecessorPeriod from January 1 to February 26, 2010Parent

Guarantor
Subsidiaries

Non-guarantor
Subsidiaries

Eliminations

TotalNet sales

$
47,897

$
56,971

$
14,011

$
(14,820
)
$
104,059Cost of goods sold


45,553


54,526


14,318


(14,820
)

99,577Gross profit (loss)


2,344


2,445


(307
)




4,482Operating expenses


5,327


2,216


52





7,595Income (loss) from operations


(2,983
)

229


(359
)




(3,113
)Other income (expense):Interest expense, net


(6,804
)

(21
)

(671
)




(7,496
)Equity in earnings (losses) of subsidiaries


(826
)







826


Other income (expense), net


547


49


(30
)




566Income (loss) before reorganization items and income taxes


(10,066
)

257


(1,060
)

826


(10,043
)Reorganization items


(59,334
)

21


2





(59,311
)Income tax benefit


(1,534
)










(1,534
)Net income (loss)

$
50,802

$
236

$
(1,062
)
$
826

$
50,802


26

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 11Guarantor and Non-guarantor Financial Statements (Continued)



PredecessorThree Months Ended March 31, 2009Parent

Guarantor
Subsidiaries

Non-guarantor
Subsidiaries

Eliminations

TotalNet sales

$
64,255

$
78,828

$
22,159

$
(21,666
)
$
143,576Cost of goods sold


59,088


88,201


17,913


(21,666
)

143,536Gross profit (loss)


5,167


(9,373
)

4,246





40Operating expenses


9,034


2,964


226





12,224Income (loss) from operations


(3,867
)

(12,337
)

4,020





(12,184
)Other income (expense):Interest (expense), net


(12,538
)

(13
)

(752
)




(13,303
)Loss on extinguishment of debt


(5,389
)










(5,389
)Equity in earnings (losses) of subsidiaries


(9,857
)







9,857


Other income (expense), net


1,586


79


(854
)




811Income (loss) before income taxes


(30,065
)

(12,271
)

2,414


9,857


(30,065
)Income tax provision


990











990Net income (loss)

$
(31,055
)
$
(12,271
)
$
2,414

$
9,857

$
(31,055
)


27

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 11Guarantor and Non-guarantor Financial Statements (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

SuccessorPeriod from February 26 to March 31, 2010Parent
Company

Guarantor
Subsidiaries

Non-guarantor
Subsidiaries

Eliminations

TotalCASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$
(53,028
)
$
3,955

$
1,954

$
(5,909
)
$
(53,028
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation


545


2,198


442





3,185Amortizationother intangible assets


495


465








960Loss on disposal of assets


2


18








20Deferred income taxes


(158
)










(158
)Payments on reorganization items


(7,091
)










(7,091
)Paid-in-kind interest


875











875Equity in earnings of subsidiaries and affiliates


(5,909
)







5,909


Non-cash change in market valuationconvertible notes


50,601











50,601Change in other operating items


(4,521
)

(9,606
)

(2,911
)




(17,038
)Net cash used in operating activities


(18,189
)

(2,970
)

(515
)




(21,674
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant, and equipment


(1,107
)

(672
)

(30
)




(1,809
)Other





65








65Net cash used in investing activities


(1,107
)

(607
)

(30
)




(1,744
)CASH FLOWS FROM FINANCING ACTIVITIES:Other


(66
)










(66
)Net cash used in financing activities


(66
)










(66
)Decrease in cash and cash equivalents


(19,362
)

(3,577
)

(545
)




(23,484
)Cash and cash equivalents, beginning of period


80,971


(4,264
)

3,640





80,347Cash and cash equivalents, end of period

$
61,609

$
(7,841
)
$
3,095

$


$
56,863


28

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Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 11Guarantor and Non-guarantor Financial Statements (Continued)



PredecessorPeriod from January 1 to February 26, 2010Parent
Company

Guarantor
Subsidiaries

Non-guarantor
Subsidiaries

Eliminations

TotalCASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$
50,802

$
236

$
(1,062
)
$
826

$
50,802Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation


1,205


4,527


979





6,711Amortizationdeferred financing costs


690





4





694Amortizationother intangible assets


31


790








821Reorganization items


(59,334
)

21


2





(59,311
)Payments on reorganization items


(12,164
)










(12,164
)Paid-in-kind interest


1,769











1,769Loss (gain) on disposal of assets


2


1








3Equity in earnings of subsidiaries and affiliates


826








(826
)

Deferred income taxes


(1,560
)










(1,560
)Change in other operating items


(752
)

(6,636
)

(1,150
)




(8,538
)Net cash used in operating activities


(18,485
)

(1,061
)

(1,227
)




(20,773
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant, and equipment


(60
)

(1,377
)

(20
)




(1,457
)Other


(600
)

45








(555
)Net cash used in investing activities


(660
)

(1,332
)

(20
)




(2,012
)CASH FLOWS FROM FINANCING ACTIVITIES:Net proceeds from debt issuance


46,611











46,611Net cash provided by financing activities


46,611











46,611Increase (decrease) in cash and cash equivalents


27,466


(2,393
)

(1,247
)




23,826Cash and cash equivalents, beginning of year


53,505


(1,871
)

4,887





56,521Cash and cash equivalents, end of period

$
80,971

$
(4,264
)
$
3,640

$


$
80,347


29

---



Table of Contents

ACCURIDE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Note 11Guarantor and Non-guarantor Financial Statements (Continued)



PredecessorThree Months Ended March 31, 2009Parent
Company

Guarantor
Subsidiaries

Non-guarantor
Subsidiaries

Eliminations

TotalCASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$
(31,055
)
$
(12,271
)
$
2,414

$
9,857

$
(31,055
)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:Depreciation


1,922


7,791


1,409





11,122Amortizationdeferred financing costs


880





6





886Amortizationother intangible assets


47


1,184








1,231Loss on extinguishment of debt


5,389











5,389Gain on warrant valuation


(2,328
)










(2,328
)Paid-in-kind interest


1,371











1,371Loss (gain) on disposal of assets


(48
)

16


60





28Equity in earnings of subsidiaries and affiliates


9,857








(9,857
)

Non-cash stock-based compensation


95











95Change in other operating items


(11,945
)

6,165


(11,462
)




(17,242
)Net cash provided by (used in) operating activities


(25,815
)

2,885


(7,573
)




(30,503
)CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant, and equipment


(2,113
)

(2,351
)

(250
)




(4,714
)Other





79








79Net cash used in investing activities


(2,113
)

(2,272
)

(250
)




(4,635
)CASH FLOWS FROM FINANCING ACTIVITIES:Decrease in revolving credit advance


(35,000
)




(18,000
)




(53,000
)Other


(7,046
)










(7,046
)Net cash used in financing activities


(42,046
)




(18,000
)




(60,046
)Increase (decrease) in cash and cash equivalents


(69,974
)

613


(25,823
)




(95,184
)Cash and cash equivalents, beginning of year


95,630


(1,633
)

29,679





123,676Cash and cash equivalents, end of period

$
25,656

$
(1,020
)
$
3,856

$


$
28,492


30

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Table of Contents

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

The accompanying unaudited condensed interim consolidated financial statements are prepared in conformity with accounting principles
generally accepted in the United States of America and such principles are applied on a basis consistent with the information reflected in our Form 10-K for the year ended
December 31, 2009 filed with the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations promulgated by the SEC. In the opinion of management, the
interim financial information includes all adjustments and accruals, consisting only of normal recurring adjustments and adjustments related to fresh start accounting as noted in
Note 1Summary of Significant Accounting Policies, which are necessary for a fair presentation of results for the respective interim periods. The results of operations for the three
months ended March 31, 2010 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2010 or any interim period. Except for the
historical information contained herein, this quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Our actual results may differ
materially from those indicated by such forward-looking statements.

Overview

We are one of the largest manufacturers and suppliers of commercial vehicle components in North America, offering one of the broadest
product lines to the commercial vehicle industry. We believe that we have the number one or number two market position in a variety of heavy- and medium-duty commercial vehicle products
including: steel wheels, forged aluminum wheels, brake drums, disc wheel hubs, metal bumpers and seating assemblies. We market our products under some of the most recognized brand names in the
industry, including Accuride, Bostrom, Brillion, Fabco, Gunite, Highway Original, and Imperial. We have long-standing relationships with the leading original equipment manufacturers
("OEMs") and the related aftermarket channels in most major segments of the commercial vehicle market, including heavy- and medium-duty trucks, commercial trailers, light trucks, buses, as
well as specialty and military vehicles.

Our
primary product lines are standard equipment used by a majority of North American heavy- and medium-duty truck OEMs, providing us with a significant competitive
advantage. We believe that a majority of all heavy- and medium-duty truck models manufactured in North America contain one or more Accuride components.

Our
diversified customer base includes substantially all of the leading commercial vehicle OEMs, such as Daimler Truck North America, LLC, with its Freightliner and Western Star
brand trucks, PACCAR, Inc., with its Peterbilt and Kenworth brand trucks, Navistar, Inc., with its International brand trucks, and Volvo Truck Corporation, with its Volvo and Mack brand
trucks. Our primary commercial trailer customers include leading commercial trailer OEMs, such as Great Dane Limited Partnership, Wabash National, Inc., and Utility Trailer, Inc. Our
major light truck customer is General Motors Corporation. We have built relationships of more than 20 years with many of these leading OEM customers. Our product portfolio is supported by
strong sales, marketing and design engineering capabilities with 17 strategically located, technologically-advanced manufacturing facilities across the United States, Mexico, and Canada.

On
October 8, 2009, Accuride and its domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy
Court for the District of Delaware. Prior to filing for bankruptcy, we were in default under our prepetition senior credit facility and the indenture governing our prepetition senior subordinated
notes due to our failure to comply with certain financial covenants in the prepetition senior credit facility and to make the an interest payment on our prepetition senior subordinated notes.
Beginning in July 2009, we entered into a series

31

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Table of Contents

of
amendments and temporary waivers with our senior lenders and forbearances with our prepetition noteholders related to these defaults, which prevented acceleration of the indebtedness outstanding
under these debt instruments and enabled us to negotiate a financial reorganization to be implemented through the bankruptcy process with these key constituents prior to our bankruptcy filing. On
October 7, 2009, we entered into restructuring support agreements with the holders of approximately 57% of the principal amount of the loans outstanding under our prepetition senior credit
facility and the holders of approximately 70% of the principal amount of our prepetition senior subordinated notes, pursuant to which the parties agreed to support a financial reorganization of
Accuride and its domestic subsidiaries consistent with the terms set forth therein.

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

Recent
global market and economic conditions have been unprecedented and challenging with tighter credit conditions and recession in most major economies which have continued into 2010.
As a result of these market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern about the
stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease to provide credit to businesses
and consumers. These factors have led to a decrease in spending by businesses and consumers alike. Continued turbulence in the U.S. and international markets and economies and prolonged declines in
business and consumer spending may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our customers, including our ability to refinance maturing
liabilities and access the capital markets to meet liquidity needs.

The
heavy- and medium-duty truck and commercial trailer markets and the related aftermarket are the primary drivers of our sales. These markets are, in turn, directly
influenced by conditions in the North American truck industry generally by conditions in other industries which indirectly impact the truck industry, such as the home-building industry,
and by overall economic growth and consumer spending. Accordingly, the current economic conditions described above have led to a severe and ongoing downturn in the North American truck and vehicle
supply industries, which resulted in a significant decline in our sales volume and necessitated our bankruptcy filings in October 2009, as described above in Note 1. Although current industry
forecasts predict a modest improvement in commercial vehicle production in 2010, we cannot accurately predict how prolonged the current downturn may be. This downturn may lead to further reduced
spending and deterioration in the North American truck and vehicle supply industries for the foreseeable future. We emerged from bankruptcy with reduced financial leverage and an improved capital
structure, which we believe will better enable us to operate in this economic environment. However, we continue to be a highly leveraged company, and a delayed or failed economic recovery would
continue to have a material adverse effect on our business, results of operations and financial condition.

Using
the commercial vehicle industry production forecasts by industry experts, we expect results from operations to improve in 2010 compared to 2009 due to increased demand for our
product,

32

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Table of Contents

improved
operational efficiencies, and reduced fees and expenses related to our senior credit facilities and our Chapter 11 filing and emergence.

Results of Operations

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

In
connection with our emergence from Chapter 11 bankruptcy proceedings and the adoption of fresh-start accounting, the results of operations for 2010 separately present the 2010
Successor Period and the 2010 Predecessor Period. Although the 2010 Successor Period and the 2010 Predecessor Period are distinct reporting periods, the effects of emergence and fresh-start accounting
did not have a material impact on the comparability of our results of operations between the periods, except as discussed below. Accordingly, references to 2010 results of operations combine the two
periods in order to enhance the comparability of such information to the prior year. A summary of our operating results for the three months ended March 31, 2010 and 2009 and as a percentage of
net sales is shown below:

(Dollars in thousands)

Three months ended
March 31, 2010

Three months ended
March 31, 2009Net sales:Wheels

$
62,140


36.8
%
$
56,885


39.6
%Components


92,387


54.7
%

74,056


51.6
%Other


14,446


8.5
%

12,635


8.8
%Total net sales

$
168,973


100
%
$
143,576


100
%Gross Profit:Wheels


6,292


10.1
%

7,583


13.3
%Components


1,017


1.1
%

(10,451
)

(14.1
)%Other


3,714


25.7
%

3,864


30.6
%Corporate


(941
)


%

(956
)


%Total gross profit


10,082


6.0
%

40


0.0
%Operating expenses


11,961


7.1
%

12,224


8.5
%Loss from operations


(1,879
)

(1.1
)%

(12,184
)

(8.5
)%Interest (expense), net


(10,989
)

(6.5
)%

(13,303
)

(9.3
)%Loss on extinguishment of debt






%

(5,389
)

(3.7
)%Non-cash market valuationconvertible notes


(50,601
)

(29.9
)%





%Other income, net


240


0.1
%

811


0.6
%Reorganization items (gain)


(59,311
)

(35.1
)%





%Income tax expense (benefit)


(1,692
)

(1.0
)%

990


0.7
%Net loss

$
(2,226
)

(1.3
)%
$
(31,055
)

(21.6
)%


Net Sales.Combined net sales for the three months ended March 31, 2010, were $169.0 million, which was an increase of 17.7%,
compared
to net sales of $143.6 million for the three months ended March 31, 2009. The increase was due to increased product demand from both our OEM and aftermarket customers.

Gross Profit.Gross profit increased $10.0 million to $10.1 million for the three months ended March 31, 2010 due to the
contribution from increased net sales and improvements in operating efficiencies.

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Interest Expense.Net interest expense decreased $2.3 million to $11.0 million for the three months ended March 31, 2010
from
$13.3 million for the three months ended March 31, 2009. This was mostly due to not recognizing interest related to our prepetition senior subordinated notes that were cancelled as part
of our Plan of Reorganization and having a reduced net debt position as a result of our Plan of Reorganization.

Market ValuationConvertible Notes.In connection with accounting guidance following the emergence from Chapter 11, we will
record
our debt instruments at fair value. Due to the increase in value of our convertible notes, we recorded a charge to income of $50.6 million during 2010. We expect these unrealized,
non-cash gains or losses to continue as the fair value of the convertible notes fluctuates.

Reorganization Items.ASC 852 requires the recognition of certain transactions directly related to the reorganization as reorganization
expense in
the statement of operations. The reorganization gain of $59.3 million for 2010 consisted of $25.0 million professional fees directly related to reorganization and an $84.3 million
gain on the discharge and issuance of our debt instruments.

Net Loss.We had a net loss of $2.2 million for the three months ended March 31, 2010 compared to a net loss of
$31.1 million
for the three months ended March 31, 2009. The primary reasons for the improvement are improved gross profit and the net of one-time items related to the debt discharge and issuance
on the Effective Date and the non-cash market valuation charge for our convertible notes.

Changes in Financial Condition

At March 31, 2010, the Successor Company had total assets of $873.8 million, as compared to the Predecessor Company's
total assets of $671.7 million at December 31, 2009. The $202.1 million, or 30.1%, increase in total assets primarily resulted from changes from the fair valuation of the
company's assets by adopting fresh start accounting in accordance with ASC 852, as well as changes in working capital. The values of our Goodwill and Other Intangible Assets increased by
$219.6 million. We define working capital as current assets (excluding cash and debt) less current liabilities.

We
use working capital and cash flow measures to evaluate the performance of our operations and our ability to meet our financial obligations. We require working capital investment to
maintain our position as a leading manufacturer and supplier of commercial vehicle components. We continue to strive for aligning our working capital investment with our customers' purchase
requirements and our production schedules.

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

Successor

PredecessorMarch 31,
2010

December 31,
2009Accounts receivable

$
90,705

$
66,301Inventories


61,368


50,742Deferred income taxes (current)


2,535


2,811Other current assets


5,958


22,762Accounts payable


(53,544
)

(31,277
)Accrued payroll and compensation


(16,816
)

(14,318
)Accrued interest payable


(1,009
)

(3,571
)Accrued workers compensation


(6,886
)

(7,038
)Other current liabilities


(19,484
)

(20,609
)Working Capital

$
62,827

$
65,803


Significant
changes in working capital included:



Capital Resources and Liquidity

Our primary sources of liquidity during the periods January 1, 2010 through February 26, 2010 for the Predecessor Company
and February 26, 2010 through March 31, 2010 for the Successor Company were cash reserves, the DIP Facility, and the issuance of Convertible Notes. We believe that cash from operations
and existing cash reserves will provide adequate funds for our working capital needs, planned capital expenditures and debt service obligations through 2010 and the foreseeable future. Our ability to
fund working capital needs, planned capital expenditures, scheduled debt payments, and to comply with all of the financial covenants under the Credit Agreement, depends
on our future operating performance and cash flow, which in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control.

Operating Activities

Net cash used in operating activities during the three months ended March 31, 2010 amounted to $42.4 million. The primary
drivers of the use in cash were $19.3 million of cash payments for reorganization items and $25.5 million of increased working capital assets. During a period of increasing sales demand,
our working capital needs also rise.

Investing Activities

Net cash used in investing activities totaled $3.7 million for the three months ended March 31, 2010. Our most
significant cash outlays for investing activities are the purchases of property, plant and equipment. Capital expenditures for 2010 are expected to be approximately $17 million to
$22 million,

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which
we expect to fund through existing cash reserves. Due to the continued challenges facing our industry and the economy as a whole, we are managing our capital expenditures very closely in order
to preserve liquidity throughout 2010 while still maintaining our production capacity and making investments necessary to meet competitive threats and to seize upon growth opportunities.

Financing Activities

Net cash provided by financing activities totaled $46.6 million for the three months ended March 31, 2010. Included in
this amount are the impacts from the Plan of Reorganization of satisfying our term loan facilities of $305.8 million, our revolving credit facility of $71.7 million, and the DIP loan
facility of $25.0 million. Also included are proceeds from the $140 million convertible notes and $309.0 million for the new senior term facility.

Bank Borrowing

Prepetition Senior Credit Facility

Effective January 31, 2005, we entered into a fourth amended and restated credit agreement, which, as amended, we refer to as
our prepetition senior credit facility, in conjunction with the acquisition of TTI to refinance substantially all of our credit facilities, as well as the senior bank debt and subordinated debt of
TTI. Prior to our bankruptcy filing, our prepetition senior credit facility consisted of (i) a term facility in an aggregate principal amount of $550 million that required annual
amortization payments of 1% per year, which would have matured on January 31, 2012, and (ii) a revolving credit facility in an aggregate amount of $100 million (comprised of a
$76 million U.S. revolving credit facility and a $24 million Canadian revolving credit facility) which would have matured on January 31, 2010.

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

The
prepetition senior credit facility was amended and restated pursuant to the Plan of Reorganization on the Effective Date, as discussed below.

Debtor-in-Possession Credit Facility

In connection with our Chapter 11 filing, we entered into a superpriority secured ABL revolving credit facility of
$25 million and a term loan first-in, last-out facility of $25 million, which we refer to together as the DIP credit facility. Upon the Effective Date of the Plan
of Reorganization, all amounts outstanding under the DIP credit facility were paid and the DIP credit facility was terminated in accordance with its terms.

Postpetition Senior Credit Facility

On the Effective Date of the Plan of Reorganization, we entered into the fifth amendment and restatement to our prepetition senior
credit facility, which we refer to as the postpetition senior credit facility. As of the Effective Date, under our postpetition senior credit facility Accuride has outstanding term loans of
$287,019,628 and outstanding letters of credit in the stated amount of $2,000,000 and Accuride Canada Inc. has outstanding term loans of $22,000,000. The interest rate for all loans will be, at
our option, LIBOR + 6.75% (with a LIBOR floor of 3.00%) or Base Rate + 5.75% (with a Base Rate floor of 4.00%). The maturity for all loans and reimbursements of draws under
the letters of credit is June 30, 2013.

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

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

Bond Financing

Prepetition Senior Subordinated Notes

On January 31, 2005, we issued $275 million aggregate principal amount of 81/2% senior subordinated notes
due 2015 in a private placement transaction. Interest on the prepetition senior subordinated notes was payable on February 1 and August 1 of each year, beginning on August 1,
2005. The prepetition senior subordinated notes would have matured on February 1, 2015 and were redeemable, at our option, in whole or in part, at any time on or before February 1, 2010
in cash at the redemption prices set forth in the indenture, plus interest. The prepetition senior subordinated notes were general unsecured obligations ranking senior in right of payment to all of
our existing and future subordinated indebtedness. The prepetition senior subordinated notes were subordinated to all of our existing and future senior indebtedness including indebtedness incurred
under any senior credit facility. In May 2005, we successfully completed an exchange offer pursuant to which holders of our outstanding prepetition senior subordinated notes exchanged such notes for
otherwise identical 81/2% Senior Subordinated Notes due 2015 which had been registered under the Securities Act.

Pursuant
to the Plan of Reorganization, the prepetition senior subordinated notes and the indenture governing the prepetition senior subordinated notes were cancelled on the Effective
Date.

Postpetition Senior Convertible Notes

On the Effective Date, we issued $140 million aggregate principal amount of convertible notes and entered into the indenture
governing the convertible notes, dated the Effective Date. Under the terms of the Indenture, the convertible notes bear interest at a rate of 7.5% per annum and will mature on February 26,
2020. The first six interest payments will be PIK interest. Thereafter, beginning on August 26, 2013, interest on the convertible notes will be paid in cash.

The
convertible notes are convertible into Common Stock at any time beginning on the Effective Date until the second business day preceding maturity, at an initial conversion rate of
1333.3333 per $1,000 principal amount of notes (equivalent to an initial conversion price of $0.75 per share of Common Stock). The conversion rate is subject to customary adjustments and will also be
adjusted to account for PIK interest. The adjustment to the conversion rate for convertible notes issued as PIK interest serves to prevent the convertible notes outstanding immediately prior to the
PIK interest payment from being diluted by the notes paid as PIK interest.

The
convertible notes are redeemable by the Company, in whole but not in part, at any time on or after February 26, 2013, at a price equal to 100% of the principal amount of the
convertible notes to be redeemed, plus any accrued and unpaid interest up to the redemption date; provided, that (i) the Common Stock is listed on a national securities exchange,
(ii) the average weekly trading volume of the
Common Stock as reported by such national securities exchange during the four week period prior to conversion is at least 3.0% of the total number of outstanding shares of Common Stock immediately
prior to conversion and (iii) for twenty of the preceding thirty consecutive trading days, the Common Stock has had a closing sale price at least equal to 2.25 times the effective conversion
price.

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Restrictive Debt Covenants.Our credit documents (the postpetition senior credit facility and the indenture governing the convertible
notes) contain
numerous financial and operating covenants that limit the discretion of management with respect to certain business matters. These covenants place significant restrictions on, among other things, the
ability to incur additional debt, to pay dividends, to create liens, to make certain payments and investments and to sell or otherwise dispose of assets and merge or consolidate with other entities.

In
addition, under our postpetition senior credit facility, we are also required to meet certain financial covenants, which include minimum monthly liquidity and minimum EBITDA covenants
and a maximum capital expenditure covenant. The minimum EBITDA covenants begin June 30, 2011. 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.

We
continue to operate in a challenging economic environment and our ability to maintain liquidity and comply with our debt covenants may be affected by economic or other conditions that
are beyond our control and which are difficult to predict. The 2010 production forecasts by ACT Publications for the significant commercial vehicle markets that we serve, as of May 10, 2010,
are as follows:

North American Class 8


141,000North American Classes 5 - 7


116,385U.S. Trailers


106,775


Based
on the these production builds, we expect to comply with our debt covenants and believe that our liquidity will be sufficient to fund currently anticipated working capital, capital
expenditures, and debt service requirements for at least the next twelve months. However, if our net sales are significantly less than expectations, given the volatility and the calendarization of the
production builds as well as the other markets that we serve, or due to the challenging credit markets, we could violate our debt covenants or have insufficient liquidity. In the event of
noncompliance, we would pursue an amendment or waiver. However, no assurances can be given that those forecasts will be accurate.

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

Recent Developments

New Accounting Pronouncements

In January 2010, the FASB issued ASU 2010-6, "Improving Disclosures about Fair Value Measurements," which requires interim
disclosures regarding significant transfers in and out of Level 1 and Level 2 fair value measurements. Additionally, this ASU requires disclosure for each class of assets and liabilities
and disclosures about the valuation techniques and inputs used to measure fair value for both recurring and non-recurring fair value measurements. These disclosures are required for fair
value measurements that fall in either Level 2 or Level 3. Further, the ASU requires separate presentation of Level 3 activity for the fair value
measurements. We adopted the interim disclosure requirements under this standard during the quarter ended March 31, 2010, with the exception of the separate presentation in the Level 3
activity rollforward, which is not effective until fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years.

Critical Accounting Policies and Estimates.We have made a number of estimates and assumptions relating to the reporting of results of
operations and
financial position in the preparation

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of
our financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different
assumptions and conditions. We included in our Form 10-K for the year ended December 31, 2009 a discussion of our most critical accounting policies, which are those that have
a material impact on our financial condition or operating performance and require management's most difficult, subjective and complex judgments, often as a result of the need to make estimates about
the effect of matters that are inherently uncertain. Upon our emergence from Chapter 11 bankruptcy proceedings, we adopted fresh-start accounting in accordance with the provisions of ASC 852
Reorganizations ("ASC 852"), which requires additional number of estimates and assumptions related to the fair value of our consolidated balance sheets. 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 emergence from Chapter 11 and the volume and complexity of the analysis required.
It is anticipated that these studies will conclude during the second or third quarters of 2010.

Cautionary Statements Regarding Forward-Looking Statements

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

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



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For
further information, refer to the business description and additional risk factors sections included in our Form 10-K for the year ended December 31, 2009,
as filed with the SEC.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

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

Foreign Currency Risk

Certain forecasted transactions, assets, and liabilities are exposed to foreign currency risk. We monitor our foreign currency
exposures to maximize the overall effectiveness of our foreign currency derivatives. The principal currency of exposure is the Canadian dollar. From time to time, we use foreign currency financial
instruments to offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities. At March 31, 2010, we had no open foreign exchange forward
contracts.

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.

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Raw Material/Commodity Price Risk

We rely upon the supply of certain raw materials and commodities in our production processes, and we have entered into firm purchase
commitments for certain metals and natural gas. Additionally, from time to time, we use commodity price swaps and futures contracts to manage the variability in certain commodity prices on our
operations and cash flows. At March 31, 2010, we had no open commodity price swaps or futures contracts.

Interest Rate Risk

We use long-term debt as a primary source of capital. The following table presents the principal cash repayments and
related weighted average interest rates by maturity date for our long-term fixed-rate debt and other types of long-term debt at March 31, 2010:

(Dollars in thousands)

2010

2011

2012

2013

2014

Thereafter

Total

Fair
ValueLong-term Debt:Fixed Rate
















$
140,000

$
140,000

$
336,208Average Rate

















7.50
%

7.50
%Variable Rate










$
309,019







$
309,019

$
310,379Average Rate











9.75
%







9.75
%


The
fair value of our $140 million aggregate principal amount of convertible notes is disclosed on our condensed consolidated balance sheet at its fair value of
$336.2 million as of March 31, 2010. The table above represents the face value of the debt instrument with a fixed rate of interest of 7.5%.

We
have used interest rate swaps to alter interest rate exposure between fixed and variable rates on a portion of our long-term debt. As of December 31, 2009, we had
one interest rate swap agreement to exchange, at specified intervals, the difference between 3.81% from March 2008 through March 2010, and the variable rate interest amounts calculated by reference to
the notional principal amount of $125 million. As of December 31, 2009, we had a liability of $1.1 million included in accrued and other liabilities on the consolidated balance
sheet. On March 10, 2010 we terminated the swap agreement and paid the outstanding liability.

Item 4.    Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting.During the first quarter of fiscal 2010 there were no changes to our
internal controls over
financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

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

On
October 8, 2009, Accuride and its domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy
Court for the District of Delaware. On February 18, 2010, the Bankruptcy Court entered an order confirming the Third Amended Joint Plan of Reorganization, which approved and confirmed the Plan
of Reorganization, as modified by the confirmation order. On February 26, 2010, the Plan of Reorganization became effective and we emerged from Chapter 11 bankruptcy proceedings. During
the pendency of the bankruptcy, we operated our business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code. For more information, please see Note 1 to our condensed consolidated financial statements in this quarterly report.

Item 5.    Other Information



On May 17, 2010 Accuride Corporation (the "Company") entered into a letter agreement with William M. Lasky regarding the terms
of his employment as Interim President and Chief Executive Officer, which is filed herewith as Exhibit 10.3. Under the terms of this agreement Mr. Lasky will continue serving in such
capacity until a permanent President and Chief Executive Officer is appointed and as a member of the Board of Directors of the Company (the "Board") and will receive the following
compensation:



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On May 17, 2010 the Company entered into a letter agreement with James H. Woodward, Jr. regarding the terms of his employment as
Senior Vice President/Finance & Chief Financial Officer of the Company, which is filed herewith as Exhibit 10.4. Mr. Woodward was previously the interim Senior Vice
President/Chief Financial Officer. Under the terms of this agreement Mr. Woodward will receive the following compensation:





On May 17, 2010 the Board approved restricted stock unit (RSU) grants to the following named executive officers, as follows:

Award Recipient

Title

RSUsJames H. Woodward, Jr.

Senior Vice President / Chief Financial Officer


181,159Edward J. Gulda

Senior Vice President / Component Operations


163,043Richard F. Schomer

Senior Vice President / Marketing & Sales


144,928James J. Maniatis

Senior Vice President / Human Resources


144,928


Mr. Woodward's
grant was in satisfaction of the grant required under his employment letter described above.

The
RSUs entitled the recipients to receive a corresponding number of shares of the Company's common stock on the date the RSU vests. The RSUs were not granted under the terms of any
plan and are evidenced by the form Restricted Stock Unit Agreement in the form filed herewith as Exhibit 10.5. The RSUs vest one-third annually over three years subject to the
employee's continued employment with the Company. The RSUs will fully vest upon a change in control of the Company, as defined in the Restricted Stock Unit Agreement. Unvested RSUs will be forfeited
and any gain received from the shares of common stock received upon vesting in the RSUs is recoverable in the event that the recipient engages in certain prohibited activities within 24 months
of the receipt of the shares, which include violating any noncompete, nonsolicitation, confidential and proprietary information, or non-disclosure agreements or covenants.

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The
foregoing descriptions of Messrs. Lasky and Woodward's letter agreements and the form Restricted Stock Unit Agreements do not purport to be complete and are qualified in their
entirety by reference to the complete text of the relevant agreements, which are filed as Exhibits 10.1 through 10.3 to this report, and incorporated herein by reference.

Item 6.    Exhibits

Exhibit No.



Description2.1



Agreement and Plan of Merger, dated as of December 24, 2004, by and among Accuride Corporation, Amber Acquisition Corp., Transportation Technologies Industries, Inc., certain signing stockholders and the Company
Stockholders Representatives. Previously filed as an exhibit to the Form 8-K filed on December 30, 2004 and incorporated herein by reference.2.2



Amendment to Agreement and Plan of Merger, dated as of January 28, 2005, by and among Accuride Corporation, Amber Acquisition Corp., Transportation Technologies Industries, Inc. certain signing stockholders and
the Company Stockholders Representatives. Previously filed as an exhibit to the Form 8-K filed on February 4, 2005 and incorporated herein by reference.2.3



Third Amended Joint Plan of Reorganization for Accuride Corporation, et al. Previously filed as an exhibit to the Form 8-K filed on February 22, 2010, and incorporated herein by reference.2.4



Confirmation Order for Third Amended Plan of Reorganization. Previously filed as an exhibit to the Form 8-K filed on February 22, 2010, and incorporated herein by reference.3.1



Amended and Restated Certificate of Incorporation of Accuride Corporation. Previously filed as an exhibit to the Form 8-K (Acc. No. 0001104659-10-012168) filed on March 4, 2010, and incorporated herein by
reference.3.2



Amended and Restated Bylaws of Accuride Corporation. Previously filed as an exhibit to the Form 8-K (Acc. No. 0001104659-10-012168) filed on March 4, 2010, and incorporated herein by reference.4.1



Indenture, dated as of February 26, 2010, by and among Accuride Corporation, Accuride Corporation's direct and indirect domestic subsidiaries and Wilmington Trust FSB, with respect to $140.0 million aggregate
principal amount of 71/2% Senior Convertible Notes due 2020. Previously filed as an exhibit to the Form 8-K filed on March 4, 2010 (Acc. No. 0001104659-10-012168) and incorporated herein by
reference.4.2



Registration Rights Agreement, dated February 26, 2010, by and between Accuride Corporation and each of the Holders party thereto. Previously filed as an exhibit to the Form 8-K (Acc.
No. 0001104659-10-012168) filed on March 4, 2010 and incorporated herein by reference.4.3



Bond Guaranty Agreement dated as of March 1, 1999 by Bostrom Seating, Inc. in favor of NBD Bank as Trustee. Previously filed as an exhibit to Amendment No. 1 filed on February 23, 2005 to the
Form S-1 effective April 25, 2005 (Reg. No. 333-121944) and incorporated herein by reference.10.1
*


Accuride Incentive Compensation Plan. Previously filed as an exhibit to Form 10-Q filed on May 7, 2009 and incorporated herein by reference.


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Exhibit No.



Description10.2
*


Form of Indemnification Agreement between Accuride and its Directors and Officers. Previously filed as an exhibit to Form 8-K filed on May 5, 2010 and incorporated herein by reference.10.3
*


Letter dated May 17, 2010 from Accuride Corporation and Mr. William M. Lasky.10.4
*


Letter dated May 17, 2010 from Accuride Corporation and Mr. James H. Woodward, Jr.10.5
*


Form of Restricted Stock Unit Agreement.31.1



Section 302 Certification of William M. Lasky in connection with the Quarterly Report of Form 10-Q on Accuride Corporation for the period ended March 31, 2010.31.2



Section 302 Certification of James H. Woodward, Jr. in connection with the Quarterly Report on Form 10-Q of Accuride Corporation for the period ended March 31, 2010.32.1



Certifications Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.


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


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SIGNATURES

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

ACCURIDE CORPORATION/s/ WILLIAM M. LASKY

Dated: May 17, 2010William M. Lasky President and Chief Executive Officer
(Principal Executive Officer)/s/ JAMES H. WOODWARD, JR.

Dated: May 17, 2010James H. Woodward, Jr. Senior Vice President and Chief Financial Officer
(Principal Financial Officer)/s/ GREGORY A. RISCH

Dated: May 17, 2010Gregory A. Risch Vice President and Chief Accounting Officer
(Principal Accounting Officer)


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