**Tableof Contents**

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**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, DC 20549**

** **

**FORM 10-Q**

 
| **(Mark  One)**                                                                                                                                                                                                                                                                                        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                                                                                             | ** ** |
| **x**                                                                                                                                                                                                                                                                                                  | **Quarterly  Report Pursuant to Section 13 or 15 (d) of the Securities Exchange  Act of 1934** |
| ** **                                                                                                                                                                                                                                                                                             | ** ** |
| **For the quarterly period ended September 30,  2008.**                                                                                                                                                                                                                                                |
| ** **                                                                                                                                                                                                                                                                                             | ** ** |
| **OR**                                                                                                                                                                                                                                                                                                 |
| ** **                                                                                                                                                                                                                                                                                             | ** ** |
| **o**                                                                                                                                                                                                                                                                                                  | **Transition Report Pursuant to  Section 13 or 15(d) of the Securities Exchange Act of 1934** |
| ** **                                                                                                                                                                                                                                                                                             | ** ** |
| **For the transition period from                        to                       .** |

** **

**Commission file number 001-32483**

 

**ACCURIDE CORPORATION**

(Exact Name ofRegistrant as Specified in Its Charter)

 

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

 

Registrant’sTelephone Number, Including Area Code: **(812)962-5000**

 

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

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act.

 

| Large Accelerated Filer o | Accelerated Filer x | Non-Accelerated Filer o | Smaller Reporting Company o |
|--------------------------------|--------------------------|------------------------------|----------------------------------|

 

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

 

As of November 6,2008, 35,725,570 shares of Accuride Corporation common stock, par value $.01per share, were outstanding. 

 

 

 

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**ACCURIDE CORPORATION**

 

**Table of Contents**

** **
| ** **                                   | ** ** | ** **                                                                                                             | ** ** | **Page** |
|----------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------|------------|----------|
| **PART I – FINANCIAL INFORMATION** |       |                                                                                                                   |
| ** **                                   |       |                                                                                                                   |
| Item 1.                                      |       | Condensed Consolidated Financial  Statements (Unaudited)                                                               |       |     |
|                                         |       |                                                                                                                   |       |     |
|                                         |       | Condensed Consolidated  Balance Sheets as of September 30, 2008 and December 31, 2007                        |       | 3        |
|                                         |       |                                                                                                                   |       |     |
|                                         |       | Condensed Consolidated  Statements of Operations for the Three and Nine Months Ended  September 30, 2008 and 2007 |       | 4        |
|                                         |       |                                                                                                                   |       |     |
|                                         |       | Condensed Consolidated  Statements of Cash Flows for the Nine Months Ended September 30, 2008  and 2007           |       | 5        |
|                                         |       |                                                                                                                   |       |     |
|                                         |       | Notes to  Condensed Consolidated Financial Statements                                                                  |       | 6        |
|                                         |       |                                                                                                                   |       |     |
| Item 2.                                      |       | Management’s  Discussion and Analysis of Financial Condition and Results of Operations                            |       | 19       |
|                                         |       |                                                                                                                   |       |     |
| Item 3.                                      |       | Quantitative  and Qualitative Disclosures About Market Risk                                                            |       | 26       |
|                                         |       |                                                                                                                   |       |     |
| Item 4.                                      |       | Controls and  Procedures                                                                                               |       | 26       |
|                                         |       |                                                                                                                   |       |     |
| **PART II  – OTHER INFORMATION**   |       |                                                                                                                   |
| ** **                                   |       |                                                                                                                   |
| Item 1.                                      |       | Legal Proceedings                                                                                                      |       | 27       |
|                                         |       |                                                                                                                   |       |     |
| Item 1A.                                     |       | Risk Factors                                                                                                           |       | 27       |
|                                         |       |                                                                                                                   |       |     |
| Item 5.                                      |       | Other Information                                                                                                      |       | 27       |
|                                         |       |                                                                                                                   |       |     |
| Item 6.                                      |       | Exhibits                                                                                                               |       | 28       |
|                                         |       |                                                                                                                   |       |     |
| Signatures                                   |       |                                                                                                                   |       | 29       |

 

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**Part I.  FINANCIAL INFORMATION**

 

**Item1.  Financial Statements**

 

**ACCURIDECORPORATION**

**CONDENSEDCONSOLIDATED BALANCE SHEETS (UNAUDITED)**

 
| ** **                                                                                                                                                           | ** ** | **September 30,** | ** ** | **December 31,** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------|------------|-----------------------|------------|
| **(In thousands, except for per share data)**                                                                                          | ** ** | **2008**               | ** ** | **2007**              | ** ** |
| ** **                                                                                                                                                           | ** ** | ** **             | ** ** | ** **            | ** ** |
| **ASSETS**                                                                                                                                                           |       |                   |       |                  |       |
| CURRENT ASSETS:                                                                                                                                                      |       |                   |       |                  |       |
| Cash and cash  equivalents                                                                                                                                           |       | $                      | 32,405     |                  | $          | 90,935 |   |
| Customer  receivables, net of allowance for doubtful accounts of $1,751 and $1,461 in  2008 and 2007, respectively                                                   |       | 113,495                |       | 81,719                |       |
| Other  receivables                                                                                                                                                   |       | 7,087                  |       | 5,476                 |       |
| Inventories, net                                                                                                                                                     |       | 86,580                 |       | 92,570                |       |
| Supplies, net                                                                                                                                                        |       | 20,480                 |       | 20,540                |       |
| Deferred income  taxes                                                                                                                                               |       | 19,168                 |       | 19,422                |       |
| Income tax  receivable                                                                                                                                               |       | 3,344                  |       | —                |       |
| Prepaid expenses  and other current assets                                                                                                                           |       | 3,375                  |       | 2,703                 |       |
| Total current  assets                                                                                                                                                |       | 285,934                |       | 313,365               |       |
| PROPERTY, PLANT  AND EQUIPMENT, net                                                                                                                                  |       | 267,004                |       | 279,240               |       |
| OTHER ASSETS:                                                                                                                                                        |       |                   |       |                  |       |
| Goodwill                                                                                                                                                             |       | 185,723                |       | 378,804               |       |
| Other intangible  assets, net                                                                                                                                        |       | 106,158                |       | 128,870               |       |
| Investment in  affiliates                                                                                                                                            |       | 120                    |       | 1,090                 |       |
| Deferred  financing costs, net of accumulated amortization of $4,630 and $3,705 in 2008  and 2007, respectively                                                      |       | 5,869                  |       | 6,794                 |       |
| Marketable  securities                                                                                                                                               |       | 5,000                  |       | —                |       |
| Other                                                                                                                                                                |       | 10,620                 |       | 5,471                 |       |
| TOTAL                                                                                                                                                                |       | $                      | 866,428    |                  | $          | 1,113,634 |   |
| **LIABILITIES  AND STOCKHOLDERS’ EQUITY**                                                                                                                       |       |                   |       |                  |       |
| CURRENT  LIABILITIES:                                                                                                                                                |       |                   |       |                  |       |
| Accounts payable                                                                                                                                                     |       | $                      | 84,771     |                  | $          | 80,070 |   |
| Accrued payroll  and compensation                                                                                                                                    |       | 25,895                 |       | 30,456                |       |
| Accrued interest  payable                                                                                                                                            |       | 4,612                  |       | 11,105                |       |
| Accrued and  other liabilities                                                                                                                                       |       | 31,964                 |       | 28,323                |       |
| Total current  liabilities                                                                                                                                           |       | 147,242                |       | 149,954               |       |
| LONG-TERM DEBT                                                                                                                                                       |       | 572,725                |       | 572,725               |       |
| DEFERRED INCOME  TAXES                                                                                                                                               |       | 1,793                  |       | 34,644                |       |
| NON-CURRENT  INCOME TAXES PAYABLE                                                                                                                                    |       | 9,935                  |       | 9,915                 |       |
| OTHER  POSTRETIREMENT BENEFIT PLAN LIABILITY                                                                                                                         |       | 58,513                 |       | 58,519                |       |
| PENSION BENEFIT  PLAN LIABILITY                                                                                                                                      |       | 6,933                  |       | 10,939                |       |
| OTHER  LIABILITIES                                                                                                                                                   |       | 2,729                  |       | 3,138                 |       |
| COMMITMENTS AND  CONTINGENCIES (Note 6)                                                                                                                              |       | —                 |       | —                |       |
| STOCKHOLDERS’  EQUITY:                                                                                                                                          |       |                   |       |                  |       |
| Preferred stock,  $0.01 par value; 5,000 shares authorized and unissued                                                                                              |       | —                 |       | —                |       |
| Common Stock,  $0.01 par value; 100,000 shares authorized, 36,186 and 36,066 shares issued,  and 35,482 and 35,362 shares outstanding in 2008 and 2007, respectively |       | 355                    |       | 354                   |       |
| Additional  paid-in-capital                                                                                                                                          |       | 263,910                |       | 262,645               |       |
| Treasury stock –  76 shares at cost in 2008 and 2007                                                                                                            |       | (751                   | )          | (751                  | )          |
| Accumulated  other comprehensive loss                                                                                                                                |       | (8,068                 | )          | (9,105                | )          |
| Retained  earnings (deficit)                                                                                                                                         |       | (188,888               | )          | 20,657                |       |
| Total  stockholders’ equity                                                                                                                                     |       | 66,558                 |       | 273,800               |       |
| TOTAL                                                                                                                                                                |       | $                      | 866,428    |                  | $          | 1,113,634 |   |

 

See notes to unauditedcondensed consolidated financial statements.

 

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**ACCURIDECORPORATION**

**CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)**

** **
| ** **                                                        | ** ** | **Three Months Ended  September 30,** | ** ** | **Nine Months Ended  September 30,** | ** ** |
|-------------------------------------------------------------------|------------|------------------------------------------------------|------------|-----------------------------------------------------|------------|
| **(in thousands except per share data)** | ** ** | **2008**                                             | ** ** | **2007**                                            | ** ** | **2008** | ** ** | **2007** | ** ** |
|                                                              |       |                                                 |       |                                                |       |   |   |   |   |
| NET SALES                                                         |       | $                                                    | 239,487    |                                                | $          | 220,580 |   | $ | 722,616 |   | $ | 791,143 |   |
| COST OF GOODS  SOLD                                               |       | 227,599                                              |       | 207,289                                             |       | 677,109 |   | 725,282 |   |
| GROSS PROFIT                                                      |       | 11,888                                               |       | 13,291                                              |       | 45,507 |   | 65,861 |   |
| OPERATING  EXPENSES:                                              |       |                                                 |       |                                                |       |   |   |   |   |
| Selling, general  and administrative                              |       | 14,807                                               |       | 13,690                                              |       | 41,222 |   | 42,964 |   |
| Impairment of  goodwill and other intangibles                     |       | 212,220                                              |       | —                                              |       | 212,220 |   | — |   |
| INCOME (LOSS)  FROM OPERATIONS                                    |       | (215,139                                             | )          | (399                                                | )          | (207,935 | ) | 22,897 |   |
| OTHER INCOME  (EXPENSE):                                          |       |                                                 |       |                                                |       |   |   |   |   |
| Interest income                                                   |       | 304                                                  |       | 399                                                 |       | 1,029 |   | 1,336 |   |
| Interest expense                                                  |       | (11,930                                              | )          | (12,014                                             | )          | (36,853 | ) | (36,242 | ) |
| Other income  (loss), net                                         |       | (456                                                 | )          | 2,524                                               |       | (577 | ) | 5,820 |   |
| LOSS BEFORE  INCOME TAXES                                         |       | (227,221                                             | )          | (9,490                                              | )          | (244,336 | ) | (6,189 | ) |
| INCOME TAX  BENEFIT                                               |       | (26,042                                              | )          | (8,270                                              | )          | (34,791 | ) | (7,978 | ) |
| NET INCOME  (LOSS)                                                |       | $                                                    | (201,179   | )                                                   | $          | (1,220 | ) | $ | (209,545 | ) | $ | 1,789 |   |
| Weighted average  common shares outstanding—basic            |       | 35,498                                               |       | 35,324                                              |       | 35,447 |   | 35,115 |   |
| Basic income  (loss) per share                                    |       | $                                                    | (5.67      | )                                                   | $          | (0.03 | ) | $ | (5.91 | ) | $ | 0.05 |   |
| Weighted average  common shares outstanding—diluted          |       | 35,498                                               |       | 35,324                                              |       | 35,447 |   | 35,209 |   |
| Diluted income  (loss) per share                                  |       | $                                                    | (5.67      | )                                                   | $          | (0.03 | ) | $ | (5.91 | ) | $ | 0.05 |   |

 

See notes to unauditedcondensed consolidated financial statements.

 

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**ACCURIDECORPORATION**

**CONSOLIDATEDSTATEMENTS OF CASH FLOWS (UNAUDITED)**

 
| ** **                                                                                           | ** ** | **Nine Months Ended  September 30,** | ** ** |
|------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|
| **(In thousands)**                                                                              | ** ** | **2008**                                            | ** ** | **2007** | ** ** |
| CASH FLOWS FROM  OPERATING ACTIVITIES:                                                               |       |                                                |       |   |   |
| Net income  (loss)                                                                                   |       | $                                                   | (209,545   | ) | $ | 1,789 |   |
| Adjustments to  reconcile net income (loss) to net cash provided by (used in) operating  activities: |       |                                                |       |   |   |
| Depreciation and  impairment of property, plant and equipment                                        |       | 30,412                                              |       | 44,228 |   |
| Amortization –  deferred financing costs                                                        |       | 925                                                 |       | 925 |   |
| Amortization –  other intangible assets                                                         |       | 4,133                                               |       | 4,256 |   |
| Loss on disposal  of assets                                                                          |       | 429                                                 |       | 125 |   |
| Provision for  deferred income taxes                                                                 |       | (34,927                                             | )          | (13,874 | ) |
| Non-cash  stock-based compensation                                                                   |       | 2,185                                               |       | 1,900 |   |
| Impairments of  investments                                                                          |       | 2,896                                               |       | — |   |
| Impairments of  goodwill and other intangibles                                                       |       | 212,220                                             |       | — |   |
| Changes in  certain assets and liabilities:                                                          |       |                                                |       |   |   |
| Receivables                                                                                          |       | (34,218                                             | )          | 30,153 |   |
| Inventories and  supplies                                                                            |       | 6,052                                               |       | (5,729 | ) |
| Prepaid expenses  and other assets                                                                   |       | (8,956                                              | )          | (3,411 | ) |
| Accounts payable                                                                                     |       | 10,958                                              |       | (25,818 | ) |
| Accrued and  other liabilities                                                                       |       | (9,471                                              | )          | (7,633 | ) |
| Net cash provided  by (used in) operating activities                                                 |       | (26,907                                             | )          | 26,911 |   |
| CASH FLOWS FROM  INVESTING ACTIVITIES:                                                               |       |                                                |       |   |   |
| Purchases of  property, plant and equipment                                                          |       | (24,862                                             | )          | (25,162 | ) |
| Purchase of  marketable securities                                                                   |       | (5,000                                              | )          | — |   |
| Other                                                                                                |       | (827                                                | )          | (270 | ) |
| Net cash used in  investing activities                                                               |       | (30,689                                             | )          | (24,892 | ) |
| CASH FLOWS FROM  FINANCING ACTIVITIES:                                                               |       |                                                |       |   |   |
| Payments on  long-term debt                                                                          |       | —                                              |       | (70,000 | ) |
| Increase in  revolving credit advance                                                                |       | —                                              |       | 5,000 |   |
| Decrease in  revolving credit advance                                                                |       | —                                              |       | (5,000 | ) |
| Other                                                                                                |       | (934                                                | )          | 4,129 |   |
| Net cash used in  financing activities                                                               |       | (934                                                | )          | (65,871 | ) |
| DECREASE IN CASH  AND CASH EQUIVALENTS                                                               |       | (58,530                                             | )          | (63,852 | ) |
| CASH AND CASH  EQUIVALENTS—Beginning of period                                                  |       | 90,935                                              |       | 110,204 |   |
| CASH AND CASH  EQUIVALENTS—End of period                                                        |       | $                                                   | 32,405     |   | $ | 46,352 |   |
|                                                                                                 |       |                                                |       |   |   |
| Supplemental  cash flow information:                                                                 |       |                                                |       |   |   |
| Cash paid for  interest                                                                              |       | $                                                   | 39,205     |   | $ | 39,129 |   |
| Cash paid for  income taxes                                                                          |       | $                                                   | 2,298      |   | $ | 3,419 |   |
| Purchases of  property, plant, and equipment in accounts payable                                     |       | $                                                   | 1,964      |   | $ | 1,760 |   |

 

Seenotes to unaudited condensed consolidated financial statements.

 

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**ACCURIDECORPORATION**

**NOTES TOCONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**

**AS OF SEPTEMBER 30, 2008 ANDDECEMBER 31, 2007 AND FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008AND 2007**

**(AMOUNTS IN THOUSANDS, EXCEPTSHARE AND PER SHARE DATA)**

** **

 

**Note 1 -Summary of Significant Accounting Policies**

 

***Basis ofPresentation*****– Theaccompanying unaudited condensed consolidated financial statements have been preparedin accordance with accounting principles generally accepted in the UnitedStates of America, except that the unaudited condensed consolidated financialstatements do not include all of the information and footnotes required bygenerally accepted accounting principles (“GAAP”) in the United States ofAmerica for complete financial statements. However, in the opinion of Accuride Corporation (“Accuride” or the “Company”),all adjustments (consisting of normal recurring accruals) considered necessaryto present fairly the condensed consolidated financial statements have beenincluded.

 

The results of operationsfor the three and nine months ended September 30, 2008 are not necessarilyindicative of the results to be expected for the year ending December 31,2008.  The unaudited condensedconsolidated financial statements and notes thereto should be read inconjunction with the audited condensed consolidated financial statements andnotes thereto disclosed in Accuride’s Annual Report on Form 10-K for the yearended December 31, 2007.

 

***Management’sEstimates and Assumptions*****- The preparation of financial statements inconformity with accounting principles generally accepted in the United Statesof America requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities and disclosures of contingentassets and liabilities at the date of the financial statements and the reportedamounts of revenues and expenses during the reporting period.  Actual results could differ from thoseestimates.

 

***DerivativeFinancial Instruments*** – We use derivative financial instruments as part of our overall riskmanagement strategy as further described under Item 7A of our 2007 AnnualReport on Form 10-K.  The derivativeinstruments used from time to time include interest rate, foreign exchange, andcommodity price instruments.  Allderivative instruments are recognized on the balance sheet at their estimatedfair values. As of September 30, 2008, there were no derivatives that weredesignated as hedges for financial reporting purposes.

 

***Interest Rate Instruments*** – We use interest rate swap agreements as a means offixing the interest rate on portions of our floating-rate debt.  As of September 30, 2008, we had oneinterest rate swap agreement outstanding, which was established in December 2007.  Pursuant to the terms of the interest rateswap agreement, we exchange with the counterparty, at specified intervals, thedifference between 3.81% from March 2008 through March 2010, and thevariable rate interest amounts calculated by reference to the notionalprincipal amount. The notional principal amounts under the terms are $200million from March 2008 through March 2009, $150 million from March 2009through September 2009 and $125 million from September 2009 through March 2010.

 

Gains and losses includedas a component of interest expense are as follows:

 
| ** **            | ** ** | **Three Months Ended September 30,** | ** ** | **Nine Months Ended September 30,** | ** ** |
|-----------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------|------------|
| ** **            | ** ** | **2008**                                                 | ** ** | **2007**                                                | ** ** | **2008** | ** ** | **2007** | ** ** |
| Realized Gain  (Loss) |       | $                                                        | (555       | )                                                       | $          | 646 |   | $ | (754 | ) | $ | 1,896 |   |
| Unrealized Loss       |       | $                                                        | (435       | )                                                       | $          | (563 | ) | $ | (1,617 | ) | $ | (1,357 | ) |

 

***Foreign Exchange Instruments*** – We use foreign currency forwardcontracts and option contracts to limit foreign exchange risk on anticipatedbut not yet committed transactions expected to be denominated in Canadiandollars. At September 30, 2008, the notional amount of open foreignexchange forward contracts was $9.2 million.

 

Gains and losses included as a component of otherincome (expense) are as follows:

 
| ** **              | ** ** | **Three Months Ended September 30,** | ** ** | **Nine Months Ended September 30,** | ** ** |
|-------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------|------------|
| ** **              | ** ** | **2008**                                                 | ** ** | **2007**                                                | ** ** | **2008** | ** ** | **2007** | ** ** |
| Realized Gain  (Loss)   |       | $                                                        | (61        | )                                                       | $          | 995 |   | $ | 175 |   | $ | 1,914 |   |
| Unrealized Gain  (Loss) |       | $                                                        | (164       | )                                                       | $          | (310 | ) | $ | (178 | ) | $ | 1,664 |   |

 

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***Commodity Price Instruments***— We use commodity price swap contractsto limit exposure to changes in certain raw material prices. Commodity priceinstruments, which do not meet the normal purchase exception, are notdesignated as hedges for financial reporting purposes and, accordingly, arecarried in the financial statements at fair value, with realized and unrealizedgains and losses reflected in current period earnings as a component of “Costof goods sold.” The notional amount of commodity price instruments at September 30,2008 was $6.5 million.

 

Gainsand losses included as a component of cost of goods sold are as follows:

 
| ** **              | ** ** | **Three Months Ended September 30,** | ** ** | **Nine Months Ended September 30,** | ** ** |
|-------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------|------------|
| ** **              | ** ** | **2008**                                                 | ** ** | **2007**                                                | ** ** | **2008** | ** ** | **2007** | ** ** |
| Realized Loss           |       | $                                                        | (562       | )                                                       | $          | (12 | ) | $ | (152 | ) | $ | (12 | ) |
| Unrealized Gain  (Loss) |       | $                                                        | (1,156     | )                                                       | $          | (224 | ) | $ | 433 |   | $ | (224 | ) |

 

***MarketableSecurities -***Wehave certain investments in bonds, which are categorized as marketablesecurities. We believe that these investments have a low risk for significantloss of principal. We regularly assess our marketable security investments forimpairments and adjust our investment strategy, as we deem appropriate. Weclassify these securities as available for sale and as non-current in theaccompanying condensed consolidated balance sheets based on original maturitydates of greater than one year.  Anyunrealized gains or losses would be recorded as a component of othercomprehensive income.

 

***Earnings Per Common Share*** – Basic and diluted earnings per commonshare were computed as follows:

 
| ** **                                                        | ** ** | **Three Months Ended September 30,** | ** ** | **Nine Months Ended September 30,** | ** ** |
|-------------------------------------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------|------------|
| **(in thousands except per share data)** | ** ** | **2008**                                                 | ** ** | **2007**                                                | ** ** | **2008** | ** ** | **2007** | ** ** |
| Numerator:                                                        |       |                                                     |       |                                                    |       |   |   |   |   |
| Net income  (loss)                                                |       | $                                                        | (201,179   | )                                                       | $          | (1,220 | ) | $ | (209,545 | ) | $ | 1,789 |   |
| Denominator:                                                      |       |                                                     |       |                                                    |       |   |   |   |   |
| Weighted average  shares outstanding – Basic                 |       | 35,498                                                   |       | 35,324                                                  |       | 35,447 |   | 35,115 |   |
| Effect of  dilutive stock options                                 |       | —                                                   |       | —                                                  |       | — |   | 94 |   |
| Weighted average  shares outstanding – Diluted               |       | 35,498                                                   |       | 35,324                                                  |       | 35,447 |   | 35,209 |   |
| Basic earnings  (loss) per common share                           |       | $                                                        | (5.67      | )                                                       | $          | (0.03 | ) | $ | (5.91 | ) | $ | 0.05 |   |
| Diluted earnings  (loss) per common share                         |       | $                                                        | (5.67      | )                                                       | $          | (0.03 | ) | $ | (5.91 | ) | $ | 0.05 |   |

 

As of September 30, 2008, there were 439,937stock options and 953,360 stock appreciation rights that were not included inthe computation of diluted earnings per share because the effect would beanti-dilutive.

 

***Stock-Based Compensation***— We account for share-based compensationprograms in accordance with Statement of Financial Accounting Standards (“SFAS”)No. 123(R), *Share-Based Payment*.  As of September 30, 2008, there wasapproximately $4.5 million of unrecognized pre-tax compensation expense relatedto share-based awards not yet vested that will be recognized over aweighted-average period of 1.2 years.

 

Expense was recognized for share-based compensation asfollows:

 
| ** **                                   | ** ** | **Three Months Ended September 30,** | ** ** | **Nine Months Ended September 30,** | ** ** |
|----------------------------------------------|------------|----------------------------------------------------------|------------|---------------------------------------------------------|------------|
| ** **                                   | ** ** | **2008**                                                 | ** ** | **2007**                                                | ** ** | **2008** | ** ** | **2007** | ** ** |
| Share-based  compensation expense recognized |       | $                                                        | 475        |                                                    | $          | 620 |   | $ | 2,185 |   | $ | 1,900 |   |
|                                              |            |                                                          |            |                                                         |            |  |  |  |  |  |  |  |  |

 

***Recent Accounting Adoptions***

 

***SFAS No. 157***—In September 2006, the Financial Accounting Standards Board (“FASB”)issued Statement of Financial Accounting Standard (“SFAS”) No. 157,*Fair Value Measurements*, to eliminate the diversity inpractice that exists due to the different definitions of fair value and thelimited guidance for applying those definitions in GAAP that are dispersedamong the many accounting pronouncements that require fair valuemeasurements.  However, on February 12,2008, the FASB issued Staff Position 157-2 which delays the effective date ofSFAS No. 157 for all nonfinancial assets and 

 

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nonfinancialliabilities, except those that are recognized or disclosed at fair value in thefinancial statements on a recurring basis. For items within its scope, thisStaff Position defers the effective date of SFAS No. 157 to fiscal yearsbeginning after November 15, 2008. The adoption of SFAS No. 157 on January 1, 2008 for financialassets and liabilities had no material impact on our consolidated financialstatements.  We are currently assessing the impactof SFAS No. 157 for nonfinancial assets and liabilitieson our consolidated financial position and results of operations.

 

***SFAS No. 159***— In February 2007, the FASB issued SFAS No. 159,*Establishing the Fair Value Option for FinancialAssets and Liabilities*, which permits an entity to measure certainfinancial assets and financial liabilities at fair value. Under SFAS No. 159,entities that elect the fair value option will report unrealized gains andlosses in earnings at each subsequent reporting date. The fair value option maybe elected on an instrument-by-instrument basis, with a few exceptions, as longas it is applied to the instrument in its entirety. The fair value optionelection is irrevocable, unless a new election date occurs. SFAS No. 159also establishes presentation and disclosure requirements to help financialstatement users understand the effect of the entity’s election on itsearnings.  Due to making no election onany of our instruments, the adoption of SFAS No. 159 on January 1,2008 had no impact on our consolidated financial statements.

 

***RecentAccounting Pronouncements***

 

***SFAS No. 141(R) ***— In December 2007, the FASB issuedSFAS No. 141(R),*Business Combinations*,which replaces SFAS No. 141,*BusinessCombinations*.  SFAS No. 141(R) requiresthe acquirer of a business to recognize and measure the identifiable assetsacquired, the liabilities assumed, and any non-controlling interest in theacquiree at fair value. SFAS No. 141(R) also requires transactionscosts related to the business combination to be expensed as incurred. SFAS No. 141(R) appliesprospectively to business combinations for which the acquisition date is on orafter the beginning of the first annual reporting period beginning on or after December 15,2008. We are currently evaluating the impact of SFAS No. 141(R) relatedto future acquisitions, if any, on our consolidated financial statements.

 

***SFAS No. 160*** — In December 2007, the FASB issued SFAS No. 160,*Noncontrolling Interests in Consolidated FinancialStatements*.  SFAS No. 160requires all entities to report noncontrolling (minority) interests insubsidiaries as equity in the consolidated financial statements. Its intentionis to eliminate the diversity in practice regarding the accounting fortransactions between an entity and noncontrolling interests. SFAS No. 160will apply to fiscal years beginning on or after December 15, 2008.  We are currently evaluating the impact ofSFAS No. 160 on our consolidated financial statements.

 

***SFAS No. 161*** — In March 2008, the FASB issued SFAS No. 161,*Disclosures about Derivative Instruments andHedging Activities - an amendment of FASB Statement No. 133.*  SFAS No. 161 amends and expands thedisclosure requirements of SFAS No. 133 to provide a better understandingof how and why an entity uses derivative instruments, how derivativeinstruments and related hedged items are accounted for, and their effect on anentity’s financial position, financial performance, and cashflows.  SFAS No. 161 is effective for fiscal years beginning afterNovember 15, 2008. We are currently evaluating the impact of SFAS No. 161on our consolidated financial statements.

 

***FSP No. 142-3*** — In April 2008,the FASB issued FASB Staff Position (FSP) No. FAS 142-3, *Determination of the Useful Lifeof Intangible Assets.*FSP No. 142-3 was issued with the intentto improve the consistency between the useful life of a recognized intangibleasset under SFAS 142, *Goodwill and OtherIntangible Assets*, and the period of expected cash flows used tomeasure the fair value of the asset under SFAS 141(R), *BusinessCombinations*. The FSP amends factors an entity should consider indeveloping renewal or extension assumptions used to determine the useful lifeof a recognized intangible asset under SFAS 142. FSP No. 142-3 is effective forfiscal years beginning after December 15, 2008 and interim periods within thosefiscal years. We are currently evaluating the impact of FSP No. 142-3 on ourconsolidated financial statements.

 

***SFAS No. 162*** — In May 2008, the FASB issued SFAS No. 162,*The Hierarchy of Generally Accepted AccountingPrinciples.*  SFAS No. 162identifies the sources of accounting principles and the framework for selectingthe principles to be used in the preparation of financial statements ofnongovernmental entities that are presented in conformity with generallyaccepted accounting principles (GAAP) in the United States (the GAAPhierarchy). This Statement is effective 60 days following the SEC’s approval ofthe Public Company Accounting Oversight Board amendments to AU Section 411,*The Meaning of Present Fairly in Conformity WithGenerally Accepted Accounting Principles*. We are currentlyevaluating the impact of SFAS No. 162 on our consolidated financialstatements.

 

**Note 2 -Inventories**

 

Inventories are stated atthe lower of cost or market.  We reviewinventory on hand and write down excess and obsolete inventory based on ourassessment of future demand and historical experience.  The components of inventory on a FIFO basis,except at our subsidiary in Mexico, which values inventories using an averagecost basis, are as follows:

 

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| ** **                   | ** ** | **September 30, 2008** | ** ** | **December 31, 2007** | ** ** |
|------------------------------|------------|----------------------------------|------------|---------------------------------|------------|
| Raw materials                |       | $                                | 34,588     |                            | $          | 30,267 |   |
| Work in process              |       | 22,804                           |       | 28,193                          |       |
| Finished  manufactured goods |       | 29,188                           |       | 34,110                          |       |
| Total  inventories, net      |       | $                                | 86,580     |                            | $          | 92,570 |   |

 

**Note 3 - Goodwill and OtherIntangible Assets**

 

SFAS No. 141, *Business Combinations,* and SFAS No. 142,*Goodwill and Other Intangible Assets,*have been applied to the acquisition of Transportation Technologies Industries,Inc. (“TTI”), which occurred on January 31, 2005.  Accordingly, the tangible and identifiableintangible assets and liabilities were adjusted to fair values with theremainder of the purchase price recorded as goodwill.  Additionally, goodwill and indefinite-livedintangibles assets (trade names) are not amortized but are reviewed for impairmentat least annually or more frequently if impairment indicators arise.

 

Under SFAS No. 142,we are required to assess goodwill and any indefinite-lived intangible assetsfor impairment annually, or more frequently if circumstances indicateimpairment may have occurred.  Theanalysis of potential impairment of goodwill requires a two-step approach.  The first step is the estimation of fairvalue of each operating segment.  If stepone indicates that impairment potentially exists, the second step is performedto measure the amount of impairment, if any. Goodwill impairment exists when the estimated fair value of goodwill isless than its carrying value.

 

Due to the significantdecline in our stock price resulting from overall economic and industryconditions, we determined that an indicator of impairment existed as of June30, 2008, and performed a step one analysis. The results indicate that impairments do exist in our Components andOther reporting segments.  Due to thecomplexity of estimating the fair value of tangible property and amortizingintangible assets, we were not able to complete the step two analysis.  We estimated the fair value of the affectedreporting units using a combination of market and income approaches, involvinguse of quoted market prices, market multiples, and discounted cash flowprojections.  We estimated the fair valueof the affected trade names using a relief from royalty method.  We recorded the estimated goodwill and otherintangible asset impairment charges of $193.1 million and $19.1 million,respectively, in the three months ended September 30, 2008.  We will conclude the step two analysis duringthe three months ended December 31, 2008, and will make any adjustments to theimpairment charges, if necessary.  Suchcharges are non-cash and do not affect our liquidity, tangible equity or debtcovenant ratios.

 

The changes in thecarrying amount of goodwill for the period ended September 30, 2008 byreportable segment, are as follows:

 
| **(in thousands)**                | ** ** | **Wheels** | ** ** | **Components** | ** ** | **Other** | ** ** | **Corporate** | ** ** | **Total** | ** ** |
|----------------------------------------|------------|------------|------------|----------------|------------|-----------|------------|---------------|------------|-----------|------------|
|                                   |       |       |       |           |       |      |       |          |       |      |       |
| Balance as of  December 31, 2007  |       | $          | 123,199    |           | $          | 243,915   |       | $             | 11,690     |      | $          | — |   | 378,804 |   |
| Impairment  losses                     |       | —     |       | (186,468       | )          | (6,613    | )          | —        |       | (193,081  | )          |
| Balance as of  September 30, 2008 |       | $          | 123,199    |           | $          | 57,447    |       | $             | 5,077      |      | $          | — |   | $ | 185,723 |   |
|                                        |            |            |            |                |            |           |            |               |            |           |            |  |  |  |  |  |

 

The changes in thecarrying amount of other intangibles for the period ended September 30,2008 by reportable segment, are as follows:

 
| **(in thousands)**           | ** ** | **Wheels** | ** ** | **Components** | ** ** | **Other** | ** ** | **Corporate** | ** ** | **Total** | ** ** |
|-----------------------------------|------------|------------|------------|----------------|------------|-----------|------------|---------------|------------|-----------|------------|
|                              |       |       |       |           |       |      |       |          |       |      |       |
| Balance as of  December 31, 2007  |       | $          | —     |           | $          | 118,423   |       | $             | 9,860      |      | $          | 587 |   | 128,870 |   |
| Additions                         |       | —     |       | —         |       | —    |       | 560           |       | 560       |       |
| Amortization                      |       | —     |       | (3,338         | )          | (288      | )          | (507          | )          | (4,133    | )          |
| Impairment losses                 |       | —     |       | (17,363        | )          | (1,776    | )          | —        |       | (19,139   | )          |
| Balance as of September  30, 2008 |       | $          | —     |           | $          | 97,722    |       | $             | 7,796      |      | $          | 640 |   | $ | 106,158 |   |
|                                   |            |            |            |                |            |           |            |               |            |           |            |  |  |  |  |  |

 

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The summary of goodwilland other intangible assets is as follows:

 
| ** **                | ** ** | **Weighted**               | ** ** | **As of September 30, 2008** | ** ** | **As of December 31, 2007**      | ** ** |
|---------------------------|------------|----------------------------|------------|--------------------------------------------------|------------|------------------------------------------------------|------------|
| ** **                | ** ** | **Average  Useful  Lives** | ** ** | **Gross  Amount**                                | ** ** | **Accumulated  Amortization  & Impairment** | ** ** | **Carrying   Amount** | ** ** | **Gross  Amount** | ** ** | **Accumulated  Amortization  & Impairment** | ** ** | **Carrying  Amount** | ** ** |
| Goodwill                  |       | —                     |       | $                                                | 378,804    |                                                 | 193,081    |   | $ | 185,723 |   | $ | 378,804 |   | — |   | $ | 378,804 |   |
| Other intangible  assets: |       |                       |       |                                             |       |                                                 |       |   |   |   |   |   |   |   |   |
| Non-compete  agreements   |       | 3.0                        |       | $                                                | 3,160      |                                                 | $          | 2,519 |   | $ | 641 |   | $ | 2,600 |   | $ | 1,938 |   | $ | 662 |   |
| Trade names               |       | —                     |       | 38,080                                           |       | 20,239                                               |       | 17,841 |   | 38,080 |   | 1,100 |   | 36,980 |   |
| Technology                |       | 14.7                       |       | 33,540                                           |       | 8,416                                                |       | 25,124 |   | 33,540 |   | 6,690 |   | 26,850 |   |
| Customer  relationships   |       | 29.6                       |       | 71,500                                           |       | 8,948                                                |       | 62,552 |   | 71,500 |   | 7,122 |   | 64,378 |   |
|                      |       |                       |       | $                                                | 146,280    |                                                 | $          | 40,122 |   | $ | 106,158 |   | $ | 145,720 |   | $ | 16,850 |   | $ | 128,870 |   |

 

We estimate thataggregate amortization expense by year as follows:

** **
| 2008 |   | $ | 5,397 |   |
|------|--------|---|-------|--------|
| 2009 |   | $ | 4,923 |   |
| 2010 |   | $ | 4,923 |   |
| 2011 |   | $ | 4,922 |   |
| 2012 |   | $ | 4,736 |   |

 

**Note 4 -Comprehensive income (loss)**

 

Comprehensive income (loss)for the three and nine months ended September 30 is summarized as follows:

 
| ** **                                      | ** ** | **For The Three Months  Ended September 30,** | ** ** | **For The Nine Months  Ended September 30,** | ** ** |
|-------------------------------------------------|------------|------------------------------------------------------------------------|------------|-----------------------------------------------------------------------|------------|
| ** **                                      | ** ** | **2008**                                                               | ** ** | **2007**                                                              | ** ** | **2008** | ** ** | **2007** | ** ** |
| Net income  (loss)                              |       | $                                                                      | (201,179   | )                                                                     | $          | (1,220 | ) | $ | (209,545 | ) | $ | 1,789 |   |
| Other  comprehensive income (loss) (net of tax) |       |                                                                   |       |                                                                  |       |   |   |   |   |
| Pension  liability adjustment                   |       | 636                                                                    |       | (1,087                                                                | )          | 1,037 |   | (2,403 | ) |
| Total comprehensive  loss                       |       | $                                                                      | (200,543   | )                                                                     | $          | (2,307 | ) | $ | (208,508 | ) | $ | (614 | ) |

 

Included in accumulatedother comprehensive income is the impact of pension liability fluctuations inthe Canadian dollar to U.S. dollar exchange rate related to our Canadianpension plans.

 

**Note 5 -Pension and Other Postretirement Benefit Plans**

 

Componentsof Net Periodic Benefit Cost for the three and nine months ended September 30:

 
| ** **                                         | ** ** | **For The Three Months  Ended September 30,** | ** ** | **For The Nine Months  Ended September 30,** | ** ** |
|----------------------------------------------------|------------|------------------------------------------------------------------------|------------|-----------------------------------------------------------------------|------------|
| ** **                                         | ** ** | **Pension Benefits**                                              | ** ** | **Other Benefits**                                               | ** ** | **Pension Benefits** | ** ** | **Other Benefits** | ** ** |
| ** **                                         | ** ** | **2008**                                                               | ** ** | **2007**                                                              | ** ** | **2008** | ** ** | **2007** | ** ** | **2008** | ** ** | **2007** | ** ** | **2008** | ** ** | **2007** | ** ** |
| Service  cost-benefits earned during the year      |       | $                                                                      | 813        |                                                                  | $          | 853 |   | $ | 131 |   | $ | 211 |   | $ | 2,527 |   | $ | 2,851 |   | $ | 443 |   | $ | 854 |   |
| Interest cost on  projected benefit obligation     |       | 2,882                                                                  |       | 2,661                                                                 |       | 911 |   | 1,012 |   | 8,677 |   | 7,667 |   | 2,833 |   | 3,394 |   |
| Expected return  on plan assets                    |       | (3,749                                                                 | )          | (3,622                                                                | )          | — |   | — |   | (11,262 | ) | (10,343 | ) | — |   | — |   |
| Amortization of  net transition (asset)/obligation |       | 4                                                                      |       | 4                                                                     |       | — |   | — |   | 12 |   | 15 |   | — |   | — |   |
| Amortization of  prior service cost (benefit)      |       | 103                                                                    |       | 100                                                                   |       | (385 | ) | (243 | ) | 307 |   | 364 |   | (1,055 | ) | (599 | ) |
| Amortization of  (gain)/loss                       |       | 477                                                                    |       | 462                                                                   |       | (134 | ) | 2 |   | 1,417 |   | 1,371 |   | (401 | ) | 134 |   |
| Net amount  charged to income                      |       | $                                                                      | 530        |                                                                  | $          | 458 |   | $ | 523 |   | $ | 982 |   | $ | 1,678 |   | $ | 1,925 |   | $ | 1,820 |   | $ | 3,783 |   |
| Curtailment  charge (gain)                         |       | 2                                                                      |       | —                                                                |       | — |   | 1,228 |   | 2 |   | 3,187 |   | — |   | (151 | ) |
| Contractual  termination benefits charge           |       | 1,134                                                                  |       | —                                                                |       | — |   | — |   | 1,134 |   | 6,347 |   | — |   | — |   |
| Total amount  charged to income                    |       | $                                                                      | 1,666      |                                                                  | $          | 458 |   | $ | 523 |   | $ | 2,210 |   | $ | 2,814 |   | $ | 11,459 |   | $ | 1,820 |   | $ | 3,632 |   |

 

Forthe nine months ended September 30, 2007, we recorded a pre-taxcurtailment and other contractual termination benefits of $8.2 million. Thecontractual benefits charge represents a potential partial pension wind-up,which was determined to be probable for purposes of recognizing one-timebenefits in accordance with SFAS No. 146, *Accountingfor Costs Associated with Exit or Disposal Activities,*and SFAS No. 88,*Employers’ Accounting for Settlements and*

 

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*Curtailmentsof Defined Benefit Plans and Termination Benefits*.  During the three months ended September 30,2007, we recorded a pre-tax curtailment loss of $1.2 million related to achange in post-retirement benefits at our Erie, Pennsylvania, facility.  During the three months ended September 30,2008, we recorded a pre-tax curtailment loss of $1.1 million related to areduction of our workforce in our London, Ontario, facility.

 

Alsoduring the nine months ended September 30, 2007, we recorded $8.2 millionof severance costs related to a reduction-in-force as a component of cost ofgoods sold.  Cash paid for severancecosts in the nine months ended September 30, 2007, totaled $2.4million.  During the nine months ended September 30,2008, we recorded $7.4 million of severance costs related to thereduction-in-force.  Cash paid for the2008 reduction-in-force during the nine months ended September 30, 2008,totaled $1.0 million.

 

Asof September 30, 2008, $12.1 million has been contributed to our sponsoredpension plans.  We presently anticipatecontributing an additional $1.6 million to fund our pension plans in 2008 for atotal of $13.7 million.

 

**Note 6 –Contingencies**

 

We arefrom time to time involved in various legal proceedings of a character normallyincident to our business. We do not believe that the outcome of theseproceedings will have a material adverse effect on our consolidated financialcondition or results of operations.

 

As of September 30,2008, we had an environmental reserve of approximately $2.0 million,related primarily to TTI’s foundry operations. This reserve is based on currentcost estimates and does not reduce estimated expenditures to net present value,but does take into account the benefit of a contractual indemnity given to usby a prior owner of our wheel-end subsidiary. The failure for the indemnitor tofulfill its obligations could result in future costs that may be material. Anycash expenditures required by us or our subsidiaries to comply with applicableenvironmental laws and/or to pay for any remediation efforts will not bereduced or otherwise affected by the existence of the environmental reserve. Wecurrently anticipate spending approximately $0.2 million per year in 2008through 2011 for monitoring the various environmental sites associated with theenvironmental reserve, including attorney and consultant costs for strategicplanning and negotiations with regulators and other potentially responsibleparties, and payment of remedial investigation costs. Based on all of theinformation presently available to us, we believe that our environmentalreserves will be adequate to cover the future costs related to the sitesassociated with the environmental reserves, and that any additional costs willnot have a material adverse effect on our financial condition, results ofoperations or cash flows. However, the discovery of additional sites, themodification of existing or promulgation of new laws or regulations, morevigorous enforcement by regulators, the imposition of joint and severalliability under CERCLA or analogous state laws, or other unanticipated eventscould also result in such a material adverse effect.

 

Thefinal Iron and Steel Foundry National Emission Standard for Hazardous AirPollutants, or NESHAP, was developed pursuant to Section 112(d) ofthe Clean Air Act and requires all major sources of hazardous air pollutants toinstall controls representative of maximum achievable control technology. Webelieve that our foundry operations are in compliance with the applicablerequirements of the Iron and Steel Foundry NESHAP.

 

Pursuantto the Recapitalization of the Company on January 21, 1998, we wereindemnified by Phelps Dodge Corporation with respect to certain environmentalliabilities at our Henderson and London facilities, subject to certainlimitations.  At the Erie, Pennsylvania,facility, we have obtained an environmental insurance policy to providecoverage with respect to certain environmental liabilities.  Management does not believe that the outcomeof any environmental proceedings will have a material adverse effect on ourconsolidated financial condition or results of operations.

 

As of September 30, 2008, we had approximately3,380 employees, of which 769 were salaried employees with the remainder paidhourly. Unions represent approximately 1,630 of our employees, or 48% of thetotal. The collective bargaining agreement for our Fabco facility in Californiaexpired on August 31, 2008.  Afterextending the old agreement to allow the Company and the union additional timeto negotiate a new agreement, the union ratified a new collective bargaining agreement on November 7,2008.

 

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**Note 7 – Financial Instruments**

 

Wehave determined the estimated fair value amounts of financial instruments usingavailable market information and other appropriate valuation methodologies.However, considerable judgment is required in interpreting market data todevelop the estimates of fair value. SFAS No. 157 establishes a fair value hierarchy for thoseinstruments measured at fair value that distinguishes between assumptions basedon market data (observable inputs) and our own assumptions (unobservableinputs).  Determining which category an asset or liability fallswithin the hierarchy requires significant judgment.  We evaluate ourhierarchy disclosures each quarter.

 

The hierarchy consists ofthree levels:

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

 

Thecarrying amounts of cash and cash equivalents, trade receivables, and accountspayable approximate fair value because of the relatively short maturity ofthese instruments.  The carrying amountsand related estimated fair values for our remaining financial instruments as ofSeptember 30, 2008 are as follows:

 
| ** **                          | ** ** | **Carrying** | ** ** | **Fair Value** | ** ** |
|-------------------------------------|------------|--------------|------------|---------------------|------------|
| ** **                          | ** ** | **Amount**   | ** ** | **Level 1**    | ** ** | **Level 2** | ** ** | **Level 3** | ** ** | **Total** | ** ** |
|                                |       |         |       |                |       |   |   |   |   |   |   |
| **Assets**                          |       |         |       |                |       |   |   |   |   |   |   |
| Marketable  securities              |       | $            | 5,000      |                |       |   |   |   | $ | 5,000 |   | $ | 5,000 |   |
|                                |       |         |       |                |       |   |   |   |   |   |   |
| **Liabilities**                     |       |         |       |                |       |   |   |   |   |   |   |
| Interest rate  swap contracts       |       | $            | 1,587      |                |       |   | $ | 1,587 |   |   |   | $ | 1,587 |   |
| Foreign exchange  forward contracts |       | $            | 164        |                |       |   | $ | 164 |   |   |   | $ | 164 |   |
| Aluminum forward  contracts         |       | $            | 1,591      |                |       |   | $ | 1,591 |   |   |   | $ | 1,591 |   |
| Total debt                          |       | $            | 572,725    |                |       |   | $ | 434,049 |   |   |   | $ | 434,049 |   |
|                                     |            |              |            |                     |            |  |  |  |  |  |  |  |  |  |  |  |

 

The fair value related tomarketable securities has been determined by evaluating other similarsecurities.  Fair values relating toderivative financial instruments reflect the estimated amounts that we wouldreceive or pay to terminate the contracts at the reporting date based on quotedmarket prices of comparable contracts as of the balance sheet date. The fairvalue of our long-term debt has been determined on the basis of the specificsecurities issued and outstanding. All of our long-term debt instruments havevariable interest rates except for the senior subordinated notes, which have afixed interest rate of 8.50%.

 

Our Level 3 assetsconsist of municipal bonds with an auction reset feature (“auction ratesecurities”) whose underlying assets are generally student loans which aresubstantially backed by the federal government. In February 2008, auctionsbegan to fail for these securities and each auction since then has failed.Based on the overall failure rate of these auctions, the frequency of thefailures, and the underlying maturities of the securities (40 years), we haveclassified auction rate securities as long-term assets on our balance sheet.

 

The following tableprovides a summary of changes in fair value of our Level 3 assets for the threeand nine months ended September 30, 2008:

 
| ** **                         | ** ** | **Three Months Ended  September 30, 2008** | ** ** | **Nine Months Ended  September 30, 2008** | ** ** |
|------------------------------------|------------|----------------------------------------------------------------|------------|---------------------------------------------------------------|------------|
|                               |       |                                                           |       |                                                          |       |
| Beginning  balance                 |       | $                                                              | 5,000      |                                                          | —     |   |
| Purchase of  securities            |       | —                                                         |       | $                                                             | 5,000      |   |
| Unrealized gain  (loss) recognized |       | —                                                         |       | —                                                        |       |
| Net settlements                    |       | —                                                         |       | —                                                        |       |
| Ending balance                     |       | $                                                              | 5,000      |                                                          | $          | 5,000 |   |

 

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**Note8 – Restructuring**

 

During the third quarter,in response to the slow commercial vehicle market and the decline of sales,management undertook a review of current operations that led to a comprehensiverestructuring plan. On September 22, 2008, our Board of Directors andmanagement approved a restructuring plan to more appropriately align itsworkforce in response to the relatively slow commercial vehicle market.  The plan eliminated 392 employees throughoutthe Company. We recognized restructuring expenses of $11.5 million inaccordance with SFAS No. 146, *Accounting for CostsAssociated with Exit or Disposal Activities*.  On a segment basis, the Company recordedtotal pre-tax restructuring expenses related to employee severance costs of$3.2 million in the Wheels segment, $1.9 million in the Components segment,$0.1 million in the Other segment, and $2.1 million in unallocated Corporateexpenses.  The Wheels segment alsorecognized a pension curtailment of $1.1 million with a cash impact in2010.  Corporate impaired investments of$2.9 million.  Components segment alsorecognized other asset disposals of $0.2 million.  Of the $11.5 million restructuring expensesrecorded during the period, $6.8 million was recorded in cost of goods sold andthe remaining $4.7 million was recorded in selling, general and administrativeoperating expenses.

 

A summary of the Company’srestructuring liability, which is included as a component of Accrued payrolland compensation, in regards to employee severance costs is, as follows:

 
| Balance  December 31, 2008  |   | $     | — |   |
|----------------------------------|--------|-------|--------|--------|
| Severance-related  charges       |   | 7,289 |   |
| Severance-related  payments      |   | (888  | )      |
| Balance  September 30, 2008 |   | $     | 6,401  |   |

 

**The remaining cash outflows are summarized, as follows:**

 
| 2008  |   | $     | 2,832  |   |
|-------|--------|-------|--------|--------|
| 2009  |   | 3,453 |   |
| 2010  |   | 116   |   |
| Total |   | $     | 6,401  |   |

 

**Note9 – Segment Reporting**

 

As a part of ourcontinual monitoring of the long-term economic characteristics, products andproduction processes, class of customer, and distribution methods of ouroperating segments, we aggregate our seven operating segments into threereportable segments shown below.  Theaccounting policies of the reportable segments are the same as described inNote 1, Summary of Significant Accounting Policies.

 
| ** **                     | ** ** | **Three Months Ended  September 30,** | ** ** | **Nine Months Ended  September 30,** | ** ** |
|--------------------------------|------------|------------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                     | ** ** | **2008**                                             | ** ** | **2007**                                            | ** ** | **2008** | ** ** | **2007** | ** ** |
| ***Net  Sales***               |       |                                                 |       |                                                |       |   |   |   |   |
| Wheels                         |       | $                                                    | 96,178     |                                                | $          | 103,732 |   | $ | 305,342 |   | $ | 376,418 |   |
| Components                     |       | 131,937                                              |       | 106,747                                             |       | 380,055 |   | 380,441 |   |
| Other                          |       | 11,372                                               |       | 10,101                                              |       | 37,219 |   | 34,284 |   |
| Consolidated  Total            |       | $                                                    | 239,487    |                                                | $          | 220,580 |   | 722,616 |   | $ | 791,143 |   |
| * *                       |       |                                                 |       |                                                |       |   |   |   |   |
| ***Operating  Income (Loss)*** |       |                                                 |       |                                                |       |   |   |   |   |
| Wheels                         |       | $                                                    | 8,234      |                                                | $          | 11,374 |   | $ | 40,779 |   | $ | 43,031 |   |
| Components                     |       | (206,663                                             | )          | (6,863                                              | )          | (218,322 | ) | 2,140 |   |
| Other                          |       | (6,346                                               | )          | 2,242                                               |       | (1,386 | ) | 5,636 |   |
| Corporate                      |       | (10,364                                              | )          | (7,152                                              | )          | (29,006 | ) | (27,910 | ) |
| Consolidated  Total            |       | $                                                    | (215,139   | )                                                   | $          | (399 | ) | $ | (207,935 | ) | $ | 22,897 |   |

 

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| ** **          | ** ** | **As of**                   | ** ** |
|---------------------|------------|----------------------------------|------------|
| ** **          | ** ** | **September 30, 2008** | ** ** | **December 31, 2007** | ** ** |
| ***Total Assets***  | ** ** | ** **                       | ** ** | ** ** | ** ** |
| Wheels              |       | $                                | 186,207    |   | $ | 188,288 |   |
| Components          |       | 392,112                          |       | 578,158 |   |
| Other               |       | 42,566                           |       | 45,466 |   |
| Corporate           |       | 245,543                          |       | 301,722 |   |
| Consolidated  Total |       | $                                | 866,428    |   | $ | 1,113,634 |   |

 

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**Note 10 –Guarantor and Non-guarantor Financial Statements**

 

Our 81⁄2% SeniorSubordinated Notes due 2015 are fully and unconditionally guaranteed, on ajoint and several basis, by substantially all of our 100% owned domesticsubsidiaries (“Guarantor Subsidiaries”). The non-guarantor subsidiaries are ourforeign subsidiaries. The following condensed financial information illustratesthe composition of the combined Guarantor Subsidiaries:

 

**CONDENSEDCONSOLIDATED BALANCE SHEET**

 
| ** **                                     | ** ** | **September 30, 2008** | ** ** |
|------------------------------------------------|------------|----------------------------------|------------|
| ** **                                     | ** ** | **Parent**                       | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| **ASSETS**                                     |       |                             |       |   |   |   |   |   |   |   |   |
| Cash and cash  equivalents                     |       | $                                | 25,730     |   | $ | (170 | ) | $ | 6,845 |   | — |   | $ | 32,405 |   |
| Accounts  receivable, net                      |       | 25,297                           |       | 226,502 |   | 8,325 |   | $ | (146,629 | ) | 113,495 |   |
| Inventories and  supplies                      |       | 8,442                            |       | 76,703 |   | 8,985 |   | (463 | ) | 93,667 |   |
| Other current  assets                          |       | 30,310                           |       | 11,471 |   | 4,586 |   | — |   | 46,367 |   |
| Total current  assets                          |       | 89,779                           |       | 314,506 |   | 28,741 |   | (147,092 | ) | 285,934 |   |
| Property, plant,  and equipment, net           |       | 39,307                           |       | 180,725 |   | 46,972 |   | — |   | 267,004 |   |
| Goodwill                                       |       | 66,973                           |       | 110,709 |   | 8,041 |   | — |   | 185,723 |   |
| Intangible  assets, net                        |       | 640                              |       | 105,518 |   | — |   | — |   | 106,158 |   |
| Investment in  subsidiaries and affiliates     |       | 422,233                          |       | — |   | — |   | (422,113 | ) | 120 |   |
| Deferred tax  assets                           |       | 60,125                           |       | 14,130 |   | 12,502 |   | (86,757 | ) | — |   |
| Other  non-current assets                      |       | 10,809                           |       | 196 |   | 10,484 |   | — |   | 21,489 |   |
| TOTAL                                          |       | $                                | 689,866    |   | $ | 725,784 |   | $ | 106,740 |   | $ | (655,962 | ) | $ | 866,428 |   |
| **LIABILITIES  AND STOCKHOLDERS’ EQUITY** |       |                             |       |   |   |   |   |   |   |   |   |
| Accounts payable                               |       | $                                | 15,002     |   | $ | 59,934 |   | 9,835 |   | — |   | $ | 84,771 |   |
| Accrued payroll  and compensation              |       | 4,273                            |       | 13,435 |   | 8,187 |   | — |   | 25,895 |   |
| Accrued interest  payable                      |       | 4,554                            |       | 10 |   | 48 |   | — |   | 4,612 |   |
| Accrued and  other liabilities                 |       | 6,417                            |       | 270,336 |   | 5,442 |   | $ | (250,231 | ) | 31,964 |   |
| Total current  liabilities                     |       | 30,246                           |       | 343,715 |   | 23,512 |   | (250,231 | ) | 147,242 |   |
| Long term debt                                 |       | 569,625                          |       | 3,100 |   | — |   | — |   | 572,725 |   |
| Deferred and  non-current income taxes         |       | 12,852                           |       | 67,990 |   | 17,643 |   | (86,757 | ) | 11,728 |   |
| Other  non-current liabilities                 |       | 10,585                           |       | 46,247 |   | 11,343 |   | — |   | 68,175 |   |
| Stockholders’  equity                     |       | 66,558                           |       | 264,732 |   | 54,242 |   | (318,974 | ) | 66,558 |   |
| TOTAL                                          |       | $                                | 689,866    |   | $ | 725,784 |   | $ | 106,740 |   | $ | (655,962 | ) | $ | 866,428 |   |

 
| ** **                                     | ** ** | **December 31, 2007** | ** ** |
|------------------------------------------------|------------|---------------------------------|------------|
| ** **                                     | ** ** | **Parent**                      | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| **ASSETS**                                     |       |                            |       |   |   |   |   |   |   |   |   |
| Cash and cash  equivalents                     |       | $                               | 85,940     |   | $ | (2,474 | ) | $ | 7,469 |   | — |   | $ | 90,935 |   |
| Accounts  receivable, net                      |       | 23,485                          |       | 194,935 |   | 8,222 |   | $ | (139,447 | ) | 87,195 |   |
| Inventories and  supplies                      |       | 23,819                          |       | 76,865 |   | 13,436 |   | (1,010 | ) | 113,110 |   |
| Other current  assets                          |       | 6,952                           |       | 11,836 |   | 3,337 |   | — |   | 22,125 |   |
| Total current  assets                          |       | 140,196                         |       | 281,162 |   | 32,464 |   | (140,457 | ) | 313,365 |   |
| Property, plant,  and equipment, net           |       | 42,020                          |       | 185,948 |   | 51,272 |   | — |   | 279,240 |   |
| Goodwill                                       |       | 66,973                          |       | 303,790 |   | 8,041 |   | — |   | 378,804 |   |
| Intangible  assets, net                        |       | 587                             |       | 128,283 |   | — |   | — |   | 128,870 |   |
| Investment in  subsidiaries and affiliates     |       | 613,448                         |       | — |   | — |   | (612,358 | ) | 1,090 |   |
| Deferred tax  assets                           |       | 26,011                          |       | 14,134 |   | 13,316 |   | (53,461 | ) | — |   |
| Other  non-current assets                      |       | 6,862                           |       | 265 |   | 5,138 |   | — |   | 12,265 |   |
| TOTAL                                          |       | $                               | 896,097    |   | $ | 913,582 |   | $ | 110,231 |   | $ | (806,276 | ) | $ | 1,113,634 |   |
| **LIABILITIES  AND STOCKHOLDERS’ EQUITY** |       |                            |       |   |   |   |   |   |   |   |   |
| Accounts payable                               |       | $                               | 8,843      |   | $ | 61,478 |   | $ | 9,749 |   | — |   | $ | 80,070 |   |
| Accrued payroll  and compensation              |       | 7,442                           |       | 14,227 |   | 8,787 |   | — |   | 30,456 |   |
| Accrued interest  payable                      |       | 11,066                          |       | 10 |   | 29 |   | — |   | 11,105 |   |
| Accrued and  other liabilities                 |       | 1,367                           |       | 239,177 |   | 11,344 |   | $ | (223,565 | ) | 28,323 |   |
| Total current  liabilities                     |       | 28,718                          |       | 314,892 |   | 29,909 |   | (223,565 | ) | 149,954 |   |
| Long term debt                                 |       | 569,625                         |       | 3,100 |   | — |   | — |   | 572,725 |   |
| Deferred income  taxes                         |       | 12,790                          |       | 67,991 |   | 17,239 |   | (53,461 | ) | 44,559 |   |
| Other  non-current liabilities                 |       | 11,164                          |       | 50,950 |   | 10,482 |   | — |   | 72,596 |   |
| Stockholders’  equity                     |       | 273,800                         |       | 476,649 |   | 52,601 |   | (529,250 | ) | 273,800 |   |
| TOTAL                                          |       | $                               | 896,097    |   | $ | 913,582 |   | $ | 110,231 |   | $ | (806,276 | ) | $ | 1,113,634 |   |

 

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**CONDENSED CONSOLIDATED STATEMENTS OFOPERATIONS**

 
| ** **                          | ** ** | **Three Months Ended September 30, 2008** | ** ** |
|-------------------------------------|------------|--------------------------------------------------------------------|------------|
| ** **                          | ** ** | **Parent**                                                         | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| Net sales                           |       | $                                                                  | 64,991     |   | $ | 174,354 |   | $ | 33,504 |   | $ | (33,362 | ) | $ | 239,487 |   |
| Cost of goods  sold                 |       | 58,297                                                             |       | 171,347 |   | 31,317 |   | (33,362 | ) | 227,599 |   |
| Gross profit                        |       | 6,694                                                              |       | 3,007 |   | 2,187 |   | — |   | 11,888 |   |
| Operating  expenses                 |       | 11,787                                                             |       | 215,051 |   | 189 |   | — |   | 227,027 |   |
| Income (loss)  from operations      |       | (5,093                                                             | )          | (212,044 | ) | 1,998 |   | — |   | (215,139 | ) |
| Other income  (expense):            |       |                                                               |       |   |   |   |   |   |   |   |   |
| Interest income  (expense), net     |       | (9,841                                                             | )          | 7 |   | (1,792 | ) | — |   | (11,626 | ) |
| Equity in  earnings of subsidiaries |       | (212,563                                                           | )          | — |   | — |   | 212,563 |   | — |   |
| Other income (loss),  net           |       | 250                                                                |       | 56 |   | (762 | ) | — |   | (456 | ) |
| Income (loss)  before income taxes  |       | (227,247                                                           | )          | (211,981 | ) | (556 | ) | 212,563 |   | (227,221 | ) |
| Income tax  provision (benefit)     |       | (26,068                                                            | )          | — |   | 26 |   | — |   | (26,042 | ) |
| Net income  (loss)                  |       | $                                                                  | (201,179   | ) | $ | (211,981 | ) | $ | (582 | ) | $ | 212,563 |   | $ | (201,179 | ) |

 
| ** **                          | ** ** | **Three Months Ended September 30, 2007** | ** ** |
|-------------------------------------|------------|--------------------------------------------------------------------|------------|
| ** **                          | ** ** | **Parent**                                                         | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| Net sales                           |       | $                                                                  | 62,602     |   | $ | 146,243 |   | $ | 51,763 |   | $ | (40,028 | ) | $ | 220,580 |   |
| Cost of goods  sold                 |       | 56,209                                                             |       | 149,049 |   | 42,059 |   | (40,028 | ) | 207,289 |   |
| Gross profit                        |       | 6,393                                                              |       | (2,806 | ) | 9,704 |   | — |   | 13,291 |   |
| Operating  expenses                 |       | 9,744                                                              |       | 3,691 |   | 255 |   | — |   | 13,690 |   |
| Income (loss)  from operations      |       | (3,351                                                             | )          | (6,497 | ) | 9,449 |   | — |   | (399 | ) |
| Other income  (expense):            |       |                                                               |       |   |   |   |   |   |   |   |   |
| Interest  expense, net              |       | (10,555                                                            | )          | (37 | ) | (1,023 | ) | — |   | (11,615 | ) |
| Equity in  earnings of subsidiaries |       | 4,050                                                              |       | — |   | — |   | (4,050 | ) | — |   |
| Other income (loss),  net           |       | 366                                                                |       | 104 |   | 2,054 |   | — |   | 2,524 |   |
| Income (loss)  before income taxes  |       | (9,490                                                             | )          | (6,430 | ) | 10,480 |   | (4,050 | ) | (9,490 | ) |
| Income tax  provision (benefit)     |       | (8,270                                                             | )          | — |   | — |   | — |   | (8,270 | ) |
| Net income  (loss)                  |       | $                                                                  | (1,220     | ) | $ | (6,430 | ) | $ | 10,480 |   | $ | (4,050 | ) | $ | (1,220 | ) |

 

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| ** **                          | ** ** | **Nine Months Ended September 30, 2008** | ** ** |
|-------------------------------------|------------|-------------------------------------------------------------------|------------|
| ** **                          | ** ** | **Parent**                                                        | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| Net sales                           |       | $                                                                 | 198,956    |   | $ | 513,464 |   | $ | 113,854 |   | $ | (103,658 | ) | $ | 722,616 |   |
| Cost of goods  sold                 |       | 170,757                                                           |       | 504,553 |   | 105,457 |   | (103,658 | ) | 677,109 |   |
| Gross profit                        |       | 28,199                                                            |       | 8,911 |   | 8,397 |   | — |   | 45,507 |   |
| Operating  expenses                 |       | 31,786                                                            |       | 221,053 |   | 603 |   | — |   | 253,442 |   |
| Income (loss)  from operations      |       | (3,587                                                            | )          | (212,142 | ) | 7,794 |   | — |   | (207,935 | ) |
| Other income  (expense):            |       |                                                              |       |   |   |   |   |   |   |   |   |
| Interest  expense, net              |       | (30,537                                                           | )          | (43 | ) | (5,244 | ) | — |   | (35,824 | ) |
| Equity in  earnings of subsidiaries |       | (210,418                                                          | )          | — |   | — |   | 210,418 |   | — |   |
| Other income (loss),  net           |       | (89                                                               | )          | 266 |   | (754 | ) | — |   | (577 | ) |
| Income (loss)  before income taxes  |       | (244,631                                                          | )          | (211,919 | ) | 1,796 |   | 210,418 |   | (244,336 | ) |
| Income tax  provision (benefit)     |       | (35,086                                                           | )          | — |   | 295 |   | — |   | (34,791 | ) |
| Net income  (loss)                  |       | $                                                                 | (209,545   | ) | $ | (211,919 | ) | $ | 1,501 |   | $ | 210,418 |   | $ | (209,545 | ) |

 
| ** **                          | ** ** | **Nine Months Ended September 30, 2007** | ** ** |
|-------------------------------------|------------|-------------------------------------------------------------------|------------|
| ** **                          | ** ** | **Parent**                                                        | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| Net sales                           |       | $                                                                 | 238,311    |   | $ | 520,745 |   | $ | 207,194 |   | $ | (175,107 | ) | $ | 791,143 |   |
| Cost of goods  sold                 |       | 219,100                                                           |       | 494,594 |   | 186,695 |   | (175,107 | ) | 725,282 |   |
| Gross profit                        |       | 19,211                                                            |       | 26,151 |   | 20,499 |   | — |   | 65,861 |   |
| Operating  expenses                 |       | 32,761                                                            |       | 9,565 |   | 638 |   | — |   | 42,964 |   |
| Income from  operations             |       | (13,550                                                           | )          | 16,586 |   | 19,861 |   | — |   | 22,897 |   |
| Other income  (expense):            |       |                                                              |       |   |   |   |   |   |   |   |   |
| Interest  expense, net              |       | (31,621                                                           | )          | (107 | ) | (3,178 | ) | — |   | (34,906 | ) |
| Equity in  earnings of subsidiaries |       | 33,400                                                            |       | — |   | — |   | (33,400 | ) | — |   |
| Other income (loss),  net           |       | 3,563                                                             |       | 338 |   | 1,919 |   | — |   | 5,820 |   |
| Income (loss)  before income taxes  |       | (8,208                                                            | )          | 16,817 |   | 18,602 |   | (33,400 | ) | (6,189 | ) |
| Income tax  provision (benefit)     |       | (9,997                                                            | )          | — |   | 2,019 |   | — |   | (7,978 | ) |
| Net income                          |       | $                                                                 | 1,789      |   | $ | 16,817 |   | $ | 16,583 |   | $ | (33,400 | ) | $ | 1,789 |   |

 

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**CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS**

** **
| ** **                                                                                           | ** ** | **Nine Months Ended September 30, 2008** | ** ** |
|------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|
| ** **                                                                                           | ** ** | **Parent  Company**                                               | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| CASH FLOWS FROM  OPERATING ACTIVITIES:                                                               |       |                                                              |       |   |   |   |   |   |   |   |   |
| Net income  (loss)                                                                                   |       | $                                                                 | (209,545   | ) | $ | (211,919 | ) | $ | 1,501 |   | $ | 210,418 |   | $ | (209,545 | ) |
| Adjustments to  reconcile net income (loss) to net cash provided by (used in) operating  activities: |       |                                                              |       |   |   |   |   |   |   |   |   |
| Depreciation                                                                                         |       | 5,658                                                             |       | 19,923 |   | 4,831 |   | — |   | 30,412 |   |
| Amortization –  deferred financing costs                                                        |       | 903                                                               |       | 3 |   | 19 |   | — |   | 925 |   |
| Amortization –  other intangible assets                                                         |       | 507                                                               |       | 3,626 |   | — |   | — |   | 4,133 |   |
| Loss on disposal  of assets                                                                          |       | 50                                                                |       | 211 |   | 168 |   | — |   | 429 |   |
| Deferred income  taxes                                                                               |       | (35,577                                                           | )          | — |   | 650 |   | — |   | (34,927 | ) |
| Equity in  earnings of subsidiaries and affiliates                                                   |       | 210,418                                                           |       | — |   | — |   | (210,418 | ) | — |   |
| Non-cash  stock-based compensation                                                                   |       | 2,185                                                             |       | — |   | — |   | — |   | 2,185 |   |
| Non-cash  impairments of investments                                                                 |       | 2,896                                                             |       | — |   | — |   | — |   | 2,896 |   |
| Non-cash  impairments of goodwill and other intangibles                                              |       | —                                                            |       | 212,220 |   | — |   | — |   | 212,220 |   |
| Change in other  operating items                                                                     |       | (21,421                                                           | )          | (7,120 | ) | (7,094 | ) | — |   | (35,635 | ) |
| Net cash  provided by (used in) operating activities                                                 |       | (43,926                                                           | )          | 16,944 |   | 75 |   | — |   | (26,907 | ) |
|                                                                                                 |       |                                                              |       |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM  INVESTING ACTIVITIES:                                                               |       |                                                              |       |   |   |   |   |   |   |   |   |
| Purchases of  property, plant, and equipment                                                         |       | (9,253                                                            | )          | (14,910 | ) | (699 | ) | — |   | (24,862 | ) |
| Other                                                                                                |       | (6,097                                                            | )          | 270 |   | — |   | — |   | (5,827 | ) |
| Net cash used in  investing activities                                                               |       | (15,350                                                           | )          | (14,640 | ) | (699 | ) | — |   | (30,689 | ) |
|                                                                                                 |       |                                                              |       |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM  FINANCING ACTIVITIES:                                                               |       |                                                              |       |   |   |   |   |   |   |   |   |
| Net payments on  long-term and revolving debt                                                        |       | —                                                            |       | — |   | — |   | — |   | — |   |
| Other                                                                                                |       | (934                                                              | )          | — |   | — |   | — |   | (934 | ) |
| Net cash used in  financing activities                                                               |       | (934                                                              | )          | — |   | — |   | — |   | (934 | ) |
|                                                                                                 |       |                                                              |       |   |   |   |   |   |   |   |   |
| Increase  (decrease) in cash and cash equivalents                                                    |       | (60,210                                                           | )          | 2,304 |   | (624 | ) | — |   | (58,530 | ) |
| Cash and cash  equivalents, beginning of year                                                        |       | 85,940                                                            |       | (2,474 | ) | 7,469 |   | — |   | 90,935 |   |
| Cash and cash  equivalents, end of year                                                              |       | $                                                                 | 25,730     |   | $ | (170 | ) | $ | 6,845 |   | $ | — |   | $ | 32,405 |   |

 
| ** **                                                                         | ** ** | **Nine Months Ended September 30, 2007** | ** ** |
|------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|
| ** **                                                                         | ** ** | **Parent  Company**                                               | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| CASH FLOWS FROM  OPERATING ACTIVITIES:                                             |       |                                                              |       |   |   |   |   |   |   |   |   |
| Net income                                                                         |       | $                                                                 | 1,789      |   | $ | 16,817 |   | $ | 16,583 |   | $ | (33,400 | ) | 1,789 |   |
| Adjustments to  reconcile net income to net cash provided by operating activities: |       |                                                              |       |   |   |   |   |   |   |   |   |
| Depreciation                                                                       |       | 4,367                                                             |       | 21,868 |   | 17,993 |   | — |   | 44,228 |   |
| Amortization –  deferred financing costs                                      |       | 909                                                               |       | — |   | 16 |   | — |   | 925 |   |
| Amortization –  other intangible assets                                       |       | 593                                                               |       | 3,663 |   | — |   | — |   | 4,256 |   |
| Loss on disposal  of assets                                                        |       | 9                                                                 |       | 13 |   | 103 |   | — |   | 125 |   |
| Deferred income  taxes                                                             |       | (16,276                                                           | )          | — |   | 2,402 |   | — |   | (13,874 | ) |
| Equity in  earnings of subsidiaries and affiliates                                 |       | (33,400                                                           | )          | — |   | — |   | 33,400 |   | — |   |
| Non-cash  stock-based compensation                                                 |       | 1,900                                                             |       | — |   | — |   | — |   | 1,900 |   |
| Change in other  operating items                                                   |       | 58,710                                                            |       | (30,241 | ) | (40,907 | ) | — |   | (12,438 | ) |
| Net cash  provided by operating activities                                         |       | 18,601                                                            |       | 12,120 |   | (3,810 | ) | — |   | 26,911 |   |
|                                                                               |       |                                                              |       |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM  INVESTING ACTIVITIES:                                             |       |                                                              |       |   |   |   |   |   |   |   |   |
| Purchases of  property, plant, and equipment                                       |       | (10,662                                                           | )          | (13,217 | ) | (1,283 | ) | — |   | (25,162 | ) |
| Other                                                                              |       | (500                                                              | )          | 770 |   | — |   | — |   | 270 |   |
| Net cash used by  investing activities                                             |       | (11,162                                                           | )          | (12,447 | ) | (1,283 | ) | — |   | (24,892 | ) |
|                                                                               |       |                                                              |       |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM  FINANCING ACTIVITIES:                                             |       |                                                              |       |   |   |   |   |   |   |   |   |
| Net payments on  long-term and revolving debt                                      |       | (70,000                                                           | )          | — |   | — |   | — |   | (70,000 | ) |
| Other                                                                              |       | 4,129                                                             |       | — |   | — |   | — |   | 4,129 |   |
| Net cash used by  financing activities                                             |       | (65,871                                                           | )          | — |   | — |   | — |   | (65,871 | ) |
|                                                                               |       |                                                              |       |   |   |   |   |   |   |   |   |
| Increase  (decrease) in cash and cash equivalents                                  |       | (58,432                                                           | )          | (327 | ) | (5,093 | ) | — |   | (63,852 | ) |
| Cash and cash  equivalents, beginning of period                                    |       | 84,855                                                            |       | (4,502 | ) | 29,851 |   | — |   | 110,204 |   |
| Cash and cash  equivalents, end of period                                          |       | $                                                                 | 26,423     |   | $ | (4,829 | ) | $ | 24,758 |   | $ | — |   | $ | 46,352 |   |
|                                                                                    |            |                                                                   |            |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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Item2.  Management’s Discussion and Analysisof Financial Condition and Results of Operations.

 

The accompanyingunaudited condensed interim consolidated financial statements are prepared inconformity with accounting principles generally accepted in the United Statesof America and such principles are applied on a basis consistent with theinformation reflected in our Form 10-K for the year ended December 31,2007 filed with the Securities and Exchange Commission (“SEC”).  Certain information and footnote disclosuresnormally included in financial statements prepared in accordance withaccounting principles generally accepted in the United States of America havebeen condensed or omitted pursuant to the rules and regulationspromulgated by the SEC.  In the opinionof management, the interim financial information includes all adjustments andaccruals, consisting only of normal recurring adjustments, which are necessaryfor a fair presentation of results for the respective interim periods.  The results of operations for the three andnine months ended September 30, 2008 are not necessarily indicative of theresults to be expected for the full fiscal year ending December 31, 2008or any interim period.  Except for thehistorical information contained herein, this quarterly report on Form 10-Qcontains forward-looking statements that involve risks and uncertainties.  Our actual results may differ materially fromthose indicated by such forward-looking statements.

 

Overview

 

Our business consists ofseven operating segments that design, manufacture, and distribute componentsfor trucks, trailers, and other vehicles. These operating segments areaggregated into three reportable segments as each reportable segment hassimilar economic characteristics, products and production processes, class ofcustomer and distribution methods. The Wheels segment’s products consist ofwheels for heavy- and medium-duty trucks and commercial trailers.  The Components segment’s products consist oftruck body and chassis parts, wheel-end components and assemblies, andseats.  The Other segment’s productsprimarily consist of other commercial vehicle components, including steerabledrive axles and gearboxes. We believe this segmentation is appropriate basedupon management’s operating decisions and performance assessment.

 

Following a strong 2006,the North American heavy- and medium-duty truck and commercial trailer marketsexperienced a significant decline in 2007 due to stricter emissions standardsthat became effective in January 2007. The emissions regulations that tookeffect in 2007 were expected to result in cleaner operating, yet more costly,trucks. As a result, some of our customers altered their traditional buyingtrends, which resulted in higher than normal demand in late 2006, which wasfollowed by a period of reduced demand in 2007. Industry analysts, including America’s Commercial Transportation (“ACT”)Publications, expected that total demand in 2008 would be similar to 2007 andbased on the first three quarters of 2008, their predictions seem generally accurate. Continued delayed or prolonged economicrecovery could have a material adverse effect on our business, results ofoperations, or financial condition.

 

We believe that thecommercial vehicle market continued at a relatively slow pace during the firstnine months of 2008.  Net sales for thethree months ended September 30, 2008, were $239.5 million compared to netsales of $220.6 million for the three months ended September 30,2007.  Our challenge is to meet thevarying levels of production while improving our internal productivity andmitigating the margin pressure from rising material costs.

 

Under SFAS No. 142,we are required to assess goodwill and any indefinite-lived intangible assetsfor impairment annually, or more frequently if circumstances indicateimpairment may have occurred.  Theanalysis of potential impairment of goodwill requires a two step approach.  The first step is the estimation of fairvalue of each operating segment.  If stepone indicates that impairment potentially exists, the second step is performedto measure the amount of impairment, if any. Goodwill impairment exists when the estimated fair value of goodwill isless than its carrying value.

 

Due to the significantdecline in our stock price resulting from overall economic and industryconditions, we determined that an indicator of impairment existed as of June30, 2008, and performed a step one analysis.  The results indicate that impairments do exist in our Components andOther reporting segments.  Due to thecomplexity of estimating the fair value of tangible property and amortizingintangible assets, we were not able to complete the step two analysis.  We estimated the fair value of the affectedreporting units using a combination of market and income approaches, involvinguse of quoted market prices, market multiples, and discounted cash flowprojections.  We estimated the fair valueof the affected trade names using a relief from royalty method.  We recorded the estimated goodwill and otherintangible asset impairment charges of $193.1 million and $19.1 million,respectively, in the three months ended September 30, 2008.  We will conclude the step two analysis duringthe three months ended December 31, 2008, and will make any adjustments to theimpairment charges, if necessary.  Suchcharges are non-cash and do not affect our liquidity, tangible equity or debtcovenant ratios.

 

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On January 31, 2005,pursuant to the terms of an agreement and plan of merger, one of ourwholly-owned subsidiaries was merged with and into TTI, resulting in TTIbecoming a wholly-owned subsidiary of Accuride. In connection with the TTI merger, we entered into a Fourth Amended andRestated Credit Agreement consisting of (1) a new term credit facility inan aggregate principal amount of $550.0 million that will mature on January 31,2012, and (2) a revolving credit facility in an aggregate principal amountof $125.0 million that will terminate on January 31, 2010.  In addition, we issued $275.0 millionaggregate principal amount of 81⁄2% senior subordinated notes due in 2015.

 

On April 26, 2005,our common stock commenced trading on the New York Stock Exchange under thesymbol “ACW.”  During 2006 and 2007, wereduced our senior debt by a total of $125.0 million from cash from operationsand existing cash reserves.

 

Duringthe fourth quarter of 2006, we resolved a commercial dispute with Ford MotorCompany.  As a result of the resolution, we recognized $10.4 million ofrevenue in 2006, $8.0 million in the three months ended March 31, 2007,$2.0 million in the three months ended June 30, 2007, $0.4 million in thethree months ended September 30, 2007 and an additional $0.2 million inthe remainder of 2007.  In addition, cash flow increased by $10.0 millionin 2006 and $11.0 million in the three months ended June 30, 2007.  Ford re-sourced its Accuride business toanother supplier during 2007.  In 2007,sales to Ford represented less than 5% of consolidated revenues.

 

**Resultsof Operations**

 

***ThreeMonths Ended September 30, 2008 Compared to the Three Months Ended September 30,2007***

 

The following table setsforth certain income statement information of Accuride for the three monthsended September 30, 2008 and September 30, 2007:

 
| **(In thousands except per share data)** | ** ** | **Fiscal 2008** | ** ** | **Fiscal 2007** | ** ** |
|-------------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|
| Net sales:                                                        |       |                 |       |                 |       |   |   |   |   |
| Wheels                                                            |       | $                    | 96,178     |                 | 40.2       | % | $ | 103,732 |   | 47.0 | % |
| Components                                                        |       | 131,937              |       | 55.1                 | %          | 106,747 |   | 48.4 | % |
| Other                                                             |       | 11,372               |       | 4.7                  | %          | 10,101 |   | 4.6 | % |
| Total net sales                                                   |       | 239,487              |       | 100                  | %          | 220,580 |   | 100.0 | % |
| Gross profit:                                                     |       |                 |       |                 |       |   |   |   |   |
| Wheels                                                            |       | 10,592               |       | 11.0                 | %          | 13,783 |   | 13.3 | % |
| Components                                                        |       | (1,122               | )          | (0.9                 | )%         | (4,242 | ) | (4.0 | )% |
| Other                                                             |       | 3,118                |       | 27.4                 | %          | 3,258 |   | 32.3 | % |
| Corporate                                                         |       | (700                 | )          | —               | %          | 492 |   | — | % |
| Total gross  profit                                               |       | 11,888               |       | 5.0                  | %          | 13,291 |   | 6.0 | % |
| Operating  expenses (excluding impairment)                        |       | 14,807               |       | 6.2                  | %          | 13,690 |   | 6.2 | % |
| Impairment of  goodwill and other intangible assets               |       | 212,220              |       | (88.6                | )%         | — |   | — | % |
| Loss from  operations                                             |       | (215,139             | )          | (89.8                | )%         | (399 | ) | (0.2 | )% |
| Interest  expense, net                                            |       | (11,626              | )          | (4.9                 | )%         | (11,615 | ) | (5.3 | )% |
| Other income  (loss), net                                         |       | (456                 | )          | (0.2                 | )%         | 2,524 |   | 1.1 | % |
| Income tax  benefit                                               |       | (26,042              | )          | (10.9                | )%         | (8,270 | ) | (3.7 | )% |
| Net loss                                                          |       | $                    | (201,179   | )                    | (84.0      | )% | $ | (1,220 | ) | (0.6 | )% |

 

**Net sales -** Consolidated net sales for the threemonths ended September 30, 2008, were $239.5 million compared to net salesof $220.1 million for the three months ended September 30, 2007.  Sales decreased in the Wheels segment by 7.3%due to lower sales demand primarily from the U.S. Trailer industry.  Sales increased in the Components segment by23.6% mainly due to increased pricing to offset increased material costs.

 

**Gross profit -**Consolidated gross profit decreased $1.4million to $11.9 million for the three months ended September 30, 2008,from $13.3 million for the three months ended September 30, 2007.  This was mainly due to $6.8 million ofrestructuring charges recognized in the current period.  The Wheels segment gross profit percentagedecreased from 13.3% to 11.0% due to restructuring charges of $4.3 millionrecognized in the current period.  In theWheels segment during the three months ended September 30, 2007, werecorded a curtailment gain of $1.2 million related to a change inpost-employment benefits in our facility in Erie, Pennsylvania.  The Components segment gross profitpercentage increased from (4.0%) to (0.9%) despite restructuring charges of$2.1 million recognized in the current period.

 

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**Operating expenses -**Operating expenses increased $1.1 millionto $14.8 million for the three months ended September 30, 2008 from $13.7million for the three months ended September 30, 2007.  This was primarily due to $4.7 million ofrestructuring charges recorded in the current period.  The components of the restructuring chargewere severance of $1.8 million and investment impairments of $2.9 million.  The remaining $3.6 million favorable varianceis primarily due to lower compensation expense in the current period.

 

**Impairment of goodwill and otherintangible assets —**Theimpairment****charge of $212.2 million wasrecognized in the Components ($203.8 million) and Other ($8.4 million)segments.

 

**Net loss -**We had net loss of $201.2 million for the three months ended September 30, 2008 compared tonet loss of $1.2 million for the three months ended September 30,2007.  The reduction was primarily aresult of lower income from operations due to the impairment charges of $212.2million and pre-tax restructuring charges of $11.5 million.

 

***NineMonths Ended September 30, 2008 Compared to the Nine Months Ended September 30,2007***

 

The following table setsforth certain income statement information of Accuride for the nine monthsended September 30, 2008 and September 30, 2007:

 
| **(In thousands except per share data)** | ** ** | **Fiscal 2008** | ** ** | **Fiscal 2007** | ** ** |
|-------------------------------------------------------------------|------------|----------------------|------------|----------------------|------------|
| Net sales:                                                        |       |                 |       |                 |       |   |   |   |   |
| Wheels                                                            |       | $                    | 305,342    |                 | 42.2       | % | $ | 376,418 |   | 47.6 | % |
| Components                                                        |       | 380,055              |       | 52.6                 | %          | 380,441 |   | 48.1 | % |
| Other                                                             |       | 37,219               |       | 5.2                  | %          | 34,284 |   | 4.3 | % |
| Total net sales                                                   |       | 722,616              |       | 100.0                | %          | 791,143 |   | 100.0 | % |
| Gross profit:                                                     |       |                 |       |                 |       |   |   |   |   |
| Wheels                                                            |       | 47,835               |       | 15.7                 | %          | 50,103 |   | 13.3 | % |
| Components                                                        |       | (9,064               | )          | (2.4                 | )%         | 8,478 |   | 2.2 | % |
| Other                                                             |       | 10,306               |       | 27.7                 | %          | 8,729 |   | 25.5 | % |
| Corporate                                                         |       | (3,570               | )          | —               | %          | (1,449 | ) | — | % |
| Total gross  profit                                               |       | 45,507               |       | 6.3                  | %          | 65,861 |   | 8.3 | % |
| Operating  expenses (excluding impairment)                        |       | 41,222               |       | 5.7                  | %          | 42,964 |   | 5.4 | % |
| Impairment of  goodwill and other intangible assets               |       | 212,220              |       | (29.4                | )%         | — |   | — | % |
| Income (loss)  from operations                                    |       | (207,935             | )          | (28.8                | )%         | 22,897 |   | 2.9 | % |
| Interest  expense, net                                            |       | (35,824              | )          | (5.0                 | )%         | (34,906 | ) | (4.4 | )% |
| Other income  (loss), net                                         |       | (577                 | )          | (0.1                 | )%         | 5,820 |   | 0.7 | % |
| Income tax  benefit                                               |       | (34,791              | )          | (4.8                 | )%         | (7,978 | ) | (1.0 | )% |
| Net income  (loss)                                                |       | $                    | (209,545   | )                    | (29.0      | )% | $ | 1,789 |   | 0.2 | % |

 

**Net sales.** Net sales for the nine months ended September 30,2008 were $722.6 million, which was a decrease of 8.7% compared to net sales of$791.1 million for the nine months ended September 30, 2007.  The decrease in net sales was realized at theWheels segment and was primarily a result of the reduced demand in 2008combined with $10.4 million of revenue recognized during 2007 resulting from aresolution of a commercial dispute with a customer in our Wheels segment.

 

**Gross profit. **Gross profit decreased $20.4 million to $45.5 millionfor the nine months ended September 30, 2008 from $65.9 million for thenine months ended September 30, 2007, primarily due to the $68.5 millionreduction in sales and $6.8 million of restructuring charges recognized in thecurrent year.

 

The Wheels segmentrecognized $4.3 million of severance and pension curtailments in the currentyear.  During the first nine months of2007, our Wheels segment recognized $17.5 million of severance and otherbenefit charges related to a reduction in its work force in Canada, otherbenefit charges of $1.2 million related to a change in post-employment benefitsin our facility in Erie, Pennsylvania and $11.8 million of additionaldepreciation expense as a result of a reduction in the useful lives of certainassets partially offset by $10.4 million of revenue mentioned above.

 

The gross profit for theComponents segment decreased $17.6 million due to recognizing $7.7 million ofone-time charges related to a labor interruption at our Rockford, Illinoisfacility and $2.1 million of restructuring charges in the current year.

 

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**Operating expenses.** Operating expenses decreased $1.8 million to $41.2 million for the ninemonths ended September 30, 2008 from $43.0 million for the nine monthsended September 30, 2007 despite $4.7 million of restructuring chargesincurred during the current year.  Theoverall reduction was primarily due to decreased payroll-related expenses.

 

**Impairment of goodwill and otherintangible assets –**Animpairment****charge of $212.2 million wasrecognized in the Components ($203.8 million) and Other ($8.4 million)segments.

 

**Net income (loss). **We had a net loss of$209.5 million for the ninemonths ended September 30, 2008 compared to net income of $1.8 million forthe nine months ended September 30, 2007. This was primarily a result of the lower gross profit due to thereduction in sales demand, the $212.2 million of impairment charges, the $7.7million of one-time pre-tax charges related to a labor interruption at ourRockford, Illinois facility, and $11.5 million of pre-tax restructuring chargesrecognized in the current year.

 

***Changes in Financial Condition***

 

At September 30,2008, we had total assets of $866.4 million, as compared to $1,113.6 million atDecember 31, 2007.  The $247.2million, or 22.2%, decrease in total assets during the nine months ended September 30,2008 primarily resulted from the reduction of cash of $58.5 million partiallyoffset by an increase in working capital and the $212.2 million of pre-taxgoodwill and other intangible asset impairment charges in the currentyear.  We define working capital ascurrent assets (excluding cash) less current liabilities.

 

We use working capitaland cash flow measures to evaluate the performance of our operations and ourability to meet our financial obligations. We require working capitalinvestment to maintain our position as a leading manufacturer and supplier ofcommercial vehicle components.  Wecontinue to strive for aligning our working capital investment with ourcustomers’ purchase requirements and our production schedules.

 

The following tablesummarizes the major components of our working capital as of the periods listedbelow:

 
| ** **                        | ** ** | **September 30,** | ** ** | **December 31,** | ** ** |
|-----------------------------------|------------|------------------------|------------|-----------------------|------------|
| ** **                        | ** ** | **2008**               | ** ** | **2007**              | ** ** |
| Accounts  receivable              |       | $                      | 120,582    |                  | $          | 87,195 |   |
| Inventories and  supplies         |       | 107,060                |       | 113,110               |       |
| Deferred income  taxes (current)  |       | 19,168                 |       | 19,422                |       |
| Other current  assets             |       | 6,719                  |       | 2,703                 |       |
| Accounts payable                  |       | (84,771                | )          | (80,070               | )          |
| Accrued payroll  and compensation |       | (25,895                | )          | (30,456               | )          |
| Accrued interest  payable         |       | (4,612                 | )          | (11,105               | )          |
| Other current  liabilities        |       | (31,963                | )          | (28,323               | )          |
| Working Capital                   |       | $                      | 106,288    |                  | $          | 72,476 |   |

 

Significant changes inworking capital from December 31, 2007 included:

 

·                  an increase in net customer receivables of $33.4 milliondue to the comparative increase in revenue in the months leading up to therespective period-end dates;

 

·                  a decrease in inventories and supplies of $6.0 milliondue to specific efforts to reduce inventory on-hand;

 

·                  an increase of other current assets of $4.0 milliondue to the $3.3 million income tax receivable at September 30, 2008, whichdid not exist at December 31, 2007 and other prepaid insurance expensesthat are paid annually in the second quarter;

 

·                  a reduction of accrued payroll and compensation of$4.6 million due to a reduction in incentive pay; and

 

·                  an increase in other current liabilities of $3.7million due primarily to an increase in derivative liabilities of $2.8 millionfor interest rate swap agreements.

 

## **CapitalResources and Liquidity**

## ** **

Our primarysources of liquidity during the nine months ended September 30, 2008, werecash reserves.  We believe that cash fromoperations, existing cash reserves, and availability under our Revolver willprovide adequate funds for our 

 

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working capitalneeds, planned capital expenditures and debt service obligations for the next12 months and the foreseeable future. Our ability to fund working capital needs, to fund planned capitalexpenditures, to make scheduled debt payments, and to comply with all of thefinancial covenants under our credit agreement, depends on our future operatingperformance and cash flow, which in turn, are subject to prevailing economicconditions and to financial, business and other factors, some of which arebeyond our control.

 

##### **Operating Activities**

##### ** **

Net cash used byoperating activities during the first nine months of 2008 amounted to $26.9million compared to cash of $26.9 million provided for the comparable period in2007.  As expected, the primarydifference was the increase in working capital requirements due to the increasein production in the current period compared to the reduced levels ofproduction experienced during the comparable period in 2007 and thecorresponding lower net income.

 

##### **Investing Activities**

##### ** **

Net cash used ininvesting activities totaled $30.7 million for the nine months ended September 30,2008, compared to a use of $24.9 million for the nine months ended September 30,2007.  Our most significant cash outlaysfor investing activities are the purchases of property, plant andequipment.  Our capital expenditures in2007 were $36.5 million.  Capital expendituresfor 2008 are expected to be approximately $30 to $35 million, which we expectto fund through our cash from operations or existing cash reserves.  Included in the 2008 use of investing cashwas an investment in marketable securities of $5.0 million.

 

##### **Financing Activities**

##### ** **

Net cash used infinancing activities totaled $0.9 million for the nine months ended September 30,2008, compared to $65.9 million of net cash used for the comparable period in2007 due to payments made in 2007 to reduce our senior debt.

 

**BankBorrowing.**  Inconnection with the TTI merger, we entered into a Fourth Amended and RestatedCredit Agreement consisting of (1) a term credit facility (the “Term BLoan Facility”) in an aggregate principal amount of $550.0 million that willmature on January 31, 2012 and (2) a revolving credit facility (the “Revolver”)in an aggregate principal amount of $125.0 million (comprised of a$95.0 million U.S. revolving credit facility and the continuation of a$30.0 million Canadian revolving credit facility) that will terminate on January 31,2010.  As of September 30, 2008,$294.6 million was outstanding under the Term B Loan Facility and the Revolverwas undrawn.  As of October 29,2008, $78.4 million was outstanding under the Revolver.  The Term B Loan Facility requires quarterlyamortization payments of $1.4 million that commenced on March 31,2005, with the balance paid on the maturity date for the Term B Loan Facility.As of September 30, 2008, the regularly scheduled payments due through December 31,2011 were prepaid without penalty.  Theinterest rates per annum applicable to loans under our senior credit facilitiesare, at the option of the Company or Accuride Canada Inc., as applicable, abase rate or Eurodollar rate plus, in each case, an applicable margin which issubject to adjustment based on our leverage ratio. The base rate is afluctuating interest rate equal to the highest of (a) the base ratereported by Citibank, N.A. (or, with respect to the Canadian revolving creditfacility, the reference rate of interest established or quoted by CitibankCanada for determining interest rates on U.S. dollar denominated commercialloans made by Citibank Canada in Canada), (b) a reserve adjustedthree-week moving average of offering rates for three-month certificates ofdeposit plus one-half of one percent (0.5%) and (c) the federal fundseffective rate plus one-half of one percent (0.5%). The obligations under oursenior credit facilities are guaranteed by all of our domesticsubsidiaries.  The loans under the seniorcredit facilities are secured by, among other things, a lien on substantiallyall of our U.S. properties and assets and of our domestic subsidiaries and apledge of 65% of the stock of our foreign subsidiaries.  The loans under the Canadian revolvingfacility are also secured by substantially all of the properties and assets ofAccuride Canada Inc.

 

**RestrictiveDebt Covenants**.  Oursenior credit facilities contain numerous financial and operating covenantsthat limit the discretion of management with respect to certain businessmatters.  These covenants placesignificant restrictions on, among other things, our ability to incuradditional debt, to pay dividends, to create liens, to make certain paymentsand investments and to sell or otherwise dispose of assets and merge orconsolidate with other entities.  We arealso required to meet certain financial ratios and tests, including a leverageratio, an interest coverage ratio and a fixed charge coverage ratio.  Failure to comply with the obligationscontained in the credit documents could result in an event of default, andpossibly the acceleration of the related debt and the acceleration of debtunder other instruments evidencing indebtedness that may containcross-acceleration or cross-default provisions.

 

On November 28,2007, we entered into an amendment to the Fourth Amended and Restated CreditAgreement. The amendment increased pricing and modified certain financialcovenants through 2008, including changes to the leverage, 

 

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interest coverageand fixed charge coverage ratios.  As of September 30,2008, we were in compliance with our financial covenants and ratios and wecurrently expect to be in compliance through the end of the year.  Depending on the strength of the commercialvehicle market and our results of operations, it is possible that we may notmaintain compliance with certain financial covenants at the end of the firstquarter of 2009.  We are monitoring thissituation closely, and we will continue to explore alternatives to addresscompliance concerns.

 

**SeniorSubordinated Notes**.  In connection with the TTI merger, we issued $275.0 millionaggregate principal amount of 81/2% senior subordinated notes due2015 in a private placement transaction. Interest on the senior subordinated notes is payable on February 1and August 1 of each year, beginning on August 1, 2005.  The notes mature on February 1, 2015,and may be redeemed, at our option, in whole or in part, at any time on orbefore February 1, 2010 at a price equal to 100% of the principal amount,plus an applicable make-whole premium, and accrued and unpaid interest andspecial interest if any, to the date of redemption, and on or after February 1,2010, at certain specified redemption prices. The senior subordinated notes are general unsecured obligations (1) subordinatedin right of payment to all of our and the guarantors’ existing and futuresenior indebtedness, including any borrowings under our senior creditfacilities; (2) equal in right of payment with any of our and theguarantors’ existing and future senior subordinated indebtedness; (3) seniorin right of payment to all of our and the guarantors’ existing and futuresubordinated indebtedness and (4) structurally subordinated to allobligations of our subsidiaries that do not guarantee the outstandingnotes.  On June 15, 2005, wecompleted an exchange offer of these senior subordinated notes forsubstantially identical notes registered under the Securities Act of 1933, asamended.  As of September 30, 2008,those Notes remain outstanding.

 

**Off-BalanceSheet Arrangements. **Wedo not currently have any off-balance sheet arrangements that have or arereasonably likely to have a material current or future effect on our financialcondition, revenues or expenses, results of operations, liquidity, capitalexpenditures or capital resources.  Fromtime to time we may enter into operating leases, letters of credit, ortake-or-pay obligations related to the purchase of raw materials that would notbe reflected in our balance sheet.

 

**RecentAccounting Pronouncements.**

 

***SFAS No. 141(R) ***— In December 2007,the FASB issued SFAS No. 141(R),*Business Combinations*, which replaces SFAS No. 141,*Business Combinations*.  SFAS No. 141(R) requires theacquirer of a business to recognize and measure the identifiable assetsacquired, the liabilities assumed, and any non-controlling interest in the acquireeat fair value. SFAS No. 141(R) also requires transactions costsrelated to the business combination to be expensed as incurred. SFAS No. 141(R) appliesprospectively to business combinations for which the acquisition date is on orafter the beginning of the first annual reporting period beginning on or after December 15,2008. We are currently evaluating the impact of SFAS No. 141(R) relatedto future acquisitions, if any, on our consolidated financial statements.

 

***SFAS No. 160*** — In December 2007,the FASB issued SFAS No. 160,*Noncontrolling Interests in Consolidated Financial Statements*.  SFAS No. 160 requires all entities toreport noncontrolling (minority) interests in subsidiaries as equity in theconsolidated financial statements. Its intention is to eliminate the diversityin practice regarding the accounting for transactions between an entity andnoncontrolling interests. SFAS No. 160 will apply to fiscal yearsbeginning on or after December 15, 2008. We are currently evaluating the impact of SFAS No. 160 on ourconsolidated financial statements.

 

***SFAS No. 161*** — In March 2008,the FASB issued SFAS No. 161, *Disclosures aboutDerivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133.*  SFAS No. 161 amends and expands thedisclosure requirements of SFAS No. 133 to provide a better understandingof how and why an entity uses derivative instruments, how derivativeinstruments and related hedged items are accounted for, and their effect on anentity’s financial position, financial performance, and cashflows.  SFAS No. 161 is effective for fiscal years beginningafter November 15, 2008. We are currently evaluating the impact of SFAS No. 161on our consolidated financial statements.

 

***FSP No. 142-3*** — In April 2008, the FASB issued FASBStaff Position (FSP) No. FAS 142-3, *Determinationof the Useful Life of Intangible Assets.*FSP No. 142-3 was issued with the intent to improve theconsistency between the useful life of a recognized intangible asset under SFAS142, *Goodwill and Other Intangible Assets*,and the period of expected cash flows used to measure the fair value of theasset under SFAS 141(R), *Business Combinations*.The FSP amends factors an entity should consider in developing renewal orextension assumptions used to determine the useful life of a recognizedintangible asset under SFAS 142. FSP No. 142-3 is effective for fiscal yearsbeginning after December 15, 2008 and interim periods within those fiscalyears. We are currently evaluating the impact of FSP No. 142-3 on ourconsolidated financial statements.

 

***SFAS No. 162*** — In May 2008,the FASB issued SFAS No. 162, *The Hierarchy of GenerallyAccepted Accounting Principles.* SFAS No. 162 identifies the sources of accounting principles andthe framework for selecting the principles to be used in the preparation offinancial statements of nongovernmental entities that are presented inconformity with generally accepted accounting principles (GAAP) in the UnitedStates (the GAAP hierarchy). This Statement is effective 60 days following theSEC’s approval of the Public Company Accounting Oversight Board amendments toAU Section 411, *The Meaning of PresentFairly in Conformity With Generally Accepted Accounting Principles*.We are currently evaluating the impact of SFAS No. 162 on our consolidatedfinancial statements.

 

**CriticalAccounting Policies and Estimates. **Wehave made a number of estimates and assumptions relating to the reporting ofresults of operations and financial position in the preparation of ourfinancial statements in conformity with accounting principles generallyaccepted in the United States of America. Actual results could differ significantly from those 

 

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estimates underdifferent assumptions and conditions.  Weincluded in our Form 10-K for the year ended December 31, 2007 adiscussion of our most critical accounting policies, which are those that havea material impact on our financial condition or operating performance andrequire management’s most difficult, subjective and complex judgments, often asa result of the need to make estimates about the effect of matters that areinherently uncertain.

 

*CautionaryStatements Regarding Forward-Looking Statements*

 

In this report, we havemade various statements regarding current expectations or forecasts of futureevents, 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 of1933 and Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements are also made fromtime-to-time in press releases and in oral statements made by the officers ofAccuride.  Forward-looking statements areidentified by the words “estimate,” “project,” “anticipate,” “will continue,” “willlikely result,” “expect,” “intend,” “believe,” “plan,” “predict” and similarexpressions.  Forward looking statementsalso include, but are not limited to, statements regarding commercial vehiclemarket recovery, projections of revenue, income, loss, or working capital,capital expenditure levels, ability to mitigate rising raw material coststhrough increases in selling prices, plans for future operations, financingneeds, the ultimate outcome and impact of any litigation against Accuride, thesufficiency of our capital resources and plans and assumptions relating to theforegoing.

 

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

 

·      a more severe than anticipated commercial vehicleindustry downturn in 2008 and 2009 could have a material adverse effect on ourbusiness;

 

·      the loss of a major customer could have a materialadverse effect on our business;

 

·      the demands of original equipment manufacturers forprice reductions may adversely affect profitability;

 

·      we use a substantial amount of raw steel and aluminumand are vulnerable to industry shortages, significant price increases, andsurcharges, some of which we may not be able to pass through to our customers;

 

·      our credit documents contain significant financial andoperating covenants that limit the discretion of management with respect tocertain business matters.  We must alsomeet certain financial ratios and tests as described above.  Failure to comply with the obligationscontained in the debt agreements could result in an event of default, andpossibly the acceleration of the related debt and the acceleration of debtunder other instruments evidencing debt that may contain cross-acceleration orcross-default provisions;

 

·      a labor strike may disrupt our supply to our customerbase;

 

·      we may encounter increased competition in the futurefrom existing competitors or new competitors;

 

·      our significant indebtedness may have importantconsequences, including, but not limited to, impairment of our ability toobtain additional financing, reduction of funds available for operations andbusiness opportunities or limitations on our ability to dispose of assets;

 

·      significant volatility in the foreign currency marketscould have an adverse effect on us;

 

·      our ability to service our indebtedness is dependentupon operating cash flow;

 

·      an interruption of performance of our machinery andequipment could have an adverse effect on us;

 

·      an interruption in supply of metals could reduce ourability to obtain favorable sourcing of such raw materials;

 

·      we may be subject to liability under certainenvironmental laws and the cost of compliance with these regulations could havea material adverse effect on our financial condition and may adversely affectour ability to sell or rent such property or to borrow using such property ascollateral;

 

·      our success depends largely upon the abilities andexperience of certain key management personnel, and the loss of the services ofone or more of these key personnel could have a negative impact on ourbusiness.

 

For further information,refer to the business description and additional risk factors sections includedin our Form 10-K for the year ended December 31, 2007, as filed withthe SEC.

 

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**Item 3.Quantitative and Qualitative Disclosures About Market Risk**

 

In the normal course ofdoing business, we are exposed to risks associated with changes in foreignexchange rates, raw material/commodity prices, and interest rates.  We use derivative instruments to manage theseexposures.  The objectives for holdingderivatives are to minimize the risks using the most effective methods toreduce 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 tomaximize the overall effectiveness of our foreign currency derivatives.  The principal currency of exposure is theCanadian dollar.  Foreign exchangeforward contracts and option contracts are used to offset the impact of thevariability in exchange rates on our operations, cash flows, assets andliabilities.  At September 30, 2008,the notional amount of open foreign exchange forward contracts was $9.2million.  The estimated net fair value ofthese contracts at September 30, 2008, per quoted market sources, was liabilityof approximately $0.2 million and is a component of Accrued and otherliabilities.

 

**RawMaterial/Commodity Price Risk -**We rely upon the supply ofcertain raw materials and commodities in our production processes and generallyenter into long-term supply contracts of a year or longer for our steel andaluminum requirements.  The exposuresassociated with these commitments are primarily managed through the terms ofthe sales, supply, and procurement contracts. From time to time, we use commodity price swaps and futures contracts tomanage the variability in certain commodity prices.  The notional amount of commodity priceinstruments at September 30, 2008 was $6.5 million.  The estimated net fair value of thesecontracts at September 30, 2008, per quoted market sources, was liability ofapproximately $1.6 million and is a component of Accrued and other liabilities.

 

**Interest Rate Risk**- We use long-term debt as a primary source of capital in our business.  The following table presents the principalcash repayments and related weighted average interest rates by maturity datefor our long-term fixed-rate debt and other types of long-term debt at September 30,2008:

 
| **(Dollars in thousands)** | ** ** | **2008** | ** ** | **2009** | ** ** | **2010** | ** ** | **2011** | ** ** | **2012** | ** ** | **Thereafter** | ** ** | **Total** | ** ** | **Fair Value** | ** ** |
|--------------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------------|------------|-----------|------------|---------------------|------------|
| Long-term Debt:                      |       |     |       |     |       |     |       |     |       |     |       |           |       |      |       |                |       |
| Fixed                                |       | —   |       | —   |       | —   |       | —   |       | —   |       | $              | 275,000    |      | $          | 275,000             |       | $ | 174,625 |   |
| Average Rate                         |       | —   |       | —   |       | —   |       | —   |       | —   |       | 8.50           | %          | 8.50      | %          |                |       |
| Variable                             |       | —   |       | —   |       | —   |       | —   |       | $        | 294,625    |           | $          | 3,100     |       | $                   | 297,725    |   | $ | 259,424 |   |
| Average Rate                         |       | —   |       | —   |       | —   |       | —   |       | 6.58     | %          | 8.40           | %          | 6.60      | %          |                |       |
|                                      |            |          |            |          |            |          |            |          |            |          |            |                |            |           |            |                     |            |  |  |  |  |

 

We have usedinterest rate swaps to alter interest rate exposure between fixed and variablerates on a portion of our long-term debt. As of September 30, 2008, we had one interest rate swap agreementoutstanding, which was established in December 2007, and the terms withthe counterparty are to exchange, at specified intervals, the differencebetween 3.81% from March 2008 through March 2010, and the variablerate interest amounts calculated by reference to the notional principal amount.The notional principal amounts under the terms are $200 million from March 2008through March 2009, $150 million from March 2009 through September 2009and $125 million from September 2009 through March 2010.  The estimated net fair value of thisagreement at September 30, 2008, per quoted market sources, was liability ofapproximately $1.6 million and is a component of Accrued and other liabilities.

 

**Item 4.Controls and Procedures**

 

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

 

As required by SEC Rule 13a-15(b),we carried out an evaluation, under the supervision and with the participationof the Company’s management, including our Chief Executive Officer and ChiefFinancial Officer, of the effectiveness of the design and operation of ourdisclosure controls and procedures as of the end of the period covered by thisreport.  Based on that evaluation, ourChief Executive Officer and Chief Financial Officer concluded that ourdisclosure controls and procedures were effective at the reasonable assurancelevel.

 

***Changesin Internal Control Over Financial Reporting.***  There have been no changes in our internalcontrols over financial reporting during our most recent quarter that hasmaterially affected, or is reasonably likely to materially affect, our internalcontrols over financial reporting.

 

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**PART II.  OTHER INFORMATION**

 

**Item1.  Legal Proceedings**

 

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

 

**Item1A.  Risk Factors.**

 

In light of recenteconomic activity, we are supplementing the risks listed under the caption“Item 1A. – Risk Factor, Risks Related to our Business and Industry” of ourForm 10-K for the year ended December 31, 2007, filed on March 17, 2008, withthe following:

 

***Currenteconomic conditions, including those related to the credit markets, mayadversely affect our industry, business and results of operations.***

 

The United States economyis currently undergoing a period of slowdown and unprecedented volatility,which some observers view as a possible recession, and the future economicenvironment may continue to be less favorable than that of recent years. Thisslowdown has and could further lead to reduced consumer and commercial spendingin the foreseeable future.  In addition,our industry is typically highly cyclical and could experience significant andprolonged downturns in connection with, or in anticipation of, declines ingeneral economic conditions.  A continuedsoftening in the economy may adversely and materially affect our industry,business and results of operations and we can not accurately predict how severeand prolonged any downturn might be. Moreover, reduced revenues as a result of a softening of the economy mayalso reduce our working capital and interfere with our long term strategy. 

 

Furthermore, the UnitedStates credit markets are currently experiencing an unprecedented contraction.As a result of the tightening credit markets, we may not be able to obtainadditional financing on favorable terms, or at all. As evidenced by thebankruptcy filing of Lehman Brothers Holdings Inc., which resulted in LehmanCommercial Paper, Inc. not being in a position to fund its portion of ourrevolving credit facility, if one or more of the financial institutions thatsupport our existing credit facilities fails, we may not be able to find areplacement, which would negatively impact our ability to borrow under ourcredit facilities.  In addition, if thecurrent pressures on credit continue or worsen, we may not be able torefinance, if necessary, our outstanding debt when due, which could have amaterial adverse effect on our business. While we believe we have adequatesources of liquidity to meet our anticipated requirements for working capital,debt service and capital expenditures through fiscal year 2008 and the foreseeablefuture, if our operating results falter and our cash flow or capital resourcesprove inadequate, or if interest rates increase significantly, we could faceliquidity problems that could materially and adversely affect our results ofoperations and financial condition.

 

**Item5.  Other Information.**

 

On October 21, 2008,our Board of Directors adopted and approved, effective immediately, Amended andRestated Bylaws of the Company, which amended Article III, Sections 5, 6and 7 to revise and enhance the advance notice requirements for stockholderproposals of business and director nominations to be considered at stockholdermeetings.  The amendments revise the advance notice requirements to:

 

·      expand the requireddisclosure for stockholders making proposals or nominations to include, amongother things, all ownership interests, hedges, economic incentives and rightsto vote any shares of any security of the Company;

 

·      require stockholdersnominating directors to disclose the same information about a proposed directornominee that would be required if the director nominee were submitting aproposal and any material relationships between the stockholder proponents andtheir affiliates, on the one hand, and the director nominees and theiraffiliates, on the other hand;

 

·      expand disclosures regardingproposed business to include a reasonably detailed description of allagreements, arrangements, and understandings between proposing persons andother stockholders of the Company in connection with the proposed business;

 

·      require that the disclosuresprovided for in Article III, Sections 6 and 7, be updated and supplementedso as to be accurate as of the record date for a meeting and as of ten businessdays prior to the meeting; and

 

·      clarify that therequirements set forth in the Amended and Restated Bylaws apply to allstockholder proposals and director nominations, other than stockholderproposals made pursuant to Rule 14a-8 under the Securities Exchange Act of1934, as amended (which provides certain different procedural requirements).

 

The foregoing descriptionof our Amended and Restated Bylaws is qualified in its entirety by reference tothe full text of the Amended and Restated Bylaws, a copy of which is attachedas Exhibit 3.2 hereto and incorporated herein by reference.

 

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**Item6.  Exhibits**

 
| **Exhibit No.** | ** ** | ** ** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|----------------------|------------|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 2.1                  |       | —     |       | Agreement and Plan of  Merger, dated as of December 24, 2004, by and among Accuride  Corporation, Amber Acquisition Corp., Transportation Technologies  Industries, Inc., certain signing stockholders and the Company  Stockholders Representatives. Previously filed as an exhibit to the Form 8-K  filed on December 30, 2004 and incorporated herein by reference.                                                                                       |
| 2.2                  |       | —     |       | Stock Subscription and  Redemption Agreement, dated as of November 17, 1997, among Accuride  Corporation, Hubcap Acquisition L.L.C. and Phelps Dodge Corporation.  Previously filed as an exhibit to the Form S-4 effective July 23,  1998 (Reg. No. 333-50239) and incorporated herein by reference.                                                                                                                                                        |
| 2.3                  |       | —     |       | 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.                                                                            |
| 3.1                  |       | —     |       | Amended and Restated  Certificate of Incorporation of Accuride Corporation. Previously filed as an  exhibit to Amendment 4, filed on April 21, 2005, to the  Form S-1 effective April 25, 2005 (Reg. No. 333-121944) and  incorporated herein by reference.                                                                                                                                                                                             |
| 3.2                  |       | —     |       | Amended and Restated  Bylaws of Accuride Corporation. Previously filed as an exhibit to the  Form 8-K filed on October 24, 2008 and incorporated herein by  reference.                                                                                                                                                                                                                                                                                                 |
| 4.1                  |       | —     |       | Specimen common stock  certificate of registrant. Previously filed as an exhibit to  Amendment 2, filed March 25, 2005, to Form S-1 effective  April 25, 2005 (Reg. No. 333-121944) and incorporated herein by  reference.                                                                                                                                                                                                                              |
| 4.2                  |       | —     |       | Indenture, dated as of  January 31, 2005, by and among the Registrant, all of the Registrant’s  direct and indirect Domestic Subsidiaries existing on the Issuance Date and  The Bank of New York Trust Company, N.A., with respect to $275.0 million  aggregate principal amount of 8 1/2% Senior Subordinated Notes due 2015. Previously filed  as an exhibit to the Form 8-K filed on February 4, 2005 and  incorporated herein by reference.        |
| 4.3                  |       | —     |       | Amended and Restated  Registration Rights Agreement dated January 31, 2005 by and between the  Registrant and each of the Stockholders (as defined therein). Previously  filed as an exhibit to the Form 8-K filed on February 4, 2005 and  incorporated herein by reference.                                                                                                                                                                                     |
| 4.4                  |       | —     |       | Shareholder Rights  Agreement dated January 31, 2005 by and between the Registrant and the  Stockholders (as defined therein). Previously filed as an exhibit to the  Form 8-K filed on February 4, 2005 and incorporated herein by  reference.                                                                                                                                                                                                                   |
| 4.5                  |       | —     |       | Registration Rights  Agreement, dated January 31, 2005, by and among Accuride Corporation, as  issuer, the Guarantors named in Schedule A thereto and Lehman  Brothers Inc., Citigroup Global Markets Inc. and UBS Securities  LLC, as initial purchasers. Previously filed as an exhibit to  Amendment 2, filed March 25, 2005, to Form S-1 effective  April 25, 2005 (Reg. No. 333-121944) and incorporated herein by  reference. |
| 4.6                  |       | —     |       | Stockholders’ Agreement,  dated January 21, 1998, as amended and assigned, by and among Accuride  Corporation, RSTW Partners III, L.P. (as successor to Phelps Dodge  Corporation) and Hubcap Acquisition L.L.C. Previously filed as an exhibit to  Amendment 2, filed March 25, 2005, to Form S-1 effective  April 25, 2005 (Reg. No. 333-121944) and incorporated herein by  reference.                                                |
| 4.7*                 |       | —     |       | Form of  Stockholders’ Agreement by and among Accuride Corporation, certain employees  and Hubcap Acquisition L.L.C. Previously filed as an exhibit to the  Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and  incorporated herein by reference.                                                                                                                                                                                                |
| 4.8*                 |       | —     |       | Form of Amendment  to Stockholders’ Agreement by and among Accuride Corporation, certain  employees and the Hubcap Acquisition L.L.C. Previously filed as an exhibit to  Amendment No. 1, filed September 22, 2005 (Reg.  No. 333-128327) and incorporated herein by reference.                                                                                                                                                                         |
| 4.9                  |       | —     |       | 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*†          |       | —     |       | 2005 Incentive Award  Plan (as amended and restated).                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.2*†          |       | —     |       | Form of Restricted  Stock Award Agreement for use with 2005 Incentive Award Plan (as amended and  restated).                                                                                                                                                                                                                                                                                                                                                                |
| 10.3*                |       | —     |       | Resignation Agreement,  dated September 22, 2008, by and between Accuride Corporation and John R.  Murphy Previously filed as an exhibit to the Form 8-k filed on September 26,  2008 and incorporated herein by reference.                                                                                                                                                                                                                                                      |
| 31.1†           |       | —     |       | Certification Pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a-14 of  the Exchange Act of 1934 — William M. Lasky.                                                                                                                                                                                                                                                                                                                         |
| 31.2†           |       | —     |       | Certification Pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a-14 of  the Exchange Act of 1934 — David K. Armstrong.                                                                                                                                                                                                                                                                                                                       |
| 32.1††     |       | —     |       | Certifications Pursuant  to Section 1350 of Chapter 63 of Title 18 of the United States Code.                                                                                                                                                                                                                                                                                                                                                                               |
|                      |            |            |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |

 

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†              Filedherewith

††            Furnishedherewith

*              Managementcontract or compensatory agreement

 

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**SIGNATURES**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

 

 
| ACCURIDE  CORPORATION                            |   |   |                   |
|--------------------------------------------------|--------|--------|------------------------|
|                                             |   |   |                   |
| /s/ WILLIAM M. LASKY                             |   | Dated: | November 10, 2008 |
| William M. Lasky                                 |   |   |                   |
| Interim President and  Chief Executive Officer   |   |   |                   |
| (Principal Executive  Officer)                   |   |   |                   |
|                                             |   |   |                   |
|                                             |   |   |                   |
| /s/ DAVID K. ARMSTRONG                           |   | Dated: | November 10, 2008 |
| David K. Armstrong                               |   |   |                   |
| Senior Vice President /  Chief Financial Officer |   |   |                   |
| (Principal Financial  and Accounting Officer)    |   |   |                   |

 

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