**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 June 30, 2007.**                                                                                                                                                                                                                          |
| ** **                                                                                                                                                                                                                                                                 |
| **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 bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.  Yes x   No o

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer.  See definition of“accelerated and large accelerated filer” in Rule 12b-2 of the ExchangeAct.  (Check one):
| Large Accelerated  Filer o | Accelerated  Filer x | Non-Accelerated  Filer o |
|---------------------------------|---------------------------|-------------------------------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes o No x

As of August 7,2007, 35,324,217 shares of Accuride Corporation common stock, par value $.01per share, were outstanding.

 

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**ACCURIDE CORPORATION**

**Table of Contents**
| **PART I – FINANCIAL  INFORMATION** |   |                                                                                                        |
|------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------|
| ** **                               |   |                                                                                                        |
| Item 1.                                  |   | Condensed  Consolidated Financial Statements (Unaudited)                                                    |   |   |
|                                     |   |                                                                                                        |   |   |
|                                     |   | Condensed  Consolidated Balance Sheets as of June 30, 2007 and December 31, 2006                            |   |   |
|                                     |   |                                                                                                        |   |   |
|                                     |   | Condensed  Consolidated Statements of Operations for the Three and Six Months Ended June  30, 2007 and 2006 |   |   |
|                                     |   |                                                                                                        |   |   |
|                                     |   | Condensed  Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007  and 2006           |   |   |
|                                     |   |                                                                                                        |   |   |
|                                     |   | Notes to  Condensed Consolidated Financial Statements                                                       |   |   |
|                                     |   |                                                                                                        |   |   |
| Item 2.                                  |   | Management’s  Discussion and Analysis of Financial Condition and Results of Operations                 |   |   |
|                                     |   |                                                                                                        |   |   |
| Item 3.                                  |   | Quantitative  and Qualitative Disclosures About Market Risk                                                 |   |   |
|                                     |   |                                                                                                        |   |   |
| Item 4.                                  |   | Controls and  Procedures                                                                                    |   |   |
|                                     |   |                                                                                                        |   |   |
| **PART II – OTHER  INFORMATION**    |   |                                                                                                        |
| ** **                               |   |                                                                                                        |
| Item 1.                                  |   | Legal Proceedings                                                                                           |   |   |
|                                     |   |                                                                                                        |   |   |
| Item 4.                                  |   | Submission  of Matters to a Vote of Security Holders                                                        |   |   |
|                                     |   |                                                                                                        |   |   |
| Item  6.                                 |   | Exhibits                                                                                                    |   |   |
|                                     |   |                                                                                                        |   |   |
| Signatures                               |   |                                                                                                        |

 

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**PartI.  FINANCIAL INFORMATION**

**Item1.  Financial Statements**

**ACCURIDECORPORATIONCONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)**
| ** **                                                                                                                                                           | ** ** | **June 30,** | ** ** | **December 31,** | ** ** |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------|------------|-----------------------|------------|
| **(In thousands, except for per share data)**                                                                                          | ** ** | **2007**          | ** ** | **2006**              | ** ** |
| ** **                                                                                                                                                           | ** ** | ** **        | ** ** | ** **            | ** ** |
| **ASSETS**                                                                                                                                                           |       |              |       |                  |       |
| CURRENT ASSETS:                                                                                                                                                      |       |              |       |                  |       |
| Cash and cash  equivalents                                                                                                                                           |       | $                 | 52,722     |                  | $          | 110,204 |   |
| Customer  receivables, net of allowance for doubtful accounts of $1,958 and $2,127 in  2007 and 2006, respectively                                                   |       | 111,066           |       | 132,482               |       |
| Other  receivables                                                                                                                                                   |       | 7,899             |       | 10,183                |       |
| Inventories, net                                                                                                                                                     |       | 131,012           |       | 103,653               |       |
| Supplies, net                                                                                                                                                        |       | 21,792            |       | 22,124                |       |
| Current income  taxes receivable                                                                                                                                     |       | 8,275             |       | —                |       |
| Deferred income  taxes                                                                                                                                               |       | 14,573            |       | 14,451                |       |
| Prepaid expenses  and other current assets                                                                                                                           |       | 8,380             |       | 5,143                 |       |
| Total current  assets                                                                                                                                                |       | 355,719           |       | 398,240               |       |
| PROPERTY, PLANT AND  EQUIPMENT, net                                                                                                                                  |       | 278,337           |       | 300,806               |       |
| OTHER ASSETS:                                                                                                                                                        |       |              |       |                  |       |
| Goodwill                                                                                                                                                             |       | 386,953           |       | 389,513               |       |
| Other intangible  assets, net                                                                                                                                        |       | 132,807           |       | 135,644               |       |
| Investment in  affiliates                                                                                                                                            |       | 600               |       | 350                   |       |
| Deferred  financing costs, net of accumulated amortization of $3,087 and $2,470 in 2007  and 2006, respectively                                                      |       | 7,412             |       | 8,029                 |       |
| Other                                                                                                                                                                |       | 240               |       | 605                   |       |
| TOTAL                                                                                                                                                                |       | $                 | 1,162,068  |                  | $          | 1,233,187 |   |
| **LIABILITIES AND STOCKHOLDERS’  EQUITY**                                                                                                                       |       |              |       |                  |       |
| CURRENT LIABILITIES:                                                                                                                                                 |       |              |       |                  |       |
| Accounts payable                                                                                                                                                     |       | $                 | 89,249     |                  | $          | 107,217 |   |
| Accrued payroll  and compensation                                                                                                                                    |       | 31,518            |       | 28,430                |       |
| Accrued interest  payable                                                                                                                                            |       | 11,141            |       | 11,406                |       |
| Income taxes  payable                                                                                                                                                |       | —            |       | 4,135                 |       |
| Accrued and  other liabilities                                                                                                                                       |       | 30,571            |       | 35,711                |       |
| Total current  liabilities                                                                                                                                           |       | 162,479           |       | 186,899               |       |
| LONG-TERM DEBT                                                                                                                                                       |       | 582,725           |       | 642,725               |       |
| DEFERRED INCOME TAXES                                                                                                                                                |       | 33,653            |       | 39,945                |       |
| NON-CURRENT INCOME  TAXES PAYABLE                                                                                                                                    |       | 11,566            |       | —                |       |
| OTHER POSTRETIREMENT  BENEFIT PLAN LIABILITY                                                                                                                         |       | 83,474            |       | 81,158                |       |
| PENSION BENEFIT PLAN  LIABILITY                                                                                                                                      |       | 16,615            |       | 15,096                |       |
| OTHER LIABILITIES                                                                                                                                                    |       | 3,628             |       | 3,782                 |       |
| COMMITMENTS AND  CONTINGENCIES                                                                                                                                       |       | —            |       | —                |       |
| STOCKHOLDERS’ EQUITY:                                                                                                                                           |       |              |       |                  |       |
| Preferred stock,  $0.01 par value; 5,000 shares authorized and unissued                                                                                              |       | —            |       | —                |       |
| Common Stock,  $0.01 par value; 100,000 shares authorized, 35,978 and 35,554 shares issued,  and 35,274 and 34,850 shares outstanding in 2007 and 2006, respectively |       | 353               |       | 349                   |       |
| Additional  paid-in-capital                                                                                                                                          |       | 260,438           |       | 255,741               |       |
| Treasury stock –  76 shares at cost in 2007 and 2006                                                                                                            |       | (751              | )          | (751                  | )          |
| Accumulated  other comprehensive loss                                                                                                                                |       | (24,416           | )          | (23,100               | )          |
| Retained  earnings                                                                                                                                                   |       | 32,304            |       | 31,343                |       |
| Total  stockholders’ equity                                                                                                                                     |       | 267,928           |       | 263,582               |       |
| TOTAL                                                                                                                                                                |       | $                 | 1,162,068  |                  | $          | 1,233,187 |   |

 

See notes to unaudited condensed consolidated financial statements.

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**ACCURIDECORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)**
| ** **                                                        | ** ** | **Three Months Ended  June 30,** | ** ** | **Six Months Ended  June 30,** | ** ** |
|-------------------------------------------------------------------|------------|-------------------------------------------------|------------|-----------------------------------------------|------------|
| **(in thousands except per share data)** | ** ** | **2007**                                        | ** ** | **2006**                                      | ** ** | **2007** | ** ** | **2006** | ** ** |
| ** **                                                        |       |                                            | ** ** | ** **                                    |       |   |   |   |   |
| NET SALES                                                         |       | $                                               | 245,133    |                                          | $          | 361,733 |   | $ | 570,563 | ** ** | $ | 721,658 |   |
| COST OF GOODS  SOLD                                               |       | 216,679                                         |       | 308,613                                       |       | 517,993 | ** ** | 612,524 |   |
| GROSS PROFIT                                                      |       | 28,454                                          |       | 53,120                                        |       | 52,570 | ** ** | 109,134 |   |
| OPERATING  EXPENSES:                                              |       |                                            | ** ** |                                          |       |   |   |   |   |
| Selling, general and administrative                               |       | 14,223                                          |       | 13,087                                        |       | 29,274 | ** ** | 26,776 |   |
| INCOME FROM  OPERATIONS                                           |       | 14,231                                          |       | 40,033                                        |       | 23,296 | ** ** | 82,358 |   |
| OTHER INCOME  (EXPENSE):                                          |       |                                            | ** ** |                                          |       |   |   |   |   |
| Interest income                                                   |       | 393                                             |       | 343                                           |       | 937 | ** ** | 392 |   |
| Interest expense                                                  |       | (11,665                                         | )          | (12,622                                       | )          | (24,228 | ) | (24,301 | ) |
| Equity in earnings of affiliate                                   |       | —                                          |       | 176                                           |       | — |   | 391 |   |
| Other income, net                                                 |       | 3,222                                           |       | 394                                           |       | 3,296 | ** ** | 996 |   |
| INCOME BEFORE  INCOME TAXES                                       |       | 6,181                                           |       | 28,324                                        |       | 3,301 | ** ** | 59,836 |   |
| INCOME TAX  PROVISION                                             |       | 1,288                                           |       | 9,981                                         |       | 292 | ** ** | 21,458 |   |
| NET INCOME                                                        |       | $                                               | 4,893      |                                          | $          | 18,343 |   | $ | 3,009 | ** ** | $ | 38,378 |   |
|                                                              |       |                                            |       |                                          |       |   | ** ** |   |   |
| Weighted average  common shares outstanding—basic            |       | 35,127                                          |       | 34,146                                        |       | 35,011 | ** ** | 34,064 |   |
|                                                              |       |                                            |       |                                          |       |   | ** ** |   |   |
| Basic income per  share                                           |       | $                                               | 0.14       |                                          | $          | 0.54 |   | $ | 0.09 | ** ** | $ | 1.13 |   |
|                                                              |       |                                            |       |                                          |       |   | ** ** |   |   |
| Weighted average  common shares outstanding—diluted          |       | 35,408                                          |       | 34,564                                        |       | 35,151 | ** ** | 34,524 |   |
|                                                              |       |                                            |       |                                          |       |   |   |   |   |
| Diluted income per  share                                         |       | $                                               | 0.14       |                                          | $          | 0.53 |   | $ | 0.09 |   | $ | 1.11 |   |

 

See notes to unaudited condensed consolidated financial statements.

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**ACCURIDECORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)**
| ** **                                                                                   | ** ** | **Six Months Ended  June 30,** | ** ** |
|----------------------------------------------------------------------------------------------|------------|-----------------------------------------------|------------|
| **(In thousands)**                                                                      | ** ** | **2007**                                      | ** ** | **2006** | ** ** |
| CASH FLOWS FROM  OPERATING ACTIVITIES:                                                       |       |                                          |       |   |   |
| Net income                                                                                   |       | $                                             | 3,009      |   | $ | 38,378 |   |
| Adjustments to reconcile net income to net cash  provided by (used in) operating activities: |       |                                          |       |   |   |
| Depreciation and impairment                                                                  |       | 32,910                                        |       | 23,536 |   |
| Amortization – deferred financing costs                                                 |       | 617                                           |       | 757 |   |
| Amortization – other intangible assets                                                  |       | 2,837                                         |       | 2,766 |   |
| Loss on disposal of assets                                                                   |       | 29                                            |       | 1,457 |   |
| Deferred income taxes                                                                        |       | 204                                           |       | 6,332 |   |
| Equity in earnings of affiliates                                                             |       | —                                        |       | (391 | ) |
| Non-cash stock-based compensation                                                            |       | 1,280                                         |       | 700 |   |
| Changes in certain assets and liabilities:                                                   |       |                                          |       |   |   |
| Receivables                                                                                  |       | 23,700                                        |       | (41,322 | ) |
| Inventories and supplies                                                                     |       | (27,027                                       | )          | 3,042 |   |
| Prepaid expenses and other assets                                                            |       | (12,688                                       | )          | (5,288 | ) |
| Accounts payable                                                                             |       | (12,519                                       | )          | 7,211 |   |
| Accrued and other liabilities                                                                |       | 2,703                                         |       | 9,621 |   |
| Net cash provided by operating activities                                                    |       | 15,055                                        |       | 46,799 |   |
| CASH FLOWS FROM  INVESTING ACTIVITIES:                                                       |       |                                          |       |   |   |
| Purchases of property, plant and equipment                                                   |       | (15,919                                       | )          | (15,248 | ) |
| Other                                                                                        |       | (30                                           | )          | 2,187 |   |
| Net cash used in investing activities                                                        |       | (15,949                                       | )          | (13,061 | ) |
| CASH FLOWS FROM  FINANCING ACTIVITIES:                                                       |       |                                          |       |   |   |
| Payments on long-term debt                                                                   |       | (60,000                                       | )          | (30,000 | ) |
| Increase in revolving credit advance                                                         |       | 5,000                                         |       | 25,000 |   |
| Decrease in revolving credit advance                                                         |       | (5,000                                        | )          | (25,000 | ) |
| Other                                                                                        |       | 3,412                                         |       | 1,475 |   |
| Net cash used in financing activities                                                        |       | (56,588                                       | )          | (28,525 | ) |
| INCREASE  (DECREASE) IN CASH AND CASH EQUIVALENTS                                            |       | (57,482                                       | )          | 5,213 |   |
| CASH AND CASH  EQUIVALENTS—Beginning of period                                          |       | 110,204                                       |       | 48,415 |   |
| CASH AND CASH  EQUIVALENTS—End of period                                                |       | $                                             | 52,722     |   | $ | 53,628 |   |
|                                                                                         |       |                                          |       |   |   |
| Supplemental  cash flow information:                                                         |       |                                          |       |   |   |
| Cash paid for interest                                                                       |       | $                                             | 22,328     |   | $ | 26,591 |   |
| Cash paid for  income taxes                                                                  |       | $                                             | 5,600      |   | $ | 3,283 |   |

 

Seenotes to unaudited condensed consolidated financial statements.

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**ACCURIDE CORPORATION**

**NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS (UNAUDITED)**

**AS OF JUNE 30, 2007 AND DECEMBER31, 2006 AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30,**

**2007 AND2006 (AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)**

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

***Basis ofPresentation*****– Theaccompanying unaudited condensed consolidated financial statements have beenprepared in accordance with accounting principles generally accepted in theUnited States of America, except that the unaudited condensed consolidatedfinancial statements do not include all of the information and footnotesrequired by accounting principles generally accepted 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 six months ended June 30, 2007 are not necessarily indicativeof the results to be expected for the year ending December 31, 2007.  The unaudited condensed consolidatedfinancial statements and notes thereto should be read in conjunction with theaudited condensed consolidated financial statements and notes thereto disclosedin Accuride’s Annual Report on Form 10-K for the year ended December 31, 2006.

***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.

***Earnings PerCommon Share*** –Basic and diluted earnings per common share were computed as follows:
| ** **                                                        | ** ** | **Three Months Ended June 30,** | ** ** | **Six Months Ended June 30,** | ** ** |
|-------------------------------------------------------------------|------------|-----------------------------------------------------|------------|---------------------------------------------------|------------|
| **(in thousands except per share data)** | ** ** | **2007**                                            | ** ** | **2006**                                          | ** ** | **2007** | ** ** | **2006** | ** ** |
| Numerator:                                                        |       |                                                |       |                                              |       |   |   |   |   |
| Net Income                                                        |       | $                                                   | 4,893      |                                              | $          | 18,343 |   | $ | 3,009 |   | $ | 38,378 |   |
| Denominator:                                                      |       |                                                |       |                                              |       |   |   |   |   |
| Weighted average  shares outstanding - Basic                      |       | 35,127                                              |       | 34,146                                            |       | 35,011 |   | 34,064 |   |
| Effect of  dilutive stock options                                 |       | 281                                                 |       | 418                                               |       | 140 |   | 460 |   |
| Weighted average  shares outstanding - Diluted                    |       | 35,408                                              |       | 34,564                                            |       | 35,151 |   | 34,524 |   |
| Basic earnings  per common share                                  |       | $                                                   | 0.14       |                                              | $          | 0.54 |   | $ | 0.09 |   | $ | 1.13 |   |
| Diluted earnings per  common share                                |       | $                                                   | 0.14       |                                              | $          | 0.53 |   | $ | 0.09 |   | $ | 1.11 |   |

 

Therewere 496,062 stock appreciation rights that were not included in thecomputation of diluted earnings per share because the effect would be anti-dilutive.

***DerivativeFinancial Instruments*** – We use derivative financial instruments as part of our riskmanagement strategy as further described under Item 7A of the 2006 AnnualReport on Form 10-K.  The derivativeinstruments used from time to time include interest rate and foreign exchangeinstruments.  All derivative instrumentsare recognized on the balance sheet at their estimated fair values. As of June30, 2007, no derivatives were designated as hedges for financial reportingpurposes.

*InterestRate Instruments* –We entered into interest rate swap agreements in 2005 as a means of fixing theinterest rate on portions of our floating-rate debt.  The total notional amount of outstandinginterest rate swap agreements at June 30, 2007 was $250 million, maturing inMarch of 2008.  Realized gains and lossesincluded in interest expense are as follows:
| ** **             | ** ** | **Three Months Ended June 30,** | ** ** | **Six Months Ended June 30,** | ** ** |
|------------------------|------------|-----------------------------------------------------|------------|---------------------------------------------------|------------|
| ** **             | ** ** | **2007**                                            | ** ** | **2006**                                          | ** ** | **2007** | ** ** | **2006** | ** ** |
| Realized Gain          |       | $                                                   | 581        |                                              | $          | 457 |   | $ | 1,250 |   | $ | 1,117 |   |
| Unrealized Gain (Loss) |       | $                                                   | (115       | )                                                 | $          | 890 |   | $ | (795 | ) | $ | 2,174 |   |

 

*ForeignExchange Instruments* – From time to time we use foreigncurrency forward contracts and option contracts to limit foreign exchange riskon anticipated but not yet committed transactions expected to be denominated inCanadian dollars. At June 30, 2007, we had open foreign exchange forwardcontracts of $17.1 million.  Included inother income for the three months ended June 30, 2007 are realized gains of$0.6 million and unrealized gains of $1.4 million from these contracts.  For 

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the six months ended June30, 2007, we had realized gains of $0.9 million and unrealized gains of $2.0million from these contracts.

***Share-Based Compensation***—We account for share-based compensation programs inaccordance with Statement of Financial Accounting Standards (“SFAS”) No.123(R), *Share-Based Payment*.  In thethree months ended June 30, 2007, $0.7 million of pre-tax compensation expensewas recognized. The total income tax benefit recognized for share-basedcompensation exercises in the statements of operations and in additional paid-in-capitalfor the three and six months ended June 30, 2007, was $0.8 million and $1.1million, respectively. In the three and six months ended June 30, 2007, 117,728stock appreciation rights and 51,128 restricted stock units were granted, withan intrinsic value of $5.2 million. These awards will vest over approximately afour year period.  As of June 30, 2007,there was approximately $9.8 million of unrecognized pre-tax compensationexpense related to share-based awards not yet vested that will be recognizedover a weighted-average period of 2.6 years.

***Recent Accounting Adoptions***

**FIN 48**—In July 2006, the FASB issuedInterpretation No. 48, FIN 48, **Accounting for Uncertainty in Income Taxes,**toaddress the noncomparability in reporting tax assets and liabilities resultingfrom a lack of specific guidance in SFAS No. 109, **Accounting for Income Taxes,**onthe uncertainty in income taxes recognized in an enterprise’s financial **statements*. *Specifically, FIN 48 prescribes (a) aconsistent recognition threshold and (b) a measurement attribute for thefinancial statement recognition and measurement of a tax position taken orexpected to be taken in a tax return, and provides related guidance onderecognition, classification, interest and penalties, accounting in interimperiods, disclosure, and transition.  FIN48 applies to fiscal years beginning after December 15, 2006.  The impact of the adoption of FIN 48 onJanuary 1, 2007, was to decrease retained earnings by $2.1 million, increasegoodwill by $0.7 million, decrease income taxes payable by $6.1 million,decrease net deferred tax liabilities by $2.7 million, and increase non-currentincome taxes payable by $11.6 million.

In conjunction with theadoption of FIN 48, we have classified uncertain tax positions as non-currentincome tax liabilities unless they are expected to be paid within 12 months ofthe balance sheet date. Penalties and income tax-related interest expense arereported as a component of income tax expense and the related liabilities areincluded in non-current income taxes payable. As of January 1, 2007, we recorded a liability of approximately $2.7million and $2.1 million for the payments of interest and penalties,respectively.  The liability for thepayment of interest and penalties did not materially change as of June 30,2007.

As of January 1, 2007, wewere open to examination in the U.S. federal tax jurisdiction for the 2003-2006tax years, in Canada for the years of 1997-2006, and in Mexico for the years of1999-2006. We were also open to examination in various state and localjurisdictions for the 2001-2006 tax years, none of which were individuallymaterial.

As of January 1, 2007,the total amount of unrecognized tax benefits was $13.4 million, of which $10.4million would affect the effective tax rate, if recognized.  The amount of unrecognized tax benefits didnot materially change as of June 30, 2007.

***RecentAccounting Pronouncements***

***SFAS No. 157***— In September 2006,the FASB issued SFAS No. 157,*Fair Value Measurements*,to eliminate the diversity in practice that exists due to the differentdefinitions of fair value and the limited guidance for applying thosedefinitions in GAAP that are dispersed among the many accounting pronouncementsthat require fair value measurements. SFAS No. 157 will apply to fiscal years beginning after November 15,2007. Management is currently evaluating the impact of SFAS No. 157 on theconsolidated financial statements.

***SFAS No. 159***— In February 2007,the FASB issued SFAS No. 159, *Establishing the FairValue Option for Financial Assets and Liabilities*, to permit allentities to choose to elect to measure eligible financial instruments at fairvalue.  SFAS No. 159 applies to fiscalyears beginning after November 15, 2007, with early adoption permitted for anentity that has also elected to apply the provisions of SFAS No. 157, *Fair Value Measurements.*An entity isprohibited from retrospectively applying SFAS No. 159, unless it chooses earlyadoption. Management is currently evaluating the impact of SFAS No. 159 on theconsolidated financial statements.

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**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:
| ** **                   | ** ** | **June 30, 2007** | ** ** | **December 31, 2006** | ** ** |
|------------------------------|------------|-----------------------------|------------|---------------------------------|------------|
| Raw materials                |       | $                           | 34,016     |                            | $          | 29,437 |   |
| Work in process              |       | 53,857                      |       | 39,796                          |       |
| Finished  manufactured goods |       | 43,139                      |       | 34,420                          |       |
| Total inventories, net       |       | $                           | 131,012    |                            | $          | 103,653 |   |

 

**Note 3 – Goodwill and IntangibleAssets**

SFAS No. 141, *Business Combinations,* and SFAS No. 142, *Goodwill and Other Intangible Assets,* havebeen applied to the acquisition of TTI, which occurred on January 31,2005.  Accordingly, the tangible andidentifiable intangible assets and liabilities were adjusted to fair valueswith the remainder of the purchase price recorded as goodwill.  Additionally, goodwill and indefinite livedintangibles assets (trade names) are not amortized but are reviewed forimpairment at least annually or more frequently if impairment indicatorsarise.  We estimate that aggregateamortization expense for 2007 will be $5,750 with the following year at $5,300,and the following three years at approximately $4,735 each year.  The summary of goodwill and other intangibleassets is as follows:
| ** **                | ** ** | **Weighted**      | ** ** | **As of June 30, 2007** | ** ** | **As of December 31, 2006** | ** ** |
|---------------------------|------------|-------------------|------------|---------------------------------------------|------------|-------------------------------------------------|------------|
| ** **                | ** ** | **Average**       | ** ** | ** **                                  | ** ** | ** **                                      | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                | ** ** | **Useful  Lives** | ** ** | **Gross Amount**                       | ** ** | **Accumulated  Amortization**                   | ** ** | **Carrying  Amount** | ** ** | **Gross  Amount** | ** ** | **Accumulated  Amortization** | ** ** | **Carrying  Amount** | ** ** |
|                      |       |              |       |                                        |       |                                            |       |   |   |   |   |   |   |   |   |
| Goodwill                  |       | —            |       | $                                           | 386,953    |                                            | —     |   | $ | 386,953 |   | $ | 389,513 |   | — |   | $ | 389,513 |   |
| Other Intangible  Assets: |       |              |       |                                        |       |                                            |       |   |   |   |   |   |   |   |   |
| Non-compete Agreements    |       | 3.0               |       | $                                           | 2,600      |                                            | $          | 1,468 |   | $ | 1,132 |   | $ | 2,600 |   | $ | 999 |   | $ | 1,601 |   |
| Trade Names               |       | —            |       | 38,080                                      |       | —                                          |       | 38,080 |   | 38,080 |   | — |   | 38,080 |   |
| Technology                |       | 14.7              |       | 33,540                                      |       | 5,542                                           |       | 27,998 |   | 33,540 |   | 4,395 |   | 29,145 |   |
| Customer Relationships    |       | 29.6              |       | 71,500                                      |       | 5,903                                           |       | 65,597 |   | 71,500 |   | 4,682 |   | 66,818 |   |
|                      |       |              |       | $                                           | 145,720    |                                            | $          | 12,913 |   | $ | 132,807 |   | $ | 145,720 |   | $ | 10,076 |   | $ | 135,644 |   |

 

Thefollowing presents the changes in the carrying amount of goodwill for the sixmonths ended June 30, 2007:
| ** **                                           | ** ** | **Wheels** | ** ** | **Components** | ** ** | **Other** | ** ** | **Total** | ** ** |
|------------------------------------------------------|------------|------------|------------|----------------|------------|-----------|------------|-----------|------------|
| Balance at  December 31, 2006                   |       | $          | 123,199    |           | $          | 254,219   |       | $         | 12,095     |   | $ | 389,513 |   |
| Increase from  adoption of FIN 48 on January 1, 2007 |       | —     |       | 731            |       | —    |       | 731       |       |
| Decrease from  other tax resolutions                 |       | —     |       | (3,291         | )          | —    |       | (3,291    | )          |
| Balance at June 30,  2007                            |       | $          | 123,199    |           | $          | 251,659   |       | $         | 12,095     |   | $ | 386,953 |   |

 

Goodwillwas reduced by $3,291 in accordance with EITF 93-7, *UncertaintiesRelated to Income Taxes in a Purchase Business Combination*, in thethree months ended March 31, 2007, due to settlements of tax audits andamendments of previously filed returns.

**Note 4 -Property, Plant and Equipment**

During the three and sixmonths ended June 30, 2007, we recorded $1.3 million and $11.1 million,respectively, of additional depreciation of certain assets in our Wheelssegment as a result of a reduction of the useful lives of these assets, asdiscussed in the Form 10-K for the year ended December 31, 2006.

8

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**Note 5 -Comprehensive income**

Comprehensiveincome for the three and six months ended June 30 is summarized as follows:
| ** **                               | ** ** | **For The Three Months  Ended June 30,** | ** ** | **For The Six Months  Ended June 30,** | ** ** |
|------------------------------------------|------------|-------------------------------------------------------------------|------------|-----------------------------------------------------------------|------------|
| ** **                               | ** ** | **2007**                                                          | ** ** | **2006**                                                        | ** ** | **2007** | ** ** | **2006** | ** ** |
| Net income                               |       | $                                                                 | 4,893      |                                                            | $          | 18,343 |   | $ | 3,009 |   | $ | 38,378 |   |
| Other comprehensive  income (net of tax) |       |                                                              |       |                                                            |       |   |   |   |   |
| Unrealized gain (loss) on derivatives    |       | —                                                            |       | —                                                          |       | — |   | (402 | ) |
| Pension liability adjustment             |       | (1,175                                                            | )          | (628                                                            | )          | (1,316 | ) | (628 | ) |
| Total  comprehensive income              |       | $                                                                 | 3,718      |                                                            | $          | 17,715 |   | $ | 1,693 |   | $ | 37,348 |   |

 

Included in accumulatedother comprehensive income during 2006 are unrealized losses on derivativesthat were designated as cash flow hedges in accordance with SFAS No. 133.  Also included in accumulated othercomprehensive income is the impact of pension liability fluctuations in theCanadian dollar to U.S. dollar exchange rate related to our Canadian pensionplans in our Wheels segment.

**Note 6 -Pension and Other Postretirement Benefit Plans**

Componentsof Net Periodic Benefit Cost for the three and six months ended June 30:
| ** **                                       | ** ** | **For The Three Months  Ended June 30,** | ** ** | **For The Six Months  Ended June 30,** | ** ** |
|--------------------------------------------------|------------|-------------------------------------------------------------------|------------|-----------------------------------------------------------------|------------|
| ** **                                       | ** ** | **Pension Benefits**                                         | ** ** | **Other Benefits**                                         | ** ** | **Pension Benefits** | ** ** | **Other Benefits** | ** ** |
| ** **                                       | ** ** | **2007**                                                          | ** ** | **2006**                                                        | ** ** | **2007** | ** ** | **2006** | ** ** | **2007** | ** ** | **2006** | ** ** | **2007** | ** ** | **2006** | ** ** |
| Service  cost-benefits earned during the year    |       | $                                                                 | 916        |                                                            | $          | 1,173 |   | $ | 312 |   | $ | 398 |   | $ | 1,998 |   | $ | 2,291 |   | $ | 643 |   | $ | 786 |   |
| Interest cost on  projected benefit obligation   |       | 2,560                                                             |       | 2,366                                                           |       | 1,179 |   | 1,122 |   | 5,006 |   | 4,644 |   | 2,382 |   | 2,429 |   |
| Expected return  on plan assets                  |       | (3,271                                                            | )          | (3,080                                                          | )          | — |   | — |   | (6,721 | ) | (6,034 | ) | — |   | — |   |
| Prior service  cost and other amortization (net) |       | 558                                                               |       | 777                                                             |       | (120 | ) | (31 | ) | 1,183 |   | 1,495 |   | (224 | ) | (64 | ) |
| Net amount charged to income                     |       | $                                                                 | 763        |                                                            | $          | 1,236 |   | $ | 1,371 |   | $ | 1,489 |   | $ | 1,466 |   | $ | 2,396 |   | $ | 2,801 |   | $ | 3,151 |   |
| Curtailment  charge (gain)                       |       | 4                                                                 |       | —                                                          |       | (1,096 | ) | — |   | 3,187 |   | — |   | (1,379 | ) | — |   |
| Contractual termination  benefits charge         |       | —                                                            |       | —                                                          |       | — |   | — |   | 6,347 |   | — |   | — |   | — |   |
| Total amount charged to  income                  |       | $                                                                 | 767        |                                                            | $          | 1,236 |   | $ | 275 |   | $ | 1,489 |   | $ | 11,000 |   | $ | 2,396 |   | $ | 1,422 |   | $ | 3,151 |   |

 

Duringthe three months ended June 30, 2007, we recorded a pre-tax curtailment gain of$1.1 million related to a reduction-in-force in our London, Ontario, facilityin our Wheels segment.  For the sixmonths ended June 30, 2007, we recorded a pre-tax curtailment and othercontractual termination benefits of $8.2 million. The contractual benefitscharge represents a potential partial pension wind-up, which was determined tobe probable for purposes of recognizing one-time benefits in accordance withSFAS No. 146, *Accounting for CostsAssociated with Exit or Disposal Activities,*and SFAS No. 88,*Employers’ Accounting for Settlements andCurtailments of Defined Benefit Plans and Termination Benefits*. Asof June 30, 2007, $7,981 has been contributed to our sponsored pensionplans.  We presently anticipatecontributing an additional $9,934 to fund our pension plans in 2007 for a totalof $17,915.

Alsoduring six months ended June 30, 2007, we recorded $8.2 million of severancecosts related to the reduction-in-force as a component of cost of goodsold.  Cash paid for severance costs inthe three months ended June 30, 2007, totaled $1.4 million.

**Note 7 –Secondary Offerings**

InMay and June 2007, we completed secondary stock offerings for 8.6 millionshares of common stock on behalf of certain selling shareholders.  The total number of shares of common stockoutstanding did not change as a result of these offerings.  All of the shares in the secondary offeringswere offered by our current shareholders. We did not receive any proceeds from the offerings.  We incurred $0.3 million of operatingexpenses related to the completion of the secondary stock offerings.

9

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**Note 8 –Contingencies**

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

As of June 30, 2007, we had an environmental reserve ofapproximately $2.6 million, related primarily to TTI’s foundry operations.This reserve is based on current cost estimates and does not reduce estimatedexpenditures to net present value, but does take into account the benefit of acontractual indemnity given to us by a prior owner of our wheel-end subsidiary.The failure for the indemnitor to fulfill its obligations could result infuture costs that may be material. Any cash expenditures required by us or oursubsidiaries to comply with applicable environmental laws and/or to pay for anyremediation efforts will not be reduced or otherwise affected by the existenceof the environmental reserve. We currently anticipate spending approximately$0.2 million per year in 2007 through 2010 for monitoring the variousenvironmental sites associated with the environmental reserve, includingattorney and consultant costs for strategic planning and negotiations withregulators and other potentially responsible parties, and payment of remedialinvestigation 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, thediscovery of additional sites, the modification of existing or the promulgationof new laws or regulations, more vigorous enforcement by regulators, theimposition of joint and several liability under CERCLA or analogous state laws,or other unanticipated events could also result in such a material adverseeffect.

The final Iron and Steel Foundry National EmissionStandard for Hazardous Air Pollutants, or NESHAP, was developed pursuant toSection 112(d) of the Clean Air Act and requires all major sources ofhazardous air pollutants to install controls representative of maximumachievable control technology. We are evaluating the applicability of the Ironand Steel Foundry NESHAP to our foundry operations. If applicable, compliancewith the Iron and Steel Foundry NESHAP may result in future significant capitalcosts, which we currently expect to be approximately $6 million in totalduring the period 2007 through 2008.  Wehave incurred no expenditures as of June 30, 2007.

Ouroperations are subject to federal, state, and local environmental laws, rules,and regulations. Pursuant to the Recapitalization of the Company on January 21,1998, we were indemnified by Phelps Dodge Corporation with respect to certainenvironmental liabilities at our Henderson and London facilities, subject tocertain limitations.  At the Erie,Pennsylvania, facility, we have obtained an environmental insurance policy toprovide coverage 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.

Duringthe fourth quarter of 2006, we were able to resolve a commercial dispute withFord Motor Company.  As a result of the resolution, we recognized $10.4million of revenue in 2006, $8.0 million in the three months ended March 31,2007, $2.0 million in the three months ended June 30, 2007, and anticipaterecognizing an additional $0.6 million of revenue in the remainder of 2007. In addition, cash flow increased by $10.0 million in 2006 and $11.0 million inthe three months ended June 30, 2007. We anticipate that Ford will re-sourceits Accuride business to another supplier during 2007.  In 2006, sales to Ford represented less than6% of consolidated revenues.

As of June 30, 2007, wehad 3,874 employees, of which 968 were salaried employees with the remainderpaid hourly. Unions represented approximately 1,995 employees, or 51% of thetotal. Union contracts expiring in the second half of 2007 representapproximately 293 employees, or 14% of our total unionized workforce.  We do not anticipate that the outcome of theremaining negotiations will have a material adverse effect on our operatingperformance or costs.

On January 19, 2007, the PublicWorks Superintendent of the City of Portland, Tennessee issued a cease anddesist order to the Company’s Imperial Group, alleging Imperial Group’sPortland, Tennessee facility was discharging wastewater into the City ofPortland’s wastewater treatment system that contained nickel in excess ofpermit limits.  Imperial Group has fullycooperated with the City of Portland to address the alleged wastewaterdischarge issue.  On May 1, 2007,Imperial Group received a written demand from the City of Portland for damagesand penalties totaling approximately $0.8 million.  Imperial Group is vigorously contesting theCity’s demand while engaging in settlement discussions related thereto.Management does not believe that the outcome will have a material adverseeffect on our operating performance or costs.

**Note 9** –**Segment Reporting**

During the three monthsended June 30, 2007, as a part of our continual monitoring of the long-termeconomic characteristics, products and production processes, class of customer,and distribution methods of our operating segments, we determined our sevenoperating segments aggregate into three reportable segments:  Wheels, Components, and Other.  Accordingly, we have revised the prior periodinformation to conform to the current period segment presentation. All of oursegments design, manufacture and market products to the commercial vehicleindustry.  

10

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The Wheels segment’sproducts consist of wheels for heavy- and medium-duty trucks and commercialtrailers.  The Components segment’sproducts consist of truck body and chassis parts, wheel-end components andassemblies, and seats.  The Other segment’sproducts primarily consist of other commercial vehicle components, includingsteerable drive axles and gearboxes.

The accounting policiesof the reportable segments are the same as described in Note 1, SignificantAccounting Policies.
| ** **                     | ** **   | **Three Months Ended  June 30,** | ** **   | **Six Months Ended  June 30,** | ** **   |
|--------------------------------|--------------|-------------------------------------------------|--------------|-----------------------------------------------|--------------|
| ** **                     | ** **   | **2007**                                        | ** **   | **2006**                                      | ** **   | **2007** | ** ** | **2006** | ** ** |
| ***Net  Sales***               | *** *** | *** ***                                    | *** *** | *** ***                                  | *** *** | *** *** | *** *** | *** *** | *** *** |
| Wheels                         |         | $                                               | 113,357      |                                          | $            | 173,086 |   | $ | 272,686 |   | $ | 346,194 |   |
| Components                     |         | 120,666                                         |         | 177,296                                       |         | 273,415 |   | 349,595 |   |
| Other                          |         | 11,110                                          |         | 11,351                                        |         | 24,462 |   | 25,869 |   |
| Consolidated  Total            |         | $                                               | 245,133      |                                          | $            | 361,733 |   | $ | 570,563 |   | $ | 721,658 |   |
|                           |         |                                            |         |                                          |         |   |   |   |   |
| ***Operating  Income (Loss)*** | *** *** | *** ***                                    | *** *** | *** ***                                  | *** *** | *** *** | *** *** | *** *** | *** *** |
| Wheels                         |         | $                                               | 13,834       |                                          | $            | 22,051 |   | $ | 16,131 |   | $ | 45,470 |   |
| Components                     |         | (801                                            | )            | 16,615                                        |         | 4,521 |   | 32,627 |   |
| Other                          |         | 1,198                                           |         | 1,367                                         |         | 2,644 |   | 4,261 |   |
| Consolidated Total             |         | $                                               | 14,231       |                                          | $            | 40,033 |   | $ | 23,296 |   | $ | 82,358 |   |

 
| ** **          | ** **   | **As of June 30,** | ** **   |
|---------------------|--------------|-----------------------------------|--------------|
| ** **          | ** **   | **2007**                          | ** **   | **2006** | ** ** |
| ***Total  Assets*** | *** *** | *** ***                      | *** *** | *** *** | *** *** |
| Wheels              |         | $                                 | 476,170      |   | $ | 528,907 |   |
| Components          |         | 637,243                           |         | 673,018 |   |
| Other               |         | 48,655                            |         | 50,899 |   |
| Consolidated Total  |         | $                                 | 1,162,068    |   | $ | 1,252,824 |   |

 

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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**
| ** **                                     | ** ** | **June 30, 2007** | ** ** |
|------------------------------------------------|------------|-----------------------------|------------|
| ** **                                     | ** ** | **Parent**                  | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| **ASSETS**                                     | ** ** | ** **                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Cash and cash  equivalents                     |       | $                           | 33,443     |   | $ | (4,388 | ) | $ | 23,667 |   | — |   | $ | 52,722 |   |
| Accounts receivable,  net                      |       | 277,619                     |       | 203,096 |   | 17,349 |   | $ | (379,099 | ) | 118,965 |   |
| Inventories and  supplies                      |       | 20,478                      |       | 107,354 |   | 26,230 |   | (1,258 | ) | 152,804 |   |
| Other current  assets                          |       | 19,719                      |       | 10,069 |   | 1,440 |   | — |   | 31,228 |   |
| Total current  assets                          |       | 351,259                     |       | 316,131 |   | 68,686 |   | (380,357 | ) | 355,719 |   |
| Property, plant,  and equipment, net           |       | 29,407                      |       | 180,045 |   | 68,885 |   | — |   | 278,337 |   |
| Goodwill                                       |       | 66,973                      |       | 311,939 |   | 8,041 |   | — |   | 386,953 |   |
| Intangible  assets, net                        |       | 983                         |       | 131,824 |   | — |   | — |   | 132,807 |   |
| Investment in  subsidiaries and affiliates     |       | 557,825                     |       | — |   | — |   | (557,225 | ) | 600 |   |
| Deferred tax  assets                           |       | 18,365                      |       | 19,710 |   | 17,955 |   | (56,030 | ) | — |   |
| Other  non-current assets                      |       | 7,471                       |       | 110 |   | 71 |   | — |   | 7,652 |   |
| TOTAL                                          |       | $                           | 1,032,283  |   | $ | 959,759 |   | $ | 163,638 |   | $ | (993,612 | ) | $ | 1,162,068 |   |
| **LIABILITIES  AND STOCKHOLDERS’ EQUITY** | ** ** | ** **                  | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Accounts payable                               |       | $                           | 8,765      |   | $ | 62,000 |   | $ | 18,484 |   | — |   | 89,249 |   |
| Accrued payroll  and compensation              |       | 5,781                       |       | 13,339 |   | 12,398 |   | — |   | 31,518 |   |
| Accrued interest  payable                      |       | 11,112                      |       | 10 |   | 19 |   | — |   | 11,141 |   |
| Accrued and  other liabilities                 |       | 142,133                     |       | 266,861 |   | 676 |   | (379,099 | ) | 30,571 |   |
| Total current  liabilities                     |       | 167,791                     |       | 342,210 |   | 31,577 |   | (379,099 | ) | 162,479 |   |
| Long term debt                                 |       | 579,625                     |       | 3,100 |   | — |   | — |   | 582,725 |   |
| Deferred and  non-current income taxes         |       | 1,607                       |       | 76,831 |   | 22,811 |   | (56,030 | ) | 45,219 |   |
| Other  non-current liabilities                 |       | 15,332                      |       | 71,438 |   | 16,947 |   | — |   | 103,717 |   |
| Stockholders’ equity                      |       | 267,928                     |       | 466,180 |   | 92,303 |   | (558,483 | ) | 267,928 |   |
| TOTAL                                          |       | $                           | 1,032,283  |   | $ | 959,759 |   | $ | 163,638 |   | $ | (993,612 | ) | $ | 1,162,068 |   |

 
| ** **                                     | ** ** | **December 31, 2006** | ** ** |
|------------------------------------------------|------------|---------------------------------|------------|
| ** **                                     | ** ** | **Parent**                      | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| **ASSETS**                                     | ** ** | ** **                      | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Cash and cash  equivalents                     |       | $                               | 84,855     |   | $ | (4,502 | ) | $ | 29,851 |   | — |   | $ | 110,204 |   |
| Accounts  receivable, net                      |       | 316,159                         |       | 212,591 |   | 13,861 |   | $ | (399,946 | ) | 142,665 |   |
| Inventories and  supplies                      |       | 15,961                          |       | 81,935 |   | 28,932 |   | (1,051 | ) | 125,777 |   |
| Other current  assets                          |       | 8,161                           |       | 10,249 |   | 1,184 |   | — |   | 19,594 |   |
| Total current  assets                          |       | 425,136                         |       | 300,273 |   | 73,828 |   | (400,997 | ) | 398,240 |   |
| Property, plant,  and equipment, net           |       | 30,725                          |       | 186,136 |   | 83,945 |   | — |   | 300,806 |   |
| Goodwill                                       |       | 66,973                          |       | 314,499 |   | 8,041 |   | — |   | 389,513 |   |
| Intangible  assets, net                        |       | 1,379                           |       | 134,265 |   | — |   | — |   | 135,644 |   |
| Investment in  subsidiaries and affiliates     |       | 528,839                         |       | — |   | — |   | (528,489 | ) | 350 |   |
| Deferred tax  assets                           |       | 20,804                          |       | 19,710 |   | 17,278 |   | (57,792 | ) | — |   |
| Other  non-current assets                      |       | 8,066                           |       | 112 |   | 456 |   | — |   | 8,634 |   |
| TOTAL                                          |       | $                               | 1,081,922  |   | $ | 954,995 |   | $ | 183,548 |   | $ | (987,278 | ) | $ | 1,233,187 |   |
| **LIABILITIES  AND STOCKHOLDERS’ EQUITY** | ** ** | ** **                      | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Accounts payable                               |       | $                               | 9,552      |   | $ | 81,469 |   | $ | 16,196 |   | — |   | 107,217 |   |
| Accrued payroll  and compensation              |       | 8,852                           |       | 15,120 |   | 4,458 |   | — |   | 28,430 |   |
| Accrued interest  payable                      |       | 4,706                           |       | 22 |   | 6,678 |   | — |   | 11,406 |   |
| Accrued and  other liabilities                 |       | 139,562                         |       | 264,455 |   | 35,775 |   | (399,946 | ) | 39,846 |   |
| Total current  liabilities                     |       | 162,672                         |       | 361,066 |   | 63,107 |   | (399,946 | ) | 186,899 |   |
| Long term debt                                 |       | 639,625                         |       | 3,100 |   | — |   | — |   | 642,725 |   |
| Deferred income  taxes                         |       | 290                             |       | 76,342 |   | 21,105 |   | (57,792 | ) | 39,945 |   |
| Other non-current  liabilities                 |       | 15,753                          |       | 71,552 |   | 12,731 |   | — |   | 100,036 |   |
| Stockholders’  equity                     |       | 263,582                         |       | 442,935 |   | 86,605 |   | (529,540 | ) | 263,582 |   |
| TOTAL                                          |       | $                               | 1,081,922  |   | $ | 954,995 |   | $ | 183,548 |   | $ | (987,278 | ) | $ | 1,233,187 |   |

 

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**CONDENSED CONSOLIDATED STATEMENTS OFOPERATIONS**
| ** **                         | ** ** | **Three Months Ended June 30, 2007** | ** ** |
|------------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                         | ** ** | **Parent**                                                    | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| Net sales                          |       | $                                                             | 74,241     |   | $ | 158,652 |   | 58,026 |   | $ | (45,786 | ) | $ | 245,133 |   |
| Cost of goods  sold                |       | 56,884                                                        |       | 149,572 |   | 56,009 |   | (45,786 | ) | 216,679 |   |
| Gross profit                       |       | 17,357                                                        |       | 9,080 |   | 2,017 |   | — |   | 28,454 |   |
| Operating  expenses                |       | 11,403                                                        |       | 2,956 |   | (136 | ) | — |   | 14,223 |   |
| Income from  operations            |       | 5,954                                                         |       | 6,124 |   | 2,153 |   | — |   | 14,231 |   |
| Other income  (expense):           |       |                                                          |       |   |   |   |   |   |   |   |   |
| Interest expense, net              |       | (10,208                                                       | )          | (35 | ) | (1,029 | ) | — |   | (11,272 | ) |
| Equity in earnings of subsidiaries |       | 7,527                                                         |       | — |   | — |   | (7,527 | ) | — |   |
| Other income, net                  |       | 2,683                                                         |       | 119 |   | 420 |   | — |   | 3,222 |   |
| Income before  income taxes        |       | 5,956                                                         |       | 6,208 |   | 1,544 |   | (7,527 | ) | 6,181 |   |
| Income tax  provision              |       | 1,063                                                         |       | — |   | 225 |   | — |   | 1,288 |   |
| Net income                         |       | $                                                             | 4,893      |   | $ | 6,208 |   | $ | 1,319 |   | $ | (7,527 | ) | $ | 4,893 |   |
|                                    |            |                                                               |            |  |  |  |  |  |  |  |  |  |  |  |  |  |

 
| ** **                         | ** ** | **Three Months Ended June 30, 2006** | ** ** |
|------------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                         | ** ** | **Parent**                                                    | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| Net sales                          |       | $                                                             | 120,939    |   | $ | 231,118 |   | $ | 93,267 |   | $ | (83,591 | ) | $ | 361,733 |   |
| Cost of goods  sold                |       | 103,035                                                       |       | 205,443 |   | 83,726 |   | (83,591 | ) | 308,613 |   |
| Gross profit                       |       | 17,904                                                        |       | 25,675 |   | 9,541 |   | — |   | 53,120 |   |
| Operating  expenses                |       | 10,372                                                        |       | 2,525 |   | 190 |   | — |   | 13,087 |   |
| Income from  operations            |       | 7,532                                                         |       | 23,150 |   | 9,351 |   | — |   | 40,033 |   |
| Other income  (expense):           |       |                                                          |       |   |   |   |   |   |   |   |   |
| Interest expense, net              |       | (10,655                                                       | )          | (24 | ) | (1,600 | ) | — |   | (12,279 | ) |
| Equity in earnings of subsidiaries |       | 27,954                                                        |       | — |   | — |   | (27,778 | ) | 176 |   |
| Other income, net                  |       | 1,824                                                         |       | 122 |   | (1,552 | ) | — |   | 394 |   |
| Income before  income taxes        |       | 26,655                                                        |       | 23,248 |   | 6,199 |   | (27,778 | ) | 28,324 |   |
| Income tax  provision              |       | 8,312                                                         |       | — |   | 1,669 |   | — |   | 9,981 |   |
| Net income                         |       | $                                                             | 18,343     |   | $ | 23,248 |   | $ | 4,530 |   | $ | (27,778 | ) | $ | 18,343 |   |

 

13

----

 
| ** **                         | ** ** | **Six Months Ended June 30, 2007** | ** ** |
|------------------------------------|------------|-------------------------------------------------------------|------------|
| ** **                         | ** ** | **Parent**                                                  | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| Net sales                          |       | $                                                           | 175,709    |   | $ | 374,502 |   | $ | 155,431 |   | $ | (135,079 | ) | $ | 570,563 |   |
| Cost of goods sold                 |       | 162,891                                                     |       | 345,545 |   | 144,636 |   | (135,079 | ) | 517,993 |   |
| Gross profit                       |       | 12,818                                                      |       | 28,957 |   | 10,795 |   | — |   | 52,570 |   |
| Operating  expenses                |       | 23,017                                                      |       | 5,874 |   | 383 |   | — |   | 29,274 |   |
| Income from  operations            |       | (10,199                                                     | )          | 23,083 |   | 10,412 |   | — |   | 23,296 |   |
| Other income  (expense):           |       |                                                        |       |   |   |   |   |   |   |   |   |
| Interest expense, net              |       | (21,066                                                     | )          | (70 | ) | (2,155 | ) | — |   | (23,291 | ) |
| Equity in earnings of subsidiaries |       | 29,350                                                      |       | — |   | — |   | (29,350 | ) | — |   |
| Other income, net                  |       | 3,197                                                       |       | 234 |   | (135 | ) | — |   | 3,296 |   |
| Income before  income taxes        |       | 1,282                                                       |       | 23,247 |   | 8,122 |   | (29,350 | ) | 3,301 |   |
| Income tax provision               |       | (1,727                                                      | )          | — |   | 2,019 |   | — |   | 292 |   |
| Net income                         |       | $                                                           | 3,009      |   | $ | 23,247 |   | $ | 6,103 |   | $ | (29,350 | ) | $ | 3,009 |   |

 
| ** **                         | ** ** | **Six Months Ended June 30, 2006** | ** ** |
|------------------------------------|------------|-------------------------------------------------------------|------------|
| ** **                         | ** ** | **Parent**                                                  | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| Net sales                          |       | $                                                           | 233,099    |   | $ | 461,740 |   | $ | 185,986 |   | $ | (159,167 | ) | $ | 721,658 |   |
| Cost of goods  sold                |       | 198,147                                                     |       | 406,956 |   | 166,588 |   | (159,167 | ) | 612,524 |   |
| Gross profit                       |       | 34,952                                                      |       | 54,784 |   | 19,398 |   | — |   | 109,134 |   |
| Operating  expenses                |       | 20,601                                                      |       | 5,797 |   | 378 |   | — |   | 26,776 |   |
| Income from  operations            |       | 14,351                                                      |       | 48,987 |   | 19,020 |   | — |   | 82,358 |   |
| Other income  (expense):           |       |                                                        |       |   |   |   |   |   |   |   |   |
| Interest expense, net              |       | (21,415                                                     | )          | (54 | ) | (2,440 | ) | — |   | (23,909 | ) |
| Equity in earnings of subsidiaries |       | 60,718                                                      |       | — |   | — |   | (60,327 | ) | 391 |   |
| Other income, net                  |       | 1,418                                                       |       | 299 |   | (721 | ) | — |   | 996 |   |
| Income before  income taxes        |       | 55,072                                                      |       | 49,232 |   | 15,859 |   | (60,327 | ) | 59,836 |   |
| Income tax  provision              |       | 16,694                                                      |       | — |   | 4,764 |   | — |   | 21,458 |   |
| Net income                         |       | $                                                           | 38,378     |   | $ | 49,232 |   | $ | 11,095 |   | $ | (60,327 | ) | $ | 38,378 |   |

 

14

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**CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS**
| ** **                                                                                   | ** ** | **Six Months Ended June 30, 2007** | ** ** |
|----------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------|------------|
| ** **                                                                                   | ** ** | **Parent  Company**                                         | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| CASH FLOWS FROM  OPERATING ACTIVITIES:                                                       |       |                                                        |       |   |   |   |   |   |   |   |   |
| Net income                                                                                   |       | $                                                           | 3,009      |   | $ | 23,247 |   | $ | 6,103 |   | $ | (29,350 | ) | $ | 3,009 |   |
| Adjustments to reconcile net income to net cash  provided by (used in) operating activities: |       |                                                        |       |   |   |   |   |   |   |   |   |
| Depreciation                                                                                 |       | 2,858                                                       |       | 14,304 |   | 15,748 |   | — |   | 32,910 |   |
| Amortization – deferred financing costs                                                 |       | 605                                                         |       | — |   | 12 |   | — |   | 617 |   |
| Amortization – other intangible assets                                                  |       | 395                                                         |       | 2,442 |   | — |   | — |   | 2,837 |   |
| Loss on disposal of assets                                                                   |       | 2                                                           |       | 5 |   | 22 |   | — |   | 29 |   |
| Deferred income taxes                                                                        |       | (2,198                                                      | )          | — |   | 2,402 |   | — |   | 204 |   |
| Equity in earnings of subsidiaries and affiliates                                            |       | (29,350                                                     | )          | — |   | — |   | 29,350 |   | — |   |
| Non-cash stock-based compensation                                                            |       | 1,280                                                       |       | — |   | — |   | — |   | 1,280 |   |
| Change in other operating items                                                              |       | 35,816                                                      |       | (31,886 | ) | (29,761 | ) | — |   | (25,831 | ) |
| Net cash  provided by (used in) operating activities                                         |       | 12,417                                                      |       | 8,112 |   | (5,474 | ) | — |   | 15,055 |   |
|                                                                                         |       |                                                        |       |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM  INVESTING ACTIVITIES:                                                       |       |                                                        |       |   |   |   |   |   |   |   |   |
| Purchases of property, plant, and equipment                                                  |       | (6,991                                                      | )          | (8,218 | ) | (710 | ) | — |   | (15,919 | ) |
| Other                                                                                        |       | (250                                                        | )          | 220 |   | — |   | — |   | (30 | ) |
| Net cash used by  investing activities                                                       |       | (7,241                                                      | )          | (7,998 | ) | (710 | ) | — |   | (15,949 | ) |
|                                                                                         |       |                                                        |       |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM  FINANCING ACTIVITIES:                                                       |       |                                                        |       |   |   |   |   |   |   |   |   |
| Net payments on long-term and revolving debt                                                 |       | (60,000                                                     | )          | — |   | — |   | — |   | (60,000 | ) |
| Other                                                                                        |       | 3,412                                                       |       | — |   | — |   | — |   | 3,412 |   |
| Net cash used by  financing activities                                                       |       | (56,588                                                     | )          | — |   | — |   | — |   | (56,588 | ) |
|                                                                                         |       |                                                        |       |   |   |   |   |   |   |   |   |
| Increase  (decrease) in cash and cash equivalents                                            |       | (51,412                                                     | )          | 114 |   | (6,184 | ) | — |   | (57,482 | ) |
| Cash and cash  equivalents, beginning of year                                                |       | 84,855                                                      |       | (4,502 | ) | 29,851 |   | — |   | 110,204 |   |
| Cash and cash  equivalents, end of year                                                      |       | $                                                           | 33,443     |   | $ | (4,388 | ) | $ | 23,667 |   | $ | — |   | $ | 52,722 |   |

 
| ** **                                                                                   | ** ** | **Six Months Ended June 30, 2006** | ** ** |
|----------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------|------------|
| ** **                                                                                   | ** ** | **Parent  Company**                                         | ** ** | **Guarantor  Subsidiaries** | ** ** | **Non-guarantor  Subsidiaries** | ** ** | **Eliminations** | ** ** | **Total** | ** ** |
| CASH FLOWS FROM  OPERATING ACTIVITIES:                                                       |       |                                                        |       |   |   |   |   |   |   |   |   |
| Net income                                                                                   |       | $                                                           | 38,378     |   | $ | 49,232 |   | $ | 11,095 |   | $ | (60,327 | ) | $ | 38,378 |   |
| Adjustments to reconcile net income to net cash  provided by (used in) operating activities: |       |                                                        |       |   |   |   |   |   |   |   |   |
| Depreciation and impairment                                                                  |       | 2,805                                                       |       | 14,468 |   | 6,263 |   | — |   | 23,536 |   |
| Amortization – deferred financing costs                                                 |       | 603                                                         |       | — |   | 154 |   | — |   | 757 |   |
| Amortization – other intangible assets                                                  |       | 396                                                         |       | 2,370 |   | — |   | — |   | 2,766 |   |
| Loss (gain) on disposal of assets                                                            |       | 1,458                                                       |       | (13 | ) | 12 |   | — |   | 1,457 |   |
| Deferred income taxes                                                                        |       | 6,109                                                       |       | — |   | 223 |   | — |   | 6,332 |   |
| Equity in earnings of subsidiaries and affiliates                                            |       | (60,718                                                     | )          | — |   | — |   | 60,327 |   | (391 | ) |
| Non-cash stock-based compensation                                                            |       | 700                                                         |       | — |   | — |   | — |   | 700 |   |
| Change in other operating items                                                              |       | 53,875                                                      |       | (59,174 | ) | (21,436 | ) | — |   | (26,736 | ) |
| Net cash  provided by (used in) operating activities                                         |       | 43,606                                                      |       | 6,883 |   | (3,689 | ) | — |   | 46,799 |   |
|                                                                                         |       |                                                        |       |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM  INVESTING ACTIVITIES:                                                       |       |                                                        |       |   |   |   |   |   |   |   |   |
| Purchases of property, plant, and equipment                                                  |       | (1,837                                                      | )          | (10,867 | ) | (2,544 | ) | — |   | (15,248 | ) |
| Other                                                                                        |       | 1,888                                                       |       | 299 |   | — |   | — |   | 2,187 |   |
| Net cash  provided by (used in) investing activities                                         |       | 51                                                          |       | (10,568 | ) | (2,544 | ) | — |   | (13,061 | ) |
|                                                                                         |       |                                                        |       |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM  FINANCING ACTIVITIES:                                                       |       |                                                        |       |   |   |   |   |   |   |   |   |
| Net payments on long-term and revolving debt                                                 |       | (30,000                                                     | )          | — |   | — |   | — |   | (30,000 | ) |
| Other                                                                                        |       | 1,475                                                       |       | — |   | — |   | — |   | 1,475 |   |
| Net cash used by  financing activities                                                       |       | (28,525                                                     | )          | — |   | — |   | — |   | (28,525 | ) |
|                                                                                         |       |                                                        |       |   |   |   |   |   |   |   |   |
| Increase  (decrease) in cash and cash equivalents                                            |       | 15,132                                                      |       | (3,685 | ) | (6,233 | ) | — |   | 5,213 |   |
| Cash and cash  equivalents, beginning of year                                                |       | 11,195                                                      |       | 1,241 |   | 35,979 |   | — |   | 48,415 |   |
| Cash and cash  equivalents, end of year                                                      |       | $                                                           | 26,327     |   | $ | (2,444 | ) | $ | 29,746 |   | $ | — |   | $ | 53,628 |   |

 

15

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

The following discussionshould be read in conjunction with the consolidated financial statements andnotes included in Item 1 of Part I of this report on Form 10-Q and our reporton Form 10-K for the year ended December 31, 2006.  Except for the historical informationcontained herein, this report on Form 10-Q contains forward-looking statementsthat involve risks and uncertainties. Our actual results may differ materially from those indicated by suchforward-looking statements.

Overview

The commercial vehiclemarket continued to decline in the three months ended June 30, 2007, aspredicted.  Current industry forecasts byanalysts, including America’s Commercial Transportation (“ACT”) Publications,predict that the North American commercial vehicle industry will declinesignificantly in 2007 due to a change in emissions standards that becameeffective in 2007.  Consistent with ACT’sprediction, we experienced reduced demand from the commercial vehicle industryin the first six months of 2007 compared to the first six months of 2006.  Net sales for the six months ended June 30,2007, were $570.6 million compared to net sales of $721.7 million for the sixmonths ended June 30, 2006.  Weanticipate that this variance compared to 2006 will increase more significantlyduring the remainder of 2007.

Our operating challengesare to meet varying levels of production while improving our internalproductivity and mitigating the margin pressure from rising material costs.

For the six months endedJune 30, 2007, we reduced our senior debt by $60.0 million from existing cashreserves.

During the fourth quarterof 2006, we were able to resolve a commercial dispute with Ford Motor Company. As a result of the resolution, we recognized $10.4 million of revenue in2006, $8.0 million in the three months ended March 31, 2007, and $2.0 millionin the three months ended June 30, 2007.  In addition, cash flow increasedby $10.0 million in 2006 and $11.0 million in the three months ended June 30,2007. We anticipate that Ford will re-source its Accuride business to anothersupplier during 2007.  In 2006, sales toFord represented less than 6% of consolidated revenues.

TheCompany consists of seven operating segments that design, manufacture anddistribute components for trucks, trailers, and other vehicles. These operatingsegments are aggregated into three reportable segments based on long-termeconomic characteristics, products and production processes, class of customer,and distribution methods. We believe this segmentation is appropriate basedupon management’s operating decisions and performance assessment.

16

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**Results of Operations**

***ThreeMonths Ended June 30, 2007 Compared to the Three Months Ended June 30, 2006***

The following table setsforth certain income statement information of Accuride for the three monthsended June 30, 2007 and June 30, 2006:
| **(Amounts in thousands, except per share data)** | ** ** | **June 30, 2007** | ** ** | **June 30, 2006** | ** ** |
|---------------------------------------------------------------------------------|------------|-----------------------------|------------|-----------------------------|------------|
|                                                                            |       |                        |       |                        |       |   |   |   |   |
| Net sales:                                                                      |       |                        |       |                        |       |   |   |   |   |
| Wheels                                                                          |       | $                           | 113,357    |                        | 46.2       | % | $ | 173,086 |   | 47.8 | % |
| Components                                                                      |       | 120,666                     |       | 49.2                        | %          | 177,296 |   | 49.0 | % |
| Other                                                                           |       | 11,110                      |       | 4.6                         | %          | 11,351 |   | 3.2 | % |
| Total net sales                                                                 |       | $                           | 245,133    |                        | 100.0      | % | $ | 361,733 |   | 100.0 | % |
| Gross profit                                                                    |       | 28,454                      |       | 11.6                        | %          | 53,120 |   | 14.7 | % |
| Operating expenses                                                              |       | 14,223                      |       | 5.8                         | %          | 13,087 |   | 3.6 | % |
| Income from  operations                                                         |       | 14,231                      |       | 5.8                         | %          | 40,033 |   | 11.1 | % |
| Interest  expense, net                                                          |       | (11,272                     | )          | (4.6                        | %)         | (12,279 | ) | (3.4 | %) |
| Equity in  earnings of affiliate                                                |       | —                      |       | —                      |       | 176 |   | 0.1 | % |
| Other income,  net                                                              |       | 3,222                       |       | 1.3                         | %          | 394 |   | 0.1 | % |
| Net income                                                                      |       | $                           | 4,893      |                        | 2.0        | % | $ | 18,343 |   | 5.1 | % |
| **Other  Data:**                                                                | ** ** | ** **                  | ** ** | ** **                  | ** ** | ** ** | ** ** | ** ** | ** ** |
| Weighted average  common shares outstanding—basic                          |       | 35,127                      |       |                        |       | 34,146 |   |   |   |
| Basic income per  share                                                         |       | $                           | 0.14       |                        |       |   | $ | 0.54 |   |   |   |
| Weighted average  common shares outstanding—diluted                        |       | 35,408                      |       |                        |       | 34,564 |   |   |   |
| Diluted income per  share                                                       |       | $                           | 0.14       |                        |       |   | $ | 0.53 |   |   |   |

 

**Net Sales.** Net sales for the three months ended June 30,2007 were $245.1 million, which was a decrease of 32.2%, compared to net salesof $361.7 million for the three months ended June 30, 2006.  The decrease in net sales, which was realizedat both of our larger segments, was primarily a result of the reduced demand asa result of emission standards that became effective in 2007.  We anticipate that this variance compared to2006 will increase more significantly during the remainder of 2007. Alsoincluded in the current quarter’s results in our Wheels segment was theincrease in revenue of $2.0 million resulting from a resolution of a commercialdispute with a customer.

**Gross Profit. **Due to the reduced sales demand, gross profitdecreased $24.6 million to $28.5 million for the three months ended June 30,2007 from $53.1 million for the three months ended June 30, 2006. As expectedwith the change in sales demand, gross profit as a percent of sales droppedfrom 14.7% to 11.6%, which was driven by our fixed and variable cost structure.Gross profit as a percent of sales on the $116.6 million lower sales was20.7%. Gross profit in our Component’s segment of $3.1 million in thethree months ended June 30, 2007, compared to $19.6 million in thethree months ended June 30, 2006, was impacted by reduced sales demand of$56.6 million and approximately $8.0 million of unfavorableeconomics.

**Operating Expenses.** Operating expenses increased $1.1 million to $14.2 million for the threemonths ended June 30, 2007 from $13.1 million for the three months ended June30, 2006.  This was primarily due to yearover year increases in non-cash share-based compensation expense of $0.6million and other fees of $0.3 million related to the secondary stock offeringsby selling shareholders in the three months ended June 30, 2007.

**Interest Expense, net. **Net interest expensedecreased $1.0 million to $11.3 million for the three months ended June 30,2007 from $12.3 million for the three months ended June 30, 2006.  The decrease is attributable to a decrease ininterest expense related to reduced debt, partially offset by $0.1 million ofunrealized losses from our interest rate swap agreements in the current periodcompared to $0.9 million of unrealized gains in the prior year’s results.  Debt as of June 30, 2007, was $582.7 millioncompared to debt of $667.7 million as of June 30, 2006.

**Other Income, net. **Gains****related tocurrency, specifically the Canadian dollar, resulted in a $3.2 million gain inthe three months ended June 30, 2007.  TheCanadian dollar to U.S. dollar exchange rate moved from $0.866 on March 31,2007 to $0.939 on June 30, 2007, an increase of 8.4%.

**Net Income. **We had net income of $4.9 million for the three months ended June 30, 2007 compared to net incomeof $18.3 million for the three months ended June 30, 2006.  This was primarily a result of the lowergross profit due to the reduction in sales demand.

17

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***SixMonths Ended June 30, 2007 Compared to the Six Months Ended June 30, 2006***

The following table setsforth certain income statement information of Accuride for the six months endedJune 30, 2007 and June 30, 2006:
| **(Amounts in thousands, except per share data)** | ** ** | **June 30, 2007** | ** ** | **June 30, 2006** | ** ** |
|---------------------------------------------------------------------------------|------------|-----------------------------|------------|-----------------------------|------------|
|                                                                            |       |                        |       |                        |       |   |   |   |   |
| Net sales:                                                                      |       |                        |       |                        |       |   |   |   |   |
| Wheels                                                                          |       | $                           | 272,686    |                        | 47.8       | % | $ | 346,194 |   | 48.0 | % |
| Components                                                                      |       | 273,415                     |       | 47.9                        | %          | 349,595 |   | 48.4 | % |
| Other                                                                           |       | 24,462                      |       | 4.3                         | %          | 25,869 |   | 3.6 | % |
| Total net sales                                                                 |       | $                           | 570,563    |                        | 100.0      | % | $ | 721,658 |   | 100.0 | % |
| Gross profit                                                                    |       | 52,570                      |       | 9.2                         | %          | 109,134 |   | 15.1 | % |
| Operating expenses                                                              |       | 29,274                      |       | 5.1                         | %          | 26,776 |   | 3.7 | % |
| Income from  operations                                                         |       | 23,296                      |       | 4.1                         | %          | 82,358 |   | 11.4 | % |
| Interest  expense, net                                                          |       | (23,291                     | )          | (4.1                        | %)         | (23,909 | ) | (3.3 | %) |
| Equity in  earnings of affiliate                                                |       | —                      |       | —                      |       | 391 |   | 0.1 | % |
| Other income,  net                                                              |       | 3,296                       |       | 0.6                         | %          | 996 |   | 0.1 | % |
| Net income                                                                      |       | $                           | 3,009      |                        | 0.5        | % | $ | 38,378 |   | 5.3 | % |
| **Other  Data:**                                                                |       |                        |       |                        |       |   |   |   |   |
| Weighted average  common shares outstanding—basic                          |       | 35,011                      |       |                        |       | 34,064 |   |   |   |
| Basic income per  share                                                         |       | $                           | 0.09       |                        |       |   | $ | 1.13 |   |   |   |
| Weighted average  common shares outstanding—diluted                        |       | 35,151                      |       |                        |       | 34,524 |   |   |   |
| Diluted income per  share                                                       |       | $                           | 0.09       |                        |       |   | $ | 1.11 |   |   |   |

 

**Net Sales.** Net sales for the six months ended June 30,2007 were $570.6 million, which was a decrease of 20.9%, compared to net salesof $721.7 million for the six months ended June 30, 2006.  The decrease in net sales, which was realizedat both of our larger segments, was primarily a result of the reduced demand asa result of emission standards that became effective in 2007, partially offsetby $10.0 million of revenue resulting from a resolution of a commercial disputewith a customer in our Wheels segment. The reduced demand from the commercial vehicle industry in the first sixmonths of 2007 was milder than anticipated, and we anticipate the revenuevariances compared to prior years will be significantly greater for theremainder of 2007.

**Gross Profit. **Gross profit decreased $56.5 million to $52.6 millionfor the six months ended June 30, 2007 from $109.1 million for the six monthsended June 30, 2006.  Included in thecurrent year’s results was additional depreciation expense in our wheelsbusiness of $11.3 million and severance expense and other benefit charges of$17.5 million related to a reduction-in-force in our London, Ontario, facilityof our Wheels segment.

**Operating Expenses.** Operating expenses increased $2.5 million to $29.3 million for the sixmonths ended June 30, 2007 from $26.8 million for the six months ended June 30,2006.  This was primarily due to yearover year increases in non-cash share-based compensation expense of $1.2million and audit and other consulting fees of $1.6 million, which includes$0.3 million related to the secondary stock offerings by selling shareholdersin the current year.

**Interest Expense, net. **Net interest expensedecreased $0.6 million to $23.3 million for the six months ended June 30, 2007from $23.9 million for the six months ended June 30, 2006.  The reduction of expense is attributable to adecrease in interest expense related to reduced debt, partially offset by $0.8million of unrealized losses from our interest rate swap agreements in thecurrent year compared to $2.2 million of unrealized gains in the prior year’sresults.  Debt as of June 30, 2007, was$582.7 million compared to debt of $667.7 million as of June 30, 2006.

**Net Income. **We had net income of$3.0 million for the six monthsended June 30, 2007 compared to net income of $38.4 million for the six monthsended June 30, 2006.  This was primarilya result of the lower gross profit due to the reduction in sales demand and theadditional depreciation, severance and other benefit charges.

18

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***Changes in Financial Condition*******

At June 30, 2007, we hadtotal assets of $1,162.1 million, as compared to $1,233.2 million at December31, 2006.  The $71.1 million, or 5.8%,decrease in total assets during the six months ended June 30, 2007 primarilyresulted from payments of debt of $60.0 million.

Working capital, definedas current assets (excluding cash) less current liabilities, increased $40.0million from December 31, 2006, to June 30, 2007.  Significant changes in working capital fromDecember 31, 2006 included:

·            adecrease in net customer receivables of $21.4 million due to reduced salesleading up to the end of the period;

·            anincrease in inventories of $27.3 million due to the draw-down of inventories atDecember 31, 2006 and the seasonal build of inventories for maintenanceshut-downs in July 2007;

·            anincrease in current income taxes receivable/payable of $12.4 million due to theshift of income tax expense in our Canadian facility due to a reduction inforce;

·            adecrease in accounts payable of $18.0 million due to reduced production relatedto reduced sales demand; and

·            a decrease in other liabilities of $5.1million due to a resolution of a commercial dispute with a customer.

## **CapitalResources and Liquidity**

Our primarysources of liquidity during the three months ended June 30, 2007 were cashreserves and our $125 million revolving credit facility, as discussed below,which is not currently drawn.

We believe thatcash from operations, existing cash reserves, and availability under the revolvingcredit facility will provide adequate funds for our working capital needs,planned capital expenditures and debt service obligations for the next 12months and the foreseeable future.  Ourability to fund working capital needs, planned capital expenditures, scheduleddebt payments, and to comply with all of the financial covenants under ourcredit agreement, depends on our future operating performance and cash flow,which in turn, are subject to prevailing economic conditions and to financial,business and other factors, some of which are beyond our control.

##### **OperatingActivities**

Net cash providedby operating activities during the first six months of 2007 amounted to $15.1million compared to $46.8 million for the comparable period in 2006.  The primary differences were lower net incomedue to reduced sales demand.  Thefluctuations in working capital were a result of the reduced sales demand andproduction in 2007 compared to the same period in 2006, which saw an increasein revenue from the end of the previous year.

##### **InvestingActivities**

Net cash used ininvesting activities totaled $15.9 million for the six months ended June 30,2007 compared to a use of $13.1 million for the six months ended June 30,2006.  Included in 2006 was $1.9 millionof proceeds from the sale of property in Tennessee.

Ourmost significant cash outlays for investing activities are the purchases ofproperty, plant and equipment.  Ourcapital expenditures in 2006 were $42.2 million.  Capital expenditures for 2007 are expected tobe approximately $40 million to $45 million, which we expect to fund throughour cash from operations or existing cash reserves.

##### **FinancingActivities**

Net cash used infinancing activities totaled $56.6 million for the six months ended June 30,2007 compared to $28.5 million for the comparable period in 2006.  We reduced debt by $60.0 million in the sixmonths ended June 30, 2007 with cash reserves. The $3.4 million of inflows in the current year are related to employeestock option exercises.

**Bank Borrowing.**  In connection with the TTI merger, we enteredinto a Fourth Amended and Restated Credit Agreement consisting of (1) a new term credit facility (the Term BLoan Facility) in an aggregate principal amount of $550.0 million thatwill mature on January 31, 2012 and (2) a revolving credit facility(the “New Revolver”) in an aggregate principal amount of $125.0 million(comprised of a new $95.0 million U.S. revolving credit facility and thecontinuation of a $30.0 million Canadian revolving credit facility) thatwill terminate on January 31, 2010. As of June 30, 2007, $304.6 million was outstanding under the Term BLoan Facility and the New Revolver was not drawn.  The Term B Loan Facility requires quarterlyamortization payments of $1.4 million that commenced on June 30, 2005,with the balance paid on the maturity date for the Term B Loan

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Facility. As of June 30, 2007, the regularly scheduledpayments due through December 31, 2011 were prepaid without penalty.  The interest rates per annum applicable toloans under our new senior credit facilities are, at the option of the Companyor Accuride Canada Inc., as applicable, a base rate or Eurodollar rate plus, ineach case, an applicable margin which is subject to adjustment based on ourleverage ratio. The base rate is a fluctuating interest rate equal to thehighest of (a) the base rate reported by Citibank, N.A. (or, with respect tothe Canadian revolving credit facility, the reference rate of interestestablished or quoted by Citibank Canada for determining interest rates on U.S.dollar denominated commercial loans made by Citibank Canada in Canada), (b) areserve adjusted three-week moving average of offering rates for three-monthcertificates of deposit plus one-half of one percent (0.5%) and (c) thefederal funds effective rate plus one-half of one percent (0.5%). Theobligations under our new senior credit facilities are guaranteed by all of ourdomestic subsidiaries.  The loans under thenew senior credit facilities are secured by, among other things, a lien onsubstantially all of our U.S. properties and assets and of our domesticsubsidiaries and a pledge 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.

**InitialPublic Offering**.  OnApril 26, 2005, we completed our initial public offering (“IPO”).  Net proceeds from the IPO were $89.6million.  We used all of the net proceedsfrom the IPO as well as other available cash as part of our repayment in April2005 of $93.0 million of the Term B Loan Facility.  This prepayment was not subject to aprepayment penalty.

**Restrictive Debt Covenants**.  Our senior credit facilities contain numerousfinancial and operating covenants that limit the discretion of management withrespect to certain business matters.  These covenants place significant restrictions on,among other things, our ability to incur additional debt, to pay dividends, tocreate liens, to make certain payments and investments and to sell or otherwisedispose of assets and merge or consolidate with other entities.  We are also required to meet certain financialratios and tests, including a leverage ratio, an interest coverage ratio and afixed charge coverage ratio.  Failure tocomply with the obligations contained in the credit documents could result inan event of default, and possibly the acceleration of the related debt and theacceleration of debt under other instruments evidencing indebtedness that maycontain cross-acceleration or cross-default provisions.  As of June 30, 2007, and currently, we are incompliance with our financial covenants and ratios.

**Senior Subordinated Notes**.   In connection with the TTI merger, we issued $275.0 million aggregate principalamount of 81¤2% senior subordinated notes due 2015 in a privateplacement transaction.  Interest on thesenior subordinated notes is payable on February 1 and August 1 ofeach year, beginning on August 1, 2005. The notes mature on February 1, 2015 and may be redeemed, at ouroption, in whole or in part, at any time on or before February 1, 2010 ata price equal to 100% of the principal amount, plus an applicable make-wholepremium, and accrued and unpaid interest and special interest if any, to thedate of redemption, and on or after February 1, 2010 at certain specifiedredemption prices.  In addition, on orbefore February 1, 2008, we may redeem up to 40% of the aggregateprincipal amount of the senior subordinated notes issued under the indenturewith the proceeds of certain equity financings. The new senior subordinated notes are general unsecured obligations(1) subordinated in right of payment to all of our and the guarantors’existing and future senior indebtedness, including any borrowings under our newsenior credit facilities; (2) equal in right of payment with any of ourand the guarantors’ existing and future senior subordinated indebtedness;(3) senior in right of payment to all of our and the guarantors’ existingand future subordinated indebtedness and (4) structurally subordinated toall obligations of our subsidiaries that do not guarantee the outstandingnotes.  On June 15, 2005, we completed anexchange offer of these senior subordinated notes for substantially identicalnotes registered under the Securities Act of 1933, as amended.  As of June 30, 2007, those Notes remainoutstanding.

**ContractualObligations.**  Our2006 Annual Report on Form 10-K contains a table, which details our contractualcash obligations as of December 31, 2006.  A significant change to ourcontractual cash obligations since December 31, 2006 is an uncertain taxliability of $16.1 million as of June 30, 2007.  As described inRecent Accounting Adoptions, we adopted the provisions of FIN No. 48, *Accounting for Uncertainty in Income Taxes*, on January 1,2007.  It is not possible to determine in which future period the taxliability might be paid out.

**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. 157***— InSeptember 2006, the FASB issued SFAS No. 157,*Fair ValueMeasurements*, to eliminate the diversity in practice that exists dueto the different definitions of fair value and the limited guidance forapplying those definitions in GAAP that are dispersed among the many accountingpronouncements that require fair value measurements.  SFAS No. 157 will apply to fiscal yearsbeginning after November 15, 2007. Management is currently evaluating theimpact of SFAS No. 157 on the consolidated financial statements.

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***SFAS No. 159***— In February 2007,the FASB issued SFAS No. 159, *Establishing the FairValue Option for Financial Assets and Liabilities*, to permit allentities to choose to elect to measure eligible financial instruments at fairvalue.  SFAS No. 159 applies to fiscalyears beginning after November 15, 2007, with early adoption permitted for anentity that has also elected to apply the provisions of SFAS No. 157, *Fair Value Measurements.*An entity isprohibited from retrospectively applying SFAS No. 159, unless it chooses earlyadoption. Management is currently evaluating the impact of SFAS No. 159 on theconsolidated financial 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 estimates underdifferent assumptions and conditions.  Weincluded in our Form 10-K for the year ended December 31, 2006 a discussion ofour most critical accounting policies, which are those that have a materialimpact on our financial condition or operating performance and requiremanagement’s most difficult, subjective and complex judgments, often as aresult of the need to make estimates about the effect of matters that areinherently uncertain.

*FactorsAffecting Future Results*

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-lookingstatements” within the meaning of that term in Section 27A of the SecuritiesAct of 1933 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-looking statementsinclude the following:

·                  a more severe than anticipated commercialvehicle industry downturn in 2007 may adversely effect our business;

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

·                  the demands of original equipmentmanufacturers for price reductions may adversely affect profitability;

·                  our credit documents contain significantfinancial and operating covenants that limit the discretion of management withrespect to certain business matters.  Wemust also meet 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 toour customer base;

·                  we use a substantial amount of raw steeland aluminum and are vulnerable to industry shortages, significant priceincreases, and surcharges, some of which we may not be able to pass through toour customers;

·                  we may encounter increased competition inthe future from existing competitors or new competitors;

·                  our significant indebtedness may haveimportant consequences, including, but not limited to, impairment of ourability to obtain additional financing, reduction of funds available foroperations and business opportunities or limitations on our ability to disposeof assets;

·                  significant volatility in the foreigncurrency markets could have an adverse effect on us;

·                  our ability to service our indebtednessis dependent upon operating cash flow;

·                  an interruption of performance of ourmachinery and equipment could have an adverse effect on us;

·                  an interruption in supply of metals couldreduce our ability to obtain favorable sourcing of such raw materials;

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·                  we may be subject to liability undercertain environmental laws and the cost of compliance with these regulationscould have a material adverse effect on our financial condition and mayadversely affect our ability to sell or rent such property or to borrow usingsuch property as collateral;

·                  the interests of our principalstockholder may conflict with the interests of the holders of our securities;and

·                  our success depends largely upon the abilities andexperience of certain key management personnel. The loss of the services of one or more of these key personnel couldhave a negative impact on our business.

For further information,refer to the business description and additional risk factors sections includedin our Form 10-K for the year ended December 31, 2006, as filed with the 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 toeliminate or reduce the impacts of these exposures.

Foreign Currency Risk 

Certain forecastedtransactions, assets, and liabilities are exposed to foreign currencyrisk.  We monitor our foreign currencyexposures to maximize the overall effectiveness of our foreign currencyderivatives.  The principal currency ofexposure is the Canadian dollar.  Foreignexchange forward contracts and option contracts are used to offset the impactof the variability in exchange rates on our operations, cash flows, assets andliabilities.  At June 30, 2007, we hadopen foreign exchange forward contracts of $17.1 million.

### RawMaterial/Commodity Price Risk

We rely upon thesupply of certain raw materials and commodities in our production processes andhave entered into long-term supply contracts for our steel and aluminumrequirements.  The exposures associatedwith these commitments are primarily managed through the terms of the sales,supply, and procurement contracts.  Fromtime to time, we use commodity price swaps and futures contracts to manage thevariability in certain commodity prices. At June 30, 2007, we had no material commodity price swaps and futurescontracts.

Interest Rate Risk

We use long-term debt asa primary source of capital in our business. The following table presents the principal cash repayments and relatedweighted average interest rates by maturity date for our long-term fixed-ratedebt and other types of long-term debt as of June 30, 2007:
| **(Dollars in thousands)** | ** ** | **2007** | ** ** | **2008** | ** ** | **2009** | ** ** | **2010** | ** ** | **2011** | ** ** | **Thereafter** | ** ** | **Total** | ** ** | **Fair Value** | ** ** |
|--------------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------------|------------|-----------|------------|---------------------|------------|
| Long-term  Debt:                     |       |     |       |     |       |     |       |     |       |     |       |           |       |      |       |                |       |
| Fixed                                |       | —   |       | —   |       | —   |       | —   |       | —   |       | $              | 275,000    |      | $          | 275,000             |       | $ | 273,625 |   |
| Average Rate                         |       | —   |       | —   |       | —   |       | —   |       | —   |       | 8.50           | %          | 8.50      | %          |                |       |
| Variable                             |       | —   |       | —   |       | —   |       | —   |       | —   |       | $              | 307,725    |      | $          | 307,725             |       | $ | 304,679 |   |
| Average Rate                         |       | —   |       | —   |       | —   |       | —   |       | —   |       | 7.34           | %          | 7.34      | %          |                |       |

 

We have usedinterest rate swaps to alter interest rate exposure between fixed and variablerates on a portion of our long-term debt. As of June 30, 2007, we had one interest rate swap agreement of $250.0million outstanding that will mature in March 2008.  Under the terms of the interest rate swapagreements entered into in March 2005, we agreed with the counterparty toexchange, at specified intervals, the difference between 3.55% from March 2005through March 2006, 4.24% from March 2006 through March 2007, and 4.43% fromMarch 2007 through March 2008, and the variable rate interest amountscalculated by reference to the notional principal amount.

**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 and forms,and that such information is accumulated and communicated to our management,including our Chief Executive Officer and Chief Financial Officer, asappropriate, 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 Rule13a-15(b), we carried out an evaluation, under the supervision and with theparticipation of the Company’s management, including our Chief ExecutiveOfficer and Chief Financial Officer, of the effectiveness of the design andoperation of our disclosure controls and procedures as of the end of the periodcovered by this report.  Based on theforegoing, our Chief Executive Officer and Chief Financial Officer concludedthat our disclosure controls and procedures were effective at the reasonableassurance level.

There have been nochanges in our internal controls over financial reporting during our mostrecent quarter that has materially affected, or is reasonably likely tomaterially affect, our internal controls over financial reporting.

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**PARTII.  OTHER INFORMATION**

**Item1.  Legal Proceedings**

Neither Accuride nor any of our subsidiaries is a party to any legalproceeding which, in the opinion of management, would have a material adverseeffect on our business or financial condition. However, we from time-to-time are involved in ordinary routinelitigation incidental to our business, including actions related to productliability, contractual liability, workplace safety and environmentalclaims.  We establish reserves for mattersin which losses are probable and can be reasonably estimated.  While we believe that we have establishedadequate accruals for our expected future liability with respect to our pendinglegal actions and proceedings, we cannot assure you that our liability withrespect to any such action or proceeding would not exceed our establishedaccruals.  Further, we cannot assure thatlitigation having a material adverse affect on our financial condition will notarise in the future.

On January 19, 2007, the Public Works Superintendent of the City ofPortland, Tennessee issued a cease and desist order to the Company’s ImperialGroup, alleging Imperial Group’s Portland, Tennessee facility was dischargingwastewater into the City of Portland’s wastewater treatment system thatcontained nickel in excess of permit limits. Imperial Group has fully cooperated with the City of Portland to addressthe alleged wastewater discharge issue. On May 1, 2007, Imperial Group received a written demand from the Cityof Portland for damages and penalties totaling $0.8 million.  Imperial Group is vigorously contesting theCity’s demand while engaging in settlement discussions related thereto.

**Item4.  Submission of Matters to a Vote ofSecurity Holders**

The results of the Company’sannual meeting of shareholders, held on June 14, 2007, were reported in a Form8-K, filed with the Securities and Exchange Commission on June 19, 2007.

**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 Form 8-K filed on December 22, 2005 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                                                                                                                                                                                                                                                                                                                                                                   |

 

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|            |   |   |   | (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*      |   | — |   | Amended and Restated 2005 Incentive Award Plan.  Previously filed as an exhibit to the Form 8-K filed on June 19, 2007, 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 -  Terrence J. Keating.                                                                                                                                                                                                                                                                                                                          |
| 31.2† |   | — |   | Certification Pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 and Rule 13a-14 of the Exchange Act of 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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| † | Filed herewith                                |
|--------|-----------------------------------------------|
| *      | Management contract 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/ Terrence J. Keating                     |   | Dated: | August 9, 2007 |   |
| Terrence J. Keating                         |   |
| Chairman and Chief Executive Officer        |   |
|                                        |   |
|                                        |   |
| /s/ David K. Armstrong                      |   | Dated: | August 9, 2007 |   |
| David K. Armstrong                          |   |
| Chief Financial Officer and General Counsel |   |
| Principal Accounting Officer                |   |
|                                        |   |

 

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