The accompanying unaudited condensed interim consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and such principles are applied on a basis consistent with the information reflected in our Form 10-K for the year ended December 31, 2011 filed with the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations promulgated by the SEC. In the opinion of management, the interim financial information includes all adjustments and accruals, consisting only of normal recurring adjustments, which are necessary for a fair presentation of results for the respective interim periods. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2012 or any interim period. Except for the historical information contained herein, this quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those indicated by such forward-looking statements.

Overview

We are one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America. Our products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, and ductile and gray iron castings. We market our products under some of the most recognized brand names in the industry, including Accuride, Gunite, Imperial, and Brillion. We believe that we have number one or number two market positions in steel wheels, forged aluminum wheels, brake drums, disc wheel hubs, and metal bumpers for commercial vehicles. We serve the leading OEMs and their related aftermarket channels in most major segments of the commercial vehicle market, including heavy- and medium-duty trucks, commercial trailers, light trucks, buses, as well as specialty and military vehicles.

Our primary product lines are standard equipment used by a majority of North American heavy- and medium-duty truck OEMs, which creates a significant barrier to entry. We believe that substantially all heavy-duty truck models manufactured in North America contain one or more Accuride components.

Our diversified customer base includes substantially all of the leading commercial vehicle OEMs, such as Daimler Truck North America, LLC, with its Freightliner and Western Star brand trucks, PACCAR, with its Peterbilt and Kenworth brand trucks, Navistar, with its International brand trucks, and Volvo/Mack, with its Volvo and Mack brand trucks. Our primary commercial trailer customers include leading commercial trailer OEMs, such as Great Dane Limited Partnership, Utility Trailer Manufacturing Company, and Wabash National, Inc. Our major light truck customer is General Motors Corporation. Our product portfolio is supported by strong sales, marketing and design engineering capabilities and is manufactured in 15 strategically located, technologically-advanced facilities across the United States, Mexico and Canada.

The heavy- and medium-duty truck and commercial trailer markets and the related aftermarket are the primary drivers of our sales. These markets are, in turn, directly influenced by conditions in the North American truck industry and generally by conditions in other industries which indirectly impact the truck industry, such as the home-building industry, and by overall economic growth and consumer spending. Although current industry forecasts predict continued improvement in commercial vehicle production in 2012 as compared to 2011, commercial vehicle industry production forecasts have recently abated somewhat for Class 8 commercial vehicles. Based upon the overall commercial vehicle industry production forecasts, we expect results from operations to improve in 2012 compared to 2011 due to increased demand for our product and improved operational efficiencies. We cannot, however, accurately predict the commercial vehicle cycle, and any deterioration of the economic recovery may lead to further reduced spending and deterioration in the North American truck and vehicle supply industries for the foreseeable future.

On March 30, 2011, we, along with one other United States domestic commercial vehicle steel wheel supplier, filed antidumping and countervailing duty petitions with the United States International Trade Commission and the United States Department of Commerce alleging that manufacturers of certain steel wheels in China are dumping their products in the United States and that these manufacturers have been subsidized by their government in violation of United States trade laws. In May 2011, the International Trade Commission issued a preliminary determination that there was a reasonable indication that the U.S. steel wheel industry is materially injured or threatened with material injury by reason of imports from China of certain steel wheels, and began the final phase of its investigation. In August 2011, the U.S. Department of Commerce issued a preliminary determination of countervailing duties on steel wheels imported from China ranging from 26.2 percent to 46.6 percent ad valorem, and in October 2011, the U.S. Department of Commerce issued a preliminary determination of antidumping duty margins ranging from 110.6 percent to 243.9 percent ad valorem. On March 19, 2012, the Department of

Commerce made final determinations of dumping and subsidy margins which cumulatively were approximately 70 percent to 228 percent ad valorem. On April 17, 2012, the International Trade Commission determined that the domestic industry has not been injured and is not presently threatened with injury from subject imports, and consequently withdrew all import duties on the subject imports. Accuride Corporation will await the written decision from the International Trade Commission on its negative injury determination and evaluate whether an appeal is appropriate at that time.

Results of Operations

The following table sets forth certain income statement information of Accuride
for the three months ended March 31, 2012 and March 31, 2011. Certain operating
results from prior periods have been reclassified to discontinued operations to
conform to the current year presentation.

                                         Three Months Ended March 31,
(Dollars in thousands)                     2012                 2011
Net sales                             $      269,518       $      210,895
Cost of goods sold                           247,418              193,605
Gross profit                                  22,100               17,290
Operating expenses                            14,864               15,849
Income from operations                         7,236                1,441
Interest (expense), net                       (8,745 )             (8,340 )
Other income, net                                157                2,163
Income tax provision                           1,597                  499
Loss from continuing operations               (2,949 )             (5,235 )
Discontinued operations, net of tax                -                   74
Net loss                              $       (2,949 )     $       (5,161 )



Net Sales

                            Three Months Ended March 31,
(Dollars in thousands)        2012                 2011
Wheels                   $      116,944       $       91,509
Gunite                           68,563               59,231
Brillion                         43,810               35,260
Imperial                         40,201               24,895
Total                    $      269,518       $      210,895

Our net sales for the three months ended March 31, 2012, were $269.5 million, which was an increase of 27.8 percent, compared to net sales of $210.9 million for the three months ended March 31, 2011. Of the total increase, approximately $42.9 million was a result of higher volume demand due to increased production levels of the commercial vehicle market and its aftermarket segments in North America. The increased vehicle production is a result of continued increased maintenance and replacement demand of commercial vehicles. The remaining $15.7 million increase of net sales recognized was related to higher pricing, which mostly represented a pass-through of increased raw material and commodity costs.

Net sales for our Wheels segment increased nearly 27.8 percent during the three months ended March 31, 2012 compared to the same period in 2011 primarily due to increased volume for all three major OEM segments. Net sales for our Gunite segment rose 15.8 percent due to industry demand and approximately $7.9 million in increased pricing related to raw material costs. Our Gunite products have a higher concentration of aftermarket demand due to being items that require replacement more often than our other products. Our Brillion segment's net sales increased by 24.2 percent due to higher demand in the industrial and agricultural markets and increased pricing of approximately $3.3 million related to raw material costs. Net sales for our Imperial segment increased by 61.5 percent due to increased volume in Class 8 OEM production.

North American commercial vehicle industry production builds were, as follows:

For the three months ended March 31,

                     2012                       2011
Class 8                   77,724                     51,417
Classes 5-7               46,415                     39,681
Trailer                   56,213                     46,824

While we serve the commercial vehicle aftermarket segment, there is no industry data to compare our aftermarket sales to industry demand from period to period.

Cost of Goods Sold

The table below represents the significant components of our cost of goods sold.

                                                                  Three Months Ended March 31,
(Dollars in thousands)                                              2012                 2011
Raw materials                                                  $      130,982       $       96,005
Depreciation                                                            9,822                9,953
Labor and other overhead                                              106,614               87,647
Total                                                          $      247,418       $      193,605

Raw materials costs increased by $35.0 million, or 36.4 percent, during the three months ended March 31, 2012 due to increases in sales volume of approximately 26.4 percent and price of approximately 10.0 percent. The price increases were primarily related to steel and aluminum, which represent nearly all of our material costs.

Depreciation decreased slightly during the comparative periods.

Labor and overhead costs increased by 21.6 percent due to increased volume, which is lower than the overall net sales volume increase of approximately 27.8 percent due to the impact of certain of our costs (i.e. salaries, rent, etc.) being fixed in nature, as opposed to variable.

Operating Expenses

                                                                  Three Months Ended March 31,
(Dollars in thousands)                                              2012                 2011
Selling, general, and
administration                                                 $       10,621       $       11,056
Research and development                                                1,535                1,225
Depreciation and amortization                                           2,708                3,568
Total                                                          $       14,864       $       15,849

Selling, general, and administrative costs decreased by $0.4 million in 2012 primarily due to fees incurred in 2011 related to the sale of our discontinued operations. Research and development costs increased by $0.3 million due to increases in staff and travel expenses.

Depreciation and amortization expenses were impacted by divestiture and acquisition activities.

Operating Income (Loss)

                                                    Three Months Ended March 31,
(Dollars in thousands)                                2012                 2011
Wheels                                           $       18,442       $       11,488
Gunite                                                   (2,168 )             (1,717 )
Brillion                                                  3,173                  733
Imperial                                                   (519 )              1,129
Corporate/Other                                         (11,692 )            (10,192 )
Total                                            $        7,236       $        1,441

Operating income for the Wheels segment was 15.8 percent of its net sales for the three months ended March 31, 2012 compared to 12.6 percent for the three months ended March 31, 2011. In addition to higher year-over-year build rates, we continue to see strong demand for aluminum wheels being driven by the need for fleets to reduce fuel and maintenance costs, along with total vehicle weight.

Operating loss for the Gunite segment was 3.2 percent of its net sales for the three months ended March 31, 2012 compared to 2.9 percent for the three months ended March 31, 2011. During the three months ended March 31, 2012, Gunite benefited from steadily improving operational performance and higher pricing, as well as the elimination of customer-required on-site inspections stemming from Gunite's quality management issues in 2011. These were offset by softening aftermarket demand for Gunite products and the impact of low-cost imports from competitors.

Operating income for the Brillion segment was 7.2 percent of its net sales for the three months ended March 31, 2012 compared to 2.1 percent for same period in 2011. Sales volume for our Brillion segment increased during 2012 as the industrial and agricultural markets continued to gain strength while increased pricing offset rising material costs. The increase in sales volume was the primary reason for improved operating income for Brillion.

The operating income (loss) for the Imperial segment was (1.3) percent of its net sales for the three months ended March 31, 2012 and 4.5 percent for the three months ended March 31, 2011. The Decatur, TX Imperial plant continued to experience operational inefficiencies stemming from its expanded production volume and product portfolio. A new leadership team is instituting changes to stabilize and improve Decatur's operational and financial performance during the first half of 2012.

The operating losses for the Corporate segment were 4.3 percent of consolidated net sales for the three months ended March 31, 2012 as compared to 4.8 percent for the comparative period in 2011.

Interest Expense

Net interest expense increased $0.4 million to $8.7 million for the three months ended March 31, 2012 from $8.3 million for the three months ended March 31, 2011 due to increased debt in 2012 compared to 2011.

Discontinued Operations

Discontinued operations represent reclassification of operating results, including gain/loss on sale, for Fabco Automotive and Bostrom Seating, net of tax. The sales of Fabco and Bostrom occurred in 2011. We have reclassified prior period operating results, including the gain/loss on the sale transactions, to discontinued operations.

Changes in Financial Condition

At March 31, 2012, we had total assets of $887.9 million, as compared to total assets of $868.9 million at December 31, 2011. The $19.1 million, or 2.2%, increase in total assets primarily resulted from changes in working capital partially offset by a reduction in cash. We define working capital as current assets (excluding cash) less current liabilities.

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

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

                                   March 31,       December 31,
                                      2012             2011
Accounts receivable                $  119,758     $       98,075
Inventories                            82,677             72,827
Deferred income taxes (current)         7,675              7,675
Other current assets                    5,053              4,657
Accounts payable                      (88,644 )          (80,261 )
Accrued payroll and compensation      (20,078 )          (16,466 )
Accrued interest payable               (5,080 )          (12,503 )
Accrued workers compensation           (4,902 )           (4,936 )
Other current liabilities             (16,573 )          (14,323 )
Working Capital                    $   79,886     $       54,745

Significant changes in working capital included:
· an increase in receivables of $21.7 million due to the comparative increase in revenue in the months leading up to the respective period-end dates;

· an increase in inventory of $9.9 million due to increase in sales demand;

· an increase of accounts payable of $8.4 million primarily due to the increase in raw material purchases in the months leading up to the respective period-end dates and obtaining better credit terms with our major raw material suppliers;

· a decrease in accrued interest payable of $7.4 million primarily due to payment in February 2012 of our semi-annual interest payment for our senior secured notes.

Capital Resources and Liquidity

Our primary sources of liquidity during the three months ended March 31, 2012 were cash reserves. We believe that cash from operations, existing cash reserves, and our ABL facility will provide adequate funds for our working capital needs, planned capital expenditures and cash interest payments through 2012 and the foreseeable future.

As of March 31, 2012, we had $36.6 million of cash plus $67.2 million in availability under our ABL credit facility for total liquidity of $103.8 million.

Our ability to fund working capital needs, planned capital expenditures, scheduled semi-annual interest payments, and to comply with any financial covenants under our ABL credit facility depends on our future operating performance and cash flow, which in turn, are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond our control.

Operating Activities

Net cash used in operating activities during the three months ended March 31, 2012 amounted to $10.8 million compared to a use of $40.7 million for the period ended March 31, 2011. The use of cash in 2012 was a result of increased working capital requirements, primarily receivables and inventories, which are expected in an environment of increasing product demand. During a period of increasing sales demand, our working capital needs also rise.

Investing Activities

Net cash used in investing activities totaled $9.4 million for the three months ended March 31, 2012 compared to a use of $6.0 million for the period ended March 31, 2011. Our most significant cash outlays for investing activities are the purchases of property, plant and equipment. During the three months ended March 31, 2012, we entered into a capital lease agreement and, as a result, had cash inflows of $7.9 million for reimbursement of payments previously made to the manufacturer. Also, during the three months ended March 31, 2012, we had cash inflows of $1.0 million related to the expiration of an escrow account established for the sale of our Bostrom Seating subsidiary. During the three months ended March 31, 2011, we had cash inflows of $7.8 million related to the sale of Bostrom Seating. Capital expenditures for 2012 are currently expected to be approximately $70 million to $80 million, which we expect to fund through existing cash reserves or from our ABL facility.

Financing Activities

No cash was provided by or used in financing activities for the three months ended March 31, 2012 or for the three months ended March 31, 2011.

Bank Borrowing

Refinancing

On July 29, 2010, we completed an offering of $310.0 million aggregate principal amount of senior secured notes and entered into the ABL Credit Agreement (the "ABL facility"). We used the net proceeds from the offering of the senior secured notes, $15.0 million of borrowings under the ABL facility and cash on hand to refinance our postpetition senior credit facility and to pay related fees and expenses (the "Refinancing").

The ABL Facility

In connection with the Refinancing, we entered into our ABL facility, which is a senior secured asset based revolving credit facility, in an aggregate principal amount of up to $75.0 million, with the right to increase the availability under the facility by up to $25.0 million in the aggregate. On February 7, 2012, we exercised our option to increase the loan commitments under the ABL facility by $25.0 million (for a total aggregate availability of $100.0 million) by entering into an asset-backed loan (ABL) incremental agreement. The ABL facility matures on July 29, 2014 and provides for loans and letters of credit in an aggregate amount up to the amount of the facility, subject to meeting certain borrowing base conditions, with sub-limits of up to $10.0 million for swingline loans and $25.0 million to be available for the issuance of letters of credit. Loans under the ABL facility bear interest at an annual rate equal to, at our option, either LIBOR plus 3.50% or Base Rate plus 2.75%, subject to changes based on our leverage ratio as defined in the ABL facility.

We must also pay a commitment fee equal to 0.50% per annum to the lenders under the ABL facility if utilization under the facility exceeds 50.0% of the total commitments under the facility and a commitment fee equal to 0.75% per annum if utilization under the facility is less than or equal to 50.0% of the total commitments under the facility. Customary letter of credit fees are also payable as necessary.

The obligations under the ABL facility are secured by (i) first-priority liens on substantially all of the Company's accounts receivable and inventories, subject to certain exceptions and permitted liens (the "ABL Priority Collateral") and (ii) second-priority liens on substantially all of the Company's owned real property and tangible and intangible assets other than the ABL Priority Collateral, including all of the outstanding capital stock of our domestic subsidiaries, subject to certain exceptions and permitted liens (the "Notes Priority Collateral").

Senior Secured Notes

Also in connection with the Refinancing, we issued $310.0 million aggregate principal amount of senior secured notes. Under the terms of the indenture governing the senior secured notes, the senior secured notes bear interest at a rate of 9.5% per year, paid semi-annually in February and August, and mature on August 1, 2018. Prior to maturity we may redeem the senior secured notes on the terms set forth in the indenture governing the senior secured notes. The senior secured notes are guaranteed by the Guarantors, and the senior secured notes and the related guarantees are secured by first priority liens on the Notes Priority Collateral and second priority liens on the ABL Priority Collateral. On February 15, 2011, we completed an exchange offer pursuant to which all our outstanding senior secured notes were exchanged for registered securities with identical terms (other than terms related to registration rights) to the senior secured notes issued July 29, 2010.

Restrictive Debt Covenants. Our credit documents (the ABL facility and the indenture governing the senior secured notes) contain operating covenants that limit the discretion of management with respect to certain business matters. These covenants place significant restrictions on, among other things, the ability to incur additional debt, to pay dividends, to create liens, to make certain payments and investments and to sell or otherwise dispose of assets and merge or consolidate with other entities. In addition, the ABL facility contains a financial covenant which requires us to maintain a fixed charge coverage ratio during any compliance period, which is anytime when the excess availability is less than or equal to the greater of $10.0 million or 15 percent of the total commitment under the ABL facility. Due to the amount of our excess availability (as calculated under the ABL facility), the Company is not currently in a compliance period, and we do not have to maintain a fixed charge coverage ratio, although this is subject to change. We expect to be in compliance with all restrictive debt covenants through the next twelve months.

We continue to operate in a challenging economic environment and our ability to maintain liquidity and comply with our debt covenants may be affected by economic or other conditions that are beyond our control and which are difficult to predict.

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

Critical Accounting Policies and Estimates. We have made a number of estimates and assumptions relating to the reporting of results of operations and financial position in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. We included in our Form 10-K for the year ended December 31, 2011 a discussion of our most critical accounting policies, which are those that have a material impact on our financial condition or operating performance and require management's most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

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