The accompanying unaudited condensed 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 primarily 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 and nine months ended September 30, 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 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. 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 Group North America, 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. Current industry forecasts predict similar commercial vehicle production in 2012 as compared to 2011. However, the actual rate of production for the first six months of 2012 was significantly greater than production in the third quarter and the forecast for the final three months of 2012. This decrease in production in the second half of 2012 is due to continued softness in orders for Class 8 commercial vehicles. As a result of this softness, OEMs began to cut build schedules in the third quarter, often with very short notice to us, creating manufacturing inefficiencies. Furthermore, our Gunite business is experiencing a loss of market share, which impacted our operating results in the third quarter and will continue to impact operating results for the remainder of 2012. In addition, broader economic weaknesses in industrial manufacturing impacted our Brillion business through reduced customer orders. Based upon the overall commercial vehicle industry production in the third quarter, expected reductions in production rates for the fourth quarter and the loss of market share at Gunite, we expect our results from continuing operations in 2012 to be unfavorable compared to 2011. In response to these conditions, we lowered our cost structure by reducing our corporate salaried staff, eliminating production shifts, and resizing the workforce at our business units. Additionally, we have accelerated the consolidation of Gunite's Elkhart, Indiana and Brillion, Wisconsin machining operations into its Rockford, Illinois facility. Commercial vehicle equipment orders are expected to improve in the fourth quarter as the industry's traditional peak order season arrives; however, we expect overall Class 8 production will likely remain subdued into the first half of 2013. Medium-duty truck production continues improving at a modest pace, while trailer builds are expected to remain stable through year-end. We cannot accurately predict the commercial vehicle or broader economic cycle, and any deterioration of the economic recovery may lead to further reduced spending and deterioration in the markets we serve 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. Subsequent to the withdrawal of import duties, we have seen increased imports of wheels from low cost countries, which have led to reduced sales in the aftermarket.

As of September 30, 2012, the Company considered the impact of recent business developments in its Gunite reporting unit including a loss of customer market share and evidence of declining aftermarket sales. The Gunite reporting unit had goodwill of $62.8 million and other intangibles of $37.3 million at September 30, 2012. While there are near-term challenges in the Gunite business, we have concluded that we do not yet have enough visibility to the long-term impacts to conclude that an impairment indicator exists at September 30,2012 that would more likely than not reduce the fair value of the Gunite reporting unit below its carrying amount. The Company is currently in the process of completing its annual budget and strategic planning process and is continuing to evaluate the overall Gunite business fundamentals, expected short- and long-term industry expectations, and other valuation assumptions. This process is the primary driver of our annual step one impairment tests for goodwill and intangible assets at November 30, 2012. We will continue to evaluate the impact on the Gunite business during the fourth quarter of 2012 and as part of our annual impairment testing cycle.

In addition to the recent concerns with our Gunite business, the Company has also experienced a recent decline in our stock price to an amount below current book value as of September 30, 2012. This decline in the market price of our stock has continued throughout October 2012. While we do not believe that this matter is by itself an indicator of impairment at September 30, 2012, we will continue to monitor this trend and will consider this factor in the annual impairment testing of the goodwill and intangible assets held by our reporting units at November 30, 2012. Should the market price of our stock continue to remain below book value, our reporting units have a higher risk of potential failure of the annual step one impairment test as of November 30, 2012. Any potential impairment charge resulting from the annual assessment would be non-cash and is not expected to affect our liquidity, tangible equity or debt covenants.

Results of Operations

Certain operating results from prior periods have been reclassified to
discontinued operations to conform to the current year presentation.

Comparison of Financial Results for the Three Months Ended September 30, 2012
and 2011


                                         Three Months Ended September 30,
(In thousands)                              2012                   2011
Net sales                             $        215,211       $        240,829
Cost of goods sold                             211,081                221,591
Gross profit                                     4,130                 19,238
Operating expenses                              13,809                 14,747
Income (loss) from operations                   (9,679 )                4,491
Interest expense, net                           (8,921 )               (8,824 )
Other income (loss), net                           815                    809
Income tax provision (benefit)                    (106 )               10,032
Loss from continuing operations                (17,679 )              (13,556 )
Discontinued operations, net of tax                  -                 (3,664 )
Net loss                              $        (17,679 )     $        (17,220 )

Net Sales

                    Three Months Ended September 30,
(In thousands)         2012                   2011
Wheels           $         98,290       $        105,994
Gunite                     49,592                 63,421
Brillion                   39,373                 36,721
Imperial                   27,956                 34,693
Total            $        215,211       $        240,829

Our consolidated net sales for the three months ended September 30, 2012, were $215.2 million, which was a decrease of 10.6 percent, compared to net sales of $240.8 million for the three months ended September 30, 2011. Of the total decrease, approximately $28.3 million was a result of lower sales volume due to decreased OEM production levels of the commercial vehicle market and its aftermarket segments in North America. The decrease in vehicle production is a result of softening maintenance and replacement demand of commercial vehicles. The reduction in volume was partially offset by $2.7 million in increased pricing, which primarily represented a pass-through of increased raw material and commodity costs.

Net sales for our Wheels segment decreased 7.3 percent during the three months ended September 30, 2012 compared to the same period in 2011 due to decreased volume of $4.0 million and a reduction in pricing of $3.7 million due to lower raw material pass-through. Net sales for our Gunite segment declined 21.8 percent due to a reduction in units sold of $16.9 million, partially offset by $3.1 million in increased pricing related to a pass-through of raw material costs. Our Gunite products have a higher concentration of aftermarket demand, primarily due to the brake drum products, which are replaced more often than our other products. We expect Gunite to see an increased bias toward the aftermarket in light of recent sourcing decisions by Navistar and Paccar for their respective OEM business. Our Brillion segment's net sales increased by 7.2 percent due to increased pricing of $3.3 million partially offset by a slight reduction in volume of $0.7 million. Net sales for our Imperial segment decreased by 19.4 percent due to decreased volume in Class 8 OEM production.

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

For the three months ended September 30,

                     2012                        2011
Class 8                    65,080                      68,406
Classes 5-7                42,506                      41,894
Trailer                    59,808                      58,301

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
                                                                      September 30,
(In thousands)                                                    2012             2011
Raw materials                                                  $  105,637       $  112,661
Depreciation                                                       10,380            9,210
Labor and other overhead                                           95,064           99,720
Total                                                          $  211,081       $  221,591

Raw materials costs decreased by $7.0 million, or 6.2 percent, during the three months ended September 30, 2012 due to decreases in sales volume of approximately 7.6 percent, partially offset by increased raw material pricing of approximately 1.4 percent. The price increases were primarily related to steel and aluminum, which represent nearly all of our raw material costs.

Depreciation increased by $1.2 million, or 12.7 percent during the three months ended September 30, 2012 due to recent capital investments across our businesses.

Labor and overhead costs decreased by 4.7 percent, which is primarily related to staff reduction initiatives. The reduction in labor and overhead is lower than the net sales volume decrease of approximately 10.6 percent due primarily to charges recognized in the current quarter related to facility closures.

Operating Expenses

                                                                 Three Months Ended September 30,
(In thousands)                                                      2012                  2011
Selling, general, and
administration                                                 $         9,236       $        10,691
Research and development                                                 1,800                 1,506
Depreciation and amortization                                            2,773                 2,550
Total                                                          $        13,809       $        14,747

Selling, general, and administrative costs decreased by $1.5 million in 2012 compared to the same period in 2011 due to costs incurred during 2011 that were associated with Gunite's quality management issues in 2011. Research and development costs increased by $0.3 million primarily 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 September 30,
(In thousands)                                                    2012               2011
Wheels                                                         $    9,302       $        15,408
Gunite                                                             (8,076 )              (3,083 )
Brillion                                                            2,510                   367
Imperial                                                           (1,891 )                 287
Corporate/Other                                                   (11,524 )              (8,488 )
Total                                                          $   (9,679 )     $         4,491

Operating income for the Wheels segment was 9.5 percent of its net sales for the three months ended September 30, 2012 compared to 14.5 percent for the three months ended September 30, 2011. During the three months ended September 30, 2012, the Wheels segment experienced a decrease in demand as Class 8 truck production dropped and aftermarket orders declined. In addition, third quarter results for the Wheels segment were impacted by increased competition in the aftermarket from low cost country sourced wheels due to the ruling in the Chinese anti-dumping action described above and lower pricing due to lower material pass-through.

The operating income (loss) for the Gunite segment was (16.3) percent of its net sales for the three months ended September 30, 2012 and (4.9) percent for the three months ended September 30, 2011. During the three months ended September 30, 2012, Gunite experienced softening aftermarket and OEM demand for its products, due to low-cost imports from competitors and OEM business losses as described below. We expect Gunite's operating income to improve as new machining equipment is launched in the fourth quarter and into 2013. Additionally, on July 25, 2012 we announced that the operations being conducted at Gunite's Elkhart, Indiana and Brillion, Wisconsin facilities would be consolidated into Gunite's Rockford, Illinois facility and that we expected to close the Elkhart facility by the end of the first quarter of 2013. In response to Navistar's and Paccar's decisions to no longer offer Gunite hub and drum assemblies as standard equipment on high volume part numbers, Gunite eliminated shifts, resized its workforce and is accelerating the consolidation of machining operations into the Rockford facility by the end of 2012. We recognized approximately $3.0 million of costs related to the facility consolidation in the three months ended September 30, 2012.

Operating income for the Brillion segment was 6.4 percent of its net sales for the three months ended September 30, 2012 compared to 1.0 percent for same period in 2011. Brillion continues to benefit from strong market demand, enabling it to selectively target higher-margin business with industrial and off-road customers. After strong first-half demand, however, conditions abruptly declined during the third quarter due to weakness in Brillion's core industrial, construction, and oil and gas markets. Brillion responded by resizing its workforce and eliminating shifts in early September to the new level of demand.

The operating income (loss) for the Imperial segment was (6.8) percent of its net sales for the three months ended September 30, 2012 and 0.8 percent for the three months ended September 30, 2011. Due to operational improvements and declining OEM orders, Imperial made significant progress in eliminating its past-due shipments to customers, therefore reducing premium freight and customer charges. After delaying the consolidation of the Portland, Tennessee facility during the first half, we now expect to complete the remaining equipment transfers in the first quarter of 2013.

The operating losses for the Corporate segment were 5.4 percent of consolidated net sales for the three months ended September 30, 2012 as compared to 3.5 percent for the comparative period in 2011. Severance charges associated with the reduction of our corporate salaried staff and increased costs related to engineering and supply chain were the primary drivers for the increase in operating losses for the Corporate segment.

Interest Expense

Net interest expense increased $0.1 million to $8.9 million for the three months ended September 30, 2012 from $8.8 million for the three months ended September 30, 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.

Comparison of Financial Results for the Nine Months Ended September 30, 2012 and 2011

                                          Nine Months Ended September 30,
(In thousands)                              2012                   2011
Net sales                             $        753,512       $        693,596
Cost of goods sold                             702,457                634,624
Gross profit                                    51,055                 58,972
Operating expenses                              43,906                 44,580
Income from operations                           7,149                 14,392
Interest expense, net                          (26,324 )              (25,564 )
Other income (loss), net                           536                  3,205
Income tax provision                             2,830                 10,424
Loss from continuing operations                (21,469 )              (18,391 )
Discontinued operations, net of tax                  -                 (2,713 )
Net loss                              $        (21,469 )     $        (21,104 )

Net Sales

                     Nine Months Ended September 30,
(In thousands)         2012                   2011
Wheels           $        328,115       $        300,430
Gunite                    185,435                189,745
Brillion                  132,509                110,175
Imperial                  107,453                 93,246
Total            $        753,512       $        693,596

Our net sales for the nine months ended September 30, 2012, were $753.5 million, which was an increase of 8.6 percent, compared to net sales of $693.6 million for the nine months ended September 30, 2011. Of the total increase, approximately $29.7 million was a result of higher volume demand due to increased OEM production levels during the first half of 2012 and improved aftermarket sales year-over-year. The improved OEM vehicle production is a result of increased maintenance and replacement demand of commercial vehicles during 2012 as compared to 2011. The remaining $30.2 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 9.2 percent during the nine months ended September 30, 2012 compared to the same period in 2011 primarily due to increased volume for all three major OEM segments, as depicted in the table below. Net sales for our Gunite segment declined 2.3 percent due to a $21.1 million reduction in volume demand, partially offset by approximately $16.9 million in increased pricing related to a pass-through of raw material costs. Our Gunite products have a higher concentration of aftermarket demand, primarily due to the brake drum products, which are replaced more often than our other products. Our Brillion segment's net sales increased by 20.3 percent due to higher demand in the industrial and agricultural markets of $11.8 million and increased pricing of approximately $10.4 million. Net sales for our Imperial segment increased by 15.2 percent due to increased volume in Class 8 OEM production.

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

For the nine months ended September 30,

                      2012                         2011
Class 8                    221,049                      180,365
Classes 5-7                140,970                      126,195
Trailer                    181,814                      161,079

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.

                                                               Nine Months Ended September
                                                                           30,
(In thousands)                                                    2012             2011
Raw materials                                                  $  369,109       $  328,367
Depreciation                                                       30,277           27,942
Labor and other overhead                                          303,071          278,315
Total                                                          $  702,457       $  634,624

Raw materials costs increased by $40.7 million, or 12.4 percent, during the nine months ended September 30, 2012 due to increases in sales volume of approximately 8.1 percent and price of approximately 4.3 percent. The increased sales volume was primarily experienced during the first six months of 2012. The price increases were primarily related to steel and aluminum, which represent nearly all of our material costs.

Depreciation increased by $2.3 million, or 8.4 percent during the nine months ended September 30, 2012 due to the recent capital investments made.

Labor and overhead costs increased by 8.9 percent due to increased volume, which is higher than the overall net sales volume increase of approximately 8.6 percent largely due to the impact of recognizing charges in the current period related to facility closures.

Operating Expenses

                                                                  Nine Months Ended September 30,
(In thousands)                                                      2012                  2011
Selling, general, and
administration                                                 $        30,476       $        32,059
. . .