ACW Accuride Corp.

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-171365

          PROSPECTUS

OFFER TO EXCHANGE

$310,000,000 principal amount of its 9.5% First Priority Senior Secured Notes due 2018,
which have been registered under the Securities Act,
for any and all of its outstanding 9.5% First Priority Senior Secured Notes due 2018

(CUSIP Nos. 00439T AD9, U0045X AB7 and 00439T AF4)

          We are offering to exchange our 9.5% First Priority Senior Secured Notes due 2018, which we refer to as the "exchange notes," for our currently outstanding 9.5% First Priority Senior Secured Notes due 2018, which we refer to as the "outstanding notes." The exchange notes are substantially identical to the outstanding notes, except that the exchange notes have been registered under the federal securities laws and will not bear any legend restricting their transfer, will bear a different CUSIP number than the outstanding notes and will not be entitled to certain registration rights and related provisions for additional interest applicable to the outstanding notes. The exchange notes will represent the same debt as the outstanding notes, and we will issue the exchange notes under the same indenture. We refer to the outstanding notes and the exchange notes collectively as the "notes."

         The principal features of the exchange offer are as follows:

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The exchange offer expires at 5:00 p.m., New York City time, on February 14, 2011, unless extended.



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We will exchange all outstanding notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.



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You may withdraw tendered outstanding notes at any time prior to the expiration of the exchange offer.



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The exchange of exchange notes for outstanding notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.



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The exchange offer is subject to the conditions set forth under "The Exchange Offer—Conditions to the Exchange Offer."



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We will not receive any proceeds from the exchange offer.



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We do not intend to apply for the listing of the exchange notes on any securities exchange or automated quotation system.

         The exchange notes will be our senior secured obligations. The exchange notes will be guaranteed on a senior basis by all of our existing and future domestic subsidiaries that guarantee any of our indebtedness or indebtedness of any subsidiary guarantor, whom we refer to as the "guarantors," including any indebtedness under our senior secured asset based revolving credit facility, which we refer to as the "ABL Facility."

         The exchange notes and the guarantees will be secured by first-priority liens on substantially all of our and the guarantors' owned real property and tangible and intangible assets (other than accounts receivable and inventories), including all of the guarantors' outstanding capital stock, subject to certain exceptions and permitted liens, which we refer to as the "Notes Priority Collateral." The exchange notes and the guarantees also will be secured by second-priority liens on substantially all of our and the guarantors' accounts receivable and inventories that secure our and the guarantors' obligations under the ABL Facility on a first-priority basis, subject to certain exceptions and permitted liens, which we refer to as the "ABL Priority Collateral." We refer to the Notes Priority Collateral together with the ABL Priority Collateral as the "Collateral." For a more detailed discussion, see "Description of Exchange Notes—Security for the Exchange Notes."

         Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

          Investing in the exchange notes involves risks. See "Risk Factors" beginning on page 21 of this prospectus.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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The date of this prospectus is January 14, 2011.

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        All dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

         We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus as if we had authorized it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

        We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, which we refer to as the "SEC." Our reports and other information filed with the SEC are not incorporated by reference into this prospectus. You may read and copy any document we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington D.C., 20549. Please call 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings are also available to the public from the SEC's website at www.sec.gov. Other information about us is also on our website at www.accuridecorp.com. However, the information on the SEC's website and the information on our website do not constitute a part of this prospectus.

        This prospectus includes a summary of the terms of the indenture governing the exchange notes, but reference is made to the actual document, and the summary is qualified in its entirety by this reference. For so long as any notes remain outstanding, we will make available, upon request, to any noteholder the information required pursuant to Rule 144A(d)(4) under the Securities Act of 1934, as amended, which we refer to as the "Securities Act," during any period in which we are not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the "Exchange Act."

        We will provide you, free of charge, with a copy of the exchange notes and the indenture governing the exchange notes. You may request a copy of these documents by writing or telephoning us at the following address:

Accuride Corporation
7140 Office Circle
Evansville, Indiana 47715
Tel.: (812) 962-5000

        You should rely only upon the information provided in this document. We have not authorized anyone to provide you with different information. You should not assume that the information in this document is accurate as of any date other than the date indicated on the front cover.

MARKET SHARE, RANKING AND OTHER DATA

        This prospectus contains certain market and industry data, primarily from reports published by America's Commercial Transportation Publications, which we refer to as "ACT," and FTR Associates, which we refer to as "FTR," and from internal company surveys, studies and research, related to the truck components industry and its segments, as well as the truck industry in general. This data includes estimates and forecasts regarding future growth in these industries, truck freight growth and the historical average age of active U.S. heavy-duty trucks. Such data have been published in industry publications that typically indicate that they have derived the data from sources believed to be reasonable, but do not guarantee the accuracy or completeness of the data. While we believe these industry publications to be reliable, we have not independently verified the data or any of the assumptions on which the estimates and forecasts are based. Similarly, while we believe internal company surveys, studies and research cited or used herein are reliable, they have not been verified by any independent sources. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings "Forward-Looking Statements" and "Risk Factors" in this prospectus.

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FINANCIAL INFORMATION

        On February 26, 2010, which we refer to as the "Effective Date," our Third Amended Joint Plan of Reorganization, which we refer to as our "Plan of Reorganization," under Chapter 11 of the U.S. Bankruptcy Code became effective, and we emerged from Chapter 11 bankruptcy proceedings. See "Unaudited Pro Forma Condensed Consolidated Financial Information." As a result of the consummation of the Plan of Reorganization, on February 26, 2010, we adopted fresh start accounting, which we refer to as "Fresh Start Accounting," in accordance with Accounting Standards Codification No. 852, "Reorganizations," which we refer to as "ASC 852." Accordingly, the financial statements on or prior to February 26, 2010 are not comparable with the financial statements for periods after February 26, 2010. Any reference to the "Successor Company" for the period from February 26, 2010 through September 30, 2010 reflects the operations of post-emergence Accuride from February 26, 2010 through September 30, 2010. References to the "Predecessor Company" refer to the operations of pre-emergence Accuride on or prior to February 26, 2010, except for the Predecessor Company's statement of operations through February 26, 2010, which reflects the effect of the plan adjustments and Fresh Start Accounting as of February 26, 2010.

        In addition, on November 18, 2010, we completed a 1-for-10 reverse stock split of our common stock. Unless otherwise stated herein, the financial statements contained in this prospectus have not been adjusted to reflect the reverse stock split.

FORWARD-LOOKING STATEMENTS

        This prospectus includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are "forward-looking statements" for purposes of this prospectus, including, without limitation, statements regarding the exchange offer and any other transactions described herein; any predictions of earnings, revenue, expenses or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products; any statements regarding future economic conditions; any statements concerning our future operations, financial condition, prospects and the industry in which we operate; and any statements of assumptions underlying the foregoing. In some cases, you can identify forward-looking statements by terminology such as "may," "would," "could," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," "projects," "seeks," "potential," "likely," "continue," or similar words, or expressions of the negative of these terms. These forward-looking statements are only predictions and, accordingly, are subject to substantial risks, uncertainties and assumptions.

        Some of the factors that might cause actual results to differ materially from the forward-looking statements made in this prospectus or that might cause us to modify our plans or objectives include, but are not limited to, the following:

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substantial leverage and significant debt service obligations;



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ability to generate cash, which depends on many factors beyond our control;



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subject to a number of restrictive covenants, which if breached, may restrict our business and financing activities;



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current economic conditions, including those related to the credit markets and the commercial vehicle industry;



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industry data and forecasts that may prove to be inaccurate;



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failure to realize cost savings under our cost restructuring plan;

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future operating losses and net income losses which may hinder our ability to meet our debt service or working capital requirements;



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dependence on sales to a small number of our major customers and on our status as standard supplier on certain truck platforms of each of our major customers;



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increases in cost or reduced supply of raw materials and purchased components;



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the seasonality and regulatory nature of the industries and markets that we serve;



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cost reduction and quality improvement initiatives by OEMs;



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highly competitive markets;



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exposure to foreign business and operational risks, including foreign exchange rate fluctuations;



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failure to meet our customers' demands for our products and services;



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changes in regulatory, legislative or industry requirements which may render our products obsolete or unattractive;



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equipment failures, delays in deliveries or catastrophic loss at any of our facilities which could lead to production or service curtailments or shutdowns;



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product liability, warranty and product recall costs;



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work stoppages or other labor issues at our facilities or at our customers' facilities;



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environmental laws and regulations (including proposed climate change regulation) that may require us to make substantial expenditures or cause us to incur substantial liabilities;



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further climate change regulation may require us to make substantial expenditures or cause us to incur substantial liabilities;



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failure to adequately protect our intellectual property or third party assertions that our technologies infringe on their intellectual property;



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litigation against us could be costly and time consuming to defend;



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an acquisition by a person unaffiliated with us of a substantial amount of our common stock or convertible notes;



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failure to retain our executive officers;



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triggering of the severance arrangements with certain of our senior management employees; and



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our strategic initiatives may be unsuccessful, may take longer than anticipated, or may result in unanticipated costs.

        Additional information regarding the factors that may cause our actual results to differ from the forward-looking statements contained herein and that may affect our prospects in general are included under the heading "Risk Factors" in this prospectus.

        We caution you that any forward-looking statement reflects only our belief at the time the statement is made. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee our future results, levels of activity, performance or achievements or that these matters will in fact occur. Except as required by law, we undertake no obligation to update or revise any of the forward-looking statements to reflect events or developments after the date of this prospectus.

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TRADEMARKS AND TRADENAMES

        We own or have rights to use certain trademarks or tradenames that we use in conjunction with the sale of our products, including, without limitation, each of the following: Accuride®, Bostrom®, Brillion ^TM , Fabco ^TM , Gunite®, Highway Original® and Imperial ^TM .

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SUMMARY

         The following summary contains basic information about us and the exchange offer. It does not contain all of the information that may be important to you. For a more complete understanding of the exchange offer, we encourage you to read this entire prospectus and the documents to which we have referred you. The following summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and financial statements (including the notes to the financial statements) appearing elsewhere in this prospectus. Because this is a summary, it does not contain all the information you should consider before deciding whether to exchange your outstanding notes for exchange notes in the exchange offer. You should read this entire prospectus carefully, including the section titled "Risk Factors," before making your investment decision.

Our Company

        We are one of the largest manufacturers and suppliers of commercial vehicle components in North America, offering one of the broadest product lines to the commercial vehicle industry. We believe that we have the number one or number two market position in a variety of heavy- and medium-duty commercial vehicle products including: steel wheels, forged aluminum wheels, brake drums, disc wheel hubs, metal bumpers and seating assemblies. We market our products under some of the most recognized brand names in the industry, including Accuride, Bostrom, Brillion, Fabco, Gunite, Highway Original and Imperial. We have long-standing relationships with the leading original equipment manufacturers, which we refer to as "OEMs," and the related aftermarket channels in most major segments of the commercial vehicle market, including heavy- and medium-duty trucks, commercial trailers, light trucks, buses, as well as specialty and military vehicles. For the fiscal year ended December 31, 2008, we reported net sales of $931.4 million, a net loss of $328.3 million and Adjusted EBITDA of $79.0 million. For the fiscal year ended December 31, 2009, we reported net sales of $570.2 million, a net loss of $140.1 million and Adjusted EBITDA of $23.7 million. For the nine-month period ended September 30, 2010, we generated net sales of $570.3 million, net income $35.1 million and Adjusted EBITDA of $51.1 million. For a reconciliation of Adjusted EBITDA to the closest related GAAP measure, net income (loss), see footnote (d) to "—Summary Historical and Pro Forma Financial Information and Other Data."

        Our primary product lines are designated as standard equipment by a majority of North American heavy- and medium-duty truck OEMs, providing us with a significant competitive advantage. We believe that a majority of all heavy- and medium-duty truck models manufactured in North America contain one or more of our components. For the fiscal year ended December 31, 2009, we sold approximately 51% of our products to heavy- and medium-duty truck and commercial trailer OEMs and approximately 32% to the related aftermarkets. The remainder of our sales were made to customers in the light truck, specialty and military vehicle and other industrial markets. We continue to pursue growth in sales to the aftermarket, which we believe complements our original equipment business due to its relative stability and higher profit margins. In addition, we continue to pursue increased sales to military OEMs, particularly sales of wheel assemblies and wheel-end components, which we believe provide a robust growth opportunity as well as the opportunity to partially offset the cyclicality of our primary commercial vehicle market.

        Our diversified customer base includes substantially all of the leading commercial vehicle OEMs, such as Daimler Truck North America, LLC, which we refer to as "DTNA," with its Freightliner and Western Star brand trucks, PACCAR, Inc., which we refer to as "PACCAR," with its Peterbilt and Kenworth brand trucks, Navistar, Inc., which we refer to as "Navistar," with its International brand trucks, and Volvo Truck Corporation, which we refer to as "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, which we refer to as "Great Dane," Wabash National, Inc., which we refer to as "Wabash," and Utility Trailer, Inc., which we refer to as "Utility." Our major light truck

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customer is General Motors Company. We have established relationships of more than 20 years with many of these leading OEM customers. Our product portfolio is supported by strong sales, marketing and design engineering capabilities with 17 strategically located, technologically-advanced manufacturing facilities across the United States, Mexico and Canada.

Our Products

        The following table provides a summary of our key products and brands:

Our Industry

        We compete in the North American commercial vehicle components industry and serve the following markets: (1) the heavy-duty, or Class 8, truck market; (2) the medium-duty, or Class 5-7, truck market; (3) the commercial trailer market; (4) the light, or Class 3-4, truck market; (5) the bus market; and (6) the specialty and military vehicle markets. Heavy- and medium-duty trucks are used for local and long-haul commercial trucking and are classified by gross vehicle weight. The heavy-duty truck market is comprised of trucks with gross weight in excess of 33,000 lbs. and the medium-duty truck market is comprised of trucks with gross weight from 16,001 lbs. to 33,000 lbs. The commercial vehicle components industry is cyclical and, in large part, depends on the overall strength of the demand for heavy- and medium-duty trucks. This industry has historically experienced significant fluctuations in demand based on factors such as general economic conditions, fuel prices, interest rates,

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government regulations, and consumer spending, together with the resulting impact of equipment utilization, freight rates, operating costs, and new and used equipment prices. Demand for our products is driven by demand for these vehicles, which is itself driven largely by the following key factors:

Class 8 / Class 5 - 7 demand drivers

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The macro economic cycle.   Growth in the commercial vehicle industry tends to grow in-line with the broader economy. As a result, the trucking industry generally correlates well with economic indicators, including gross domestic product, which we refer to as "GDP," housing starts and industrial production indicators, such as the Industrial Production Index, which we refer to as IP Index. As evidenced by the charts below, a general improvement in the economy is expected. In past cycles, such an improvement would precede an uptick in commercial vehicle demand.

U.S. Economic Forecast Summary Table

Source: BEA, Federal Reserve, CBO, FTR Associates as of November 2010

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Increasing ton-miles.   Increasing ton-miles (the number of miles driven multiplied by the number of tons transported), which is correlated to economic expansion and a shift in share from other modes of transportation ( i.e. , rail, pipeline, etc.), leads to an increased demand for commercial vehicles. After shrinking for seven consecutive quarters due to the widespread economic recession, U.S. freight volumes began to recover in the second half of 2009. Truck tonnage climbed 6% in October 2010 compared to October 2009, which is the eleventh consecutive month of growth on a year-over-year basis according to the American Trucking Association. In November 2010, the Cass Freight Shipment Index, a measure of U.S. shipment level activity, increased for the eleventh consecutive month, providing support for the improvement in truck demand.



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Truck utilization.   Levels remain low from a historical perspective but have rebounded from the trough in 2009 and, according to FTR, are expected to reach 81% in Q1 2011.

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Class 8 Truck Utilization

                                           Note: Solid line equals historical average (~87%)

                                           Source: FTR Associates (September 2010)

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The replacement cycle.   Typically, most leading national freight companies replace their vehicles every three to six years. According to ACT, at the end of 2009, the average age of existing heavy-duty truck fleets was 6.5 years and is expected to peak in 2010 and 2011 at 6.7 years, relative to the 25-year median of 5.9 years. Typically, vehicle demand increases as trucking fleets revert to a normal age level for their vehicles.



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Emissions regulations.   U.S. federally-mandated emissions regulations have historically impacted the replacement cycle by driving commercial vehicle purchases in advance of the implementation of stricter regulations governing emissions levels of new vehicles. In 2006, commercial vehicle orders benefited from the new emissions standards implemented in 2007. New emissions standards were implemented in 2010, and we expect emissions standards to be made more strict in the future, which we believe will affect the replacement cycle.

Class 8 / Class 5 - 7 demand

        Demand for Class 8 and Class 5 - 7 vehicles grew from 2001 to 2006 with growth accelerating from 2004 to 2006 relative to the 2001 to 2003 time period. This was primarily due to broader economic growth, the need to replace aging truck fleets and pre-buying of new fleet in anticipation of enactment of stricter EPA emissions standards becoming effective in 2007. During 2007, the demand subsided as a result of 2006 pre-buy. As the recession hit in 2008, demand for Class 8 and Class 5 - 7 vehicles decreased significantly. According to ACT, demand starts to recover in 2010 setting the stage for a healthy rebound in 2011 / 2012.

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        The following chart illustrates actual and forecast North American Class 5 - 7 and Class 8 truck builds for the years 2001 through 2014 according to ACT:

        Source: ACT as of December 10, 2010

Commercial vehicle supplier / OEM dynamics

        The relationship between suppliers and OEMs in the industry generally tends to be close, cooperative and long-term in nature. In contrast to the automotive industry, commercial vehicle end customers generally have the ability to choose the specific components used in the original production of a commercial vehicle, which increases the importance of brand recognition. Frequently, higher-quality components are designated as "standard" equipment on an OEM's product line. Accordingly, any truck ordered in that line will come with the standard components unless the end-user specifically requests a different component, usually at an increased price. As a result, once an OEM designates a product as a standard component, the demand for that component in both the OEM market and the aftermarket generally remains steady.

Commercial vehicle aftermarket

        The heavy- and medium-duty commercial vehicle components aftermarket typically has less cyclical sales and higher profit margins than the OEM market. The heavy- and medium-duty truck and trailer parts aftermarket enjoys more muted cyclicality because the purchase of replacement parts is nondiscretionary and truck maintenance is usage-driven. Additionally, customers in this aftermarket come from a broad range of end-markets, which helps reduce fluctuations in demand related to any one end-market. According to the Automotive Aftermarket Industry Association, which we refer to as "AAIA," the heavy- and medium-duty vehicle parts aftermarket in the United States generated sales of approximately $69.5 billion in 2009. Further, the heavy- and medium-duty aftermarket has experienced steady growth over the past decade, with total sales increasing nine out of the past ten years. Demand in the aftermarket is primarily driven by the number of trucks in operation and the number of miles driven. We believe that the growth and stability of the aftermarket therefore correlates with the number of ton-miles driven in the overall trucking industry. As of November 2010, FTR projects that ton-miles will increase by 7% from 2009 to 2011.

Our Competitive Strengths

        Leading market positions and strong brands.     We are among North America's largest companies serving the heavy- and medium-duty truck OEMs and the related aftermarkets, supplying a broad range

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of commercial vehicle components. We expect our broad product portfolio, established brand names and dedicated sales force to help us maintain and improve our strong market position by enhancing our ability to cross-sell products, increase our content per vehicle and market ourselves as a broad-based provider of commercial vehicle components to our customers. Our leading market shares and longstanding relationships with our customers provide us the opportunity to further build upon our content per vehicle. We offer an extensive portfolio of products for commercial vehicles that we believe to be technologically superior and, as a broad-based provider, have the ability to serve many of our customers' needs. We seek to continue to increase the number of truck platforms on which our products are designated as standard equipment, which also contributes to the growth of our aftermarket business. Based on internal market data, we believe that we have leading market share positions in several of our business segments. For example, we believe that we have the number one or number two market position in heavy- and medium-commercial vehicle products with respect to the following products:

Estimated Market Position in Key Products

        With regard to our wheels product segment, we believe that steel wheels represent approximately two-thirds of the total North American market (by volume) for commercial vehicle wheels.

        Broad-based product portfolio.     We believe we have one of the broadest product portfolios in the North American commercial vehicle components industry. This product diversity provides us with a competitive advantage because it allows us to meet more of our customers' needs as they increasingly outsource production and seek to streamline their supplier base. Our diversification also enables us to capitalize on growth in different end markets while limiting exposure to any one product line, technology, end-market or customer. The following charts describe our approximate 2009 net sales by end market and customer.

        Strong, long-term customer relationships.     We have successfully developed strong relationships with all of the primary North American commercial vehicle OEMs by offering a broad range of high quality products through targeted sales and marketing efforts. We have a dedicated sales force located near major customers such as DTNA, PACCAR, Volvo/Mack and Navistar with additional field personnel

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positioned throughout North America to service other OEMs, independent distributors and trucking fleets. In addition, our research and development personnel work closely with customer engineering groups to develop new proprietary products and improve existing products and manufacturing processes. The strength of our customer relationships is reflected by the fact that for over ten years our largest and most important products, wheel products, have been designated as standard equipment by the majority of the North American heavy- and medium-duty truck OEMs. We have long-term relationships with our larger customers, many of whom have purchased components from us or our predecessors for more than 45 years. We garner repeat business through our reputation for quality and our position as standard equipment on a variety of truck platforms.

        Significant and growing aftermarket presence.     The respective aftermarket portions of our business represent a less cyclical, recurring and higher margin portion of our business, and we have recently increased our efforts to further penetrate this market and gain market share. In 2009, we created a new aftermarket division as part of our operational restructuring initiatives. This initiative consolidated our aftermarket facilities into one business unit, improving our ability to service customers of all sizes. Within this newly-created division, we have a group of salespeople who provide aftermarket sales coverage for our various products, particularly wheels, wheel-ends, and seating assemblies.

        Modern and strategically located manufacturing facilities.     Our facilities are strategically located within relatively close proximity of many of our customers, facilitating more effective and efficient customer service, while reducing customer freight charges. Since 2006, we have invested over $80 million to expand, improve and optimize our facilities, including the wide use of robotics and increased automation. These investments have significantly lowered overall labor costs while still producing components of high quality. Our enhanced facilities have available capacity to meet projected demand for the vast majority of our products and require only modest capital expenditures to increase capacity selectively and lower overall manufacturing costs.

        Significant barriers to entry.     Our businesses have considerable barriers to entry, including the following: significant capital investment and research and development requirements; stringent OEM technical and manufacturing requirements; just-in-time delivery requirements to meet OEM volume demand; and strong name-brand recognition. Competition from non-U.S. manufacturers is constrained in the markets in which we compete due to factors including high shipping costs, quality concerns given the safety aspect of many of our products, the need to be responsive to order changes on short notice, unique North American design requirements and the small labor component of most of our products.

        Proven and experienced management team.     Our senior management team has almost 150 years of combined experience, including strong execution experience in cyclical manufacturing environments. The expertise and strength of our management team has resulted in tangible successes carrying out our restructuring program and maintaining our strong market presence and reputation as an industry leader.

Our Strategy

        We believe that our strong competitive position, in combination with the restructuring initiatives that we have implemented, will enable us to significantly benefit from the anticipated growth in the North American commercial vehicle market as the economy recovers. We are committed to enhancing our sales, profitability and cash flows through the following strategies:

         Enhance market position through organic growth and further product diversification. We have a multi-pronged growth strategy that includes initiatives to continue to increase market share, add new products and increase customer penetration. Our strategy is focused on providing customer-driven solutions that will strengthen our customer relationships and drive higher organic growth. We intend to leverage our position as a diverse supplier of commercial vehicle components to sell a broader line of

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products to existing customers and increase content per vehicle. We have and will continue to seek to expand our product offering to provide customers with value-added solutions, which we expect will include new technologies that improve performance and reliability when compared to existing product offerings. We intend to continue to diversify our end market exposure and further expand into adjacent markets such as bus, military and construction where we can add value to those businesses.

        Increase products under standard supplier arrangements.     We provide standard content to a majority of truck platforms at each of DTNA, PACCAR, and Navistar and trailer platforms at Wabash, Great Dane and Utility. We continue to focus on these relationships in order to become the standard supplier for additional products and truck platforms. We believe that we have opportunities to increase the number of platforms on which we are the standard supplier as well as the number of products for which we are the primary supplier. Such an increase in content per vehicle would allow us to gain market share and drive revenue growth both with and without increased OEM production levels. We also expect that an increase in our standard supplier positions will contribute to the continued growth of our aftermarket business.

        Expand truck aftermarket penetration.     The aftermarket segment represents a less cyclical, recurring and higher profit margin portion of our business. Effective May 2009, we implemented a consolidated aftermarket distribution strategy for our wheels, wheel-ends, seating, and newly-created Highway Original aftermarket brand. As a result, customers can now order steel and aluminum wheels, brake drums/rotors, automatic slack adjusters, seats, bumpers, fuel tanks, and battery boxes on one purchase order, improving freight efficiencies and inventory turns for our customers. We believe this capability provides a strategic advantage over our single product line competitors. The new aftermarket infrastructure enables us to expand direct shipments from our manufacturing plant to larger aftermarket customers utilizing a virtual distribution strategy that allows us to maintain and enhance our competitiveness by eliminating unnecessary freight and handling through the new distribution center. We seek to continue to expand our aftermarket penetration to leverage the large installed base for our products and increase the use of our replacement parts.

        Growth opportunities in military and specialty markets.     We have opportunities to broaden our product offering and leverage existing customer relationships to include additional truck parts, military applications and other industrial products using similar manufacturing processes. We believe these markets provide a robust growth opportunity as well as the opportunity to offset the cyclicality of our primary commercial vehicle market. Over the past five years, we have developed, tested and qualified approximately two dozen different military and specialty application wheels. We are currently a wheel supplier on several military and specialty platforms within the FHTV (Family of Heavy Tactical Vehicles), FMTV (Family of Medium Tactical Vehicles), and MRAP (Mine Resistant Ambush Protected) military vehicle categories, as well as ARFF (Airport Rescue Firefighting) vehicle platforms. Sales in the military and specialty markets increased from approximately $5 million in 2006 to over $30 million in 2009. We continue to vigorously pursue new business awards on additional military and specialty platforms and to broaden content on existing platforms beyond wheels to include other products. This growth initiative leverages our sales, engineering, and production resources to drive growth in the military and specialty segments. This initiative further aims to capture additional content at new and current customers producing military and specialty vehicles and equipment.

        Expand our geographic footprint through growth opportunities in international markets.     We intend to expand our geographic footprint to provide Accuride products to customers in Europe, South America and Asia. We believe that there are significant growth opportunities in these markets and we are currently exploring different alternatives. For instance, we have introduced our aluminum wheels in Europe and we are looking to expand our strong Accuride brand in Asia through potential joint ventures and strategic partnerships.

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        Continue to improve operational efficiency and cost position through business optimization.     We believe that we have a highly competitive cost structure. Over the past several years, we have reduced our fixed costs and increased our operating efficiencies, resulting in a lower fixed cost structure. We have streamlined operations through the addition of more efficient manufacturing capabilities, the consolidation and integration of some of our manufacturing plants and reduced headcount. Efficiency improvements have increased our manufacturing capacity, positioning us more favorably to meet the projected growth in North American truck demand. After emerging from Chapter 11 bankruptcy proceedings, we continue to be focused and disciplined in the management of our costs, working capital, and cash balance. One near-term objective is to improve average payment terms on our accounts payable to our vendors, which would lead to a significant cash flow improvement. Going forward, we plan to continue to lower our cost structure by focusing on initiatives to further reduce our fixed cost base as well as material and labor costs which may include continued rationalization and optimization of facilities, new product designs and automation. We expect that these actions will improve our competitive position and should enable us to improve profitability and cash flow as the market recovers.

Recent Developments

Reverse Stock Split

        On November 18, 2010, we completed a 1-for-10 reverse stock split of our common stock, which we refer to as the "reverse stock split." Pursuant to the reverse stock split, our stockholders received one share of our post-split common stock for every 10 shares of pre-split common stock held prior to the effectiveness of the reverse stock split and, if entitled, cash in lieu of any fractional shares that would otherwise have been issuable. In connection with the reverse stock split, we also proportionately reduced the number of authorized shares of our common stock and our preferred stock.

Conversion Offer

        On November 29, 2010, we settled a conversion offer, which we refer to as the "conversion offer," for our outstanding 7.5% Senior Convertible Notes due 2020, which we refer to as the "convertible notes," pursuant to which 97.1% of the then outstanding convertible notes were surrendered in the conversion. Convertible notes accepted for conversion in the conversion offer were converted at a conversion rate of 238.2119 shares of common stock per $1,000 principal amount of convertible notes, rounded down to the nearest whole number of shares, plus cash paid in lieu of fractional shares. Upon settlement of the conversion offer, an aggregate of 33,606,177 shares of common stock were issued to the surrendering noteholders. As of November 29, 2010, after completion of the conversion offer, $4,173,035 aggregate principal amount of convertible notes remained outstanding. On December 22 and 29, 2010, we completed two separate exchanges for a total of $4,172,628 aggregate principal amount of convertible notes and issued 993,968 shares of common stock to the holders of those convertible notes in connection therewith. As of January 13, 2011, $407 aggregate principal amount of convertible notes remain outstanding.

Listing on the New York Stock Exchange

        As of December 22, 2010, our common stock trades on the New York Stock Exchange, which we refer to as the "NYSE," under the symbol "ACW." Prior to December 22, 2010, our common stock traded on the OTC Bulletin Board under the symbols "ACUZ" and "ACUZD."

Corporate Information

        We are a Delaware-based corporation and the address of our principal executive office is 7140 Office Circle, Evansville, Indiana 47715. Our telephone number is (812) 962-5000. Our website address is www.accuridecorp.com. Information contained on our website is not part of this prospectus.

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The Exchange Offer

         The material terms of the exchange offer are summarized below. In addition, we urge you to read the detailed descriptions in the section of this prospectus titled "The Exchange Offer."

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Terms of the Exchange Notes

         The following is a brief summary of the terms of the exchange notes. The financial terms and covenants of the exchange notes are the same as the outstanding notes. For a more complete description of the terms of the exchange notes, please refer to the section entitled "Description of Exchange Notes."

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Summary Historical and Pro Forma Financial Information and Other Data

        The following table sets forth a summary of our historical consolidated financial information for each of the periods or at each date indicated. The summary historical consolidated statement of operations data for each of the fiscal years ended December 31, 2007, 2008 and 2009 and the balance sheet information as of December 31, 2008 and 2009 have been derived from our audited consolidated financial statements. The summary historical financial information for each of the nine-month periods ended September 30, 2009 and September 30, 2010 has been derived from our unaudited condensed consolidated financial statements and reflects all adjustments that, in the opinion of our management, are necessary for a fair presentation of such information. In the opinion of our management, all adjustments consisting of normal recurring accruals considered necessary for a fair presentation have been included. The results of operations for interim periods are not necessarily indicative of the operating results that may be expected for the entire year or any future period.

        In connection with our emergence from Chapter 11 bankruptcy proceedings and the implementation of the Plan of Reorganization, we implemented Fresh Start Accounting in accordance with ASC 852. We elected to adopt February 26, 2010 as the month end for our financial reporting purposes for application of Fresh Start Accounting. In accordance with the ASC 852 rules governing reorganizations, the midpoint of the range of our reorganization value was allocated to our assets and liabilities in conformity with the procedures specified by ASC 805, "Business Combinations." As a result of the application of Fresh Start Accounting, our financial statements prior to and including February 26, 2010 represent the operations of the Predecessor Company and are presented separately from the financial statements of the Successor Company. As a result of the application of Fresh Start Accounting, the financial statements prior to and including February 26, 2010 are not fully comparable with the financial statements for periods after February 26, 2010.

        As discussed in "Unaudited Pro Forma Condensed Consolidated Financial Information," our initial Fresh Start Accounting valuations are preliminary and have been made for purposes of developing the unaudited pro forma condensed consolidated financial information. The allocations of fair value are based upon preliminary valuation information and other studies that have not yet been completed due to the timing of the emergence from Chapter 11 bankruptcy proceedings and the volume and complexity of the analysis required. It is anticipated that these studies will conclude during the fourth quarter of 2010.

        We have prepared the summarized unaudited pro forma condensed consolidated financial information for the fiscal year ended December 31, 2009 and the nine-month period ended September 30, 2010 to give pro forma effect to (a) the Plan of Reorganization and adoption of Fresh Start Accounting and (b) the conversion offer as if these events had occurred on January 1, 2009.

        The summary historical unaudited pro forma condensed consolidated financial information set forth below are presented for informational purposes only, should not be considered indicative of actual results of operations that would have been achieved had the Plan of Reorganization and related events, our July 29, 2010 refinancing, which we refer to as the "refinancing," and the conversion offer have been consummated on the dates indicated, and do not purport to be indicative of our results of operations for any future period.

        All information included in the following tables should be read in conjunction with the sections titled "Capitalization," "Unaudited Pro Forma Condensed Consolidated Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," and with

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our audited and unaudited consolidated financial statements and related notes and other financial information, included elsewhere in this prospectus.

 

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RISK FACTORS

         You should consider carefully each of the following risks and all of the other information set forth in this prospectus before deciding whether to exchange outstanding notes for exchange notes in the exchange offer. If any of the following risks and uncertainties develops into actual events, those events could have a material adverse effect on our business, financial condition or results of operations.

Risks Related to Our Business and Industry

Our substantial leverage and significant debt service obligations could have a material adverse effect on our financial condition or our ability to fulfill our obligations and make it more difficult for us to fund our operations.

        As of September 30, 2010, the carrying value of our total indebtedness was $587.0 million, which includes $301.8 million of outstanding notes and $145.3 million of convertible notes recorded with a market valuation of $285.3 million. After completion of the conversion offer on November 29, 2010, which reduced the outstanding amount of convertible notes to approximately $4.2 million, the carrying value of our total indebtedness is approximately $310.0 million. Our substantial level of indebtedness could have important negative consequences to us, including:

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we may have difficulty satisfying our obligations with respect to our indebtedness;



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we may have difficulty obtaining financing in the future for working capital, capital expenditures, acquisitions or other purposes;



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our debt level increases our vulnerability to general economic downturns and adverse industry conditions;



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our debt level could limit our flexibility in planning for, or reacting to, changes in our business and in our industry in general;



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our leverage could place us at a competitive disadvantage compared to our competitors that have less debt; and



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our debt level and debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and industry.

Despite our substantial leverage, we and our subsidiaries will be able to incur more indebtedness. This could further exacerbate the risk immediately described above, including our ability to service our indebtedness.

        We and our subsidiaries may be able to incur additional indebtedness in the future. Although our ABL Facility and the indenture governing the outstanding notes contain restrictions on the incurrence of additional indebtedness, such restrictions are subject to a number of qualifications and exceptions, and under certain circumstances indebtedness incurred in compliance with such restrictions could be substantial. For example, we may incur additional debt to, among other things, finance future acquisitions, expand through internal growth, fund our working capital needs, comply with regulatory requirements, respond to competition or for general financial reasons alone. As of September 30, 2010, not giving effect to the conversion offer, our ABL Facility would have provided for additional borrowings of approximately $54.4 million. To the extent new debt is added to our and our subsidiaries' current debt levels, the risks described above would increase.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the exchange notes, and to fund planned capital expenditures and research and development efforts will depend on our

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ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control.

        Our business may not, however, generate sufficient cash flow from operations. Our currently anticipated cost savings and operating improvements may not be realized on schedule or at all. Also, future borrowings may not be available to us under our ABL Facility in an amount sufficient to enable us to pay our indebtedness or to fund other liquidity needs. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional equity capital or refinance all or a portion of our indebtedness, including these notes. We are unable to predict the timing of such sales or the proceeds which we could realize from such sales, or whether we would be able to refinance any of our indebtedness, including our ABL Facility, the convertible notes and the notes, on commercially reasonable terms or at all.

We are subject to a number of restrictive covenants, which, if breached, may restrict our business and financing activities.

        Our ABL Facility and the indenture that governs our outstanding notes impose, and the terms of any future indebtedness may impose, operating and other restrictions on our business operations. Such restrictions will affect, and in many respects limit or prohibit, among other things, our ability to:

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incur additional debt;



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pay dividends and make distributions;



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issue stock of subsidiaries;



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make certain investments;



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repurchase stock;



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create liens;



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enter into affiliate transactions;



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merge or consolidate; and



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transfer and sell assets.

        In addition, our ABL Facility includes other more restrictive covenants and prohibits us from prepaying our other indebtedness, including the convertible notes, while borrowings under our ABL Facility are outstanding. Our ABL Facility also 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 $10,000,000 or 15% of the total commitment under the ABL Facility. Due to the amount of our excess availability (as calculated under the ABL Facility), we are not currently in a compliance period and, therefore, we do not have to maintain a fixed charge coverage ratio, which is subject to change.

Current economic conditions, including those related to the credit markets and the commercial vehicle industry may have a material adverse effect on our business, results of operations or financial condition.

        Recent global market and economic conditions have been unprecedented and challenging with tighter credit conditions and recession in most major economies continuing into 2010. Continued concerns about the systemic impact of potential long-term and wide-spread recession, energy costs, geopolitical issues, the availability and cost of credit, and the global housing and mortgage markets have contributed to increased market volatility and diminished expectations for Western and emerging economies.

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        Furthermore, the commercial vehicle supply industry in which we operate has traditionally been highly competitive and cyclical, and, as a result, has experienced significant downturns in connection with, or in anticipation of, declines in general economic conditions. Accordingly, the general economic conditions have resulted in a severe downturn in the commercial vehicle supply industry resulting in a significant decline in our sales volume and necessitating our Chapter 11 bankruptcy filing in October 2009. We cannot accurately predict how prolonged this downturn may be.

        These economic conditions may impact our business in a number of ways, including:

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Limited Access to Capital Markets.   As a result of these overall market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Renewed turbulence in the U.S. and international markets and economies and prolonged declines in business and consumer spending may affect our ability to refinance maturing liabilities and access the capital markets to meet our liquidity needs.



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Availability of Trade Credit.   We currently maintain trade credit with certain of our key suppliers and utilize such credit to purchase significant amounts of raw materials and other supplies with payment terms. As conditions in the commercial vehicle supply industry have become less favorable, key suppliers have been seeking to shorten trade credit terms or to require cash in advance for payment. If a significant number of our key suppliers were to shorten or eliminate our trade credit, our inability to finance large purchases of our key supplies and raw materials would increase our costs and negatively impact our liquidity and cash flow.



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Lower Sales Uncertainty.   Current and future economic conditions may cause our customers to defer purchases or our customers may be unable to obtain sufficient credit to finance purchases of our products and meet their payment obligations to us. Certain of our customers may also need us to extend additional credit commitments. A continuation of the current credit crisis could require us to make difficult decisions between increasing our level of customer financing or potentially losing sales to these customers.



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Reduced Pricing.   Any continued reduction in consumer and commercial spending and competitive threats may drive us to reduce product pricing, which would have a negative impact on gross profit. Moreover, reduced revenues as a result of a softening of the economy may also reduce our working capital and interfere with our short term and long term strategies.

        The risks outlined above could have a material adverse effect on our business, results of operations or financial condition.

We rely on, and make significant operational decisions based in part upon, industry data and forecasts that may prove to be inaccurate.

        We continue to operate in a challenging economic environment and our ability to maintain liquidity may be affected by economic or other conditions that are beyond our control and which are difficult to predict. The 2011 production forecasts by ACT Publications for the significant commercial vehicle markets that we serve, as of December 10, 2010, are as follows:

        Based on the these production builds, we expect that our liquidity will be sufficient to fund currently anticipated working capital, capital expenditures, and debt service requirements for at least the next twelve months. However, if our net sales are significantly less than expectations, given the volatility and the calendarization of the production builds as well as the other markets that we serve, or

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due to the challenging credit markets, we could have insufficient liquidity, which could have a material adverse effect on our business, results of operations or financial condition.

The failure to realize cost savings under our cost restructuring plan could adversely affect our business.

        During 2008 and 2009, and continuing into 2010, we implemented various cost reduction initiatives in response to, among other things, significant downturns in our industry. These initiatives have included aligning our workforce in response to slowdowns in the industry and consolidating certain of our facilities. We have recorded pre-tax restructuring expenses to cover costs associated with our cost reduction initiatives. We cannot assure you that these cost reduction initiatives will sufficiently help in returning us to profitability. Because our restructuring activities involve changes to many aspects of our business, the cost reductions could adversely impact productivity and sales to an extent we have not anticipated. Even if these activities generate the anticipated cost savings, there may be other unforeseeable and unintended factors or consequences that could adversely impact our profitability and business, including unintended employee attrition.

We have experienced significant historical, and may experience significant future, operating losses and net income losses which may hinder our ability to meet our debt service or working capital requirements.

        As of September 30, 2010, we had stockholders' equity of $34.3 million (and after giving completion of the conversion offer on November 29, 2010, we had stockholders' equity of $307.4 million). We had operating income of $29.6 million in 2007 and operating losses of $276.6 million in 2008 and $65.1 million in 2009 and net income loss of $8.6 million in 2007, $328.3 million in 2008 and $140.1 million in 2009. Even with the reduction in indebtedness through our recent reorganization under Chapter 11 and the conversion offer, future losses may continue. We cannot assure you that we will recognize net income in future periods. If we cannot generate net income or sufficient operating profitability, we may not be able to meet our debt service or working capital requirements.

We are dependent on sales to a small number of our major customers and on our status as standard supplier on certain truck platforms of each of our major customers.

        Sales, including aftermarket sales, to Navistar, PACCAR, DTNA, and Volvo/Mack, constituted approximately 19%, 16%, 14%, and 7%, respectively, of our 2009 net sales. No other customer accounted for more than 5% of our net sales for this period. The loss of any significant portion of sales to any of our major customers would likely have a material adverse effect on our business, results of operations or financial condition.

        We are a standard supplier of various components at a majority of our major customers, which results in recurring revenue as our standard components are installed on most trucks ordered from that platform, unless the end user specifically requests a different product, generally at an additional charge. The selection of one of our products as a standard component may also create a steady demand for that product in the aftermarket. We may not maintain our current standard supplier positions in the future, and may not become the standard supplier for additional truck platforms. The loss of a significant standard supplier position or a significant number of standard supplier positions with a major customer could have a material adverse effect on our business, results of operations or financial condition.

        We are continuing to engage in efforts intended to improve and expand our relations with each of Navistar, PACCAR, DTNA and Volvo/Mack. We have supported our position with these customers through direct and active contact with end users, trucking fleets, and dealers, and have located certain of our marketing personnel in offices near these customers and most of our other major customers. We may not be able to successfully maintain or improve our customer relationships so that these customers will continue to do business with us as they have in the past or be able to supply these customers or

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any of our other customers at current levels. The loss of a significant portion of our sales to Navistar, PACCAR, DTNA or Volvo/Mack could have a material adverse effect on our business, results of operations or financial condition. In addition, the delay or cancellation of material orders from, or problems at, Navistar, PACCAR, DTNA or Volvo/Mack, or any of our other major customers could have a material adverse effect on our business, results of operations or financial condition.

Increased cost or reduced supply of raw materials and purchased components may adversely affect our business, results of operations or financial condition.

        Our business is subject to the risk of price increases and fluctuations and periodic delays in the delivery of raw materials and purchased components that are beyond our control. Our operations require substantial amounts of raw steel, aluminum, steel scrap, pig iron, electricity, coke, natural gas, sheet and formed steel, bearings, purchased components, fasteners, foam, fabrics, silicon sand, binders, sand additives, coated sand, and tube steel. Fluctuations in the delivery of these materials may be driven by the supply/demand relationship for material, factors particular to that material or governmental regulation for raw materials such as electricity and natural gas. In addition, if any of our suppliers seeks bankruptcy relief or otherwise cannot continue its business as anticipated or we cannot renew our supply contracts on favorable terms, the availability or price of raw materials could be adversely affected. Fluctuations in prices and/or availability of the raw materials or purchased components used by us, which at times may be more pronounced during periods of higher truck builds, may affect our profitability and, as a result, have a material adverse effect on our business, results of operations or financial condition. In addition, as described above, a shortening or elimination of our trade credit by our suppliers may affect our liquidity and cash flow and, as a result, have a material adverse effect on our business, results of operations or financial condition.

        We use substantial amounts of raw steel and aluminum in our production processes. Although raw steel is generally available from a number of sources, we have obtained favorable sourcing by negotiating and entering into high-volume contracts with third parties with terms ranging from one to two years. We obtain raw steel and aluminum from various third-party suppliers. We may not be successful in renewing our supply contracts on favorable terms or at all. A substantial interruption in the supply of raw steel or aluminum or inability to obtain a supply of raw steel or aluminum on commercially desirable terms could have a material adverse effect on our business, results of operations or financial condition. We are not always able, and may not be able in the future, to pass on increases in the price of raw steel or aluminum to our customers on a timely basis or at all. In particular, when raw material prices increase rapidly or to significantly higher than normal levels, we may not be able to pass price increases through to our customers on a timely basis, if at all, which could adversely affect our operating margins and cash flow. Any fluctuations in the price or availability of raw steel or aluminum may have a material adverse effect on our business, results of operations or financial condition.

        Steel scrap and pig iron are also major raw materials used in our business to produce our wheel-end and industrial components. Steel scrap is derived from, among other sources, junked automobiles, industrial scrap, railroad cars, agricultural and heavy machinery, and demolition steel scrap from obsolete structures, containers and machines. Pig iron is a low-grade cast iron that is a product of smelting iron ore with coke and limestone in a blast furnace. The availability and price of steel scrap and pig iron are subject to market forces largely beyond our control, including North American and international demand for steel scrap and pig iron, freight costs, speculation and foreign exchange rates. Steel scrap and pig iron availability and price may also be subject to governmental regulation. We are not always able, and may not be able in the future, to pass on increases in the price of steel scrap and pig iron to our customers. In particular, when raw material prices increase rapidly or to significantly higher than normal levels, we may not be able to pass price increases through to our customers on a timely basis, if at all, which could have a material adverse effect on our operating

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margins and cash flow. Any fluctuations in the price or availability of steel scrap or pig iron may have a material adverse effect on our business, results of operations or financial condition.

Our business is affected by the seasonality and regulatory nature of the industries and markets that we serve.

        Our operations are typically seasonal as a result of regular customer maintenance and model changeover shutdowns, which typically occur in the third and fourth quarter of each calendar year. This seasonality may result in decreased net sales and profitability during the third and fourth fiscal quarters and have a material adverse effect on our business, results of operations or financial condition. In addition, federal and state regulations (including engine emissions regulations, tariffs, import regulations and other taxes) may have a material adverse effect on our business and are beyond our control.

Cost reduction and quality improvement initiatives by OEMs could have a material adverse effect on our business, results of operations or financial condition.

        We are primarily a components supplier to the heavy- and medium-duty truck industries, which are characterized by a small number of OEMs that are able to exert considerable pressure on components suppliers to reduce costs, improve quality and provide additional design and engineering capabilities. Given the fragmented nature of the industry, OEMs continue to demand and receive price reductions and measurable increases in quality through their use of competitive selection processes, rating programs, and various other arrangements. We may be unable to generate sufficient production cost savings in the future to offset such price reductions. OEMs may also seek to save costs by relocating production to countries with lower cost structures, which could in turn lead them to purchase components from local suppliers with lower production costs. Additionally, OEMs have generally required component suppliers to provide more design engineering input at earlier stages of the product development process, the costs of which have, in some cases, been absorbed by the suppliers. Future price reductions, increased quality standards and additional engineering capabilities required by OEMs may reduce our profitability and have a material adverse effect on our business, results of operations or financial condition.

We operate in highly competitive markets.

        The markets in which we operate are highly competitive. We compete with a number of other manufacturers and distributors that produce and sell similar products. Our products primarily compete on the basis of price, manufacturing and distribution capability, product design, product quality, product delivery and product service. Some of our competitors are companies, or divisions, units or subsidiaries of companies that are larger and have greater financial and other resources than we do. For these reasons, our products may not be able to compete successfully with the products of our competitors. In addition, our competitors may foresee the course of market development more accurately than we do, develop products that are superior to our products, have the ability to produce similar products at a lower cost than we can, or adapt more quickly than we do to new technologies or evolving regulatory, industry, or customer requirements. As a result, our products may not be able to compete successfully with their products. In addition, OEMs may expand their internal production of components, shift sourcing to other suppliers, or take other actions that could reduce the market for our products and have a negative impact on our business. We may encounter increased competition in the future from existing competitors or new competitors. We expect these competitive pressures in our markets to remain strong.

        In addition, potential competition from foreign truck components suppliers, especially in the aftermarket, may lead to an increase in truck components imports into North America, adversely affecting our market share and negatively affecting our ability to compete. At present, competition from non-U.S. manufacturers is constrained in the markets in which we compete due to factors such as

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high shipping costs. However, if the cost of fuel goes down, shipping costs would be significantly reduced, increasing the likelihood that foreign manufacturers will seek to increase their sales of truck components in North American markets. Foreign truck components suppliers, including those in China, may in the future increase their currently modest share of the markets for truck components in which we compete. Some of these foreign suppliers may be owned, controlled or subsidized by their governments, and their decisions with respect to production, sales and exports may be influenced more by political and economic policy considerations than by prevailing market conditions. In addition, foreign truck components suppliers may be subject to less restrictive regulatory and environmental regimes that could provide them with a cost advantage relative to North American suppliers. Therefore, there is a risk that some foreign suppliers, including those in China, may increase their sales of truck components in North American markets despite decreasing profit margins or losses. If future trade cases do not provide relief from such potential trade practices, U.S. protective trade laws are weakened or international demand for trucks and/or truck components decreases, an increase of truck component imports into the U.S. may occur, which could have a material adverse effect on our business, results of operations or financial condition.

We face exposure to foreign business and operational risks, including foreign exchange rate fluctuations, and if we were to experience a substantial fluctuation, our profitability may change.

        In the normal course of doing business, we are exposed to risks associated with changes in foreign exchange rates, particularly with respect to the Canadian dollar. From time to time, we use forward foreign exchange contracts, and other derivative instruments, to help offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities. We had no outstanding foreign exchange forward contract instruments open at September 30, 2010. Factors that could further impact the risks associated with changes in foreign exchange rates include the accuracy of our sales estimates, volatility of currency markets and the cost and availability of derivative instruments.

        In addition, changes in the laws or governmental policies in the countries in which we operate could have a material adverse effect on our business, results of operations or financial condition.

We may not be able to continue to meet our customers' demands for our products and services.

        We must continue to meet our customers' demand for our products and services. However, we may not be successful in doing so. If our customers' demand for our products and/or services exceeds our ability to meet that demand, we may be unable to continue to provide our customers with the products and/or services they require to meet their business needs. Factors that could result in our inability to meet customer demands include an unforeseen spike in demand for our products and/or services, a failure by one or more of our suppliers to supply us with the raw materials and other resources that we need to operate our business effectively or poor management of our company or one or more divisions or units of our company, among other factors. Our ability to provide our customers with products and services in a reliable and timely manner, in the quantity and quality desired and with a high level of customer service, may be severely diminished as a result. If this happens, we may lose some or all of our customers to one or more of our competitors, which would have a material adverse effect on our business, results of operations or financial condition.

        In addition, it is important that we continue to meet our customers' demands in the truck components industry for product innovation, improvement and enhancement, including the continued development of new-generation products, design improvements and innovations that improve the quality and efficiency of our products. Developing product innovations for the truck components industry has been and will continue to be a significant part of our strategy. However, such development will require us to continue to invest in research and development and sales and marketing. Our recent financial condition has constrained our ability to make such investments. In the future, we may not have sufficient resources to make such necessary investments, or we may be unable to make the

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technological advances necessary to carry out product innovations sufficient to meet our customers' demands. We are also subject to the risks generally associated with product development, including lack of market acceptance, delays in product development and failure of products to operate properly. We may, as a result of these factors, be unable to meaningfully focus on product innovation as a strategy and may therefore be unable to meet our customers' demand for product innovation.

Our products may be rendered obsolete or less attractive by changes in regulatory, legislative or industry requirements.

        Changes in regulatory, legislative or industry requirements may render certain of our products obsolete or less attractive. Our ability to anticipate changes in these requirements, especially changes in regulatory standards, will be a significant factor in our ability to remain competitive. We may not be able to comply in the future with new regulatory, legislative and/or industrial standards that may be necessary for us to remain competitive and certain of our products may, as a result, become obsolete or less attractive to our customers.

Equipment failures, delays in deliveries or catastrophic loss at any of our facilities could lead to production or service curtailments or shutdowns.

        We manufacture our products at 17 facilities and provide logistical services at our just-in-time sequencing facilities in the U.S. An interruption in production or service capabilities at any of these facilities as a result of equipment failure or other reasons could result in our inability to produce our products, which would reduce our net sales and earnings for the affected period. In the event of a stoppage in production at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control, delivery times to our customers could be severely affected. Any significant delay in deliveries to our customers could lead to increased returns or cancellations, expose us to damage claims from our customers and cause us to lose future sales. Our facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions or violent weather conditions. We may experience plant shutdowns or periods of reduced production as a result of equipment failure, delays in deliveries or catastrophic loss, which could have a material adverse effect on our business, results of operations or financial condition.

We may incur potential product liability, warranty and product recall costs.

        We are subject to the risk of exposure to product liability, warranty and product recall claims in the event any of our products results in property damage, personal injury or death, or does not conform to specifications. We may not be able to continue to maintain suitable and adequate insurance in excess of our self-insured amounts on acceptable terms that will provide adequate protection against potential liabilities. In addition, if any of our products proves to be defective, we may be required to participate in a recall involving such products. A successful claim brought against us in excess of available insurance coverage, if any, or a requirement to participate in any product recall, could have a material adverse effect on our business, results of operations or financial condition.

Work stoppages or other labor issues at our facilities or at our customers' facilities could have a material adverse effect on our operations.

        As of September 30, 2010, unions represented approximately 58% of our workforce. As a result, we are subject to the risk of work stoppages and other labor relations matters. Any prolonged strike or other work stoppage at any one of our principal unionized facilities could have a material adverse effect on our business, results of operations or financial condition. We have collective bargaining agreements with different unions at various facilities. These collective bargaining agreements expire at various times over the next few years, with the exception of our union contract at our Monterrey, Mexico facility, which expires on an annual basis. The 2010 negotiations in Monterrey, Elkhart, Erie

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and Rockford facilities have been completed. In 2011, we have collective bargaining agreements expiring at our Monterrey, Brillion, Elkhart and Livermore facilities. Any failure by us to reach a new agreement upon expiration of other union contracts may have a material adverse effect on our business, results of operations or financial condition.

        In addition, if any of our customers experience a material work stoppage, that customer may halt or limit the purchase of our products. This could cause us to curtail or shut down production facilities relating to these products, which could have a material adverse effect on our business, results of operations or financial condition.

We are subject to a number of environmental laws and regulations that may require us to make substantial expenditures or cause us to incur substantial liabilities.

        Our operations, facilities, and properties are subject to extensive and evolving laws and regulations pertaining to air emissions, wastewater and stormwater discharges, the handling and disposal of solid and hazardous materials and wastes, the investigation and remediation of contamination, and otherwise relating to health, safety, and the protection of the environment and natural resources. The violation of such laws can result in significant fines, penalties, liabilities or restrictions on operations. From time to time, we are involved in administrative or legal proceedings relating to environmental, health and safety matters, and have in the past incurred and will continue to incur capital costs and other expenditures relating to such matters. For example, we are involved in proceedings regarding alleged violations of air regulations at our Rockford facility and stormwater regulations at our Brillion facility, which could subject us to fines, penalties or other liabilities. In connection with such matters, we are negotiating with state authorities regarding certain capital improvements related to the underlying allegations. Based on current information, we do not expect that these matters will have a material adverse effect on our business, results of operations or financial conditions; however, we cannot assure you that these or any other future environmental compliance matters will not have such an effect.

        In addition to environmental laws that regulate our ongoing operations, we are also subject to environmental remediation liability. Under the federal Comprehensive Environmental Response, Compensation, and Liability Act, which we refer to as "CERCLA," and analogous state laws, we may be liable as a result of the release or threatened release of hazardous materials into the environment regardless of when the release occurred. We are currently involved in several matters relating to the investigation and/or remediation of locations where we have arranged for the disposal of foundry and other wastes. Such matters include situations in which we have been named or are believed to be potentially responsible parties in connection with the contamination of these sites. Additionally, environmental remediation may be required to address soil and groundwater contamination identified at certain of our facilities.

        As of September 30, 2010, we had an environmental reserve of approximately $1.5 million, related primarily to our foundry operations. This reserve is based on management's review of potential liabilities as well as cost estimates related thereto. The reserve takes into account the benefit of a contractual indemnity given to us by a prior owner of our wheel-end subsidiary. The failure of the indemnitor to fulfill its obligations could result in future costs that may be material. Any expenditures required for us to comply with applicable environmental laws and/or pay for any remediation efforts will not be reduced or otherwise affected by the existence of the environmental reserve. Our environmental reserve may not be adequate to cover our future costs related to the sites associated with the environmental reserve, and any additional costs may have a material adverse effect on our business, results of operations or financial condition. The discovery of additional environmental issues, the modification of existing laws or regulations or the promulgation of new ones, more vigorous enforcement by regulators, the imposition of joint and several liability under CERCLA or analogous state laws, or other unanticipated events could also result in a material adverse effect.

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        The Iron and Steel Foundry National Emission Standard for Hazardous Air Pollutants, which we refer to as the "NESHAP," was developed pursuant to Section 112(d) of the Clean Air Act and requires major sources of hazardous air pollutants to install controls representative of maximum achievable control technology. Based on currently available information, we do not anticipate material costs regarding ongoing compliance with the NESHAP; however if we are found to be out of compliance with the NESHAP, we could incur liability that could have a material adverse effect on our business, results of operations or financial condition.

Future climate change regulation may require us to make substantial expenditures or cause us to incur substantial liabilities.

        Many scientists, legislators and others attribute climate change to increased emissions of greenhouse gases, which we refer to as "GHGs," which has led to significant legislative and regulatory efforts to limit GHGs. There are bills pending in Congress that would limit and reduce GHG emissions through a cap-and-trade system of allowances and credits, under which emitters would be required to buy allowances to offset emissions. In addition, in late 2009, the U.S. Environmental Protection Agency, which we refer to as the "EPA," promulgated a rule requiring certain emitters of GHGs to monitor and report data with respect to their GHG emissions and in June 2010 promulgated a rule regarding future regulation of GHG emissions from stationary sources. Also, several states, including states in which we have facilities, are considering or have begun to implement various GHG registration and reduction programs. Certain of our facilities use significant amounts of energy and may emit amounts of GHGs above certain existing and/or proposed regulatory thresholds. GHG laws and regulations could increase the price of the energy we purchase, require us to purchase allowances to offset our own emissions, require us to monitor and report our GHG emissions or require us to install new emission controls at our facilities, any one of which could significantly increase our costs or otherwise negatively affect our business, results of operations or financial condition. In addition, future efforts to curb transportation-related GHGs could result in a lower demand for our products, which could negatively affect our business, results of operation or financial condition. While future GHG regulation appears increasingly likely, it is difficult to predict how these regulations will affect our business, results of operations or financial condition.

We might fail to adequately protect our intellectual property or third parties might assert that our technologies infringe on their intellectual property.

        The protection of our intellectual property is important to our business. We rely on a combination of trademarks, copyrights, patents, and trade secrets to provide protection in this regard, but this protection might be inadequate. For example, our pending or future trademark, copyright and patent applications might not be approved or, if allowed, they might not be of sufficient strength or scope. Conversely, third parties might assert that our technologies or other intellectual property infringe on their proprietary rights. Any intellectual property-related litigation could result in substantial costs and diversion of our efforts and, whether or not we are ultimately successful, the litigation could have a material adverse effect on our business, results of operations or financial condition.

Litigation against us could be costly and time consuming to defend.

        We are regularly subject to legal proceedings and claims that arise in the ordinary course of business, such as workers' compensation claims, OSHA investigations, employment disputes, unfair labor practice charges, customer and supplier disputes, and product liability claims arising out of the conduct of our business. Litigation may result in substantial costs and may divert management's attention and resources from the operation of our business, which could have a material adverse effect on our business, results of operations or financial condition.

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If a person unaffiliated with us were to acquire a substantial amount of our common stock or convertible notes, a change of control could occur.

        If a person is able to acquire a substantial amount of our common stock, a change of control could be triggered under Delaware General Corporation Law, our ABL Facility, the convertible notes indenture, or the indenture governing the notes. If a change of control under our ABL Facility, the convertible notes indenture or the indenture governing the notes was to occur, we would need to obtain a waiver from our lenders, holders of our convertible notes or holders of our notes, as applicable, or amend such debt instruments. Otherwise, the lenders or noteholders, as applicable, could accelerate the debt outstanding under such debt instruments. If we are unable to obtain a waiver or otherwise refinance this debt, our liquidity and capital resources would be significantly limited, and our business operations could be materially and adversely impacted.

If we fail to retain our executive officers, our business could be harmed.

        Our success largely depends on the efforts and abilities of our executive officers. Their skills, experience and industry contacts significantly contribute to the success of our business and our results of operations. The loss of any one of them could have a material adverse effect on our business, results of operations or financial condition. All of our executive officers are at will, but each of them has a severance agreement, as discussed directly below, other than our current Interim President and Chief Executive Officer. In addition, our future success and profitability will also depend, in part, upon our continuing ability to attract and retain highly qualified personnel throughout our company, including a permanent Chief Executive Officer.

We have entered into typical severance arrangements with certain of our senior management employees, which may result in certain costs associated with strategic alternatives.

        Severance and retention agreements with certain senior management employees provide that the participating executive is entitled to a regular severance payment if we terminate the participating executive's employment without "cause" or if the participating executive terminates his or her employment with us for "good reason" (as these terms are defined in the agreement) at any time other than during a "Protection Period." The regular severance benefit is equal to the participating executive's base salary for one year. A Protection Period begins on the date on which a "change in control" (as defined in the agreement) occurs and ends 18 months after a "change in control." A change in control within the meaning of the agreements occurred as a result of the implementation of the Plan of Reorganization for all then outstanding severance and retention agreements, which did not include the severance and retention agreement with Mr. Woodward entered into after our emergence from Chapter 11 bankruptcy proceedings.

        The change in control severance benefit is payable to an executive if his or her employment is terminated during the Protection Period either by the participating executive for "good reason" or by us without "cause." The change in control severance benefits for Tier II executives (Messrs. Gulda, Maniatis, Schomer, Woodward and Wright) consist of a payment equal to 200% of the executive's salary plus 200% of the greater of (i) the annualized incentive compensation to which the executive would be entitled as of the date on which the change of control occurs or (ii) the average incentive compensation award over the three years prior to termination. The change in control severance benefits for Tier III executives (other key executives) consist of a payment equal to 100% of the executive's salary and 100% of the greater of (i) the annualized incentive compensation to which the executive would be entitled as of the date on which the change of control occurs or (ii) the average incentive compensation award over the three years prior to termination. If the participating executive's termination occurs during the Protection Period, the severance and retention agreement also provides for the continuance of certain other benefits, including reimbursement for forfeitures under qualified plans and continued health, disability, accident and dental insurance coverage for the lesser of 18 months (or 12 months in the case of Tier III executives) from the date of termination or the date

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on which the executive receives such benefits from a subsequent employer. There are currently no Tier I executives with severance and retention agreements.

        Neither the regular severance benefit nor the change in control severance benefit is payable if we terminate the participating executive's employment for "cause," if the executive voluntarily terminates his or her employment without "good reason" or if the executive's employment is terminated as a result of disability or death. Any payments to which the participating executive may be entitled under the agreement will be reduced by the full amount of any payments to which the executive may be entitled due to termination under any other severance policy offered by us. These agreements would make it costly for us to terminate certain of our senior management employees and such costs may also discourage potential acquisition proposals, which may negatively affect our stock price.

Our strategic initiatives may be unsuccessful, may take longer than anticipated, or may result in unanticipated costs.

        Future strategic initiatives could include divestitures, acquisitions, and restructurings, the success and timing of which will depend on various factors. Many of these factors are not in our control. In addition, the ultimate benefit of any acquisition would depend on the successful integration of the acquired entity or assets into our existing business. Failure to successfully identify, complete, and/or integrate future strategic initiatives could have a material adverse effect on our business, results of operations or financial condition.

        Additionally, our strategy contemplates significant growth in international markets in which we have significantly less market share and experience than we have in our domestic operations and markets. An inability to penetrate these international markets could adversely affect our results of operations.

Risks Related to Our Emergence from Chapter 11 Bankruptcy Proceedings

Our actual financial results may vary significantly from the projections filed with the bankruptcy court, and investors should not rely on the projections.

        Neither the projected financial information that we previously filed with the bankruptcy court in connection with the Chapter 11 bankruptcy proceedings nor the financial information included in the Disclosure Statement filed with the bankruptcy court in connection with our Chapter 11 bankruptcy proceedings, which we refer to as the "Disclosure Statement," should be considered or relied on in connection with the exchange offer. We were required to prepare projected financial information to demonstrate to the bankruptcy court the feasibility of the Plan of Reorganization and our ability to continue operations upon emergence from Chapter 11 bankruptcy proceedings. This projected financial information was filed with the bankruptcy court as part of our Disclosure Statement approved by the bankruptcy court. The projections reflect numerous assumptions concerning our anticipated future performance and prevailing and anticipated market and economic conditions that were and continue to be beyond our control and that may not materialize. Projections are inherently subject to uncertainties and to a wide variety of significant business, economic and competitive risks. Our actual results will vary from those contemplated by the projections for a variety of reasons. Furthermore, the projections were limited by the information available to us as of the date of the preparation of the projections, including production forecasts published by ACT, which have substantially been revised (the revised numbers being included in this prospectus). Therefore, variations from the projections may be material, and investors should not rely on such projections.

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Because of the adoption of Fresh Start Accounting and the effects of the transactions contemplated by the Plan of Reorganization, financial information subsequent to February 26, 2010, will not be comparable to financial information prior to February 26, 2010.

        Upon our emergence from Chapter 11 bankruptcy proceedings, we adopted Fresh Start Accounting in accordance with the provisions of ASC 852, pursuant to which the midpoint of the range of our reorganization value was allocated to our assets and liabilities in conformity with the procedures specified by ASC 805, "Business Combinations." Accordingly, our financial statements subsequent to February 26, 2010 may not be comparable in many respects to our financial statements prior to February 26, 2010. The lack of comparable historical financial information may discourage investors from purchasing our securities.

Our emergence from Chapter 11 bankruptcy proceedings may limit our ability to offset future U.S. taxable income with tax losses and credits incurred prior to emergence from Chapter 11 bankruptcy proceedings.

        In connection with our emergence from Chapter 11 bankruptcy proceedings, we were able to retain a portion of our U.S. net operating loss and tax credit carryforwards, which refer to, collectively, as Tax Attributes. However, Internal Revenue Code, which we refer to as "IRC," Sections 382 and 383 provide an annual limitation with respect to the ability of a corporation to utilize its Tax Attributes against future U.S. taxable income in the event of a change in ownership. Our emergence from Chapter 11 bankruptcy proceedings is considered a change in ownership for purposes of IRC Section 382. In our situation, the limitation under the IRC will be based on the value of our equity (for purposes of the applicable tax rules) on or around the time of emergence, and increased to take into account the recognition of built-in gains. As a result, our future U.S. taxable income may not be fully offset by the Tax Attributes if such income exceeds our annual limitation, and we may incur a tax liability with respect to such income. In addition, subsequent changes in ownership for purposes of the IRC could further diminish our ability to utilize Tax Attributes.

We may be subject to claims that were not discharged in the Chapter 11 bankruptcy proceedings, which could have a material adverse effect on our results of operations and profitability.

        Substantially all of the claims against us that arose prior to the date of our bankruptcy filing were resolved during our Chapter 11 bankruptcy proceedings or are in the process of being resolved in the bankruptcy court as part of the claims reconciliation process. Although we anticipate that the remaining claims will be handled in due course with no material adverse effect to our business, financial operations or financial conditions, we cannot assure you that this will be the case or that the resolution of such claims will occur in a timely manner or at all. Subject to certain exceptions (such as certain employee and customer claims) and as set forth in the Plan of Reorganization, all claims against and interests in us and our domestic subsidiaries that arose prior to the initiation of our Chapter 11 bankruptcy proceedings are (1) subject to compromise and/or treatment under the Plan of Reorganization and (2) discharged, in accordance with the Bankruptcy Code and terms of the Plan of Reorganization. Pursuant to the terms of the Plan of Reorganization, the provisions of the Plan of Reorganization constitute a good faith compromise or settlement of all such claims and the entry of the order confirming the Plan of Reorganization or other orders resolving objections to claims constitute the bankruptcy court's approval of the compromise or settlement arrived at with respect to all such claims. Circumstances in which claims and other obligations that arose prior to our bankruptcy filing may not have been discharged include instances where a claimant had inadequate notice of the bankruptcy filing.

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Risks Related to the Exchange Notes and Other Indebtedness

The exchange notes will be structurally subordinated to all indebtedness of our existing or future subsidiaries that do not become guarantors of the notes.

        You will not have any claim as a creditor against any of our existing subsidiaries that are not guarantors of the exchange notes or against any of our future subsidiaries that do not become guarantors of the exchange notes. Debt and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will be effectively senior to your claims against those subsidiaries. The exchange notes are not secured by any of the assets of non-guarantor subsidiaries.

        For the nine-month period ended September 30, 2010, as adjusted to give effect to the refinancing, we and the guarantor subsidiaries collectively represented approximately $487.1 million of our combined net sales of $570.3 million, approximately $6.3 million of operating losses reducing our combined operating profit to $0.2 million and approximately $41.3 million of our combined Adjusted EBITDA of $51.1 million. At September 30, 2010, we and the guarantor subsidiaries collectively represented 83.5% of our total assets and 91.7% of our total liabilities, including trade payables, but excluding intercompany liabilities. For a reconciliation of Adjusted EBITDA to the closest related GAAP measure, net income (loss), see footnote (d) to "—Summary Historical and Pro Forma Financial Information and Other Data."

        In addition, the indenture governing the exchange notes will, subject to some limitations, permit these subsidiaries to incur additional indebtedness and will not contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries.

The pledge of the capital stock or other securities of our subsidiaries that will secure the exchange notes will automatically be released from the lien on them and no longer constitute Collateral for so long as the pledge of such capital stock or such other securities would require the filing of separate financial statements with the SEC for that subsidiary.

        The exchange notes and the guarantees will be secured by a first-priority security interest pledge of the stock of the guarantors. Under the SEC regulations in effect as of the issue date of the exchange notes, if the par value, book value as carried by us or market value (whichever is greatest) of the capital stock or other securities of a subsidiary pledged as part of the Collateral is greater than or equal to 20% of the aggregate principal amount of the notes then outstanding, such a subsidiary would be required to provide separate financial statements to the SEC. Therefore, the indenture governing the notes and the collateral documents provide that any capital stock and other securities of any of our subsidiaries will be excluded from the Collateral for so long as, and only to the extent that, the pledge of such capital stock or other securities to secure the notes would cause such subsidiary to be required to file separate financial statements with the SEC pursuant to Rule 3-16 of Regulation S-X (as in effect from time to time).

        As a result, holders of the exchange notes could lose a portion or all of their security interest in the capital stock or other securities of those subsidiaries during such period. It may be more difficult, costly and time-consuming for holders of the exchange notes to foreclose on the assets of a subsidiary than to foreclose on its capital stock or other securities, so the proceeds realized upon any such foreclosure could be significantly less than those that would have been received upon any sale of the capital stock or other securities of such subsidiary. See "Description of Exchange Notes—Security for the Notes."

Other secured indebtedness, including under our ABL Facility, will be effectively senior to the exchange notes to the extent of the value of the ABL Priority Collateral.

        Our ABL Facility is collateralized by a first-priority lien in the ABL Priority Collateral. We may also incur additional future indebtedness permitted by the indenture that is secured by a first priority lien on the ABL Priority Collateral. We have $75.0 million of undrawn availability under the ABL

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Facility. Under certain circumstances, the ABL Facility may be increased. See "Description of Other Indebtedness—ABL Facility." The exchange notes and the related guarantees will be secured, subject to permitted liens, by a second-priority lien in the ABL Priority Collateral. Holders of the indebtedness under our ABL Facility and any other indebtedness collateralized by a first-priority lien in the ABL Priority Collateral will be entitled to receive proceeds from the realization of value of the ABL Priority Collateral to repay such indebtedness in full before the holders of the exchange notes will be entitled to any recovery from such collateral. Accordingly, holders of the exchange notes will only be entitled to receive proceeds from the realization of value of the ABL Priority Collateral after all indebtedness and other obligations under our ABL Facility and any other obligations secured by first-priority liens on the ABL Priority Collateral are repaid in full. As a result, the exchange notes will be effectively junior in right of payment to indebtedness under our ABL Facility and any other indebtedness collateralized by a first-priority lien in the ABL Priority Collateral, to the extent of the realizable value of such collateral.

        In addition, we have the ability to incur debt that ranks equally with the exchange notes and, subject to certain limitations, secured equally and ratably with the exchange notes. If we incur any additional indebtedness that ranks equally with the exchange notes and is, subject to certain limitations, secured equally and ratably with the notes, the holders of that debt will be entitled to share ratably with holders of the exchange notes in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us. This may have the effect of reducing the amount of proceeds paid to you.

There may not be sufficient Collateral to pay all or any of the exchange notes.

        No appraisal of the value of the Collateral has been made in connection with this exchange offer and the fair market value of the Collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. Consequently, liquidating the Collateral securing the exchange notes may not produce proceeds in an amount sufficient to pay any amounts due on the exchange notes.

        The fair market value of the Collateral is subject to fluctuations based on factors that include, among others, the condition of our facilities, the conditions of the commercial vehicle components industry, the ability to sell the Collateral in an orderly sale, general economic conditions, the availability of buyers and similar factors. The amount received upon a sale of the Collateral would be dependent on numerous factors, including but not limited to the actual fair market value of the Collateral at such time and the timing and the manner of the sale. By its nature, portions of the Collateral may be illiquid and may have no readily ascertainable market value. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, we cannot assure you that the proceeds from any sale or liquidation of this Collateral will be sufficient to pay our obligations under the exchange notes. The rights of the holders of the exchange notes with respect to the Collateral securing the exchange notes will also be materially limited pursuant to the terms of an intercreditor agreement.

        To the extent that pre-existing liens, liens permitted under the indenture governing the notes and other rights, including liens on excluded assets, such as those securing purchase money obligations and capital lease obligations granted to other parties (in addition to the holders of obligations secured by first-priority liens), encumber any of the Collateral securing the exchange notes and the guarantees, those parties have or may exercise rights and remedies with respect to the Collateral that could adversely affect the value of the Collateral and the ability of the notes collateral agent, the trustee under the indenture governing the exchange notes or the holders of the exchange notes to realize or foreclose on the Collateral.

If there is a foreclosure on the Collateral securing the exchange notes, you may be subject to claims and liabilities under environmental laws and regulations.

        Lenders that hold a security interest in real property may be held liable under environmental laws and regulations for the costs of remediating or preventing releases or threatened releases of hazardous

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materials at or from the mortgaged property. While lenders that neither foreclose on nor participate in the management of a mortgaged property generally have not been subject to liability, lenders that take possession of a mortgaged property or that participate in the management of a mortgaged property may be liable for such costs of remediation and must carefully and strictly adhere to federal and state laws to avoid environmental liability. In this regard, the trustee for the exchange notes would need to evaluate the impact of these potential liabilities before determining to foreclose on the mortgaged facilities securing the exchange notes and exercising other available remedies. In addition, the notes collateral agent may decline to foreclose upon the mortgaged facilities or exercise other remedies available to the extent that it does not receive indemnification to its satisfaction from the holders of the notes.

The lien ranking provisions of the indenture governing the exchange notes and other agreements relating to the ABL Priority Collateral securing the exchange notes will limit the rights of holders of the exchange notes with respect to certain collateral, even during an event of default.

        The rights of the holders of the exchange notes with respect to the ABL Priority Collateral will be substantially limited by the terms of the lien ranking agreements set forth in the indenture governing the exchange notes and the intercreditor agreement, even during an event of default. Under the indenture governing the exchange notes and the intercreditor agreement, at any time that obligations that have the benefit of first-priority liens are outstanding, any actions that may be taken with respect to (or in respect of) such collateral, including the ability to cause the commencement of enforcement proceedings against such collateral and to control the conduct of such proceedings, and the approval of amendments to, releases of such collateral from the lien of, and waivers of past defaults under, such documents relating to such collateral, are at the direction of the holders of the obligations secured by the first-priority liens, and the holders of the exchange notes secured by lower priority liens may be adversely affected. See "Description of Exchange Notes—Control of Enforcement With Respect to the ABL Priority Collateral and Application of Proceeds of ABL Priority Collateral" and "Description of Exchange Notes—Amendment, Supplement and Waiver." Under the terms of the intercreditor agreement, at any time that obligations that have the benefit of the first-priority liens on the ABL Priority Collateral are outstanding, if the holders of such indebtedness release the ABL Priority Collateral for any reason whatsoever (other than any such release granted following the discharge of obligations with respect to the ABL Facility), including, without limitation, in connection with any sale of assets, the second-priority security interest in such ABL Priority Collateral securing the exchange notes will be automatically and simultaneously released without any consent or action by the holders of the exchange notes, subject to certain exceptions. The ABL Priority Collateral so released will no longer secure our and the guarantors' obligations under the exchange notes and the guarantees.

        In addition, because the holders of the indebtedness secured by first-priority liens in the ABL Priority Collateral control the disposition of the ABL Priority Collateral, such holders could decide not to proceed against the ABL Priority Collateral, regardless of whether there is a default under the documents governing such indebtedness or under the indenture governing the exchange notes. In such event, the only remedy available to the holders of the exchange notes would be to sue for payment on the exchange notes and the related guarantees. The indenture governing the exchange notes and the intercreditor agreement contain certain provisions benefiting holders of indebtedness under our ABL Facility, including provisions prohibiting the trustee and notes collateral agent from objecting following the filing of a bankruptcy petition to a number of important matters regarding the collateral and the financing to be provided to us. After such filing, the value of this collateral could materially deteriorate and holders of the exchange notes would be unable to raise an objection. In addition, the right of holders of obligations secured by first-priority liens to foreclose upon and sell such collateral upon the occurrence of an event of default also would be subject to limitations under applicable bankruptcy laws if we or any of our subsidiaries become subject to a bankruptcy proceeding. The intercreditor agreement also gives the holders of first-priority liens on the ABL Priority Collateral the right to access

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and use the collateral that secures the exchange notes to allow those holders to protect the ABL Priority Collateral and to process, store and dispose of the ABL Priority Collateral.

        The ABL Priority Collateral is also subject to any and all exceptions, defects, encumbrances, liens and other imperfections as may be accepted by the lenders under our ABL Facility and other creditors that have the benefit of first-priority liens on such collateral from time to time, whether on or after the date the notes and guarantees were issued. The existence of any such exceptions, defects, encumbrances, liens and other imperfections could adversely affect the value of the ABL Priority Collateral securing the exchange notes as well as the ability of the notes collateral agent to realize or foreclose on such collateral.

The trustee under the indenture governing the exchange notes may be unable to foreclose on the Collateral, or exercise associated rights, and pay you any amount due on the exchange notes.

        Under the indenture governing the exchange notes, if an event of default occurs, including defaults in payment of interest or principal on the exchange notes when due at maturity or otherwise, the trustee may accelerate the notes and, among other things, the notes collateral agent may initiate proceedings to foreclose on the Collateral and exercise associated rights. The right of the notes collateral agent to repossess and dispose of the Collateral after the occurrence of an event of default is likely to be significantly impaired or, at a minimum, delayed by applicable U.S. bankruptcy laws if a bankruptcy proceeding involving us or any of the guarantors were to be commenced prior to the trustee's disposition of the Collateral. For example, under applicable U.S. bankruptcy laws, a secured creditor is prohibited from repossessing and selling its collateral from a debtor in a bankruptcy case without bankruptcy court approval. Additionally, the consents of any third parties and approvals by government entities may not be given when required to facilitate a foreclosure on such assets and certain permits and licenses that are required to operate the facilities may not be transferable. Under any of these circumstances, you may not be fully compensated for your investment in the exchange notes in the event of a default by us.

The waiver in the intercreditor agreement of rights of marshaling may adversely affect the recovery rates of holders of the exchange notes in a bankruptcy or foreclosure scenario.

        The exchange notes and the guarantees will be secured on a second-priority lien basis by the ABL Priority Collateral. The intercreditor agreement provides that, at any time obligations having the benefit of the first-priority liens on the ABL Priority Collateral are outstanding, the holders of the exchange notes, the trustee under the indenture governing the exchange notes and the notes collateral agent may not assert or enforce any right of marshaling accorded to a junior lienholder, as against the holders of such indebtedness secured by first-priority liens in the ABL Priority Collateral. Without this waiver of the right of marshaling, holders of such indebtedness secured by first-priority liens in the ABL Priority Collateral would likely be required to liquidate collateral on which the exchange notes did not have a lien, if any, prior to liquidating the ABL Priority Collateral, thereby maximizing the proceeds of the ABL Priority Collateral that would be available to repay our obligations under the exchange notes. As a result of this waiver, however, the proceeds of sales of the ABL Priority Collateral could be applied to repay any indebtedness secured by first-priority liens in the ABL Priority Collateral before applying proceeds of other collateral securing indebtedness, and the holders of exchange notes may recover less than they would have if such proceeds were applied in the order most favorable to the holders of the exchange notes.

Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop for the exchange notes.

        The exchange notes are a new issue of securities for which there is no established public market. We do not intend to have the exchange notes listed on a national securities exchange or to arrange for quotation on any automated dealer quotation systems. Therefore, we cannot assure you as to the

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development or liquidity of any trading market for the exchange notes. The liquidity of any market for the exchange notes will depend on a number of factors, including:

•

the number of holders of exchange notes;



•

our operating performance and financial condition;



•

the market for similar securities;



•

the interest of securities dealers in making a market in the exchange notes; and



•

prevailing interest rates.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the exchange notes. We cannot assure you that the market, if any, for the exchange notes will be free from similar disruptions or that any such disruptions may not adversely affect the prices at which you may sell your exchange notes. Therefore, we cannot assure you that you will be able to sell your exchange notes at a particular time or the price that you receive when you sell will be favorable.

If a bankruptcy petition were filed by or against us, holders of exchange notes might receive less for their bankruptcy claim than they would have been entitled to receive under the indenture governing the exchange notes.

        The exchange notes will be treated as issued with original issue discount. In similar circumstances, bankruptcy courts have held that the amount of the original issue discount constitutes interest that accrues over the term of the notes. If a bankruptcy petition were filed by or against us under the United States Bankruptcy Code, the claim by any holder of the exchange notes for the principal amount of the exchange notes may be limited to an amount equal to the sum of:

•

the original issue price for the exchange notes; and



•

that portion of any original issue discount that does not constitute "unmatured interest" for purposes of the United States Bankruptcy Code.

        Any original issue discount that was not amortized as of the date of the bankruptcy filing would constitute unmatured interest. Accordingly, holders of the exchange notes under these circumstances may receive a lesser amount than they would be entitled to under the terms of the indenture governing the exchange notes, even if sufficient funds are available.

In the event of a bankruptcy of us or any of the guarantors, holders of the notes may be deemed to have an unsecured claim to the extent that our obligations in respect of the notes exceed the fair market value of the Collateral securing the notes.

        In any bankruptcy proceeding with respect to us or any of the guarantors, it is possible that the bankruptcy trustee, the debtor-in-possession or competing creditors will assert that the fair market value of the Collateral with respect to the notes on the date of the bankruptcy filing was less than the then-current principal amount of the notes. Upon a finding by the bankruptcy court that the notes are under-collateralized, the claims in the bankruptcy proceeding with respect to the notes would be bifurcated between a secured claim in an amount equal to the value of the Collateral and an unsecured claim with respect to the remainder of its claim which would not be entitled to the benefits of security in the Collateral. Other consequences of a finding of under-collateralization would be, among other things, a lack of entitlement on the unsecured portion of the notes to receive post-petition interest and a lack of entitlement on the part of the unsecured portion of the notes to receive "adequate protection" under federal bankruptcy laws. In addition, if any payments of post-petition interest had been made at any time prior to such a finding of under-collateralization, those payments would be recharacterized by the bankruptcy court as a reduction of the principal amount of the secured claim with respect to the notes.

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Your rights in the Collateral may be adversely affected by the failure to perfect security interests in certain Collateral acquired in the future.

        Applicable law requires that certain property and rights acquired after the grant of a general security interest can be perfected only at the time the property and rights are acquired and identified. There can be no assurance that the collateral or security agent under our ABL Facility, the trustee or the notes collateral agent will monitor, or that we will inform the collateral or security agent under our ABL Facility or the trustee or the notes collateral agent of the future acquisition of property and rights that constitute Collateral, and that the necessary action will be taken to properly perfect the security interest in such after-acquired Collateral. The notes collateral agent has no obligation to monitor the acquisition of additional property or rights that constitute Collateral or the perfection of any security interest in favor of the notes against third parties.

State law may limit the ability of the notes collateral agent, trustee and the holders of the notes to foreclose on the real property and improvements included in the Collateral.

        The exchange notes will be secured by, among other things, liens on real property and improvements located in the states of Indiana, Illinois, Kentucky, Ohio, Tennessee, Texas, Virginia, Washington and Wisconsin. The laws of those states may limit the ability of the trustee and the holders of the exchange notes to foreclose on the improved real property Collateral located in those states. Laws of those states govern the perfection, enforceability and foreclosure of mortgage liens against real property interests which secure debt obligations such as the notes. These laws may impose procedural requirements for foreclosure different from and necessitating a longer time period for completion than the requirements for foreclosure of security interests in personal property. Debtors may have the right to reinstate defaulted debt (even if it has been accelerated) before the foreclosure date by paying the past due amounts and a right of redemption after foreclosure. Governing laws may also impose security first and one form of action rules, which rules can affect the ability to foreclose or the timing of foreclosure on real and personal property collateral regardless of the location of the collateral and may limit the right to recover a deficiency following a foreclosure.

        You and the trustee also may be limited in your ability to enforce a breach of the "no liens" and "no transfers or assignments" covenants. Some decisions of state courts have placed limits on a lender's ability to prohibit and to accelerate debt secured by real property upon breach of covenants prohibiting sales or assignments or the creation of certain junior liens or leasehold estates, and the lender may need to demonstrate that enforcement of such covenants is reasonably necessary to protect against impairment of the lender's security or to protect against an increased risk of default. Although the foregoing court decisions may have been preempted, at least in part, by certain federal laws, the scope of such preemption, if any, is uncertain. Accordingly, a court could prevent the trustee and the holders of the notes from declaring a default and accelerating the notes by reason of a breach of this covenant, which could have a material adverse effect on the ability of holders to enforce the covenant.

The mortgages and title policies with respect to real property constituting Collateral are subject to certain exceptions.

        The mortgages and title insurance policies with respect to the real property constituting Collateral are subject to certain exceptions, which exceptions may have a significant adverse effect on the value of the Collateral or any recovery under the title insurance policies that were delivered for the mortgaged real properties.

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Your rights in the Collateral may be adversely affected by the failure to perfect security interests in such collateral and other issues generally associated with the realization of security interests in such Collateral.

        Generally, a security interest or valid lien in tangible and intangible assets can only be granted and properly perfected, and the priority of such security interest or lien can only be retained, if certain actions are undertaken by the applicable secured party. The security interests and liens in all Collateral from time to time owned by us or the guarantors may not be validly created, perfected, or the priority retained, with respect to the exchange notes and the guarantees if the notes collateral agent has not taken the actions necessary to validly create, perfect or retain priority of any of those security interests or liens. The inability or failure of the notes collateral agent to take all actions necessary to validly create, properly perfect and retain priority of security interests or liens on the Collateral may result in the loss of, or the loss of priority of, the security interest or lien for your benefit, to which you would have been entitled had such valid creation and perfection of such security interests or liens been effectuated, or the priority of such security interests or liens been retained, by the notes collateral agent.

In the event of a bankruptcy, the ability of the holders of the exchange notes to realize upon the Collateral will be subject to certain bankruptcy law limitations.

        The ability of holders of the exchange notes to realize upon the Collateral will be subject to certain bankruptcy law limitations in the event of a bankruptcy. Under applicable federal bankruptcy laws, secured creditors are prohibited from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from a debtor in a bankruptcy case, without bankruptcy court approval. Moreover, applicable federal bankruptcy laws generally permit the debtor to continue to retain collateral even though the debtor is in default under the applicable debt instruments, provided generally that the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to the circumstances, but is intended in general to protect the value of the secured creditor's interest in the collateral at the commencement of the bankruptcy case and may include cash payments or the granting of additional security, if and at such times as the presiding court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition of the collateral during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term "adequate protection" and the broad discretionary powers of a U.S. bankruptcy court, we cannot predict whether payments under the exchange notes would be made following commencement of and during a bankruptcy case, whether or when the trustee under the indenture governing the exchange notes could foreclose upon or sell the Collateral or whether or to what extent holders of exchange notes would be compensated for any delay in payment or loss of value of the Collateral through the provision of "adequate protection."

There are circumstances other than repayment or discharge of the notes under which the Collateral securing the exchange notes and guarantees will be released automatically, without your consent or the consent of the trustee.

        Under various circumstances, all or a portion of the Collateral may be released, including:

•

to enable the sale, transfer or other disposal of such Collateral in a transaction not prohibited under the indenture governing the notes or the ABL Facility, including the sale of stock or assets of any entity that owns or holds such Collateral;



•

with respect to Collateral held by a guarantor, upon the release of such guarantor from its guarantee (including upon a sale of the guarantor); and



•

as disclosed above, with respect to any ABL Priority Collateral, upon any release by the lenders under our ABL Facility of their first-priority security interest in such ABL Priority Collateral

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(other than any such release granted following the discharge of the obligations with respect to the ABL Facility).

        The indenture governing the exchange notes also permits us to designate one or more of our restricted subsidiaries that is a guarantor of the exchange notes as an unrestricted subsidiary. If we designate a guarantor as an unrestricted subsidiary, all of the liens on any Collateral owned by such subsidiary or any of its subsidiaries and any guarantees of the exchange notes by such subsidiary or any of its subsidiaries will be released under the indenture governing the exchange notes but not under the ABL Facility. Designation of an unrestricted subsidiary will reduce the aggregate value of the Collateral securing the exchange notes to the extent that liens on the assets of the unrestricted subsidiary and its subsidiaries are released. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries. See "Description of Exchange Notes."

The Collateral is subject to casualty risks.

        We intend to maintain insurance or otherwise insure against hazards in a manner appropriate and customary for our business. There are, however, certain losses that may be either uninsurable or not economically insurable, in whole or in part. Insurance proceeds may not compensate us fully for our losses. If there is a complete or partial loss of any of the pledged Collateral, the insurance proceeds may not be sufficient to satisfy all of the secured obligations, including the exchange notes and the guarantees.

        In the event of a total or partial loss to any of the mortgaged facilities, certain items of equipment and inventory may not be easily replaced. Accordingly, even though there may be insurance coverage, the extended period needed to manufacture replacement units or inventory could cause significant delays. In addition, certain factors may prevent rebuilding facilities substantially as they exist today in the event of a casualty, which may have a material adverse effect on our business, results of operations or financial condition.

The Collateral is subject to condemnation risks, which may limit your ability to recover as a secured creditor for losses to the Collateral consisting of mortgaged facilities, and which may have a material adverse effect on our business, results of operations or financial condition.

        It is possible that all or a portion of the mortgaged facilities securing the exchange notes may become subject to a condemnation proceeding. In such event, we may be compensated for any total or partial loss of property but it is possible that such compensation will be insufficient to fully compensate us for our losses. In addition, a total or partial condemnation may interfere with our ability to use and operate all or a portion of the affected facility, which may have a material adverse effect on our business, results of operations or financial condition.

We may not be able to repurchase the exchange notes upon a change of control.

        Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of their principal amount, plus accrued and unpaid interest. We may not be able to repurchase the notes upon a change of control because we may not have sufficient funds. Further, we may be contractually restricted under the terms of our ABL Facility or other future senior debt from repurchasing all of the notes tendered by holders upon a change of control. Accordingly, we may not be able to satisfy our obligations to purchase your exchange notes unless we are able to refinance or obtain waivers under our ABL Facility or other senior debt, as applicable. Our failure to repurchase the notes upon a change of control would cause a default under the indenture governing the notes and a cross-default under our ABL Facility. Our ABL Facility also provides that a change of control under the ABL Facility will be a default that permits lenders to

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accelerate the maturity of borrowings under the ABL Facility and, if that debt is not paid, to enforce security interests in the collateral securing that debt, thereby limiting our ability to raise cash to purchase the exchange notes, and reducing the practical benefit of the offer-to-purchase provisions to the holders of the exchange notes. Any of our future debt agreements may contain similar provisions.

        In addition, the change of control provisions in the indenture governing the exchange notes may not protect you from certain important corporate events, such as a leveraged recapitalization (which would increase the level of our indebtedness), reorganization, restructuring, merger or other similar transaction, unless such a transaction constitutes a "Change of Control" under the indenture governing the exchange notes. Such a transaction may not involve a change in voting power or beneficial ownership or, even if it does, may not involve a change that constitutes a "Change of Control," as defined in the indenture governing the exchange notes, which would trigger our obligation to repurchase the exchange notes. Therefore, if an event occurs that does not constitute a "Change of Control," as defined in the indenture governing the exchange notes, we will not be required to make an offer to repurchase the exchange notes and you may be required to continue to hold your exchange notes despite the event.

        Furthermore, the definition of "Change of Control" includes a disposition of all or substantially all of our assets. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of "all or substantially all" of our assets. As a result, it may be unclear as to whether a change of control has occurred and whether you may require us to make an offer to repurchase the exchange notes in this circumstance.

        For further information on these limitations, see "Description of Other Indebtedness" and "Description of Exchange Notes—Repurchase at the Option of Holders—Change of Control."

Federal and state fraudulent transfer laws may permit a court to void the exchange notes and the guarantees. If that occurs, you may not receive any payments on the exchange notes.

        The issuance of the exchange notes and the guarantees may be subject to review under federal and state fraudulent transfer and conveyance statutes. While the relevant laws may vary from state to state, under these laws the payment of consideration will be a fraudulent conveyance if (1) we paid the consideration with the intent of hindering, delaying or defrauding creditors or (2) we or any of our guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the exchange notes or a guarantee and, in the case of (2) only, any of the following is also true:

•

we or any of our guarantors were or was insolvent or rendered insolvent by reason of the incurrence of the indebtedness; or



•

payment of the consideration left us or any of our guarantors with an unreasonably small amount of capital to carry on the business; or



•

we or any of our guarantors intended to, or believed that we or it would, incur debts beyond our or its ability to pay as they mature.

        If a court were to find that the issuance of the exchange notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the exchange notes or guarantee or subordinate the exchange notes or guarantee to presently existing and future debt that we or the guarantor may owe, or require the holders of the exchange notes to repay any amounts received with respect to the exchange notes or guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the exchange notes. Further, the voidance of the

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exchange notes could result in an event of default with respect to our other debt and that of our guarantors that could result in acceleration of the debt.

        Generally, an entity would be considered insolvent if, at the time it incurred debt:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets; or



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

        We cannot be certain as to the standards a court would use to determine whether or not we or the guarantors were solvent at the relevant time, or, regardless of the standard that a court were to use, that the issuance of the exchange notes and the guarantees would not be subordinated to our or any guarantor's other debt.

        If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit, and only indirectly for the benefit of the guarantor, the obligations of the applicable guarantor were incurred for less than fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor's other debt or take other action detrimental to the holders of the exchange notes.

The exchange notes will be treated as issued with original issue discount.

        The exchange notes will be treated as issued with original issue discount. U.S. holders will be required to include the original issue discount in gross income as ordinary income for U.S. federal income tax purposes in advance of the receipt of cash payments to which the income is attributable, regardless of a holder's method of tax accounting. See "Material United States Federal Income Tax Considerations—U.S. Holders—Original Issue Discount."

Risks Related to the Exchange Offer

You may have difficulty selling the outstanding notes you do not exchange.

        If you do not exchange your outstanding notes for exchange notes in the exchange offer, you will continue to be subject to the restrictions on transfer of your outstanding notes as described in the legend on the global notes representing the outstanding notes. There are restrictions on transfer of your outstanding notes because we issued the outstanding notes under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may only offer or sell the outstanding notes if they are registered under the Securities Act and applicable state securities laws or offered and sold under an exemption from, or in a transaction not subject to, these requirements. We do not intend to register any outstanding notes not tendered in the exchange offer and, upon consummation of the exchange offer, except under limited circumstances, you will not be entitled to any rights to have your untendered outstanding notes registered under the Securities Act. In addition, the trading market, if any, for the remaining outstanding notes may be adversely affected depending on the extent to which outstanding notes are tendered and accepted in the exchange offer.

Broker-dealers and others may need to comply with the registration and prospectus delivery requirements of the Securities Act.

        Any broker-dealer that (1) exchanges its outstanding notes in the exchange offer for the purpose of participating in a distribution of the exchange notes or (2) resells exchange notes that were received

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by it for its own account in the exchange offer may be deemed to have received restricted securities and will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the exchange notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

You may not receive exchange notes in the exchange offer if the exchange offer procedure is not followed.

        We will issue the exchange notes in exchange for your outstanding notes only if you tender the outstanding notes and deliver a properly completed and duly executed letter of transmittal and other required documents before expiration of the exchange offer. You should allow sufficient time to ensure timely delivery of the necessary documents. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of outstanding notes for exchange. If you are the beneficial holder of outstanding notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender outstanding notes in the exchange offer, you should promptly contact the person in whose name your outstanding notes are registered and instruct that person to tender your outstanding notes on your behalf.

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THE EXCHANGE OFFER

Purpose and Effect

        In connection with the sale by us of the outstanding notes on July 29, 2010, we and the guarantors entered into a registration rights agreement, dated July 29, 2010, with the initial purchasers of the outstanding notes, which requires that we use our commercially reasonable efforts to file with the SEC within 150 days of the issuance of the outstanding notes, and to cause to become effective within 240 days of the issuance of the outstanding notes a registration statement under the Securities Act with respect to the exchange notes and, upon effectiveness of that registration statement, to offer to the holders of the outstanding notes the opportunity to exchange their outstanding notes for a like principal amount of exchange notes. The exchange notes will be issued without a restrictive legend and generally may be reoffered and resold without registration under the Securities Act. The registration rights agreement further provides that we must use our commercially reasonable efforts to complete the exchange offer within 270 days after the effective date of our registration statement.

        Except as described below, upon the completion of the exchange offer, our obligations with respect to the registration of the outstanding notes will terminate. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part, and below is a summary of the material provisions of the registration rights agreement. For a more complete understanding of the registration rights agreement, we encourage you to read the actual agreement as it, and not this description, governs your rights as holders of the outstanding notes. As a result of the timely filing and the effectiveness of the registration statement, we will not have to pay certain additional interest on the outstanding notes provided in the registration rights agreement, provided that the exchange offer is completed by March 28, 2011. Following the completion of the exchange offer, holders of outstanding notes that are not tendered will not have any further registration rights other than as set forth in the paragraphs below, and those outstanding notes will continue to be subject to certain restrictions on transfer. Accordingly, the liquidity of the market for the outstanding notes could be adversely affected upon consummation of the exchange offer.

        In order to participate in the exchange offer, a holder must represent to us, among other things, that:

•

any exchange notes to be received by the holder will be acquired in the ordinary course of business;



•

the holder has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes in violation of the provisions of the Securities Act;



•

the holder is not an "affiliate" (within the meaning of Rule 405 under Securities Act) of us; and



•

if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making or other trading activities, then the holder will deliver a prospectus in connection with any resale of the exchange notes.

        In the event that:

•

we and the guarantors are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy;



•

the exchange offer is not for any other reason completed by 270 days after the issuance of the outstanding notes; or



•

any holder (other than a broker-dealer electing to exchange outstanding notes, acquired for its own account as a result of market making activities or other trading activities, for exchange notes, who we refer to as an "exchanging dealer") is not eligible to participate in the exchange

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offer or, in the case of any holder (other than an exchanging dealer) that participates in the exchange offer, the holder does not receive freely tradable exchange notes on the date of the exchange,

we must use commercially reasonable efforts to cause to be filed a "shelf" registration statement for a continuous offering in connection with the outstanding notes pursuant to Rule 415 under the Securities Act.

        Based on an interpretation by the SEC's staff set forth in no-action letters issued to third parties unrelated to us, we believe that, with the exceptions set forth below, exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by the holder of exchange notes without compliance with the registration and prospectus delivery requirements of the Securities Act, unless the holder:

•

acquired the exchange notes other than in the ordinary course of the holder's business;



•

has an arrangement with any person to engage in the distribution of exchange notes;



•

is an "affiliate" of ours within the meaning of Rule 405 under the Securities Act; or



•

is a broker-dealer who purchased outstanding notes directly from us for resale under Rule 144A or Regulation S or any other available exemption under the Securities Act.

        Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes cannot rely on this interpretation by the SEC's staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution." Broker-dealers who acquired outstanding notes directly from us and not as a result of market-making activities or other trading activities may not rely on the SEC's staff's interpretations discussed above or participate in the exchange offer and must comply with the prospectus delivery requirements of the Securities Act in order to sell the outstanding notes.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all outstanding notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on February 14, 2011 or such date and time to which we extend the offer. Outstanding notes may be tendered only in minimum denominations of $2,000 in principal amount and integral multiples of $1,000 in excess thereof. We will issue $1,000 in principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes accepted in the exchange offer. Holders may tender some or all of their outstanding notes pursuant to the exchange offer.

        The exchange notes will evidence the same debt as the outstanding notes and will be issued under the terms of, and entitled to the benefits of, the applicable indenture relating to the outstanding notes.

        As of the date of this prospectus, $310.0 million aggregate principal amount of outstanding notes were outstanding and there was one registered holder, a nominee of The Depository Trust Company. This prospectus, together with the letter of transmittal, is being sent to the registered holder and to others believed to have beneficial interests in the outstanding notes. We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated under the Exchange Act.

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        We will be deemed to have accepted validly tendered outstanding notes when, as and if we have given written notice thereof to Deutsche Bank, the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us. If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events set forth under the heading "—Conditions to the Exchange Offer" or otherwise, certificates for any such unaccepted outstanding notes will be returned, without expense, to the tendering holder of those outstanding notes promptly after the expiration date unless the exchange offer is extended.

        Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes in the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, applicable to the exchange offer. See "—Fees and Expenses."

Expiration Date; Extensions; Amendments

        The expiration date shall be 5:00 p.m., New York City time, on February 14, 2011, unless we, in our sole discretion, extend the exchange offer, in which case the expiration date shall be the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent and each registered holder of any extension by press release or other public announcement prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right, in our sole discretion:

•

to delay accepting any outstanding notes, to extend the exchange offer or, if any of the conditions set forth under "—Conditions to Exchange Offer" shall not have been satisfied, to terminate the exchange offer, by giving written notice of that delay, extension or termination to the exchange agent, or



•

to amend the terms of the exchange offer in any manner.

        If we make a fundamental change to the terms of the exchange offer, we will file a post-effective amendment to the registration statement.

Procedures for Tendering Outstanding Notes

        The tender to us of outstanding notes by a holder pursuant to one of the procedures set forth below and the acceptance thereof by us will constitute a binding agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

        Except as set forth below, a holder that wishes to tender outstanding notes for exchange notes must transmit, on or prior to the expiration date, a properly completed and duly executed letter of transmittal, or an "agent's message" in lieu of a letter of transmittal, and all other documents required by the letter of transmittal to the exchange agent at the address set forth below under the heading "—Exchange Agent." In addition, either:

•

the exchange agent must receive certificates for such outstanding notes along with the letter of transmittal; or



•

the exchange agent must receive, a timely confirmation of a book-entry transfer, which we refer to as a "book-entry confirmation," of such outstanding notes into the exchange agent's account at DTC pursuant to the book-entry transfer procedure described below under the caption "—Book-Entry Transfer"; or



•

the holder must comply with the guaranteed delivery procedures described below.

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        Letters of transmittal, certificates for outstanding notes and other documents must be sent to the exchange agent and not to us.

        The term "agent's message" means a message, transmitted by DTC to and received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgement from the tendering participant that such participant has received and agrees to be bound by the letter of transmittal and that we may enforce such letter of transmittal against such participant.

         The method of delivery of outstanding notes, the letter of transmittal and other required documents to the exchange agent is at the option and sole risk of the holder, and delivery will be deemed made only when these items are actually received by the exchange agent. If delivery is to be made other than by hand or facsimile transmission, registered mail with return receipt requested, properly insured, or overnight delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery to the exchange agent.

        Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on the beneficial owner's behalf.

        Signatures on a letter of transmittal must be guaranteed unless the outstanding notes tendered pursuant thereto are tendered (1) by the registered holder(s) of such outstanding notes and the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal has not been completed or (2) for the account of any firm that is an "eligible institution." An eligible institution includes, among others, a commercial bank, broker, dealer, credit union and national securities exchange. In all other cases, an eligible institution must guarantee signatures on a letter of transmittal.

        If the letter of transmittal is signed by a person other than a registered holder (or less than all registered holders) of any outstanding notes tendered therewith, the certificates for such outstanding notes must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name of the registered holder(s) appears on the outstanding notes, and such signatures must be guaranteed by an eligible institution.

        If the letter of transmittal or any certificates for outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to us of their authority to act in such a capacity.

        All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tendered outstanding notes will be resolved by us, and our determination of such questions will be final and binding on all parties. We reserve the absolute right to reject any or all tenders that are not in proper form or the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any irregularities or conditions in any tender of particular outstanding notes, whether or not we waive similar irregularities or conditions in tenders of other outstanding notes. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Neither we or our affiliates or assigns nor the exchange agent or any other person will be under any duty to give notification of any irregularities in tenders or will incur any liability for any failure to give such notification. Tenders of outstanding notes will not be deemed to have been made until all irregularities have been cured or waived. Any outstanding notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be promptly returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal.

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        Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See "Plan of Distribution."

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the outstanding notes at DTC for purposes of the exchange offer within two business days after the date of the Exchange Agent Agreement entered into between the Company and the exchange agent. Any financial institution that is a participant in DTC's systems may make book-entry delivery of outstanding notes by causing DTC to transfer those outstanding notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. Although delivery of outstanding notes may be effected through book-entry transfer into the exchange agent's account at DTC, an agent's message must in any case be transmitted to and received by the exchange agent on or prior to the expiration date, or the guaranteed delivery procedures described below must be complied with. DTC's Automated Tender Offer Program, which we refer to as "ATOP," is the only method of processing exchange offers through DTC. To accept the exchange offer through ATOP, participants in DTC must send electronic instructions to DTC through DTC's communication system instead of sending a signed, hard copy letter of transmittal. DTC is obligated to communicate those electronic instructions to the exchange agent (the agent's message). To tender outstanding notes through ATOP, the electronic instructions sent to DTC and transmitted by DTC to the exchange agent must contain the character by which the participant acknowledges its receipt of and agrees to be bound by the letter of transmittal. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent.

Guaranteed Delivery Procedures

        If a registered holder of the outstanding notes desires to tender outstanding notes and the outstanding notes are not immediately available, or time will not permit that holder's outstanding notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

•

the tender is made through an eligible institution;



•

prior to the expiration date, the exchange agent receives from that eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by telegram, fax transmission, mail or hand delivery, setting forth the name and address of the holder of outstanding notes and the amount of outstanding notes tendered, stating that the tender is being made by guaranteed delivery and guaranteeing that within three NYSE trading days after the date of execution of the notice of guaranteed delivery, the letter of transmittal (or a copy thereof), together with certificates for all physically tendered outstanding notes (or a book-entry confirmation and an agent's message, as the case may be), in proper form for transfer, will be deposited by the eligible institution with the exchange agent; and



•

a properly executed letter of transmittal (or a copy thereof), as well as the certificates for all physically tendered outstanding notes, in proper form for transfer, or a book-entry confirmation and an agent's message, as the case may be, are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal Rights

        Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

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        For a withdrawal of a tender of outstanding notes to be effective, a written notice of withdrawal or, for DTC participants, an electronic ATOP transmission, must be received by the exchange agent at its address set forth under the heading "—Exchange Agent" prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

•

specify the name of the person having deposited the outstanding notes to be withdrawn, whom we refer to as the "depositor";



•

identify the outstanding notes to be withdrawn, including the certificate number or numbers and principal amount of the outstanding notes;



•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which the outstanding notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of the outstanding notes into the name of the person withdrawing the tender; and



•

specify the name in which any the outstanding notes are to be registered, if different from that of the depositor.

        If the outstanding notes to be withdrawn have been delivered or otherwise identified to the exchange agent, a signed notice of withdrawal is effective immediately upon written or facsimile notice of such withdrawal even if physical release is not yet effected.

        Any permitted withdrawal of outstanding notes may not be rescinded. Any outstanding notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer. However, properly withdrawn outstanding notes may be retendered by following one of the procedures described in this prospectus under the caption "The Exchange Offer—Procedures for Tendering Outstanding Notes" at any time prior to the expiration date.

        All questions as to the validity, form, eligibility and time of receipt of the notices will be determined by us, whose determination shall be final and binding on all parties. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to the holder of those outstanding notes without cost to that holder promptly after withdrawal, rejection of tender, or termination of the exchange offer.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any outstanding notes and may terminate or amend the exchange offer if at any time before the acceptance of those outstanding notes for exchange or the exchange of the exchange notes for those outstanding notes, we determine that the exchange offer violates any applicable law or applicable interpretation of the staff of the SEC.

        The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time prior to the expiration of the exchange offer in our sole discretion. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right that may be asserted at any time and from time to time prior to the expiration of the exchange offer.

        In addition, we will not accept for exchange any outstanding notes tendered, and no exchange notes will be issued in exchange for those outstanding notes, if at the time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part. We are required to use commercially reasonable efforts to obtain the withdrawal of any stop order at the earliest possible time.

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Accounting Treatment

        The exchange notes will be recorded at the same carrying value as the outstanding notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer. The expenses of the exchange offer that we pay will be recognized in our statement of operations in accordance with generally accepted accounting principles.

Exchange Agent

        All executed letters of transmittal should be directed to the exchange agent. Deutsche Bank has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

        By Registered or Certified Mail, Hand Delivery or Overnight Courier:

DB Services Americas, Inc.
MS JCK01-0218
5022 Gate Parkway, Suite 200
Jacksonville, FL 32256
DB.Reorg@db.com
Fax: (615) 866-3889
Information: (800) 735-7777 (Option #1)

        Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.

Fees and Expenses

        We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include accounting, legal, printing, and related fees and expenses.

Transfer Taxes

        Holders who tender their outstanding notes for exchange will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to register exchange notes in the name of, or request that outstanding notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those outstanding notes.

Effect of Not Tendering

        Holders of the outstanding notes do not have any appraisal or dissenters' rights in the exchange offer. Participation in the exchange offer is voluntary, and any outstanding notes that are not tendered or that are tendered but not accepted will remain subject to the restrictions on transfer. Since the outstanding notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of a specific exemption from registration. Upon the completion of the exchange offer, we will have no further obligations, except under limited circumstances, to provide for registration of the outstanding notes under the federal securities laws. See "The Exchange Offer—Purpose and Effect."

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USE OF PROCEEDS

        The exchange offer is intended to satisfy our obligations under the registration rights agreement, dated July 29, 2010, by and among us, the guarantors and the initial purchasers of the outstanding notes. We will not receive any proceeds from the issuance of the exchange notes in the exchange offer. We will receive in exchange outstanding notes in like principal amount. We will retire or cancel all of the outstanding notes tendered in the exchange offer.

        On July 29, 2010, we used the net proceeds from the offering of the outstanding notes to refinance existing indebtedness and to pay related fees and expenses.

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CAPITALIZATION

        The following table sets forth our cash position and capitalization as of September 30, 2010, on an unaudited actual basis and on an as adjusted basis giving effect to (a) our previously completed Refinancing and (b) the conversion offer. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes and other financial information included elsewhere in this prospectus.

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(1)

Cash balance reflects fees associated with the completion of conversion offer.

(2)

Our ABL Facility provides for borrowings of up to $75.0 million. Under certain circumstances, the ABL Facility may be increased to up to $100.0 million in the aggregate. See "Description of Other Indebtedness."

(3)

Represents $310.0 million aggregate principal amount of the senior secured notes less approximately $8.2 million of original issue discount.

(4)

Represents $145.3 million aggregate principal amount of convertible notes outstanding recorded at fair value of $285.3 million in accordance with GAAP.

(5)

Represents $4.2 million aggregate principal amount of convertible notes outstanding after completion of the conversion offer on November 29, 2010 recorded at fair value of $8.2 million.

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RATIO OF EARNINGS TO FIXED CHARGES

        The following table presents our historical ratios of earnings to fixed charges for the periods indicated.

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(1)

The term "fixed charges" means the sum of (a) interest expensed and capitalized and (b) amortized premiums, discounts and capitalized expenses related to indebtedness. The term "earnings" means the sum of (a) pre-tax income from continuing operations and (b) fixed charges.

(2)

Earnings were inadequate to cover fixed charges by $11.8 million, $332.9 million, $137.7 million for the years ended December 31, 2007, 2008 and 2009, respectively.

(3)

Earnings were inadequate to cover fixed charges by $11.0 million for the Successor Period from February 26, 2010 through September 30, 2010.

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SELECTED FINANCIAL INFORMATION AND OTHER DATA

        The following table sets forth our selected historical consolidated financial information for each of the periods or as of the date indicated. The selected historical consolidated statement of operations data for each of the fiscal years ended December 31, 2007, 2008 and 2009 and the balance sheet data as of December 31, 2008 and 2009 have been derived from our audited consolidated financial statements. The selected statement of operations data for the fiscal years ended December 31, 2005 and 2006 and the balance sheet data as of December 31, 2005, 2006 and 2007 have been derived from our audited consolidated financial statements not included herein. The selected financial information for each of the nine-month periods ended September 30, 2009 and September 30, 2010 has been derived from our unaudited condensed consolidated financial statements and reflects all adjustments that, in the opinion of our management, are necessary for a fair presentation of such information. In the opinion of our management, all adjustments consisting of normal recurring accruals considered necessary for a fair presentation have been included. The results of operations for interim periods are not necessarily indicative of the operating results that may be expected for the entire year or any future period.

        In connection with our emergence from Chapter 11 bankruptcy proceedings and the implementation of the Plan of Reorganization, we implemented Fresh Start Accounting in accordance with ASC 852. We elected to adopt February 26, 2010 as the month end for our financial reporting purposes for application of Fresh Start Accounting. In accordance with the ASC 852 rules governing reorganizations, the midpoint of the range of our reorganization value was allocated to our assets and liabilities in conformity with the procedures specified by ASC 805, "Business Combinations." As a result of the application of Fresh Start Accounting, our financial statements prior to and including February 26, 2010 represent the operations of the Predecessor Company and are presented separately from the financial statements of the Successor Company. As a result of the application of Fresh Start Accounting, the financial statements prior to and including February 26, 2010 are not fully comparable with the financial statements for periods after February 26, 2010.

        On November 18, 2010, after approval by our stockholders at a special meeting of our stockholders, we completed the reverse stock split. Pursuant to the reverse stock split, the number of shares of our common stock outstanding was reduced from approximately 126.3 million to approximately 12.6 million. Our earnings per share and outstanding share information is adjusted to reflect the effect of the 1-for-10 reverse stock split.

        All information included in the following tables should be read in conjunction with the sections titled "Use of Proceeds," "Capitalization," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," and with our audited and unaudited consolidated financial statements and related convertible notes and other financial information, included elsewhere in this prospectus.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        We have prepared the unaudited pro forma condensed consolidated financial information of Accuride for the fiscal year ended December 31, 2009 and for the nine-month period ended, and as of, September 30, 2010 in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed consolidated statement of operations is derived from the historical consolidated financial statements of Accuride and gives pro forma effect to (a) the Plan of Reorganization and adoption of Fresh Start Accounting and (b) the conversion offer as if these events had occurred on January 1, 2009.

Basis of Presentation

        The following information should be read in conjunction with "Selected Financial Information and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Risk Factors," "Capitalization" and the consolidated financial statements and related notes and other financial information, included elsewhere in this prospectus. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of operating results that would have been achieved if the transactions identified above had occurred on the dates indicated, nor does it purport to represent the results we will obtain in the future.

        Our initial Fresh Start Accounting valuations are preliminary and have been made solely for purposes of developing the unaudited pro forma condensed consolidated financial information. The allocations of fair value are based upon preliminary valuation information and other studies that have not yet been completed due to the timing of the emergence from Chapter 11 bankruptcy proceedings and the volume and complexity of the analysis required. It is anticipated that these studies will conclude during the fourth quarter of 2010. Due to the status of the allocation of our enterprise value, the revaluation of our assets and liabilities is subject to change from the presentation in the unaudited pro forma condensed consolidated financial statements below.

        Management has prepared the accompanying unaudited pro forma statement of operations for the fiscal year ended December 31, 2009 and for the nine-month period ended September 30, 2010 in accordance with Article 11 of Regulation S-X for inclusion in this prospectus.

        The accounting policies used in the preparation of the unaudited pro forma consolidated financial statements are those disclosed in the unaudited condensed consolidated financial statements of Accuride for the fiscal year ended December 31, 2009 and for the nine-month period ended, and as of, September 30, 2010.

Chapter 11 Proceedings

        On October 8, 2009, Accuride and its domestic subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with the bankruptcy court. On November 18, 2009, we filed our Plan of Reorganization and the related disclosure statement with the bankruptcy court. All classes of creditors entitled to vote voted to approve the Plan of Reorganization. On February 18, 2010, the bankruptcy court confirmed the Plan of Reorganization and on the Effective Date we emerged from Chapter 11 bankruptcy proceedings.

        Under the Plan of Reorganization, as of the Effective Date:

•

Our prepetition common stock, all other equity interests and the $275.0 million aggregate principal amount of our prepetition senior subordinated notes were cancelled.



•

We emerged with a new capital structure, consisting of the following:



•

Our postpetition senior credit facility of approximately $311.1 million (including undrawn letters of credit, which undrawn letters of credit would be converted to loans if they are drawn);

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•

$140.0 million aggregate principal amount of convertible notes, for which the first six interest payments will be PIK interest; and



•

126,294,882 shares of common stock and warrants to purchase an additional 22,058,824 shares of common stock, exercisable at an exercise price of $2.10 per share through February 26, 2012, which we refer to as the "warrants."

        Our convertible notes were issued pursuant to a rights offering offered to the holders of our prepetition senior subordinated notes. The rights offering enjoyed broad participation with 99% of the $140.0 million convertible notes successfully subscribed to by participants in the rights offering. The backstop providers received the remaining unsubscribed portion.

        As a result of the implementation of the Plan of Reorganization, our overall debt was reduced from $690.5 million to $593.8 million (which includes our $140.0 million convertible notes with a market valuation of $284.8 million as of the Effective Date), or approximately 14%, and our annual cash interest payments were reduced from $41.1 million to $30.1 million, or approximately 27%.

Impact of Emergence from Chapter 11 Proceedings

        In connection with our emergence from Chapter 11 bankruptcy proceedings and the implementation of the Plan of Reorganization, we implemented Fresh Start Accounting in accordance with ASC 852. We elected to adopt February 26, 2010 as the month end for our financial reporting purposes for application of Fresh Start Accounting. In accordance with the ASC 852 rules governing reorganizations, the midpoint of the range of our reorganization value was allocated to our assets and liabilities in conformity with the procedures specified by ASC 805, "Business Combinations." As a result of the application of Fresh Start Accounting, our financial statements prior to and including February 26, 2010 represent the operations of the Predecessor Company and are presented separately from the financial statements of the Successor Company. Also as a result of the application of Fresh Start Accounting, the financial statements prior to and including February 26, 2010 are not fully comparable with the financial statements for periods after February 26, 2010.

        We have prepared the unaudited pro forma condensed consolidated financial data for the fiscal year ended December 31, 2009 and for the nine-month period ended September 30, 2010 to give pro forma effect to the Plan of Reorganization, Fresh Start Accounting and related events as if they had occurred at the beginning of the period presented with respect to consolidated statements of operations data. The summary historical unaudited pro forma condensed consolidated financial data set forth below are presented for informational purposes only, should not be considered indicative of actual results of operations that would have been achieved had the Plan of Reorganization, Fresh Start Accounting and related events been consummated on the dates indicated, and do not purport to be indicative of our results of operations for any future period.

Impact of the Conversion Offer and Refinancing

        On November 29, 2010, we completed the conversion offer for our outstanding convertible notes. Prior to the completion of the conversion offer, on November 18, 2010, we completed the reverse stock split, which reduced the number of shares of our common stock from approximately 126.3 million to approximately 12.6 million. Convertible notes accepted for conversion in the conversion offer were converted at a conversion rate of 238.2119 shares of common stock per $1,000 principal amount of convertible notes, rounded down to the nearest whole number of shares, plus cash paid in lieu of fractional shares, which we refer to as the "conversion offer." Upon settlement of the conversion offer, an aggregate of 33,606,177 shares of common stock were issued to the surrendering noteholders and $141,076,966 principal amount of the convertible notes were cancelled, constituting approximately 97.1% of the outstanding principal amount of the convertible notes. As of November 29, 2010, $4,173,035 aggregate principal amount of convertible notes remains outstanding. According to ASC

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470-20, Debt with Conversion and Other Options , this inducement is required to be recognized as an expense in the statement of operations.

        The convertible notes are not listed on any national securities exchange and there is no established trading market for the convertible notes. Our common stock currently trades on the NYSE under the symbol "ACW." Prior to December 22, 2010, our common stock traded on the OTC Bulletin Board under the symbols "ACUZ" and "ACUZD."

        In connection with the conversion offer and the refinancing, we have prepared the unaudited pro forma, as adjusted, condensed consolidated financial data for the fiscal year ended December 31, 2009 and for the nine-month period ended September 30, 2010 to give pro forma effect to the conversion offer and the refinancing as if they had occurred at the beginning of the period presented with respect to consolidated statements of operations data. Excluded from the pro forma statements of operations is the inducement charge, as described above, since it is a non-recurring charge. The summary historical unaudited pro forma, as further adjusted, condensed consolidated financial data set forth below are presented for informational purposes only, should not be considered indicative of actual results of operations that would have been achieved had the conversion offer and the refinancing been consummated on the dates indicated, and do not purport to be indicative of our results of operations for any future period.

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        The preliminary effects of the conversion offer on our unaudited condensed consolidated balance sheet as of September 30, 2010 are as follows:

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The fair values above are based upon preliminary valuation information and other studies that have not yet been completed due to the timing of the emergence from Chapter 11 bankruptcy proceedings and the volume and complexity of the analysis required. It is anticipated that these studies will conclude during the fourth quarter of 2010.

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(c)

Amortization expense for the fiscal year ended December 31, 2009 and for the nine month period ended September 30, 2010, have been revised to reflect the preliminary allocations of intangible assets at fair value, as follows:

The fair values above are based upon preliminary valuation information and other studies that have not yet been completed due to the timing of the emergence from Chapter 11 bankruptcy proceedings and the volume and complexity of the analysis required. It is anticipated that these studies will conclude during the fourth quarter of 2010.

For the fiscal year ended December 31, 2009, operating expenses were adjusted to remove the $17,015 of prepetition professional fees and expenses we incurred related to our prepetition senior credit facility.

For the nine months ended September 30, 2010, operating expenses were adjusted to remove $6,627 of professional fees and expenses we incurred related to the bankruptcy.

(d)

For the fiscal year ended December 31, 2009, operating expenses were adjusted to remove $17,015 of prepetition professional fees and bankruptcy related expenses.

(e)

For the fiscal year ended December 31, 2009 and for the nine month period ended September 30, 2010, reflects pro forma interest expense resulting from our new capital structure upon emergence from Chapter 11 bankruptcy proceedings based on an assumed LIBOR of 400 basis points as follows:

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(1)  Reflects pro forma interest expense on our postpetition senior credit facility assuming an initial outstanding balance of $309.0 million at an interest rate of 9.75%.

(2)  Reflects pro forma interest expense on our convertible notes offered at an interest rate of 7.5%, net of the amortized discount, and accretion of the debt discount.

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For the fiscal year ended December 31, 2009 and for the nine month period ended September 30, 2010, reflects pro forma interest expense resulting from the conversion offer as follows:

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(1)  Reflects pro forma interest expense on our postpetition senior credit facility assuming an initial outstanding balance of $310.0 million at an interest rate of 9.50% and pro forma interest expense on the approximately 2.9 percent outstanding convertible notes.

(f)

Represents elimination of gains and losses due to the application of Statement of Financial Accounting Standard No. 133 to our convertible notes.

(g)

For the fiscal year ended December 31, 2009, reorganization items were adjusted to remove the professional fees and expenses incurred related to our Plan of Reorganization. For the nine month period ended September 30, 2010, reorganization items were adjusted to remove the net benefit recognized due to our discharge of debt on the Effective Date, net of other professional fees and expenses incurred.

(h)

Tax effect of pro forma adjustments at 39%.

(i)

Share and earnings per share are shown after giving effect to the 1-for-10 reverse stock split.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

         The following discussion and analysis of our financial condition and results of operations describes matters we consider important to understanding our results of operations for each of the fiscal years ended December 31, 2007, 2008 and 2009 and each of the nine-month periods ended September 30, 2009 and 2010, and our capital resources and liquidity as of December 31, 2009 and 2008, and September 30, 2010. The results of operations for the nine-month period ended September 30, 2010 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2010 or any interim period. This discussion should be read in conjunction with "Selected Financial Information and Other Data" and our consolidated financial statements and the notes thereto, all included elsewhere in this prospectus. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Many factors could cause actual results to differ from those contained in the forward-looking statements including, but not limited to, those discussed in "—Quantitative and Qualitative Disclosure about Market Risk," "Risk Factors" and elsewhere in this prospectus.

General Overview

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

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

        Our diversified customer base includes substantially all of the leading commercial vehicle OEMs, such as DTNA, PACCAR, Navistar and Volvo/Mack. Our primary commercial trailer customers include leading commercial trailer OEMs, such as Great Dane, Wabash and Utility. Our major light truck customer is General Motors Corporation. We have built relationships of more than 20 years with many of these leading OEM customers. Our product portfolio is supported by strong sales, marketing and design engineering capabilities with 17 strategically located, technologically-advanced manufacturing facilities across the U.S., Mexico and Canada.

Business Outlook

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

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        The heavy- and medium-duty truck and commercial trailer markets and the related aftermarket are the primary drivers of our sales. These markets are, in turn, directly influenced by conditions in the North American truck industry generally by conditions in other industries which indirectly impact the truck industry, such as the home-building industry, and by overall economic growth and consumer spending. Accordingly, the current economic conditions described above have led to a severe and ongoing downturn in the North American truck and vehicle supply industries, which resulted in a significant decline in our sales volume and necessitated our bankruptcy filings in October 2009, as described in "Unaudited Pro Forma Condensed Consolidated Financial Information—Chapter 11 Proceedings." Although current industry forecasts predict an increase in commercial vehicle production in 2010, we cannot accurately predict how prolonged the current downturn may be. This downturn may lead to further reduced spending and deterioration in the North American truck and vehicle supply industries for the foreseeable future. We emerged from Chapter 11 bankruptcy proceedings with reduced financial leverage and an improved capital structure, which we believe will better enable us to operate in this economic environment. However, we continue to be a highly leveraged company, and a delayed or failed economic recovery would continue to have a material adverse effect on our business, results of operations or financial condition.

        Using the commercial vehicle industry production forecasts by industry experts, we expect results from operations to improve in 2010 compared to 2009 due to increased demand for our product, improved operational efficiencies, and reduced fees and expenses related to our senior credit facilities.

Operational Restructuring

        During 2008, in response to the slow commercial vehicle market and the decline of sales, our management undertook a review of current operations that led to a comprehensive restructuring plan. During 2008, we approved a restructuring plan to more appropriately align our workforce in response to the relatively slow commercial vehicle market. In 2009, we announced additional restructuring actions that focused on the consolidation of several of our facilities.

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        Costs incurred in accordance with ASC 420-10, "Exit or Disposal Cost Obligations" are shown below by reportable segment:

        Of the $12.4 million restructuring expenses recognized in 2008, $7.4 million was recorded in cost of goods sold and the remaining $5.0 million was recorded in selling, general and administrative operating expenses. Of the $5.2 million restructuring expenses recorded in 2009, $4.2 million was recorded in cost of goods sold and the remaining $1.0 million was recorded in selling, general, and administrative operating expenses.

        The following is a reconciliation of the beginning and ending restructuring reserve balances for the fiscal years ended December 31, 2008 and 2009:

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(1)

Represents accretion of interest on discounted restructuring liabilities.

The remaining accrued liabilities as of December 31, 2009 will be paid during 2010.

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Results of Operations

        Allocations of fair value to tangible and intangible assets, goodwill, pension obligations and deferred taxes are based upon preliminary valuation information. The analysis will be completed during the fourth quarter of 2010.

        In connection with our emergence from Chapter 11 bankruptcy proceedings and the adoption of Fresh Start Accounting, the results of operations for 2010 separately present the 2010 Successor Period and the 2010 Predecessor Period. Although the 2010 Successor Period and the 2010 Predecessor Period are distinct reporting periods, the effects of emergence and Fresh Start Accounting did not have a material impact on the comparability of our results of operations between the periods. Accordingly, references to 2010 results of operations for the nine months ended September 30, 2010 combine the two periods in order to enhance the comparability of such information to the prior year. A summary of our operating results for the nine months ended September 30, 2010 and 2009 and as a percentage of net sales is shown below;

Comparison of Nine Months Ended September 30, 2010 to the Nine Months Ended September 30, 2009

        Net Sales.     Combined net sales for the nine months ended September 30, 2010, were $570.3 million, which was an increase of 34.5%, compared to net sales of $424.0 million for the nine months ended September 30, 2009. The increase was due to increased product demand from both our OEM and aftermarket customers.

        Gross Profit.     Gross profit increased $54.3 million to $47.2 million for the nine months ended September 30, 2010 due to the contribution from increased net sales, better capacity utilization with higher sales volumes and improvements in operating efficiencies.

        Interest Expense.     Net interest expense decreased $15.1 million to $31.9 million for the nine months ended September 30, 2010 from $47.0 million for the nine months ended September 30, 2009. This was mostly due to not recognizing interest related to our prepetition senior subordinated notes

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that were cancelled as part of our Plan of Reorganization and having a reduced net debt position as a result of our Plan of Reorganization.

        Market Valuation—Conversion Option on Convertible Notes.     In connection with accounting guidance following the emergence from Chapter 11, we record the conversion option on our convertible notes at fair value. Due to the change in value of the conversion option, we recorded income of $5.6 million during 2010. We expect these unrealized, non-cash gains or losses to continue for so long as the convertible notes remain outstanding as the fair value of the conversion options fluctuates.

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

        Net Income.     We had net income of $35.1 million for the nine months ended September 30, 2010 compared to a net loss of $100.5 million for the nine months ended September 30, 2009. The primary reasons for the improvement are the improved gross profit on higher sales volumes, the net of one-time items related to the debt discharge, and the non-cash market valuation income for the conversion option on our convertible notes.

Comparison of Fiscal Years Ended December 31, 2009 and 2008

        The following table sets forth certain income statement information for the fiscal years ended December 31, 2009 and 2008:

        Net Sales.     Net sales for the fiscal year ended December 31, 2009 were $570.2 million, which is a decrease of 38.8% compared to net sales of $931.4 million for the fiscal year ended December 31,

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2008. The decreases in our Wheels and Components segments were primarily a result of the significantly reduced demand in the commercial vehicle industry, caused by the deepening economic recession during 2009.

        Gross Profit (Loss).     Gross profit decreased $57.9 million to a loss of $2.3 million for the fiscal year ended December 31, 2009 from $55.6 million for the fiscal year ended December 31, 2008 primarily due to reduced sales and operating inefficiencies related to low production volume. Gross profit as a percent of sales dropped from 6.0% to (0.4)% due to our Wheels segment's gross margin of 16.6% in 2008 dropping to 8.8% in 2009 primarily due to production inefficiencies caused by reduced sales. Included in 2009 in our Components segment were $3.2 million of costs related to lease abandonment charges recognized related to consolidating our warehouses.

        Operating Expenses.     Operating expenses decreased $12.8 million to $42.4 million for the fiscal year ended December 31, 2009 from $55.2 million for the fiscal year ended December 31, 2008. This decrease was primarily due to reduced salary and incentive compensation due to lower headcount in 2009 as well as charges incurred in 2008 relating to $5.2 million of restructuring costs and $6.8 million of research and development costs.

        Interest Expense.     Net interest expense increased $8.4 million to $59.8 million for the fiscal year ended December 31, 2009 from $51.4 million for the fiscal year ended December 31, 2008. The increase was due to having a higher net debt position in 2009 along with higher interest rates and also related to bank fees for amendment and temporary waivers to our senior credit facilities in 2009. No interest expense was recognized subsequent to October 8, 2009 for our prepetition senior subordinated notes.

        Reorganization Items.     ASC 852 requires the recognition of certain transactions directly related to our Chapter 11 reorganization as reorganization expense in the statement of operations. The reorganization expense of $14.4 million for 2009 consisted of $10.8 million professional fees directly related to reorganization and a $3.6 million loss on deferred financing fees related to our prepetition senior subordinated notes that have been included in Liabilities Subject to Compromise. In addition, we incurred $17.0 million of prepetition professional fees in 2009 directly related to our reorganization, which we reported separately in the statement of operations.

        Income Tax Provision.     Income tax expense increased $7.0 million to $2.4 million in 2009 from a tax benefit recorded in 2008 of $4.6 million. Our provision for income taxes was significantly impacted by the recognition of additional valuation allowance of $54.1 million.

        Net Loss.     We had a net loss of $140.1 million for the fiscal year ended December 31, 2009 compared to a net loss of $328.3 million for the fiscal year ended December 31, 2008. The decrease to our Net Loss was primarily due to the pre-tax $277.0 million impairment recognized during 2008 partially offset by lower gross profits due to reduced net sales as well as reorganization costs recognized in 2009.

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Comparison of Fiscal Years Ended December 31, 2008 and 2007

        The following table sets forth certain income statement information for the fiscal years ended December 31, 2008 and 2007:

        Net Sales.     Net sales for the fiscal year ended December 31, 2008 were $931.4 million, which decreased 8.1% compared to net sales of $1,013.7 million for the fiscal year ended December 31, 2007. The decrease in net sales in our Wheels segment was primarily a result of the reduced demand in the commercial vehicle industry along with approximately $10.0 million of reduced pricing. Our Components segment increased net sales mostly due to approximately $42.0 million of price increases realized to offset increased material costs. The Other segment's revenues also increased due to other price increases realized to offset increased material costs.

        Gross Profit.     Gross profit decreased $30.9 million to $55.6 million for the fiscal year ended December 31, 2008 from $86.5 million for the fiscal year ended December 31, 2007 primarily due to reduced sales and operating inefficiencies related to low production volume. Gross profit as a percent of sales dropped from 8.5% to 6.0%, due to our Components segment's gross margin of 1.4% in 2007 dropping to a loss of 3.8% in 2008 primarily due to production inefficiencies caused by reduced sales. Included in 2008 were $7.4 million of severance and other expenses related to restructuring. Included in 2008 and 2007 in our Components segment were $7.7 million and $2.1 million, respectively, of costs related to a labor disruption at our Rockford, Illinois facility. Included in 2007 results in our Wheels segment are additional severance and other charges of $16.7 million primarily related to a reduction-in-force in our Canadian facility, accelerated depreciation of $12.8 million, and recognition of a gain of $3.8 million from an insurance settlement.

        Operating Expenses.     Operating expenses decreased $0.6 million to $55.2 million for the fiscal year ended December 31, 2008 from $55.8 million for the fiscal year ended December 31, 2007. This was primarily due to reduced salary and incentive compensation, partially offset by $5.0 million of restructuring costs and $4.3 million of research and development costs recognized in 2008 that are not expected to continue. During 2007, we incurred start-up costs for our facility in Alabama of

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$1.4 million and expenses of $0.5 million related to the secondary stock offerings by selling shareholders in 2007.

        Goodwill and Intangible Asset Impairments.     Due to the significant decline in our stock price resulting from overall economic and industry conditions, we determined that an indicator of impairment existed for both goodwill and other intangible assets as of June 30, 2008, and we recognized impairment charges of $212.2 million. Our annual impairment test was performed as of November 30, 2008, which also indicated impairment and resulted in recognizing additional impairment charges totaling $64.8 million. Such charges were non-cash and did not affect our liquidity, tangible equity or debt covenant ratios.

        Interest Expense.     Net interest expense increased $3.1 million to $51.4 million for the fiscal year ended December 31, 2008 from $48.3 million for the fiscal year ended December 31, 2007. The increase of expense is attributable to $5.7 million of losses from our interest rate swap agreements in 2008 compared to $0.3 million of gains in 2007, partially offset by a decrease in interest expense related to reduced debt and $1.6 million of costs incurred in 2007 related to amending our credit agreements.

        Income Tax Provision.     The $4.6 million of income tax benefits recorded in the fiscal year ended December 31, 2008, was $1.5 million higher than the $3.1 million income tax benefit recorded in the fiscal year ended December 31, 2007, which was mainly due to recognizing a valuation allowance against our deferred tax assets in 2008, partially offset by the decrease in pre-tax earnings. The differences between the effective rates and statutory rates for our U.S. and Mexico tax jurisdictions have not changed significantly.

        Net Loss.     We had a net loss of $328.3 million for the fiscal year ended December 31, 2008 compared to a net loss of $8.6 million for the fiscal year ended December 31, 2007. This was primarily a result of the lower gross profit due to the reduction in sales demand and the goodwill and other intangible asset impairments recognized during 2008.

Changes in Financial Condition

        At September 30, 2010, the Successor Company had total assets of $866.4 million, as compared to the Predecessor Company's total assets of $671.7 million at December 31, 2009. The $194.7 million, or 29.0%, increase in total assets primarily resulted from changes from the fair valuation of our assets by adopting Fresh Start Accounting in accordance with ASC 852, as well as changes in working capital. During the nine months ended September 30, 2010, property, plant and equipment increased by $48.7 million, other intangible assets increased by $152.6 million, goodwill increased by $1.3 million and other assets decreased by $4.2 million for changes in the allocation of fair values as of February 26, 2010. Since the allocation of fair value is still preliminary, additional changes are expected in the fourth quarter of this year.

        At December 31, 2009, we had total assets of $671.7 million, as compared to $808.6 million at December 31, 2008. The $136.9 million, or 16.9%, decrease in total assets primarily resulted from the reduction of cash of $67.2 million, a net reduction of property, plant, and equipment of $29.1 million and reduction of inventory of $28.1 million.

        We define working capital as current assets (excluding cash and debt) less current liabilities. We use working capital and cash flow measures to evaluate the performance of our operations and our ability to meet our financial obligations. We require working capital investment to maintain our position as a leading manufacturer and supplier of commercial vehicle components. We continue to strive to align our working capital investment with our customers' purchase requirements and our production schedules.

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

        Significant changes in working capital from December 31, 2009 to September 30, 2010 included:

•

an increase in accounts receivable of $36.9 million due to the comparative increase in revenue in the months leading up to the respective period-end dates;



•

an increase in inventory of $14.0 million due to increase in sales demand;



•

a decrease in other current assets of $17.8 million due to the adoption of a new accounting policy for supplies as part of the Fresh Start Accounting; and



•

an increase of accounts payable of $27.4 million primarily due to the increase in raw material purchases in the months leading up to the respective period-end dates.

        Significant changes in net working capital from December 31, 2008 to December 31, 2009 included:

•

a decrease in receivables of $11.9 million due to the reduction in sales;



•

a decrease in inventories of $28.1 million due to the reduction in sales demand;



•

a decrease in accounts payable of $32.6 million due to the reduction in amounts due related to inventory and other purchases, as well as the impact of reduced terms with our suppliers;



•

a decrease in accrued payroll and compensation of $5.4 million primarily due to not having a liability in the current year for certain incentive and other compensation programs; and



•

a decrease in accrued interest payable of $8.9 million primarily due to the Company not accruing interest on our prepetition senior subordinated notes and PIK interest reflected in debt.

Capital Resources and Liquidity

        Our primary sources of liquidity during the periods January 1, 2010 through February 26, 2010 for the Predecessor Company and February 26, 2010 through September 30, 2010 for the Successor Company were cash reserves, the debt instruments entered into in connection with our emergence from bankruptcy and the debt instruments entered into in connection with the refinancing. We believe that cash from operations, existing cash reserves, and availability under our senior secured facility will provide adequate funds for our working capital needs, planned capital expenditures and debt service obligations through 2010 and the foreseeable future.

        Our ability to fund working capital needs, planned capital expenditures, scheduled debt payments, and to comply with any financial covenants under our senior secured facility, depends on our future

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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.

        Historically, our primary sources of liquidity have been cash flows from operations and borrowings under our senior credit facilities. Due to the downturn in the commercial vehicle supply industry and the economy in general, however, in 2009, we experienced a reduction in cash flows from operations and increasingly relied on borrowings under our prepetition senior credit facility and the credit facility we entered in connection with our Chapter 11 filing, as well as cash reserves, to meet our liquidity requirements. Some of the cash reduction experienced in 2009, however, was offset by the implementation of our operational restructuring initiatives, for which we have seen a continued benefit in 2010, and a reduction in capital expenditures. On the Effective Date, we emerged from Chapter 11 bankruptcy proceedings with a new capital structure which reduced our annual debt payments. We further reduced our outstanding debt and increased our liquidity through our July 29 refinance and the completion of the conversion offer in November 2010. Based on the commercial vehicle industry production forecasts included in this prospectus, we expect to generate sufficient cash to meet our future liquidity needs in 2010.

Operating Activities

        Net cash used in operating activities during the nine months ended September 30, 2010 was $36.5 million. The primary drivers of the use in cash were $12.2 million of cash payments for reorganization items, $22.4 million of cash payments related to bankruptcy, and $16.1 million of increased working capital assets. During a period of increasing sales demand, our working capital needs also rise.

        Net cash used in operating activities during the fiscal year ended December 31, 2009 amounted to $39.3 million compared to a use of $9.2 million for the fiscal year ended December 31, 2008. This increase in funds used was primarily a result of reduced demand for our products during 2009 and approximately $23.0 million in fees and other expenses related to our prepetition senior credit facility that were paid during 2009.

Investing Activities

        Net cash provided by investing activities totaled $3.1 million for the nine months ended September 30, 2010. During 2010, we had cash inflows of $15.0 million related to issuance of letters of credit to replace restricted cash from previously drawn letters of credit. Our most significant cash outlays for investing activities are the purchases of property, plant and equipment. Capital expenditures for 2010 are expected to be approximately $15 million, which will be funded through existing cash reserves. Due to the continued challenges facing our industry and the economy as a whole, we are managing our capital expenditures very closely in order to preserve liquidity while still maintaining our production capacity and making investments necessary to meet competitive threats and to seize upon growth opportunities.

        Net cash used in investing activities totaled $34.9 million for the fiscal year ended December 31, 2009, compared to a use of $35.3 million for the fiscal year ended December 31, 2008. Our capital expenditures in 2009 were $20.4 million compared to capital expenditures of $29.7 million in 2008. Cash generated from operations and existing cash reserves funded these expenditures. In 2009 we had cash inflows of $3.9 million related to the sale of certain marketable securities during the year compared to cash use of $5.0 million in 2008 for purchases of marketable securities. During 2009, we had cash outflows of $18.7 million related to restricted cash from drawn letters of credit.

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Financing Activities

        Net cash provided by financing activities totaled $28.2 million for the nine months ended September 30, 2010. Included in this amount are the impacts from the Plan of Reorganization of satisfying our prepetition senior credit facility of $305.8 million, our revolving credit facility of $71.7 million, and the DIP facility of $25.0 million. Also included are proceeds from the $140 million aggregate principal amount of convertible notes we issued and the $310.5 million postpetition senior credit facility we entered into upon emergence from bankruptcy.

        Net cash provided by financing activities for the fiscal year ended December 31, 2009 totaled $7.0 million, compared to net cash provided by financing activities of $77.2 million for the fiscal year ended December 31, 2008. During 2009, we received $21.5 million from our DIP credit facility and had net cash outflows for our prepetition revolving credit facility of $3.7 million compared to increasing our borrowings of our prepetition revolving credit facility by $78.4 million in 2008. During 2009, we also incurred $10.8 million in fees associated with amending our prepetition senior credit facility.

Bank Borrowing

Prepetition Senior Credit Facility

        Effective January 31, 2005, and as most recently amended as of August 14, 2009, we entered into the prepetition senior credit facility in conjunction with the acquisition of Transportation Technologies Industries, Inc., which we refer to as "TTI," to refinance substantially all of our credit facilities, as well as the senior bank debt and subordinated debt of TTI. Our prepetition senior credit facility consisted of (i) a term loan facility in an aggregate principal amount of $550.0 million that required annual amortization payments of 1.00% per year, which would have matured on January 31, 2012, and (ii) a revolving credit facility in an aggregate amount of $100.0 million (comprised of a $76.0 million U.S. revolving credit facility and a $24.0 million Canadian revolving credit facility) which would have matured on January 31, 2011.

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

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

Debtor-in-Possession Credit Facility

        In connection with our Chapter 11 filing, we entered into our DIP credit facility, which consisted of a superpriority secured asset based revolving credit facility of $25.0 million and a term loan first-in, last-out facility of $25.0 million. The $25.0 million of asset based loans under the DIP credit facility bore interest, at our election, at a rate of LIBOR + 6.50% (with a LIBOR floor of 2.50%) or Base Rate + 5.50% (with a Base Rate floor of 3.50%), and the $25.0 million of first-in, last-out term loans under the DIP credit facility bore interest, at our election, at a rate of LIBOR + 7.50% (with a LIBOR floor of 2.50%) or Base Rate + 6.50% (with a Base Rate floor of 3.50%).

        The use of proceeds under the DIP credit facility were limited to working capital and other general corporate purposes consistent with a budget that we presented to the administrative agent, including payment of costs and expenses related to the administration of the Chapter 11 bankruptcy proceedings and payment of other expenses as approved by the bankruptcy court.

        Upon the Effective Date, all amounts outstanding under the DIP credit facility were paid and the DIP credit facility was terminated in accordance with its terms.

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Postpetition Senior Credit Facility

        On the Effective Date of the Plan of Reorganization, we entered into the fifth amendment and restatement to our prepetition senior credit facility, which we refer to as the "postpetition senior credit facility." As of the Effective Date, under our postpetition senior credit facility, Accuride had outstanding term loans of $287.0 million and outstanding letters of credit in the stated amount of $2.1 million and Accuride Canada Inc. had outstanding term loans of $22.0 million. The interest rate for all loans was, at our option, LIBOR + 6.75% (with a LIBOR floor of 3.00%) or Base Rate + 5.75% (with a Base Rate floor of 4.00%). The maturity for all loans and reimbursements of draws under the letters of credit was June 30, 2013.

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

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

        On July 29, 2010, as described below under "Description of Other Indebtedness—ABL Facility," we refinanced the postpetition senior credit facility and the postpetition senior credit facility was terminated.

Bond Financing

Prepetition Senior Subordinated Notes

        On January 31, 2005, we issued $275.0 million aggregate principal amount of our senior subordinated notes in a private placement transaction. Interest on the prepetition senior subordinated notes was payable on February 1 and August 1 of each year, beginning on August 1, 2005. The prepetition senior subordinated notes would have matured on February 1, 2015 and were redeemable, at our option, in whole or in part, at any time on or before February 1, 2010 in cash at the redemption prices set forth in the indenture, plus interest. The prepetition senior subordinated notes were general unsecured obligations ranking senior in right of payment to all of our existing and future subordinated indebtedness. The prepetition senior subordinated notes were subordinated to all of our existing and future senior indebtedness including indebtedness incurred under any senior credit facility. In May 2005, we successfully completed an exchange offer pursuant to which holders of our outstanding prepetition senior subordinated notes exchanged such notes for otherwise identical 8.5% Senior Subordinated Notes due 2015 which had been registered under the Securities Act.

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

Postpetition Senior Convertible Notes

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

        On August 26, 2010, we made a PIK interest payment with respect to the convertible notes by increasing the principal amount of the notes by $5.3 million. Pursuant to the terms of the convertible

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notes indenture, the conversion rate of the convertible notes was adjusted to 1407.2343 shares of common stock per $1,000 principal amount of convertible notes (equivalent to a conversion price of $0.71 per share of common stock).

        On November 29, 2010, we completed a conversion offer for all of our outstanding convertible notes. Convertible notes accepted for conversion in the conversion offer were converted at a conversion rate of 238.2119 shares of common stock per $1,000 principal amount of convertible notes, after giving effect to the reverse stock split, rounded down to the nearest whole number of shares, plus cash paid in lieu of fractional shares. Upon settlement of the conversion offer, an aggregate of 33,606,177 shares of common stock were issued to the surrendering noteholders and $141,076,966 principal amount of the convertible notes were cancelled, constituting approximately 97.1% of the outstanding principal amount of the convertible notes. As of November 29, 2010, $4,173,035 aggregate principal amount of convertible notes remains outstanding.

        The convertible notes that remain outstanding are currently redeemable by us, in whole or in part, at any time, subject to applicable law, at a price equal to 100% of the principal amount of the convertible notes to be redeemed, plus any accrued and unpaid interest up to the redemption date.

Refinancing

        On July 29, 2010, we completed an offering of $310.0 million aggregate principal amount of the outstanding notes and entered into the ABL Facility. We used the net proceeds from the offering of the outstanding 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.

ABL Facility

        In connection with the refinancing, we entered into the ABL Facility. The ABL Facility is a senior secured asset based revolving credit facility in an aggregate principal amount of up to $75.0 million, with the right, subject to certain conditions, to increase the availability under the facility by up to $25.0 million in the aggregate (for a total aggregate availability of $100.0 million). The four-year 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 initially bear interest at an annual rate equal to either LIBOR plus 3.50% or Base Rate plus 2.50%, at our option, 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 the ABL Priority Collateral and the Notes Priority Collateral.

Outstanding Notes

        Also in connection with the refinancing, we issued $310.0 million aggregate principal amount of outstanding notes. Under the terms of the indenture governing the outstanding notes, the outstanding notes bear interest at a rate of 9.5% per year and mature on August 1, 2018. Prior to maturity we may redeem the outstanding notes on the terms set forth in the indenture that governs the outstanding notes. The outstanding notes are guaranteed by the guarantors, and the outstanding notes and the

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related guarantees are secured by first priority liens on the Notes Priority Collateral and second priority liens on the ABL Priority Collateral.

Restrictive Debt Covenants

        Our credit documents (the ABL Facility and the indenture governing the outstanding 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 any time when the excess availability is less than or equal to the greater of $10.0 million or 15% of the total commitment under the ABL Facility. Due to the amount of our excess availability (as calculated under the ABL Facility), we are 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 continue to operate in a challenging economic environment and our ability to maintain liquidity and comply with our debt covenants may be affected by economic or other conditions that are beyond our control and which are difficult to predict. The 2011 production forecasts by ACT Publications for the significant commercial vehicle markets that we serve, as of December 10, 2010, are as follows:

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

Off-Balance Sheet Arrangements

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

Contractual Obligations and Commercial Commitments

        The following table summarizes our contractual obligations as of December 31, 2009 and the effect such obligations and commitments are expected to have on our liquidity and cash flow in future periods. The table does not reflect the effects of our Plan of Reorganization (other than as described in the footnotes) and does not reflect the July 2010 refinancing or the conversion offer. See "Unaudited

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Pro Forma Condensed Consolidated Financial Information" for certain effects of the Plan of Reorganization, the refinancing and the conversion offer.

Critical Accounting Policies and Estimates

        Our consolidated financial statements and accompanying notes have been prepared in accordance with GAAP applied on a consistent basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses during the reporting periods.

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        We continually evaluate our accounting policies and estimates used to prepare the consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

        Critical accounting policies and estimates are those where the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the impact of the estimates and assumptions on financial condition or operating performance is material. We believe our critical accounting policies and estimates, as reviewed and discussed with the Audit Committee of our board of directors, include accounting for impairment of long-lived assets, goodwill, pensions, and taxes.

        Fresh Start Accounting —Upon our emergence from Chapter 11 bankruptcy proceedings, we adopted Fresh Start Accounting, which requires additional estimates and assumptions related to the fair value of our consolidated balance sheets. The allocations of fair value are based upon preliminary valuation information and other studies that have not yet been completed due to the timing of the emergence from Chapter 11 bankruptcy proceedings and the volume and complexity of the analysis required. It is anticipated that these studies will conclude during the third or fourth quarters of 2010.

        Impairment of Long-Lived Assets —We evaluate long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. In performing the review of recoverability, we estimate future cash flows expected to result from the use of the asset and our eventual disposition. The estimates of future cash flows, based on reasonable and supportable assumptions and projections, require management's subjective judgments. The time periods for estimating future cash flows is often lengthy, which increases the sensitivity to assumptions made. Depending on the assumptions and estimates used, such as the determination of the primary asset group, the estimated life of the primary asset, and projected profitability, the estimated future cash flows projected in the evaluation of long-lived assets can vary within a wide range of outcomes. We consider the likelihood of possible outcomes in determining the best estimate of future cash flows.

        Accounting for Goodwill and Other Intangible Assets —We review goodwill for impairment annually or more frequently if events or circumstances indicate that the carrying amount of goodwill may be impaired. Recoverability of goodwill is measured by a comparison of the carrying value to the implied fair value. If the carrying amount exceeds its fair value, an impairment charge is recognized to the extent that the implied fair value exceeds its carrying value. The implied fair value of goodwill is the residual fair value, if any, after allocating the fair value to all of the assets (recognized and unrecognized) and all of the liabilities. We estimate fair value using a combination of market value approach using quoted market prices of comparable companies and an income approach using discounted cash flow projections.

        The income approach uses a projection of estimated cash flows that is discounted using a weighted-average cost of capital that reflects current market conditions. The projection uses management's best estimates of economic and market conditions over the projected period including growth rates in sales, costs, estimates of future expected changes in operating margins and capital expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements.

        A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in our expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in the business climate; unanticipated competition; and slower growth rates. Any adverse

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change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our consolidated financial statements.

        The midpoint of the range of fair values of our reorganization values from our Plan of Reorganization, which was approved by the bankruptcy court, was used as our fair value. Based on our allocation to our reporting units of the midpoint of reorganization values, step one of the annual impairment test passed, and we were not required to complete step two. Pursuant to the Fresh Start Accounting we have adopted, the reorganization value was allocated to the assets of the Successor Company. Based on the preliminary allocation, as reflected herein, goodwill and intangibles under Fresh Start Accounting were materially different from amounts recorded as of December 31, 2009.

        We review other intangibles for impairment annually or more frequently if events or circumstances indicate that the carrying amount of trademarks may be impaired. If the carrying amount exceeds the fair value (determined by calculating a fair value based upon a discounted cash flow of an assumed royalty rate—relief of royalty method), impairment of the trademark may exist resulting in a charge to earnings to the extent of impairment.

        Pensions and Other Post-Employment Benefits —We account for our defined benefit pension plans and other post-employment benefit plans in accordance with ASC 715-30, "Defined Benefit Plans—Pensions," ASC 715-60, "Defined Benefit Plans—Other Postretirement," and ASC 715-20, "Defined Benefit Plans—General," which require that amounts recognized in financial statements be determined on an actuarial basis. As permitted by ASC 715-30, we use a smoothed value of plan assets (which is further described below). ASC 715-30 requires that the effects of the performance of the pension plan's assets and changes in pension liability discount rates on our computation of pension income (cost) be amortized over future periods. ASC 715-20 requires an employer to fully recognize the obligations associated with single-employer defined benefit pension, retiree healthcare, and other postretirement plans in their financial statements.

        The most significant element in determining our pension income (cost) in accordance with ASC 715-30 is the expected return on plan assets and discount rates. In 2009, we assumed that the expected long-term rate of return on plan assets would be 7.75% for our U.S. plans and 7.00% for our Canadian plans. The assumed long-term rate of return on assets is applied to a calculated value of plan assets, which recognizes changes in the fair value of plan assets in a systematic manner over five years. This produces the expected return on plan assets that is included in pension income (cost). The difference between this expected return and the actual return on plan assets is deferred. The net deferral of past asset gains (losses) affects the calculated value of plan assets and, ultimately, future pension income (cost).

        The expected return on plan assets is reviewed annually, and if conditions should warrant, will be revised. If we were to lower this rate, future pension cost would increase. We currently anticipate no change in our long-term rate of return assumption in 2010 for any of our U.S. and Canada plans.

        At the end of each year, we determine the discount rates to be used to calculate the present value of each of the plan liabilities. The discount rate is an estimate of the current interest rate at which the pension liabilities could be effectively settled at the end of the year. In estimating this rate, we look to rates of return on high-quality, fixed-income investments that receive one of the two highest ratings given by a recognized ratings agency. At December 31, 2009, we determined the blended rate to be 6.11%. The net effect of changes in the discount rate, as well as the net effect of other changes in actuarial assumptions and experience, has been deferred, in accordance with ASC 715-30.

        For the fiscal year ended December 31, 2009, we recognized consolidated pretax pension cost of $6.5 million compared to $3.1 million in 2008. We currently expect to contribute $12.3 million to our pension plans during 2010, however, we may elect to adjust the level of contributions based on a

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number of factors, including performance of pension investments, changes in interest rates, and changes in workforce compensation.

        For the fiscal year ended December 31, 2009, we recognized a consolidated pre-tax post-retirement welfare benefit cost of $1.9 million compared to $2.2 million in 2008. We expect to contribute $3.8 million during 2010 to our post-retirement welfare benefit plans.

        Income Taxes —Management judgment is required in developing our provision for income taxes, including the determination of deferred tax assets, liabilities and any valuation allowances recorded against the deferred tax assets. We evaluate quarterly the realizability of our net deferred tax assets by assessing the valuation allowance and adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are our forecast of future taxable income and the availability of tax planning strategies that can be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income might affect the ultimate realization of the net deferred tax assets. Factors that may affect our ability to achieve sufficient forecasted taxable income include, but are not limited to, the following: increased competition, a decline in sales or margins, or loss of market share.

        We operate in multiple jurisdictions and are routinely under audit by federal, state and international tax authorities. Exposures exist related to various filing positions that may require an extended period of time to resolve and may result in income tax adjustments by the taxing authorities. Reserves for these potential exposures that have been established represent management's best estimate of the probable adjustments. On a quarterly basis, management evaluates the reserve amounts in light of any additional information and adjusts the reserve balances as necessary to reflect the best estimate of the probable outcomes. We believe that we have established the appropriate reserve for these estimated exposures. However, actual results may differ from these estimates. The resolution of these matters in a particular future period could have an impact on our consolidated statement of operations and provision for income taxes.

Recent Developments

New Accounting Pronouncements

        In January 2010, the Financial Accounting Standards Board, which we refer to as "FASB," issued ASU 2010-6, "Improving Disclosures about Fair Value Measurements," which requires interim disclosures regarding significant transfers in and out of Level 1 and Level 2 fair value measurements. Additionally, this ASU requires disclosure for each class of assets and liabilities and disclosures about the valuation techniques and inputs used to measure fair value for both recurring and non-recurring fair value measurements. These disclosures are required for fair value measurements that fall in either Level 2 or Level 3. Further, the ASU requires separate presentation of Level 3 activity for the fair value measurements. We adopted the interim disclosure requirements under this standard during the nine-month period ended September 30, 2010, with the exception of the separate presentation in the Level 3 activity rollforward, which is not effective until fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years.

Compensation Programs and Policies Risk Assessment

        We conducted a risk assessment of our compensation programs and policies from a legal, human resources, auditing and risk management perspective and reviewed and discussed this assessment with the compensation committee. Based on this assessment we concluded that we do not have any compensation programs or practices which would reasonably likely have a material adverse effect our business.

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Effects of Inflation

        The effects of inflation were not considered material during fiscal years 2009, 2008, or 2007.

Quantitative and Qualitative Disclosure about Market Risk

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

Foreign Currency Risk

        Certain forecasted transactions, assets, and liabilities are exposed to foreign currency risk. We monitor our foreign currency exposures to maximize the overall effectiveness of our foreign currency derivatives. The principal currency of exposure is the Canadian dollar. From time to time, we use foreign currency financial instruments to offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities. At September 30, 2010, we had no open foreign exchange contracts.

        Foreign currency derivative contracts provide only limited protection against currency risks. Factors that could impact the effectiveness of our currency risk management programs include accuracy of sales estimates, volatility of currency markets and the cost and availability of derivative instruments.

        The counterparty to the foreign exchange contracts is a financial institution with an investment grade credit rating. The use of forward contracts protects our cash flows against unfavorable movements in exchange rates, to the extent of the amount under contract.

Raw Material/Commodity Price Risk

        We rely upon the supply of certain raw materials and commodities in our production processes, and we have entered into firm purchase commitments for certain metals and natural gas. Additionally, from time to time, we use commodity price swaps and futures contracts to manage the variability in certain commodity prices on our operations and cash flows. At September 30, 2010, we had no open commodity price swaps or futures contracts.

Interest Rate Risk

        We use long-term debt as a primary source of capital. The following table presents the principal cash repayments and related weighted average interest rates by maturity date for our long-term fixed-rate debt and other types of long-term debt at September 30, 2010:

        The carrying value of our $145.3 million aggregate principal amount of convertible notes is disclosed on our condensed consolidated balance sheet at $285.3 million, which considers the fair value of the conversion option and accrued PIK interest, as of September 30, 2010. The table above represents the face value of the debt instrument with a fixed rate of interest of 7.5%. After completion of the conversion offer on November 29, 2010, which reduced the outstanding amount of convertible

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notes to $4,173,035 principal amount, the carrying value of our total indebtedness is approximately $310.0 million.

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

Legal Proceedings

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

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BUSINESS

Our Company

        We are one of the largest manufacturers and suppliers of commercial vehicle components in North America, offering one of the broadest product lines to the commercial vehicle industry. We believe that we have the number one or number two market position in a variety of heavy- and medium-duty commercial vehicle products including: steel wheels, forged aluminum wheels, brake drums, disc wheel hubs, metal bumpers and seating assemblies. We market our products under some of the most recognized brand names in the industry, including Accuride, Bostrom, Brillion, Fabco, Gunite, Highway Original and Imperial. We have long-standing relationships with the leading OEM and the related aftermarket channels in most major segments of the commercial vehicle market, including heavy- and medium-duty trucks, commercial trailers, light trucks, buses, as well as specialty and military vehicles. For the fiscal year ended December 31, 2008, we reported net sales of $931.4 million and Adjusted EBITDA of $79.0 million. For the fiscal year ended December 31, 2009, we reported net sales of $570.2 million and Adjusted EBITDA of $23.7 million. For the nine-month period ended September 30, 2010, we generated net sales of $570.3 million and Adjusted EBITDA of $51.1 million. For a reconciliation of Adjusted EBITDA to the closest related GAAP measure, net income (loss), see footnote (d) to "—Summary Historical and Pro Forma Financial Information and Other Data."

        Our primary product lines are designated as standard equipment by a majority of North American heavy- and medium-duty truck OEMs, providing us with a significant competitive advantage. We believe that a majority of all heavy- and medium-duty truck models manufactured in North America contain one or more of our components. For the fiscal year ended December 31, 2009, we sold approximately 51% of our products to heavy- and medium-duty truck and commercial trailer OEMs and approximately 32% to the related aftermarkets. The remainder of our sales were made to customers in the light truck, specialty and military vehicle and other industrial markets. We continue to pursue growth in sales to the aftermarket, which we believe complements our original equipment business due to its relative stability and higher profit margins. In addition, we continue to pursue increased sales to military OEMs, particularly sales of wheel assemblies and wheel-end components, which we believe provide a robust growth opportunity as well as the opportunity to partially offset the cyclicality of our primary commercial vehicle market.

        Our diversified customer base includes substantially all of the leading commercial vehicle OEMs, such as DTNA, 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, Wabash and Utility. Our major light truck customer is General Motors Company. We have established relationships of more than 20 years with many of these leading OEM customers. Our product portfolio is supported by strong sales, marketing and design engineering capabilities with 17 strategically located, technologically-advanced manufacturing facilities across the United States, Mexico and Canada.

Our Competitive Strengths

        Leading market positions and strong brands.     We are among North America's largest companies serving the heavy- and medium-duty truck OEMs and the related aftermarkets, supplying a broad range of commercial vehicle components. We expect our broad product portfolio, established brand names and dedicated sales force to help us maintain and improve our strong market position by enhancing our ability to cross-sell products, increase our content per vehicle and market ourselves as a broad-based provider of commercial vehicle components to our customers. Our leading market shares and longstanding relationships with our customers provide us the opportunity to further build upon our content per vehicle. We offer an extensive portfolio of products for commercial vehicles that we believe

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to be technologically superior and, as a broad-based provider, have the ability to serve many of our customers' needs. We seek to continue to increase the number of truck platforms on which our products are designated as standard equipment, which also contributes to the growth of our aftermarket business. Based on internal market data, we believe that we have leading market share positions in several of our business segments. For example, we believe that we have the number one or number two market position in heavy- and medium-commercial vehicle products with respect to the following products:

Estimated Market Position in Key Products

        With regard to our wheels product segment, we believe that steel wheels represent approximately two-thirds of the total North American market (by volume) for commercial vehicle wheels.

        Broad-based product portfolio.     We believe we have one of the broadest product portfolios in the North American commercial vehicle components industry. This product diversity provides us with a competitive advantage because it allows us to meet more of our customers' needs as they increasingly outsource production and seek to streamline their supplier base. Our diversification also enables us to capitalize on growth in different end markets while limiting exposure to any one product line, technology, end-market or customer. The following charts describe our approximate 2009 net sales by end market and customer.

        Strong, long-term customer relationships.     We have successfully developed strong relationships with all of the primary North American commercial vehicle OEMs by offering a broad range of high quality products through targeted sales and marketing efforts. We have a dedicated sales force located near major customers such as DTNA, PACCAR, Volvo/Mack and Navistar with additional field personnel positioned throughout North America to service other OEMs, independent distributors and trucking fleets. In addition, our research and development personnel work closely with customer engineering groups to develop new proprietary products and improve existing products and manufacturing processes. The strength of our customer relationships is reflected by the fact that for over ten years our largest and most important products, wheel products, have been designated as standard equipment by the majority of the North American heavy- and medium-duty truck OEMs. We have long-term

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relationships with our larger customers, many of whom have purchased components from us or our predecessors for more than 45 years. We garner repeat business through our reputation for quality and our position as standard equipment on a variety of truck platforms.

        Significant and growing aftermarket presence.     The respective aftermarket portions of our business represent a less cyclical, recurring and higher margin portion of our business, and we have recently increased our efforts to further penetrate this market and gain market share. In 2009, we created a new aftermarket division as part of our operational restructuring initiatives. This initiative consolidated our aftermarket facilities into one business unit, improving our ability to service customers of all sizes. Within this newly-created division, we have a group of salespeople who provide aftermarket sales coverage for our various products, particularly wheels, wheel-ends, and seating assemblies.

        Modern and strategically located manufacturing facilities.     Our facilities are strategically located within relatively close proximity of many of our customers, facilitating more effective and efficient customer service, while reducing customer freight charges. Since 2006, we have invested over $80 million to expand, improve and optimize our facilities, including the wide use of robotics and increased automation. These investments have significantly lowered overall labor costs while still producing components of high quality. Our enhanced facilities have available capacity to meet projected demand for the vast majority of our products and require only modest capital expenditures to increase capacity selectively and lower overall manufacturing costs.

        Significant barriers to entry.     Our businesses have considerable barriers to entry, including the following: significant capital investment and research and development requirements; stringent OEM technical and manufacturing requirements; just-in-time delivery requirements to meet OEM volume demand; and strong name-brand recognition. Competition from non-U.S. manufacturers is constrained in the markets in which we compete due to factors including high shipping costs, quality concerns given the safety aspect of many of our products, the need to be responsive to order changes on short notice, unique North American design requirements and the small labor component of most of our products.

        Proven and experienced management team.     Our senior management team has almost 150 years of combined experience, including strong execution experience in cyclical manufacturing environments. The expertise and strength of our management team has resulted in tangible successes carrying out our restructuring program and maintaining our strong market presence and reputation as an industry leader.

Our Strategy

        We believe that our strong competitive position, in combination with the restructuring initiatives that we have implemented, will enable us to significantly benefit from the anticipated growth in the North American commercial vehicle market as the economy recovers. We are committed to enhancing our sales, profitability and cash flows through the following strategies:

         Enhance market position through organic growth and further product diversification. We have a multi-pronged growth strategy that includes initiatives to continue to increase market share, add new products and increase customer penetration. Our strategy is focused on providing customer-driven solutions that will strengthen our customer relationships and drive higher organic growth. We intend to leverage our position as a diverse supplier of commercial vehicle components to sell a broader line of products to existing customers and increase content per vehicle. We have and will continue to seek to expand our product offering to provide customers with value-added solutions, which we expect will include new technologies that improve performance and reliability when compared to existing product offerings. We intend to continue to diversify our end market exposure and further expand into adjacent markets such as bus, military and construction where we can add value to those businesses.

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        Increase products under standard supplier arrangements.     We provide standard content to a majority of truck platforms at each of DTNA, PACCAR, and Navistar and trailer platforms at Wabash, Great Dane and Utility. We continue to focus on these relationships in order to become the standard supplier for additional products and truck platforms. We believe that we have opportunities to increase the number of platforms on which we are the standard supplier as well as the number of products for which we are the primary supplier. Such an increase in content per vehicle would allow us to gain market share and drive revenue growth both with and without increased OEM production levels. We also expect that an increase in our standard supplier positions will contribute to the continued growth of our aftermarket business.

        Expand truck aftermarket penetration.     The aftermarket segment represents a less cyclical, recurring and higher profit margin portion of our business. Effective May 2009, we implemented a consolidated aftermarket distribution strategy for our wheels, wheel-ends, seating, and newly-created Highway Original aftermarket brand. As a result, customers can now order steel and aluminum wheels, brake drums/rotors, automatic slack adjusters, seats, bumpers, fuel tanks, and battery boxes on one purchase order, improving freight efficiencies and inventory turns for our customers. We believe this capability provides a strategic advantage over our single product line competitors. The new aftermarket infrastructure enables us to expand direct shipments from our manufacturing plant to larger aftermarket customers utilizing a virtual distribution strategy that allows us to maintain and enhance our competitiveness by eliminating unnecessary freight and handling through the new distribution center. We seek to continue to expand our aftermarket penetration to leverage the large installed base for our products and increase the use of our replacement parts.

        Growth opportunities in military and specialty markets.     We have opportunities to broaden our product offering and leverage existing customer relationships to include additional truck parts, military applications and other industrial products using similar manufacturing processes. We believe these markets provide a robust growth opportunity as well as the opportunity to offset the cyclicality of our primary commercial vehicle market. Over the past five years, we have developed, tested and qualified approximately two dozen different military and specialty application wheels. We are currently a wheel supplier on several military and specialty platforms within the FHTV (Family of Heavy Tactical Vehicles), FMTV (Family of Medium Tactical Vehicles), and MRAP (Mine Resistant Ambush Protected) military vehicle categories, as well as ARFF (Airport Rescue Firefighting) vehicle platforms. Sales in the military and specialty markets increased from approximately $5 million in 2006 to over $30 million in 2009. We continue to vigorously pursue new business awards on additional military and specialty platforms and to broaden content on existing platforms beyond wheels to include other products. This growth initiative leverages our sales, engineering, and production resources to drive growth in the military and specialty segments. This initiative further aims to capture additional content at new and current customers producing military and specialty vehicles and equipment.

        Expand our geographic footprint through growth opportunities in international markets.     We intend to expand our geographic footprint to provide Accuride products to customers in Europe, South America and Asia. We believe that there are significant growth opportunities in these markets and we are currently exploring different alternatives. For instance, we have introduced our aluminum wheels in Europe, and we are looking to expand our strong Accuride brand in Asia through potential joint ventures and strategic partnerships.

        Continue to improve operational efficiency and cost position through business optimization.     We believe that we have a highly competitive cost structure. Over the past several years, we have reduced our fixed costs and increased our operating efficiencies, resulting in a lower fixed cost structure. We have streamlined operations through the addition of more efficient manufacturing capabilities, the consolidation and integration of some of our manufacturing plants and reduced headcount. Efficiency improvements have increased our manufacturing capacity, positioning us more favorably to meet the

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projected growth in North American truck demand. After emerging from Chapter 11 bankruptcy proceedings, we continue to be focused and disciplined in the management of our costs, working capital, and cash balance. One near-term objective is to improve average payment terms on our accounts payable to our vendors, which would lead to a significant cash flow improvement. Going forward, we plan to continue to lower our cost structure by focusing on initiatives to further reduce our fixed cost base as well as material and labor costs which may include continued rationalization and optimization of facilities, new product designs and automation. We expect that these actions will improve our competitive position and should enable us to improve profitability and cash flow as the market recovers.

Product Overview

        We believe we design, produce, and market one of the broadest portfolios of commercial vehicle components in the industry. We classify our products under several categories, which include wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies, and other commercial vehicle components. The following describes our major product lines and brands.

Wheels (approximately 42% of our 2009 net sales, 42% of our 2008 net sales, and 47% of our 2007 net sales)

        We are the largest North American manufacturer and supplier of wheels for heavy- and medium-duty trucks and commercial trailers. We offer the broadest product line in the North American heavy- and medium-duty wheel industry and are the only North American manufacturer and supplier of both steel and forged aluminum heavy- and medium-duty wheels. We also produce wheels for commercial trailers, light trucks, buses, as well as specialty and military vehicles. We market our wheels under the Accuride brand. A description of each of our major products is summarized below:

•

Heavy- and medium-duty steel wheels.   We offer the broadest product line of steel wheels for the heavy- and medium-duty truck and commercial trailer markets. The wheels range in diameter from 17.5" to 24.5" and are designed for load ratings ranging from 2,400 to 13,000 lbs. We also offer a number of coatings and finishes which we believe provide the customer with increased durability and exceptional appearance. We are the standard steel wheel supplier to most North American heavy- and medium-duty truck OEMs and to a number of North American trailer OEMs.



•

Heavy- and medium-duty aluminum wheels.   We offer a full product line of aluminum wheels for the heavy- and medium-duty truck and commercial trailer markets. The wheels range in diameter from 19.0" to 24.5" and are designed for load ratings ranging from 7,000 to 13,000 lbs. Aluminum wheels are generally lighter in weight, more readily stylized, and approximately 2.5 to 3.0 times as expensive as steel wheels.



•

Light truck steel wheels.   We manufacture light truck single and dual steel wheels that range in diameter from 16" to 20" for customers such as General Motors. We are focused on larger diameter wheels designed for select truck platforms used for carrying heavier loads.



•

Military wheels.   We produce steel and aluminum wheels for military applications under the Accuride brand name.

        With regard to our wheels product segment, we believe that steel wheels represent approximately two-thirds of the total North American market (by volume) for commercial vehicle wheels.

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Wheel-End Components and Assemblies (approximately 27% of our 2009 net sales, 23% of our 2008 net sales, and 20% of our 2007 net sales)

        We are the leading North American supplier of wheel-end components and assemblies to the heavy- and medium-duty truck markets and related aftermarket. We market our wheel-end components and assemblies under the Gunite brand. We produce four basic wheel-end assemblies: (1) disc wheel hub/brake drum; (2) spoke wheel/brake drum; (3) spoke wheel/brake rotor; and (4) disc wheel hub/brake rotor. We also manufacture a full line of wheel-end components for the heavy- and medium-duty truck markets, such as brake drums, disc wheel hubs, spoke wheels, rotors and automatic slack adjusters. The majority of these components are critical to the safe operation of vehicles. A description of each of our major wheel-end components is summarized below:

•

Disc wheel hubs.   We manufacture a complete line of traditional ferrous disc wheel hubs for heavy- and medium-duty trucks and commercial trailers. A disc wheel hub is the connecting piece between the brake system and the axle upon which the wheel and tire are mounted. In addition, we offer a line of lightweight cast iron hubs that provide users with improved operating efficiency. Our lightweight hubs utilize advanced metallurgy and unique structural designs to offer both significant weight savings and lower costs due to fewer maintenance requirements. Our product line also includes finely machined hubs for anti-lock braking systems, or ABS, which enhance vehicle safety.



•

Spoke wheels.   Due to their greater strength and reduced downtime, we manufacture a full line of spoke wheels for heavy- and medium-duty trucks and commercial trailers. While disc wheel hubs have begun to displace spoke wheels, they are still popular for severe-duty applications such as off-highway vehicles, refuse vehicles, and school buses. Our product line also includes finely machined wheels for ABS systems, similar to our disc wheel hubs.



•

Brake drums.   We offer a variety of heavy- and medium-duty brake drums for truck, commercial trailer, bus, and off-highway applications. A brake drum is a braking device utilized in a "drum brake" which is typically made of iron and has a machined surface on the inside. When the brake is applied, air or brake fluid is forced, under pressure, into a wheel cylinder which, in turn, pushes a brake shoe into contact with the machined surface on the inside of the drum and stops the vehicle. Our brake drums are custom-engineered to exact requirements for a broad range of applications, including logging, mining, and more traditional over-the-road vehicles. To ensure product quality, we continually work with brake and lining manufacturers to optimize brake drum and brake system performance. Brake drums are our primary aftermarket product. The aftermarket opportunities in this product line are substantial as brake drums continually wear with use and eventually need to be replaced, although the timing of such replacement depends on the severity of use.



•

Disc brake rotors.   We develop and manufacture durable, lightweight disc brake rotors for a variety of heavy-duty truck applications. A disc rotor is a braking device that is typically made of iron with highly machined surfaces. Once a disc brake is applied, brake fluid from the master cylinder is forced into a caliper where it presses against a piston, which then squeezes two brake pads against the disc rotor and stops the vehicle. Disc brakes are generally viewed as more efficient, although more expensive, than drum brakes and are often found in the front of a vehicle with drum brakes often located in the rear. We manufacture ventilated disc brake rotors that significantly improve heat dissipation as required for applications on Class 7 and Class 8 vehicles. We offer one of the most complete lines of heavy-duty and medium-duty disc brake rotors in the industry.



•

Automatic slack adjusters.   Automatic slack adjusters react to, and adjust for, variations in brake shoe-to-drum clearance and maintain the proper amount of space between the shoe and drum. Our automatic slack adjusters automatically adjust the brake shoe-to-brake drum clearance,

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ensuring that this clearance is always constant at the time of braking. The use of automatic slack adjusters reduces maintenance costs, improves braking performance and minimizes side-to-pull and stopping distance.

Truck Body and Chassis Parts (approximately 13% of our 2009 net sales, 12% of our 2008 net sales, and 14% of our 2007 net sales)

        We are a leading supplier of truck body and chassis parts to heavy- and medium-duty truck manufacturers. We fabricate a broad line of truck body and chassis parts under the Imperial and Highway Original brand names, including bumpers, battery and toolboxes, crown assemblies, fuel tanks, roofs, fenders, and crossmembers. We also provide a variety of value-added services, such as chrome plating and polishing, hood assembly, and the kitting and assembly of exhaust systems.

        We specialize in the fabrication of components requiring a significant amount of tooling or customization. Our truck body and chassis parts manufacturing operations are characterized by low-volume production runs. Additionally, because each truck is uniquely customized to end user specifications, we have developed flexible production systems that are capable of accommodating multiple variations for each product design. A description of each of our major truck body and chassis parts is summarized below:

•

Bumpers.   We manufacture a wide variety of steel bumpers, as well as polish and chrome these products with pre-plate and decorative polishing to meet specific OEM requirements, for our new Highway Original aftermarket brand and private label aftermarket requirements.



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Fuel tanks.   We manufacture and assemble aluminum and steel fuel tanks, fuel tank ends and fuel tank straps, as well as polish fuel tanks for OEM and for our Highway Original aftermarket customers.



•

Battery boxes and toolboxes.   We design and manufacture, as well as polish, steel and aluminum battery and toolboxes for our heavy-duty truck OEM customers and our new Highway Original aftermarket brand.



•

Front-end crossmembers.   We fabricate and assemble front-end crossmembers for heavy-duty trucks. A crossmember is a structural component of a chassis. These products are manufactured from heavy steel and assembled to customer line-set schedules.



•

Muffler assemblies.   We fabricate, assemble and polish muffler assemblies consisting of large diameter exhaust tubing assembled with a muffler manufactured by a third party.



•

Crown assemblies and components.   We manufacture multiple styles of crown assemblies and components. A crown assembly is the highly visible front grill and nameplate of the truck. These products are fabricated from both steel and aluminum and are chrome-plated and polished.



•

Other products.   We fabricate a wide variety of structural components/assemblies and chrome-plate and polish numerous other components for truck manufacturers, bus manufacturers, OEM and aftermarket suppliers. These products include fenders, exhaust components, sun visors, windshield masts, step assemblies, quarter fender brackets, underbells, fuel tank supports, hood inner panels, door assemblies, dash panel assemblies, outrigger assemblies, diesel particulate filter housings, and various other components.

Seating Assemblies (approximately 4% of our 2009 net sales, 4% of our 2008 net sales, and 5% of our 2007 net sales)

        Under the Bostrom brand name, we design, engineer and manufacture air suspension and static seating assemblies for heavy- and medium-duty trucks, the related aftermarket, and school and transit

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buses. The majority of North American heavy-duty truck manufacturers offer our seats as standard equipment or as an option.

        Seating assemblies are primarily differentiated on comfort, price, and quality, with driver comfort being especially important given the substantial amount of time that truck drivers spend on the road. Our seating assemblies typically utilize a "scissor-type" suspension, which we believe offers superior cushioning for the driver.

Other Components (approximately 14% of our 2009 net sales, 19% of our 2008 net sales, and 15% of our 2007 net sales)

        We produce other commercial vehicle components, including steerable drive axles and gearboxes as well as engine and transmission components.

•

Steerable drive axles and gear boxes.   We believe we are a leading supplier of steerable drive axles, gearboxes and related parts for heavy- and medium-duty on/off highway trucks, military and utility vehicles under the Fabco brand name. Our axles and gearboxes are used by most major North American heavy- and medium-duty truck manufacturers and modification centers. We also supply replacement parts for all of our axles and gearboxes to OEMs and, in some cases, directly to end users. Our quick turnaround of such parts minimizes the need for our customers to maintain their own parts inventory.



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Transmission and engine-related components.   We believe we are a leading manufacturer of transmission and engine-related components to the heavy- and medium-duty truck markets under the Brillion brand name, including flywheels, transmission and engine-related housings and chassis brackets.



•

Industrial components.   We produce components for a wide variety of applications to the industrial machinery and construction equipment markets under the Brillion brand name, including flywheels, pump housings, small engine components, and other industrial components. Our industrial components are made to specific customer requirements and, as a result, our product designs are typically proprietary to our customers.



•

Non-powered farm equipment.   Effective November 2, 2010, we sold substantially all of the assets related to our Brillion Farm Equipment operating segment. Prior to that time, we also designed, manufactured and marketed a line of non-powered farm equipment and landscaping products for the "behind-the-tractor" market, including pulverizers, pulvi-mulchers, conservation tillage tools, sub soilers, strip-tillage, chisel plows, turn and agricultural grass seeders, field cultivators, and flail shredders under the Brillion brand name.

Customers

        We market our components to more than 1,000 customers, including a majority of the major North American heavy- and medium-duty truck and commercial trailer OEMs, as well as to the major aftermarket suppliers, including OEM dealer networks, wholesale distributors, and aftermarket buying groups. Our largest customers are Navistar, PACCAR, DTNA, and Volvo/Mack, which combined accounted for approximately 55% of our net sales in 2009, and individually constituted approximately 19%, 16%, 14%, and 7%, respectively, of our 2009 net sales. We have long-term relationships with our larger customers, many of whom have purchased components from us or our predecessors for more than 45 years. We garner repeat business through our reputation for quality and position as a standard supplier for a variety of truck lines. We believe that we will continue to be able to effectively compete for our customers' business due to the high quality of our products, the breadth of our product portfolio, and our continued product innovation.

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Sales and Marketing

        We have an integrated, corporate-wide sales and marketing group. We have dedicated salespeople and sales engineers who reside near the headquarters of each of the four major truck OEMs and who spend substantially all of their professional time coordinating new sales opportunities and developing our relationship with the OEMs. These sales professionals function as a single point of contact with the OEMs, providing "one-stop shopping" for all of our products. Each brand has marketing personnel who, together with applications engineers, have in-depth product knowledge and provide support to the designated OEM salespeople.

        We also have fleet sales personnel focused on our wheels, wheel-end and seating assembly markets who seek to develop relationships directly with fleets to create "pull-through" demand for our products. This effort is intended to help convince the truck and trailer OEMs to designate our products as standard equipment and to create sales by encouraging fleets to specify our products on the equipment that they purchase, even if our product is not standard equipment. This same group provides aftermarket sales coverage for our various products, particularly wheels, wheel-end components, and seating assemblies. These salespeople promote and sell our products to the aftermarket, including OEM dealers, warehouse distributors and aftermarket buying groups.

        Effective May 2009, we implemented a consolidated aftermarket distribution strategy for our wheels, wheel-ends, seating, and newly-created Highway Original aftermarket brand. In support of this initiative, we closed two existing warehouses and opened a new distribution center strategically located in the Indianapolis, Indiana, metropolitan area. As a result, customers can now order steel and aluminum wheels, brake drums/rotors, automatic slack adjusters, seats, bumpers, fuel tanks, and battery boxes on one purchase order, improving freight efficiencies and improved inventory turns for our customers. We believe this capability provides a strategic advantage over our single product line competitors. The new aftermarket infrastructure enables us to expand our manufacturing plant direct shipments to larger aftermarket customers utilizing a virtual distribution strategy that allows us to maintain and enhance our competitiveness by eliminating unnecessary freight and handling through the new distribution center.

International Sales

        We consider sales to customers outside of the U.S. as international sales. International sales for the years, ended December 31, 2009, 2008, and 2007 are as follows:

        For additional information, see the consolidated financial statements and related notes included elsewhere in this prospectus.

Manufacturing

        We operate 17 manufacturing facilities, which are characterized by advanced manufacturing capabilities, in North America. Our U.S. manufacturing operations are located in Alabama, California, Illinois, Indiana, Kentucky, Ohio, Pennsylvania, Tennessee, Texas, Virginia, Washington, and Wisconsin. In addition, we have manufacturing facilities in Canada and Mexico. These facilities are strategically located to meet our manufacturing needs and the demands of our customers.

        All of our significant operations are QS-9000/TS 16949 certified, which means that they comply with certain quality assurance standards for truck components suppliers. We believe our manufacturing

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operations are highly regarded by our customers, and we have received numerous quality awards from our customers including PACCAR's Preferred Supplier award and DTNA's Masters of Quality award.

Competition

        We operate in highly competitive markets. However, no single manufacturer competes with all of the products manufactured and sold by us in the heavy-duty truck market, and the degree of competition varies among the different products that we sell. In each of our markets, we compete on the basis of price, manufacturing and distribution capabilities, product quality, product design, product line breadth, delivery, and service.

        The competitive landscape for each of our brands is unique. Our primary competitors in the wheel markets include Alcoa Inc. and Hayes Lemmerz International, Inc. The competitors in the wheel-ends and assemblies markets for heavy-duty trucks and commercial trailers are ArvinMeritor, Inc., Consolidated Metco Inc., and Webb Wheel Products Inc. The truck body and chassis parts markets are fragmented and characterized by many small private companies. The seating assemblies market has a limited number of competitors, with National Seating Company as our main competitor. Our major competitors in the industrial components market include ten to twelve foundries operating in the Midwest and Southern regions of the U.S. and Mexico. ArvinMeritor, Marmon Herrington and Cushman are the primary competitors in the steerable drive axle and gear box market.

Raw Materials and Suppliers

        We typically purchase steel for our wheel products from a number of different suppliers by negotiating high-volume contracts with terms ranging from one to two years. While we believe that our supply contracts can be renewed on acceptable terms, we may not be able to renew these contracts on such terms or at all. However, we do not believe that we are overly dependent on long-term supply contracts for our steel requirements as we have alternative sources available if need requires. Furthermore, it should be understood that the domestic steel industry, under normal circumstances, does not have the capacity to support the economy at large and the market thus depends on a certain level of imports. Depending on market dynamics and raw material availability, the market is occasionally in tight supply, which may result in occasional industry allocations and surcharges.

        We obtain aluminum for our wheel products through third-party suppliers. We believe that aluminum is readily available from a variety of sources. Aluminum prices have been volatile from time-to-time. We attempt to minimize the impact of such volatility through selected customer supported hedge agreements, supplier agreements and contractual price adjustments with customers.

        Major raw materials for our wheel-end and industrial component products are steel scrap and pig iron. The availability and price of steel scrap and pig iron are subject to market forces largely beyond our control, including North American and international demand for steel scrap and pig iron, freight costs, speculation, foreign exchange rates and governmental regulation. While we do not have any long-term contractual commitments with any steel scrap or pig iron suppliers, we do not anticipate having any difficulty in obtaining steel scrap or pig iron due to the large number of potential suppliers and our position as a major purchaser in the industry. In addition, at present, a portion of the increases in steel scrap prices for our wheel-ends and industrial components are passed-through to most of our customers by way of raw material price adjustments, which is calculated and adjusted on a periodic basis. However, we are not always able, and may not be able in the future, to pass on increases in the price of raw steel or aluminum to our customers on a timely basis or at all. Other major raw materials include silicon sand, binders, sand additives and coated sand, which are generally available from multiple sources. Coke and natural gas, the primary energy sources for our melting operations, have historically been generally available from multiple sources, and electricity, another of these energy sources, has historically been generally available.

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        The main raw materials for our truck body and chassis parts are sheet and formed steel and aluminum. Price adjustments for these raw materials are passed- through to our largest customers for those parts on a contractual basis. We purchase major fabricating and seating materials, such as fasteners, steel, foam, fabric and tube steel, from multiple sources, and these materials have historically been generally available.

Employees and Labor Unions

        As of September 30, 2010, we had approximately 3,022 employees, of which 657 were salaried employees with the remainder paid hourly. Unions represent approximately 1,739 of our employees, which is approximately 58% of our total employees. We have collective bargaining agreements with several unions, including: (1) the United Auto Workers; (2) the International Brotherhood of Teamsters; (3) the United Steelworkers; (4) the International Association of Machinists and Aerospace Workers; (5) the National Automobile, Aerospace, Transportation, and General Workers Union of Canada; and (6) El Sindicato Industrial de Trabajadores de Nuevo Leon.

        Each of our unionized facilities has a separate contract with the union that represents the workers employed at such facility. The union contracts expire at various times over the next few years with the exception of our union contract that covers the hourly employees at our Monterrey, Mexico, facility, which expires on an annual basis in January unless otherwise renewed. The 2010 negotiations in our Monterrey, Elkhart, Erie and Rockford facilities have been completed. In 2011, collective bargaining agreements at our Brillion, Elkhart, Livermore and Monterrey facilities expire, and we plan to timely negotiate new agreements at each facility. We do not anticipate that the outcome of the 2011 negotiations will have a material adverse effect on our operating performance or cost.

Intellectual Property

        We believe the protection of our intellectual property is important to our business. Our principal intellectual property consists of product and process technology, a number of patents, trade secrets, trademarks and copyrights. Although our patents, trade secrets, and copyrights are important to our business operations and in the aggregate constitute a valuable asset, we do not believe that any single patent, trade secret, or copyright is critical to the success of our business as a whole. We also own registered or common law trademarks in the U.S. and internationally for several of our brands, which we believe are valuable, including Accuride, Bostrom, Brillion, Fabco, Gunite, Highway Original and Imperial. Our practice is to seek protection for our intellectual property as appropriate, including by means of patent, trademark and trade secret protection. From time to time, we grant licenses under our intellectual property and receive licenses under intellectual property of others.

Backlog

        Our production is based on firm customer orders and estimated future demand. Since firm orders generally do not extend beyond 15-45 days and we generally meet all requirements, backlog volume is generally not significant.

Cyclical and Seasonal Industry

        The commercial vehicle components industry is highly cyclical and, in large part, depends on the overall strength of the demand for heavy- and medium-duty trucks. This industry has historically experienced significant fluctuations in demand based on factors such as general economic conditions, fuel prices, interest rates, government regulations, and consumer spending, together with the resulting impact of equipment utilization, freight rates, operating costs, and new and used equipment prices. From mid-2000 through 2003, the industry was in a severe downturn. From 2004 though 2006, major OEM customers experienced an upturn in net orders, which resulted in stronger industry conditions.

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Since the second quarter of 2007, the commercial vehicle market has experienced a severe drop in production as predicted by analysts, including ACT Publications and FTR Publications. We expect demand for our products to improve as economic conditions continue to improve.

        The heavy- and medium-duty truck commercial vehicle components aftermarket typically has less cyclical sales than the OEM market. The heavy- and medium-duty truck and trailer parts aftermarket enjoys more muted cyclicality because the purchase of replacement parts is nondiscretionary and truck maintenance is usage-driven. Additionally, customers in this aftermarket come from a broad range of end-markets, which helps reduce fluctuations in demand related to any one end-market. The heavy- and medium-duty aftermarket has experienced steady growth over the past decade, with total sales increasing nine out of the past ten years.

        In addition, our operations are typically seasonal as a result of regular customer maintenance and model changeover shutdowns, which typically occur in the third and fourth quarter of each calendar year. This seasonality may result in decreased net sales and profitability during the third and fourth fiscal quarters of each calendar year.

Properties

        The table below sets forth certain information regarding our material owned and leased properties of as of September 30, 2010. We believe these properties are suitable and adequate for our business.

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Facility Overview

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(a)

This property is a leased facility for which we have an option to buy at any time.

Environmental Matters

        Our operations, facilities, and properties are subject to extensive and evolving laws and regulations pertaining to air emissions, wastewater and stormwater discharges, the handling and disposal of solid and hazardous materials and wastes, the investigation and remediation of contamination, and otherwise relating to health, safety, and the protection of the environment and natural resources. The violation of such laws can result in significant fines, penalties, liabilities or restrictions on operations. From time to time, we are involved in administrative or legal proceedings relating to environmental, health and safety

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matters, and have in the past incurred and will continue to incur capital costs and other expenditures relating to such matters. For example, we are involved in proceedings regarding alleged violations of air regulations at our Rockford facility and stormwater regulations at our Brillion facility, which could subject us to fines, penalties or other liabilities. In connection with such matters, we are negotiating with state authorities regarding certain capital improvements related to the underlying allegations. Based on current information, we do not expect that these matters will have a material adverse effect on our business, results of operations or financial conditions; however, we cannot assure you that these or any other future environmental compliance matters will not have such an effect.

        In addition to environmental laws that regulate our ongoing operations, we are also subject to environmental remediation liability. Under the federal CERCLA and analogous state laws, we may be liable as a result of the release or threatened release of hazardous materials into the environment regardless of when the release occurred. We are currently involved in several matters relating to the investigation and/or remediation of locations where we have arranged for the disposal of foundry and other wastes. Such matters include situations in which we have been named or are believed to be potentially responsible parties in connection with the contamination of these sites. Additionally, environmental remediation may be required to address soil and groundwater contamination identified at certain of our facilities.

        As of September 30, 2010, we had an environmental reserve of approximately $1.5 million, related primarily to our foundry operations. This reserve is based on management's review of potential liabilities as well as cost estimates related thereto. The reserve takes into account the benefit of a contractual indemnity given to us by a prior owner of our wheel-end subsidiary. The failure of the indemnitor to fulfill its obligations could result in future costs that may be material. Any expenditures required for us to comply with applicable environmental laws and/or pay for any remediation efforts will not be reduced or otherwise affected by the existence of the environmental reserve. Our environmental reserve may not be adequate to cover our future costs related to the sites associated with the environmental reserve, and any additional costs may have a material adverse effect on our business, results of operations or financial condition. The discovery of additional environmental issues, the modification of existing laws or regulations or the promulgation of new ones, more vigorous enforcement by regulators, the imposition of joint and several liability under CERCLA or analogous state laws, or other unanticipated events could also result in a material adverse effect.

        The Iron and Steel Foundry NESHAP was developed pursuant to Section 112(d) of the Clean Air Act and requires major sources of hazardous air pollutants to install controls representative of maximum achievable control technology. Based on currently available information, we do not anticipate material costs regarding ongoing compliance with the NESHAP; however if we are found to be out of compliance with the NESHAP, we could incur liability that could have a material adverse effect on our business, results of operations or financial condition.

        Many scientists, legislators and others attribute climate change to increased emissions of GHGs, which has led to significant legislative and regulatory efforts to limit GHGs. There are bills pending in Congress that would limit and reduce GHG emissions through a cap-and-trade system of allowances and credits, under which emitters would be required to buy allowances to offset emissions. In addition, in late 2009, the EPA promulgated a rule requiring certain emitters of GHGs to monitor and report data with respect to their GHG emissions and, in June 2010 promulgated a rule regarding future regulation of GHG emissions from stationary sources. Also, several states, including states in which we have facilities, are considering or have begun to implement various GHG registration and reduction programs. Certain of our facilities use significant amounts of energy and may emit amounts of GHGs above certain existing and/or proposed regulatory thresholds. GHG laws and regulations could increase the price of the energy we purchase, require us to purchase allowances to offset our own emissions, require us to monitor and report our GHG emissions or require us to install new emission controls at our facilities, any one of which could significantly increase our costs or otherwise negatively affect our

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business, results of operations or financial condition. In addition, future efforts to curb transportation-related GHGs could result in a lower demand for our products, which could negatively affect our business, results of operation or financial condition. While future GHG regulation appears increasingly likely, it is difficult to predict how these regulations will affect our business, results of operations or financial condition.

Research and Development Expense

        Expenditures relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed as incurred. The amounts expensed in the fiscal years ended December 31, 2009, 2008, and 2007 totaled $6.8 million, $10.9 million and $7.3 million, respectively.

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MANAGEMENT

Identification of Directors

        The names of the members of our board of directors, and certain information about them as of December 21, 2010, are set forth below.

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(1)

Member of the Nominating and Corporate Governance Committee.

(2)

Member of the Compensation and Human Resources Committee.

(3)

Member of the Audit Committee.

Director Information

        The principal occupations and positions for at least the past five years of the current directors are described below, along with the specific experience, qualifications, attributes or skills that led to the conclusion that each director is qualified to serve on our board of directors.

         Michael J. Bevacqua joined Sankaty Advisors, LLC in 1999 and currently is Managing Director with responsibility for distressed investing and restructurings, which has provided Mr. Bevacqua with a unique understanding of the challenges facing a company after emerging from bankruptcy. Previously, Mr. Bevacqua was Vice President of First Union Capital Markets, where he worked in the Asset Securitization Group. Mr. Bevacqua also worked as an Associate in Corporate Finance at NationsBanc Capital Markets and spent four years as an officer in the U.S. Marine Corps. Mr. Bevacqua holds a B.S. in Finance from Ithaca College and an M.B.A. from Pennsylvania State University. Mr. Bevacqua's familiarity with restructurings and capital markets, as well as his experience as an executive officer within the investment community qualify him to serve on our board of directors.

         Keith E. Busse has served as the Chairman and CEO of Steel Dynamics, Inc. since 2007. From 1993 to May 2007, Mr. Busse also served as President and CEO of Steel Dynamics, Inc. Prior to 1993, Mr. Busse worked for Nucor Corporation for a period of twenty-one years, where he last held the office of Vice President. Mr. Busse is a co-founder of Steel Dynamics and is also Chairman of the Board and a director of Tower Financial Corporation. From 2008 to 2009 Mr. Busse was the American Iron and Steel Institute (AISI) Chairman and from 2004 to 2005 he served as Chairman of Steel Manufacturing Association. Mr. Busse has served on the board of directors of Tower Financial Corporation, a publicly held bank holding company, since 1998. He has also served as a Trustee for the University of St. Francis and Tri-State University. Mr. Busse holds a B.S. in Accounting from International Business College, a B.A. with a major in Business Finance and an Honorary Doctorate Degree in Business from St. Francis College, an M.B.A. from Indiana University, and an Honorary Degree of Doctor of Engineering from Purdue University. Mr. Busse's extensive experience as an executive officer with public manufacturing companies, his unique knowledge of the steel industry and prominent position in that industry's community and his accounting education and financial reporting expertise qualify him to serve on our board of directors.

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         Benjamin C. Duster, IV owns and manages B. Duster & Company, LLC, a strategic and financial consulting firm, and is an Executive Managing Director for Watermark Advisors, LLC, a broker-dealer headquartered in Greenville, South Carolina specializing in providing mergers and acquisitions, private capital financing, valuation, and financial and strategic modeling solutions to middle market, privately-owned businesses. From October 2001 through May 2005, Mr. Duster was a partner with Masson & Company, LLC, an interim and crisis management and financial restructuring firm and has extensive experience in turnaround management and restructuring. From 1997 to 2001 he was a Managing Director for Wachovia Securities where he headed the Mergers & Acquisitions advisory business focusing on middle market companies. Previously, Mr. Duster held various positions at Solomon Brothers from 1981 through 1997. Mr. Duster served as Chairman of the Board for Algoma Steel, Inc. from February 2002 through June 2007, and as a director for Neenah Foundry from September 2003 through May 2006. Mr. Duster currently serves as a director of Catalyst Paper, RCN Corporation and Ormet Corporation. Through his board membership, Mr. Duster has acquired substantial experience in corporate governance matters. Mr. Duster holds a B.A. in Economics from Yale College, an M.B.A. from Harvard Business School and a J.D. from Harvard Law School. Mr. Duster's relevant experience with turnaround management and restructuring, his valuable financial expertise, familiarity with mergers and acquisitions, capital markets transactions and private equity and his board experience and corporate governance knowledge qualify him to serve on our board of directors.

         Robert J. Kelly has been employed by Tinicum, the management company of Tinicum Capital Partners II, L.P., which we refer to as "TCP II," since 1991. Tinicum is an investment company that has been a long-standing investor of ours. Mr. Kelly currently is an observer on the board of X-Rite, Inc. and a Director of Penn Engineering and Manufacturing Corp, a leading manufacturer of specialty fasteners. Mr. Kelly has in the past served as a director of a number of TCP II portfolio companies. Prior to joining Tinicum, Mr. Kelly held positions at Pacific Telesis and Bain & Company. Mr. Kelly is a graduate of Yale College and the Stanford University Graduate School of Business. Mr. Kelly's knowledge of restructuring transactions, his familiarity with our Company, his investment expertise and his experience on the boards of private and public companies qualify him to serve on our board of directors.

         William M. Lasky has served as our Interim President and Chief Executive Officer since agreeing to serve in that capacity at the request of our Board in September 2008 upon resignation of our former President and Chief Executive Officer. Mr. Lasky will continue serving in such capacity until a permanent President and Chief Executive Officer is appointed. He has served as a director since October 2007 and as Chairman of the Board since January 2009. Mr. Lasky has served as the Chairman of the Board for Stoneridge, Inc., a manufacturer of electronic components, modules and systems for various vehicles, since July 2006, and has been a director of Stoneridge, Inc., since January 2004. Previously, Mr. Lasky served as the Chairman of the Board and President and Chief Executive Officer of JLG Industries, Inc., a manufacturer of aerial work platforms, telescopic material handlers and related accessories, from 1999 through late 2006. Prior to joining JLG Industries, Mr. Lasky served in various senior capacities at Dana Corporation from 1977 to 1999. Mr. Lasky holds a B.S. from Norwich University. Mr. Lasky's familiarity with the Company and ultimate responsibility for the day-to-day oversight of the Company, his extensive experience as an executive officer of manufacturing companies and his board memberships qualify him to serve on our board of directors.

         Stephen S. Ledoux has served as Managing Director, Rothschild, Inc., one of the world's leading independent investment banking organizations providing financial services to governments, corporations and individuals world wide, since 2001. Prior to joining Rothschild, Mr. Ledoux held the position of Portfolio Manager of Morgens Waterfall and Vintiadas, an investment advisory firm focused on equity and distressed debt investing from 1999 to 2001, as well as various positions at Lehman Brothers, The Blackstone Group, and Salomon Brothers. Mr. Ledoux holds a B.S. in Finance, Investments and Economics from Babson College. Mr. Ledoux's experience with distressed investing and his long career

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in investment banking, along with his business leadership skills and management experience qualify him to serve on our board of directors.

         John W. Risner has served as President of The Children's Tumor Foundation since 2005, after joining the Foundation as Treasurer in 2002. From 1997 to 2002, he served as a Senior Vice President and Senior Portfolio Manager—High Yield Bonds at AIG/Sun America Asset Management. From 1991to 1997 he was Vice President-Senior Portfolio Manager at Value Line Asset Management. Through his long career in corporate finance, Mr. Risner has obtained significant financial experience. Mr. Risner serves on the board of directors, audit and finance committees of NII Holdings, and previously served on the board of directors of Airgate PCS and UGC Europe. Mr. Risner has management and government relations experience through work as an executive of a nonprofit organization, and he currently Chairs the Congressionally Directed Medical Research Program NFRP Integration Panel. He has experience serving on audit, compensation, finance and special committees, and qualifies as an audit committee financial expert. Mr. Risner earned a B.S. from the University of Maryland, an M.B.A. from Fordham University and is a Chartered Financial Analyst. Mr. Risner's background in finance, directorship experiences and corporate governance expertise qualify him to serve on our board of directors.

Identification of Executive Officers

        Set forth below is information concerning our executive officers as of December 21, 2010.

        The principal occupations and positions for at least the past five years of the executive officers named above are as follows:

         William M. Lasky. Please see Mr. Lasky's biography set forth in "Identification of Directors," presented above.

         James H. Woodward, Jr. has served as our Senior Vice President/Chief Financial Officer since May 17, 2010. Mr. Woodward was previously the interim Senior Vice President/Chief Financial Officer from March 2009 to May 17, 2010. Mr. Woodward has more than thirty (30) years experience in corporate finance and currently serves as an independent director on the board of Altra Holdings, Inc. From January 2007 through February 2008, Mr. Woodward served as the Executive Vice President, Chief Financial Officer and Treasurer of Joy Global, Inc. Prior to joining Joy Global, Inc., Mr. Woodward worked as the Executive Vice President and Chief Financial Officer for JLG Industries, Inc. from 2002 through 2006 and served as Senior Vice President and Chief Financial Officer from 2000 through 2002. Mr. Woodward served nineteen years at Dana Corporation, from 1982 through 2000, working in a variety of management positions in the finance department, including Vice President and Corporate Controller from 1997 through 2000. He also previously worked in finance and auditing positions with Household International, Inc. and Touche Ross & Company from 1978 through 1982 and 1975 through 1978, respectively. Mr. Woodward received his Bachelor's Degree in Accounting from Michigan State University and is a Certified Public Accountant.

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         Edward J. Gulda has served as our Senior Vice President/Components Operations since December 2007. Prior to joining us, Mr. Gulda served as Principal for Kinnick Group LLC from 1998 to December 2007. He served as Chairman and Chief Executive Officer of Peregrine Incorporated from 1997 to 1998. Mr. Gulda also served as Chief Executive Officer of Kelsey Hayes from 1995 to 1996 as well as other senior management positions with Kelsey Hayes from 1989 to 1996, and was President and Chief Operating Officer of Dayton Walter from 1988 to 1989. Mr. Gulda holds a B.S.E. and an M.B.A. from the University of Michigan.

         James J. Maniatis has served as our Senior Vice President/Human Resources since October 2008. Mr. Maniatis previously served as Vice President/Human Resources from February to October 2008. Prior to joining us, Mr. Maniatis served as Vice President Human Resources for Cooper Lighting from 1997 to March 2007 and served in various other capacities for Cooper Industries from April 2007 through January 2008. Prior to that, he served as Vice President Human Resources for Varity Kelsey-Hayes from 1992 to 1997 and has also held senior human resource positions with RJR Nabisco. Mr. Maniatis received a B.B.A. from Loyola University.

         Stephen A. Martin has served as our General Counsel and Corporate Secretary since March 2008. Mr. Martin previously served as Vice President/Corporate Counsel from January 2007 through February 2008 and as Associate Corporate Counsel from December 2005 through December 2006. Prior to joining us, Mr. Martin was an attorney at Latham & Watkins LLP from January 2002 through October 2005. Prior to attending law school, Mr. Martin served as an officer in the U.S. Air Force for over six years. Mr. Martin received a B.S.E.E. from the University of Miami, an M.S.E.E. from the University of Southern California and a J.D. from Duke University School of Law.

         Gregory A. Risch has served as our Vice President/Chief Accounting Officer since January 2010. Mr. Risch previously served the Company in various capacities over the last 16 years, including as our Director of Financial Planning and Reporting from January 2008 through December 2009, Assistant Controller from May 2005 to December 2007, Plant Controller from August 2001 through April 2005, General Accounting Manager from April 1999 through July 2001, and Accountant/Analyst from August 1994 through March 1999. Mr. Risch received a Bachelor of Arts degree from Kentucky Wesleyan College and is a Certified Public Accountant.

         Richard F. Schomer has served as our Senior Vice President/Marketing and Sales since August 2007. Prior to joining us, since August 2000, Mr. Schomer served as a Principal at MR3 LLP, a business consulting firm he established, where he advised new enterprises in market development, product development, and quality and production improvement. Prior to that, Mr. Schomer served in various executive positions at AutoLign Manufacturing Group, Peregrine Incorporated, Lucas Varity (now TRW) and Freudenberg—NOK. Mr. Schomer received a B.S. from Defiance College, where he majored in business management.

         Leigh A. Wright has served as our Senior Vice President/Accuride Wheels since December 2007. Mr. Wright served as Vice President of Steel Wheels from May 2006 to December 2007 and as Director Operations—London from March 2004 to May 2006. Prior to joining us, Mr. Wright served as President of Office Specialty, a Toronto-based manufacturer of premium storage and seating products, from 2001 to 2003 and as Vice President and General Manager of ArvinMeritor Ride Control Products from 1996 to 2001. Mr. Wright holds an M.B.A. from the Richard Ivey School of Business at the University of Western Ontario, a C.I.M. from McMaster University, and a Manufacturing Engineering Technologist diploma from Fanshawe College in London, Ontario.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        The following discussion and analysis of compensation arrangements of our Named Executive Officers ("NEOs") for 2009 should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion.

        In 2009, our NEOs were, as follows:

Executive Summary

        2009 was a challenging year for Accuride because of the economic and commercial vehicle industry downturns, which resulted in our bankruptcy filing in October of that year. In response, it was necessary to modify our compensation programs in 2009 to address retention, as well as to redirect our incentive programs. For our NEOs, base salary remained the same as 2008 with the exception of Mr. Maniatis, who was awarded an increase in base salary in conjunction with a promotion to senior vice president, and Mr. Schomer, who received a salary increase based on merit and market comparables.

        During 2009, it became apparent that because of the economic downturn we were not going to satisfy any of the pre-established performance goals and therefore no annual bonuses would be earned (or were earned). We therefore adopted a retention incentive in May in order to retain certain key employees, and in connection with our bankruptcy we established a Key Executive Incentive Plan (KEIP) as a means of retaining key employees and incentivizing them towards maximizing liquidity and facilitating an early emergence from bankruptcy.

        Also, due to the significant decline in the price of our common stock and the limited number of shares available for issuance under our 2005 Incentive Award Plan, we modified the structure of our long-term incentive program in 2009 by reducing the overall target economic value of the awards and including a cash award component. The cash award component was designed to provide additional retention incentives and to offset the loss of economic value attributable to the limitations on the number of RSUs and SARs that were available for grant.

        Upon emergence from bankruptcy in February 2010, the Compensation Committee was replaced in full with new directors. Accordingly, the actions described below were taken by member of the Compensation Committee in 2009, and not by the current Compensation Committee. As of the Effective Date, all outstanding equity awards under our long-term incentive program were either cancelled or fully-vested, pursuant to the terms of the Plan of Reorganization.

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Compensation Objectives

        Our objectives in establishing compensation for executive officers, including our NEOs, are as follows:

•

Attract and retain individuals of superior ability and leadership talent;



•

Ensure senior officer compensation is aligned with our corporate strategies, business objectives and the long-term interests of our stockholders;



•

Increase the incentive to achieve key strategic and financial performance measures by linking incentive award opportunities to the achievement of performance goals in these areas; and



•

Enhance the officers' incentive to increase our stock price and maximize stockholder value by providing compensation opportunities in the form of equity.

        Except with respect to William M. Lasky, our Interim President and CEO, and Mr. Woodward, our Senior Vice President and CFO, whose compensation is discussed below, our compensation program has historically consisted of a fixed base salary and variable cash and stock-based incentive awards. This mix of compensation is intended to ensure that total compensation reflects our overall success or failure and to motivate executive officers to meet appropriate performance measures. Total compensation is allocated between cash and equity compensation based on benchmarking to market consensus compensation levels and a peer group, discussed below. In addition, we consider the balance between providing short-term incentives and long-term equity compensation.

        In 2006 the Compensation Committee commissioned the design of and implemented an annual systematic equity award granting program within the existing structure of our 2005 Incentive Award Plan. This program was intended to improve the motivation and retention value of our long-term incentives and provide competitive equity opportunities relative to our industry segment and general industry as a whole. Based upon the results of that study, an executive officer's total compensation package is comprised of a base salary, an annual performance-based cash incentive program and a long-term incentive program ("LTIP") under our 2005 Incentive Award Plan, historically consisting of annual grants of RSUs and stock-settled stock appreciation rights ("SARs"). As a result, our senior executive management team members have historically had a substantial portion of their potential compensation tied to performance- and incentive-based programs based on the financial performance of the Company.

        With respect to the 2009 compensation of Mr. Lasky, who in addition to continuing to serve as a member of our Board of Directors agreed to serve as our President and CEO on an interim basis commencing in September 2008 upon resignation of our former President and CEO, the Compensation Committee sought to compensate Mr. Lasky appropriately for taking on such additional responsibilities under challenging circumstances, while taking into consideration the marketplace consensus compensation data for CEOs at our peer companies as determined in the compensation consultant analysis performed in late-2007. As a result, Mr. Lasky and the Company agreed that Mr. Lasky would receive annual compensation of $800,000, plus cash equal to the retainer and other cash fees (except meeting fees) paid to the Company's non-employee directors and upon the same terms and conditions ($85,000 per annum in 2009), as well as an annual equity grant equal to the equity grants issued annually to the Company's non-employee directors (in 2009, 10,000 RSUs which vest over one year). In addition, concurrently with his appointment, the Compensation Committee granted Mr. Lasky 250,000 shares of restricted common stock of the Company, which vested in March 2009. Because his service as President and CEO was intended to be on an interim basis at the time his 2009 compensation was established, Mr. Lasky did not participate in the Company's annual cash-based short-term performance incentive program (see the discussion below regarding our AICP) or in the LTIP in 2009. As Mr. Lasky's service was intended to be temporary, the Company agreed to pay for travel, lodging, meals and other incidental expenses incurred by Mr. Lasky while he was away from his home and at

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the Company's headquarters. The Company viewed these expenses as necessary in order to secure Mr. Lasky's services during 2009. See "Executive Compensation—Summary Compensation Table—2009," below.

        With respect to the 2009 compensation of Mr. Woodward, who agreed to serve as our Senior Vice President and CFO on an interim basis in contemplation of the April 2009 departure of David K. Armstrong, our former Senior Vice President and CFO, the Compensation Committee sought to compensate Mr. Woodward appropriately for assuming a critical role on an interim basis, taking into consideration the cost of hiring an interim CFO through an agency as well as other market data. As a result, Mr. Woodward and the Company agreed that Mr. Woodward would receive annualized compensation of $720,000, and Mr. Woodward did not participate in the Company's annual cash-based short-term performance incentive program (see the discussion below regarding our AICP) or in the LTIP in 2009. As Mr. Woodward's service was intended to be temporary, the Company agreed to pay for travel, lodging, meals and other incidental expenses incurred by Mr. Woodward while he was away from his home and at the Company's headquarters. The Company viewed these expenses as necessary in order to secure Mr. Woodward's services during 2009. See "Executive Compensation—Summary Compensation Table—2009," below.

Determination of Compensation and Awards

        The Compensation Committee has the primary authority to determine and recommend the compensation paid to the Company's executive officers. The Compensation Committee has from time to time retained the services of a compensation consultant to assist it in determining the key elements of our compensation programs, as well as analyzing key executive management compensation relative to comparable companies. In late-2008, the Company's compensation consultant Hewitt Associates ("Hewitt") assisted the Compensation Committee in analyzing key executive management compensation by providing an updated analysis of compensation to similarly situated executives at comparable companies. Additionally, in mid-2009, Hewitt assisted the Compensation Committee in structuring the Key Executive Incentive Plan that was implemented as part of our bankruptcy process. The Compensation Committee will periodically review and revise the previous compensation analyses so that it may keep informed about emerging compensation design, as well as competitive trends and issues.

        In addition to compensation consulting fees, Hewitt earned fees in 2009 from the Company by assisting with various human resources matters, including benefit and pension plan testing and actuarial analyses, compensation and benefits analysis, proxy disclosure matters, and other consulting services. In 2009, Hewitt earned $124,922 from providing compensation consulting services to our Compensation Committee and $181,795 (after accounting for reimbursements from Mass Mutual, the Company's 401(k) and pension plan administrator) for providing all other services to the Company. Notwithstanding the fees earned by Hewitt for non-compensation consulting services, the Compensation Committee at the time was satisfied that Hewitt would provide independent advice regarding executive compensation matters.

        To aid the Compensation Committee in setting compensation, our CEO provides recommendations annually to the Compensation Committee regarding the compensation for all executive officers, but does not actually set any NEO's compensation. Each member of our senior executive management team, in turn, participates in an annual performance review with the CEO and provides input about his or her contributions to our success for the relevant period. The Compensation Committee reviews the performance of each senior executive officer annually. The CEO participates in such annual performance review with the Compensation Committee.

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Compensation Benchmarking and Peer Group

        As discussed above, through the information and analysis provided by the compensation consultants, the Compensation Committee compares base salary structures and annual incentive compensation to our market sector and industry in general. This approach ensures that our compensation remains competitive in our market and relative to our industry peers. In determining the level of compensation provided to our executive officers, the Compensation Committee evaluated consensus marketplace executive compensation levels for base salary, total cash compensation (base salary plus short-term incentives), and total direct compensation (total cash compensation plus long-term incentives, including stock option awards valued using the Black-Scholes model). The 2008 marketplace consensus compensation data for our CFO, and our business unit leaders was determined using strictly the peer group data. For other executive positions, both published survey data and the Company's peer group data were used. Published survey data included companies with revenues ranging from $590 million to $6.5 billion, and was gathered from two surveys: manufacturing and auto/vehicle manufacturing industry data from Hewitt's Total Compensation Measurement™ (Manufacturing) survey and Mercer's 2008—US—US Executive Compensation Survey (General Industry). During 2009, our peer group consists of the following 15 leading suppliers in the transportation sector:

        We typically target the aggregate value of our total compensation at approximately the median level of market consensus compensation for most executive officer positions. However, we strongly believe in retaining the best talent among our senior executive management team. To retain and motivate these key individuals, the Compensation Committee may determine that it is in our best interests to negotiate total compensation packages with senior executive management that may deviate from the general principle of targeting total compensation at the median level of market consensus compensation. Equity grant guidelines have historically been set by job level, using market survey data and current guidelines to determine the appropriate annual grant levels for the upcoming year. While target compensation is generally set near the market median, performance results in actual payout levels that may be above or below the market median.

        Our 2008 review indicated that we were providing annual cash compensation and long-term incentives that were generally comparable to the median of market consensus compensation, and that the design of base and incentive annual cash compensation appropriately provides market compensation to our executive officers.

Base Compensation

        An NEO's base salary is based on his or her performance, as well as, comparable compensation of similar executives in surveys and our peer group. The Compensation Committee plans to continue to review base salary data from compensation research using survey data as well as actual salaries reported in the proxy statements of peer group companies. In addition to market positioning, each year base salaries may increase based upon the performance of the NEO as assessed by the Compensation Committee. In 2009, base salary remained the same as 2008 for our NEOs with the exception of Mr. Maniatis, who was awarded an increase in base salary in conjunction with a promotion to senior vice president, and Mr. Schomer, who received a salary increase based on merit and market comparables.

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Performance-Based Compensation

        Historically, our compensation programs have been structured to reward executive officers based on our performance and the individual executive's contribution to that performance. This allows executive officers to receive incentive compensation in the event certain specified corporate performance measures are achieved. In determining the compensation awarded to each NEO based on performance, the Compensation Committee has historically evaluated our performance and an executive's performance in a number of areas.

Annual Performance-Based Incentive Cash Compensation ("AICP")

        Our AICP is a cash-based short-term performance incentive program. The Compensation Committee, with input from the senior executive team, establishes goals for the AICP program based on our past performance, expected industry trends and projected revenue and earnings targets. We have historically used bank adjusted EBITDA and free cash flow ("FCF"), which is defined as cash from operations less capital expenditures, of the Company ("Corporate EBITDA" and "Corporate FCF", respectively) as performance goals for determining AICP payments. In addition, we have in the past included operating segment and sub-segment level EBITDA and adjusted cash flow ("ACF") metrics among the AICP metrics for our senior managers that lead such operating segments and sub-segments. However, in 2009 the performance goals for all participating NEOs were limited to Corporate EBITDA and Corporate FCF.

        Corporate EBITDA and Corporate FCF goals typically correspond with projected EBITDA and FCF contained in our annual budget, which is established in December for the upcoming year, based upon input from management and the Board. Final payment for each AICP component is determined based upon the actual results for such component, compared with certain pre-established threshold, target and maximum goals for that component. Threshold goals are typically established based on achievement of 90% of the budgeted targets, and maximum goals are typically set based on achievement of 110% of the budgeted targets.

        Subject to the discretion of the Compensation Committee and/or management, no payment for a particular AICP component is earned unless the threshold goal is achieved. There is no guaranteed minimum payout under the AICP, and, subject to the discretion of the Compensation Committee as outlined above, there is no AICP payment in the event that (i) the EBITDA results are below the threshold value, (ii) the Company is cited with a material weakness in its internal controls under Section 404 of the Sarbanes-Oxley Act or (iii) the Company violates its bank covenants. Proportional awards can also be earned for goal attainment levels between threshold and maximum performance target levels.

        The performance goals under the AICP may be adjusted by the Compensation Committee to account for unusual events such as extraordinary transactions, asset dispositions and purchases, and mergers and acquisitions if, and to the extent, the Compensation Committee does not consider the effect of such events indicative of Company performance. Payments under the AICP are contingent upon continued employment, though pro rata payments will be paid in the event of retirement, job elimination due to restructuring, death or disability based on that year's actual performance relative to the targeted performance measures for each objective. The AICP is designed to provide annual cash incentives that the Compensation Committee has historically believed are necessary to retain executive officers and reward them for short-term Company performance. It is further designed to intensify executive officers' focus on Company financial performance and value creation and on achieving Company goals through "at risk" compensation.

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        The 2009 AICP structure for our senior executive management team (other than Messrs. Lasky and Woodward who did not participate in the AICP in 2009) was:

        Threshold Corporate EBITDA and Corporate FCF targets for 2009 were $80 million and $(24.3), respectively. Due to a variety of conditions, however, including, most significantly, the challenges presented by the general economic and industry downturn in 2009, the Company did not achieve any of its AICP thresholds for 2009. Accordingly, no bonuses under our AICP were earned in 2009.

Long-Term Incentive Plan ("LTIP")

        As described earlier, historically we have made annual grants of SARs and RSUs, with fifty percent (50%) of the grant value expected to be delivered through stock-settled SARs and fifty percent (50%) through RSU awards. Like stock options, SARs are performance-based, rewarding participants only when value has been created through stock price appreciation. RSU awards are designed to align the recipient's interests with shareholders as well as to serve as a long-term retention tool.

        For the 2009 grants, the annual target LTIP values for our NEOs (other than Messrs. Lasky, Woodward and Armstrong) were:

        As described below, the target value of the 2009 LTIP awards listed in this table reflect a reduction of approximately twenty-seven (27%) from the equivalent target award value for 2008. No LTIP awards were granted to Messrs. Lasky and Woodward due to the interim nature of their positions at the time 2009 LTIP grants were made. Mr. Armstrong had announced his plans to leave the company prior to the time 2009 LTIP awards were made and thus did not receive an award.

        These long-term incentive targets, when considered in conjunction with current base salaries and short-term cash incentives under the AICP, were designed to provide a competitive total compensation opportunity for our executives. However, the actual value to be received by the executive would have, of course, depended upon the value of our prepetition common stock at the time of vesting in the case of the RSUs, and at exercise in the case of the SARs.

        Due to the significant decline in the price of our prepetition common stock and the limited number of shares available for issuance under our 2005 Incentive Award Plan, the Compensation Committee elected to adjust the structure of the LTIP awards in 2009. Rather than divide the value of the total target LTIP award between RSUs and SARs as it had done in the past, the Compensation Committee determined that it would approximately double the number of each of the SARs and RSUs awarded to each recipient in 2008, and then supplement the value conveyed in such RSU and SAR awards with a cash award to achieve a total grant value of approximately seventy-three percent (73%) of the annual LTIP target. In structuring the 2009 LTIP awards in this fashion, the Compensation Committee attempted to strike a balance between providing meaningful long term equity incentives, judiciously using the remaining equity pool under the 2005 Incentive Award Plan and providing an award whose reduced total value reflected the difficult economic circumstances facing the Company. In addition, the structure of the 2009 LTIP awards was consistent with the approach used in determining the 2009 Board of Directors equity grant program. The cash award was designed to provide a set level of compensation at the same time as the RSUs would have vested. Accordingly, the cash award vests

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on the same schedule as the RSU grants would have vested, including automatic vesting upon a change in control or the award recipient's death.

2009 Retention and Incentive Programs

        In May 2009, due to the extraordinary challenges placed upon the Company by the economic and industry downturn and the existing equity incentive programs not providing the desired retention incentive, the Board of Directors determined the Company was at risk of not retaining certain critical employees and implemented a cash retention bonus program, for each of Messrs. Gulda, Maniatis and Schomer, as well as a limited number of other key employees. Pursuant to the cash retention bonus agreements, each of these NEOs received a bonus equal to his base salary if he remained employed through May 7, 2010, or was terminated without cause prior thereto. The retention bonus agreements were subject to the executive entering into and complying with certain noncompete and confidential information covenants. The noncompete applies during employment and for a period of 24 months following executive's termination for any reason. The covenant regarding confidential information has no set duration and remains applicable as long as the information the executive possesses remains confidential. If the executive violates his noncompete or confidential information covenants prior to November 7, 2010, then he is obligated to repay his retention bonus in full, and we may offset that amount against any other amounts that we may owe him. The retention bonuses do not offset any severance that may be payable under the executive's Severance and Retention Agreement. All cash retention bonuses were paid in May 2010.

        In addition, in order to incentivize certain management employees to optimize our emergence from bankruptcy by (i) maximizing liquidity and (ii) facilitating an early emergence from bankruptcy, we implemented a Key Executive Incentive Plan ("KEIP"), in which all of our NEO's other than Mr. Armstrong, who had already departed the Company, participated. The amounts to be paid under the KEIP, or the total plan pool, were based upon: (i) the attainment of a threshold liquidity target upon emergence from bankruptcy and (ii) the date of emergence from bankruptcy. The size of the total plan pool ranged from $2.42 million to $4.41 million. However, no amounts were payable under the KEIP if either a threshold liquidity of $56 million plus two times the total plan pool was not met, or if emergence occurred after May 31, 2010. The design of the KEIP and the amount of KEIP payment to be received by each NEO was set by the Compensation Committee at the time, based on recommendations from Hewitt as to similar plans for companies in bankruptcy. Elements of the KEIP were also negotiated with our creditors and approved by the Bankruptcy Court. All KEIP payments were made on the Effective Date and Messrs. Lasky and Woodward's KEIP payments were paid in Common Stock.

Other Elements of Compensation and Perquisites

        NEOs are also eligible to participate in various employee benefit plans which we provide to all employees and executives in general. Additionally, the executives also receive certain fringe benefits and perquisites, which are more fully described in the narrative to the Summary Compensation Table. These employee benefits and perquisites are used by the Company to provide additional compensation to executives as a means to attract and retain executives.

Compensation Recovery Policy

        We maintain a clawback policy relating to LTIP awards. Under the clawback provisions specified in our award agreements, LTIP award holders will forfeit any unvested cash awards, SARs and/or RSUs, as applicable, if they violate any non-compete or non-solicitation covenants they may have. In addition, if he or she violates such covenants within 24 months after he or she received cash or stock in settlement of any SARs and/or RSUs, he or she must repay the full amount of all amounts of the cash award previously received and/or an amount equal to the sum of (a) the gross sales proceeds of any

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such stock that was previously sold plus (b) the closing market price per share of the stock on the date it was distributed to him or her for any share of stock which has not been sold. These provisions serve to ensure that executive officers act in our best interest and that of our stockholders even after termination of employment.

Policies with Respect to Equity Compensation Awards

        The exercise price of all stock options and SARs is based on the fair market value of our common stock on the date of grant. Under the 2005 Incentive Award Plan, fair market value is defined as the closing price for our common stock on the grant date. We do not have a policy of granting equity-based awards at any other price.

        Equity awards are typically made under the compensation programs discussed above at regularly scheduled meetings of the Compensation Committee. The Company has historically made annual LTIP grants at the Board meeting held in conjunction with our annual meeting of stockholders. The effective date for equity grants is usually the date of such meeting. The Compensation Committee also may make grants of equity incentive awards in its discretion, including in connection with the hiring of new executives or upon promotion. In such case the effective date of such grants may be in the future.

Stock Ownership Guidelines

        As a further method of aligning director and executive interest with that of the shareholder, we have established stock ownership guidelines for our directors and senior executives. Under the stock ownership guidelines, each director and senior executive officer is expected to hold Common Stock that has a fair market value of a multiple of his or her base annual retainer (for directors) or salary (for senior executives) by December 31, 2011 or five years from his or her first grant of stock, whichever is later. These stock ownership guidelines are as follows:

Policy Regarding Tax Deductibility of Compensation

        Within its performance-based compensation program, the Company aims to compensate the senior executive management team in a manner that is tax effective for the Company. Currently, all annual compensation is intended to be deductible under Section 162(m) of the Code. SARs are performance based and also deductible under Section 162(m). However, RSUs, the cash awards and retention payments are not performance based and therefore may not be deductible under Section 162(m). In the future, the Compensation Committee may determine that it is appropriate to pay compensation which is not deductible.

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SUMMARY COMPENSATION TABLE—2009

        The following table summarizes the annual compensation for fiscal years 2009, 2008, and 2007 paid to or earned by our CEO, CFO, the three of our other most highly-compensated executive officers who were serving as executive officers at the end of fiscal year 2009, and our former CFO, David K. Armstrong, whose employment with us ended in April 2009, whom we refer to collectively as the "Named Executive Officers" or "NEOs:"

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Narrative to Summary Compensation Table

        A description of various employee benefit plans and fringe benefits available to our NEOs and certain other employees are described below.

Equity Grants

        Prior to our IPO we made stock option grants from time to time. At the time of our IPO in 2005, we issued a number of stock option awards to our directors and senior executives, as well as other employees under our 2005 Incentive Award Plan. These IPO grants were divided equally between time-based vesting awards and time- and performance-based vesting awards, with the latter being forfeited in the event we do not achieve predetermined annual bank adjusted EBITDA targets. Subsequent to the IPO, we periodically issued discretionary stock option awards to newly hired employees and upon promotions. As discussed in the Compensation Discussion and Analysis, in 2006 we implemented our long term incentive program, which provides annual grants of RSUs and SARs, and discontinued the practice of granting stock options. Equity grants typically have a three and one-half year vesting schedule and are awarded to align the executive's interest with those of the stockholder by incenting the creation of additional stockholder value through stock price appreciation and acting as a long-term retention tool.

Defined Contribution Plans

        We have a Section 401(k) Savings/Retirement Plan, which we refer to as the "401(k) Plan," which covers all of our eligible employees. Effective January 1, 2009, plan participants in the 401(k) Plan receive matching contributions in an amount equal to one dollar for every dollar they contribute on the first 1%, and fifty cents for each dollar they contribute on the next 5%, of the participant's annual salary, subject to certain IRS limits. Matching contributions to 401(k) Plan participants become vested after two years of employment. Employees are eligible to participate in the 401(k) Plan in the first payroll period after thirty days of employment. Effective March 23, 2009, however, we indefinitely suspended the matching contributions in order to reduce expenses in response to the on-going industry and economic downturn.

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Defined Benefit Plans

        The Accuride Retirement Plan, which we refer to as the "Retirement Plan," covers certain employees who began employment prior to January 1, 2006. Under the Retirement Plan, each participant has a "cash balance account" which is established for bookkeeping purposes only. Prior to 2009, each year, each participant's cash balance account was credited with a percentage of the participant's earnings (as defined in the Retirement Plan), which we refer to as the "Base Earning Credit." The percentage ranged from 2% to 11.5%, depending on the participant's age, years of service, and date of participation in the Retirement Plan. If a participant had excess earnings above the Social Security taxable wage base, then an additional 2% of the excess earnings amount was credited to the participant's account, which we refer to as the "Supplemental Earning Credit." Participants' accounts also are credited with interest each year, based upon the rates payable on certain U.S. Treasury debt instruments. Employees' first becoming participants after January 1, 1998, also receive an additional credit for their first year of service. Effective January 1, 2009, the Retirement Plan was modified such that no further Base Earning Credits or Supplement Earning Credits will be credited to participants' cash balance accounts. However, interest credits will continue to be credited to participants' cash balance accounts.

        A participant's benefit at normal retirement age, if calculated as a lump sum payment, equals the balance of his or her cash balance account. The actuarial equivalent of the account balance also can be paid as a single life annuity, a qualified joint and survivor annuity, or an alternative form of payment allowed under the Retirement Plan.

Financial Planning Fees

        In 2009, we provided each NEO, other than Mr. Woodward, and certain other executives a stipend to cover the cost of financial planning services. The stipend in 2009 was $13,100 per year for Mr. Lasky and $10,400 for each of our Senior Vice Presidents, plus a gross-up for taxes incurred by the executive on the stipend.

Executive Life Insurance Plan

        Historically, certain executive officers annually received an amount to pay the premium on a flexible premium variable universal life insurance policy or variable annuity, to be wholly owned by the executive. The annual amount was equal to 7% of the executive's base salary plus 50% of such amount in order to offset taxes. However, no Executive Life Insurance Plan, which we refer to as "ELIP," payment was made to any executive in 2009 in order to reduce expenses in response to the on-going industry and economic downturn.

Executive Health Care

        Each NEO and certain other executives are eligible to participate in the Mayo Clinic's Executive Health Program, which provides a comprehensive examination and access to Mayo's medical, surgical and laboratory facilities. We pay the cost of certain eligible Mayo services, with any additional ineligible services billed directly to the NEO's insurance company.

Executive Retirement Allowance

        Each NEO, as well as certain other executives, receives an executive retirement allowance in order to replace benefits lost due to the compensation that may be taken into account under our tax qualified retirement plans (the 401(k) Plan and the Retirement Plan). Effective January 1, 2009, the annual executive retirement allowance is equal to the sum of (i) 3.5% of the executive's base salary for the calendar year in excess of the compensation limits set forth in our 401(k) Plan, (ii) the retirement contribution percentage multiplied by the executive's base salary in excess of the compensation limits

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set forth in our 401(k) Plan, and (iii) an amount equal to the transition credits that the executive would be entitled to receive under the 401(k) Plan if that plan were not subject to the compensation limit, less the actual transition credits received by the executive under the 401(k) Plan for that year. The allowance is in the form of a cash payment to eligible executives and is grossed-up for taxes. Due to the economic and industry downturn in 2009, no retirement contribution or transition credits were made for the 2009 plan year in order to reduce expenses in response to the on-going industry and economic downturn. Also, as noted above, effective March 23, 2009, we suspended our match to employee 401(k) Plan contributions.

Retirement Contribution Plan

        Effective January 1, 2009, our Annual Profit Sharing program was replaced by our retirement contribution program. Under our retirement contribution program, we will determine whether or not to make a discretionary contribution of 3% of total pay up to the Social Security Wage Base ($106,800 for 2009), which we refer to as the "SSWB," and of 6% of total pay exceeding the SSWB. In order to be eligible, employees must have completed at least thirty days continuous employment and must be employed on the last day of the plan year (December 31 ^st ), provided, however, that participants who retire, die, become disabled, enter into service with the armed forces of the U.S., or terminate employment due to an involuntary reduction in workforce, during the plan year are also eligible to receive a discretionary retirement contribution. Actual contributions are calculated based on the eligible employee's "salary" as defined by the Plan. Retirement contributions are either paid in cash or contributed to the recipient's 401(k) account, depending upon regulatory compliance, and become vested after two year of service. We did not make a retirement contribution for the 2009 plan year.

Personal Excess and Gross-Up

        We pay premiums on personal excess umbrella insurance coverage for each of our NEOs as well as all of our other Senior Vice Presidents and certain Vice Presidents. This policy provides liability coverage in excess of the individual's underlying insurance anywhere in the world unless stated otherwise or an exclusion applies. This policy pays on the behalf of the employee up to their specific limit amount for covered damages from any one occurrence, regardless of how many claims, homes, vehicles, watercraft, or people are involved in the occurrence; again, which are in excess of the underlying policy. Current policy limits are $10,000,000.

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GRANTS OF PLAN-BASED AWARDS—2009

        The following table shows all grants of awards in 2009 to each of the executive officers named in the Summary Compensation Table:

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Narrative to Grants of Plan-Based Awards Table

        Vesting in pre-bankruptcy LTIP awards were generally under an approximately three and one-half year back-loaded vesting schedule. Pre-bankruptcy SAR grants under the LTIP generally had a three and one-half year cliff vesting schedule, subject to accelerated vesting based on our financial performance. In particular, twenty five percent (25%) of the total SAR award were eligible to vest each year through the attainment of the same target bank adjusted EBITDA goal established for the AICP. Pre-bankruptcy RSU awards granted under our LTIP vested in annual installments of 10%, 20%, 30% and 40% over approximately a three and one-half year period on each December 1 ^st  following the date of grant.

        In 2009, the target bank adjusted EBITDA goal that would trigger accelerated vesting of a portion of outstanding SAR awards was $80 million. This goal was not achieved.

        Notwithstanding the vesting procedures outlined above, SAR and RSU grants vested pro rata , as specified in the award agreements, if the recipient's employment terminated due to death, disability, or qualified retirement (i.e., age 55 or over after having at least ten years of service, or over age 65 and other than by reason of termination for cause). Our pre-bankruptcy RSU and SAR award agreements specify that unvested shares will vest upon a change in control.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE—2009

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OPTIONS EXERCISED & STOCK VESTED DURING FISCAL 2009

PENSION BENEFITS

Potential Post Employment Payments

Severance and Retention Arrangements—Change of Control

        We have entered into amended and restated severance and retention agreements with each NEO, other than Mr. Lasky due to the fact that he was serving in an interim capacity during 2009.

        The amended and restated severance and retention agreements have a one-year term, subject to automatic one-year renewals if not terminated by either party in accordance with the terms of the agreement. If a "Change of Control" (as defined in the agreement) occurs, the scheduled expiration date of the initial term or renewal term, as the case may be, will be extended for a term ending 18 months after the Change of Control. A Change in Control within the meaning of the agreements occurred as a result of the implementation of the Plan of Reorganization.

        Under the terms of the amended and restated severance and retention agreement, a NEO is entitled to severance if the executive's employment is terminated by us without "cause" or if he or she terminates employment for "good reason" (as these terms are defined in the agreement). This

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severance generally is equal to one year of the executive's base salary. However, if such termination is within 18 months following a Change of Control, then such severance benefits are as follows:

•

For each of Messrs. Gulda, Maniatis, Schomer and Woodward, a payment equal to 200% of his salary plus 200% of the greater of (i) the annualized AICP payment to which he would be entitled as of the date on which the Change of Control occurs or (ii) his average AICP payment over the three years prior to termination.



•

In addition, each participating NEO is entitled to continue certain employee benefits, including health, disability, accident and dental insurance coverage for an 18 month period from the date of termination or if earlier, the date on which the executive receives such benefits from a subsequent employer.

        Any such severance is reduced by all payments the executive may become entitled under any other severance policy we may have with the exception of a one year retention plan.

        All severance is subject to the executive executing a general release of claims and agreeing to non-compete and non-solicitation covenants. In addition, if necessary to comply with the tax laws, the severance may not be paid until six months following the NEO's termination.

        No severance is payable if the NEO's employment is terminated for "cause," if they resign without "good reason" or if they become disabled or die.

        Finally, under the terms of the 2005 Equity Incentive Plan, in the event of a Change of Control, if all options, RSUs or SARs settled in stock are not converted, assumed, or replaced by a successor, then such awards will become fully exercisable and all forfeiture restrictions on such awards will lapse and all RSUs shall become deliverable, unless otherwise provided in any award agreement or any other written agreement entered into with an executive. Our stock option, RSU and SAR award agreements outstanding as of the end of 2009 provided that such awards would vest upon a Change of Control. A Change in Control occurred upon our emergence from bankruptcy on the Effective Date, at which time all outstanding awards vested, including the cash awards. SARs and Options were cancelled since they all had base prices which were below the market price of our prepetition common stock and shares of our prepetition common stock were delivered in settlement of all outstanding RSUs based on the appropriate conversion rate of our old equity for new equity.

Value of Payment Presuming Hypothetical December 31, 2009 Termination Date

        The following tables summarize enhanced payments our NEOs would be eligible to receive assuming a hypothetical separation of employment on December 31, 2009, based upon the circumstances listed in the columns of each table. Mr. Armstrong is excluded since he is no longer employed with us following his resignation. The tables do not include amounts for vested equity awards and vested pension benefits, or similar non-discriminatory benefits to which each NEO is eligible. No amounts are payable to an executive, and no stock options, RSUs, SARs or cash awards will vest if the executive voluntarily terminates his or her employment, other than for "good reason," or is terminated for cause.

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William M. Lasky

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James H. Woodward, Jr.

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