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As filed with the Securities and Exchange Commission on January 10, 2005

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Accuride Corporation
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 		  3714
(Primary Standard Industrial
Classification Code Number) 		  61-1109077
(I.R.S. Employer
Identification No.)

7140 Office Circle
Evansville, Indiana 47715
Telephone: (812) 962-5000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

John R. Murphy
Chief Financial Officer
Accuride Corporation
7140 Office Circle
Evansville, Indiana 47715
Telephone: (812) 962-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Christopher D. Lueking, Esq.
Mark V. Roeder, Esq.
Latham & Watkins LLP
Sears Tower, Suite 5800
233 South Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 876-7700
Facsimile: (312) 993-9767 		  Risë B. Norman, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
Telephone: (212) 455-2000
Facsimile: (212) 455-2502

        Approximate date of commencement of proposed sale to the public:     As soon as practicable after the effective date of this registration statement.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.  o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o                         

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o                         

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o                         

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  o

CALCULATION OF REGISTRATION FEE

Title of each class of
securities to be registered
  Proposed maximum
offering price(1)
  Amount of
registration fee
Common stock, par value $0.01 per share   $290,000,000.00   $34,133.00
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. See "Underwriting."

         The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 10, 2005

PROSPECTUS

                  Shares

GRAPHIC

Common Stock

        We are offering                        shares of our common stock in this initial public offering. The selling stockholders named in this prospectus are offering an additional                         shares. We will not receive any proceeds from the sale of shares by the selling stockholders. We and the selling stockholders have granted the underwriters a 30-day option to purchase up to                        additional shares of common stock at the public offering price less the underwriting discount to cover over-allotments.

        No public market currently exists for our common stock. We intend to apply for listing of our common stock on the New York Stock Exchange under the symbol "            ." We currently estimate that the initial public offering price will be between $            and $            per share.

         Investing in our common stock involves risks. See "Risk Factors" beginning on page 17.

        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.

 
  Per Share
  Total
Public offering price   $                 $              
Underwriting discount   $                 $              
Proceeds to Accuride Corporation (before expenses)   $                 $              
Proceeds to selling stockholders (before expenses)   $                 $              

        The underwriters expect to deliver the shares to purchasers on or about                        , 2005.

Citigroup        

Deutsche Bank Securities

UBS Investment Bank

                        , 2005


TABLE OF CONTENTS

 
  Page
Prospectus Summary   1
Risk Factors   17
Special Note Regarding Forward-Looking Statements   30
TTI Merger   31
Use of Proceeds   32
Dividend Policy   32
Capitalization   33
Dilution   34
Pro Forma Consolidated Financial Data   36
Selected Historical Consolidated Financial and Other Data of Accuride   45
Management's Discussion and Analysis of Financial Condition and Results of Operations   48
Industry   63
Business   69
Management   82
Principal Stockholders and Selling Stockholders   95
Certain Relationships and Related Party Transactions   99
Description of Certain Indebtedness   102
Description of Capital Stock   103
Shares Eligible for Future Sale   107
Material U.S. Federal Income and Estate Tax Consequences for Non-U.S. Holders   109
Underwriting   113
Notice to Canadian Residents   116
Legal Matters   118
Experts   118
Where You Can Find Additional Information   118
Index to Financial Statements of Accuride Corporation   F-1
Index to Financial Statements of Transportation Technologies Industries, Inc.   F-35


ABOUT THIS PROSPECTUS

        You should rely only on the information contained in this prospectus. We have not, the selling stockholders have not and the underwriters have not, authorized any other person to provide you with information different from that contained in this prospectus. If any person provides you with different or inconsistent information, you should not rely on it. We and the selling stockholders are offering to sell, and seeking offers to buy, the common stock only in jurisdictions where offers and sales are permitted.

        The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.


MARKET AND INDUSTRY DATA

        This prospectus contains market and industry data, primarily from reports published by America's Commercial Transportation Publications 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 include 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, internal company surveys, studies and research, while believed by us to be reliable, have not been verified by any independent sources.


PROSPECTUS SUMMARY

         The following summary contains basic information about this offering. It likely does not contain all of the information that is important to you. For a more complete understanding of this offering, 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. For a discussion of certain factors to be considered in connection with an investment decision, see "Risk Factors."

         Unless otherwise indicated or the context otherwise requires, the terms "Company," "we," "us," "our" and "Accuride" refer to Accuride Corporation and its subsidiaries after giving effect to the acquisition of Transportation Technologies Industries, Inc. as described on page 8, which we refer to as the "TTI merger." "TTI" refers to Transportation Technologies Industries, Inc. and its subsidiaries. When we describe historical Accuride financial information on a "pro forma" basis, we are giving effect to the TTI merger and the borrowings described on page 8, which we refer to as the "Transactions," and when we describe Accuride financial information on a "pro forma as adjusted" basis, we are giving effect to the Transactions, this offering and the use of proceeds thereof as described under "Use of Proceeds."

Our Company

        We are one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America. Our products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other commercial vehicle components. We market our products under some of the most recognized brand names in the industry, including Accuride, Gunite, Imperial, Bostrom, Fabco and Brillion. We believe that we have the number one or number two market position in the majority of our major product categories. We serve the leading original equipment manufacturers, or OEMs, and their related aftermarket channels in most major segments of the commercial vehicle market, including heavy- and medium-duty trucks, commercial trailers, light trucks, buses, as well as specialty and military vehicles. For the year ended December 31, 2003 and the nine months ended September 30, 2004, we generated pro forma net sales of $804.3 million and $790.8 million, respectively.

        Our primary product lines are standard equipment used by virtually all North American heavy- and medium-duty truck OEMs, creating a significant barrier to entry. We believe that substantially all heavy-duty truck models manufactured in North America contain one or more Accuride components. For commercial vehicle steel wheels, aluminum wheels and brake drums, we had estimated fiscal 2003 market share of approximately 87%, 48%, and 55%, respectively. We believe that we have number one or number two market positions in spoke wheels, metal grills, metal bumpers, crown assemblies, seating assemblies and fuel tanks in commercial vehicles. For the year ended December 31, 2003, we sold approximately 56% of our products to heavy- and medium-duty truck and commercial trailer OEMs and approximately 24% 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. Over the last two fiscal years, our pro forma aftermarket sales have grown at an annualized rate of 5.9% while also growing as a percentage of overall sales. We believe that continued growth in the aftermarket represents an attractive diversification to our original equipment business due to its relative stability and higher margins.

        Our diversified customer base includes substantially all of the leading commercial vehicle OEMs, such as Freightliner Corporation, with its Freightliner, Sterling and Western Star brand trucks, PACCAR, Inc., with its Peterbilt and Kenworth brand trucks, International Truck and Engine Corporation, with its International brand trucks, and Volvo Truck Corporation, or Volvo/Mack, with its Volvo and Mack brand trucks. Our primary commercial trailer customers include leading commercial

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trailer OEMs, such as Great Dane Limited Partnership and Wabash National, Inc. Major light truck customers include Ford Motor Company and General Motors Corporation. Our product portfolio is supported by strong sales, marketing and design engineering capabilities and is manufactured in 17 strategically located, technologically-advanced facilities across the United States, Mexico and Canada.

Our Products

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

Product Category
  2003
Pro Forma Net Sales
  % of
Total Sales
  Principal Product Lines
  Brands
 
  (dollars in millions)

   
   
   
Commercial vehicle steel wheels   $ 188.3   23.4 % Steel wheels for heavy- and medium-duty vehicles   Accuride

Commercial vehicle aluminum wheels
 
$
93.3
 
11.6
%
Forged aluminum wheels for heavy- and medium-duty vehicles
 
Accuride

Wheel-end components and assemblies
 
$
198.6
 
24.7
%
Brake drums, disc wheel hubs, spoke wheels, disc brake rotors and automatic slack adjusters
 
Gunite

Truck body and chassis parts
 
$
88.6
 
11.0
%
Bumpers, fuel tanks, bus components and chassis assemblies, battery boxes and toolboxes, front-end crossmembers, muffler assemblies, crown assemblies and components
 
Imperial

Light truck wheels
 
$
82.5
 
10.3
%
Steel wheels for light-duty trucks
 
Accuride

Seating assemblies
 
$
43.9
 
5.4
%
Air suspension and static seating assemblies: high-back, mid-back, low-back, three-man and two-man bench seats, school bus, transit bus and mechanical seats
 
Bostrom

Other components
 
$
109.1
 
13.6
%
Accuride: military and specialty wheels
Fabco: steerable drive axles and gear boxes
Brillion: flywheels, transmission and engine-related housing, chassis brackets and non-powered farm equipment
 
Accuride, Fabco and Brillion

 
 

 

 
 
 
 
Total   $ 804.3   100.0 %      
   
 
       

Our Industry

        We compete in the North American commercial vehicle components industry and serve the heavy-duty, or Class 8, truck market, the medium-duty, or Class 5-7, truck market, the commercial trailer market, the light, or Class 3-4, truck market, the bus market, as well as the specialty and military vehicle markets. We sell our products primarily to truck and commercial trailer OEMs and the related aftermarkets. Heavy- and medium-duty trucks are used for local and long-haul commercial trucking and

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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. Demand for our products is driven by demand for these vehicles, which is itself driven largely by the following key factors:


        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, end customers generally have the ability to specify components used in the original production of commercial vehicles, increasing the importance of brand recognition. Frequently, higher-quality components are designated as "standard" equipment on an OEM's product line, meaning that any truck ordered in that line will come with the standard components unless the end user specifically requests a different product. As a result, once a product is designated as a standard component, the demand for it in both the OEM market and the aftermarket generally remains steady.

        According to ACT, North American heavy-duty truck production is expected to increase from 176,774 units in 2003 to 350,914 units in 2008, a compound annual growth rate of 14.7%. Evidence of the initiation of this trend can be seen in North American heavy-duty truck orders in 2004. Monthly truck order rates began increasing significantly in December 2003 and continued at a strong pace through November 2004. North American year-to-date heavy-duty net truck orders increased 98.0% from November 2003 to November 2004. Since 2003, all of the major OEMs have increased their truck build rates to meet the increased demand. The medium-duty market, which tends to be less cyclical than the heavy-duty market, also improved in 2004; production is expected to increase from 194,925 units in 2003 to 287,226 units in 2008. Similar to heavy-duty trucks, there was robust demand for commercial trailers in 2004; commercial trailer sales are expected to increase from 183,162 units in 2003 to 346,009 units in 2008.

        The heavy- and medium-duty commercial vehicle components aftermarket is characterized by steady sales and higher margins than the OEM market. 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 correlates with the number of tonmiles (the number of miles driven multiplied by the number of tons transported) driven in the overall trucking industry, which is expected to increase steadily through 2008.

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Our Competitive Strengths

        We believe that the following competitive strengths contribute to our strong market positions and will enable us to continue to improve our profitability and cash flows:

Market Position in Key Products

Product Line
  Brand
  Rank
Steel Wheels   Accuride   #1
Brake Drums   Gunite   #1
Disc Wheel Hubs   Gunite   #1
Spoke Wheels   Gunite   #1
Metal Grill and Crown Assemblies   Imperial   #1
Chrome Plating and Polishing   Imperial   #1
Forged Aluminum Wheels   Accuride   #2
Metal Bumpers   Imperial   #2
Fuel Tanks   Imperial   #2
Seating Assemblies   Bostrom   #2
    •
    Significant and Increasing Profitability through Operational Excellence.   Over the past three years, we have significantly reduced our overall cost structure by rationalizing facilities, investing in increased automation and developing proprietary manufacturing processes. Additionally, our management team has aggressively implemented a management system and organization-wide culture focused on continuous operational improvement. This system tracks operating metrics on a weekly and monthly basis and performance is tied to employees' annual compensation. This ongoing program is designed to improve productivity, increase both quality and customer satisfaction and lower our cost base. These cost reduction efforts, in addition to the overall improvement in volume, have resulted in higher margins and profitability. We expect continued margin improvement as the benefits of improving market demand and a lower fixed cost base are more fully realized. Furthermore, the combination of Accuride and TTI provides the opportunity to create meaningful synergies in terms of rationalizing existing costs. We believe that combining the businesses will allow us to eliminate redundant corporate overhead expenses and reduce other costs through the consolidation of purchasing, research and development, information technology and sales and distribution.

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    •
    Diversified Business.   We believe that our product portfolio is one of the broadest in the North American commercial vehicle parts industry and provides us with a competitive advantage because it allows us to meet more of our customers' demands as they increasingly outsource production and seek to streamline their supplier base. Our diversification also enables us to capitalize on the growth in our different end markets and enhances our recognition and reputation with our customer base. The following table describes our approximate 2003 pro forma net sales by product, end market and customer:

2003 Pro Forma Net Sales Breakdown

By Product
By End Market
By Customer

 
 
 
GRAPHIC GRAPHIC GRAPHIC

Source: Management estimates.

    •
    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 Freightliner, PACCAR and International with additional field personnel positioned throughout North America to service other OEMs, independent distributors and trucking fleets. In addition, our research and development department works closely with customer engineering groups on technology development teams that develop new proprietary products and improve existing products and manufacturing processes. Our strong customer relationships are reflected in the fact that for over ten years our products have been standard equipment at virtually all North American heavy- and medium-duty truck OEMs. Accuride and TTI manufacture and sell products that target the same end customers and in some cases, are sold to the same buying representatives at the commercial vehicle OEMs that we serve. Combining TTI's product lines with Accuride's allows our customers to acquire a greater number of critical components from a single source.

    •
    Significant and Growing Aftermarket Presence.   The aftermarket represents a stable, recurring and higher margin portion of our business. Over the last two fiscal years, our pro forma aftermarket sales have grown at an annualized rate of 5.9%. We believe that our increased penetration is a direct result of our focus on the aftermarket. Furthermore, we believe that the TTI merger will widen our sales channels, particularly in the aftermarket where TTI has a strong presence that will provide us with a broader distribution network to reach more customers.

    •
    Significant Barriers to Entry.   Our businesses have considerable barriers to entry, including the following: (1) significant capital investment and research and development requirements, (2) stringent OEM technical and manufacturing requirements, (3) high switching costs for OEMs to shift production to new suppliers, (4) just-in-time delivery requirements to meet OEM volume demand and (5) strong name-brand recognition. Competition from non-U.S.

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      manufacturers is relatively limited in the markets in which we compete due to factors including high shipping costs, customer concerns about quality 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 to most products.

    •
    State-of-the-Art Manufacturing Facilities.   Since 1999, we have invested over $200 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. Our state-of-the-art 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. Our facilities are strategically located within relative proximity of many of our customers, facilitating more effective and efficient customer service and lowering customer freight charges.

    •
    Proven Management Team.   With an average of over 25 years of experience in heavy manufacturing and the commercial vehicle market, our management team is highly experienced and well respected in the industry. The expertise and strength of our management team has resulted in tangible successes in increasing market share and margins, rationalizing costs, managing working capital and developing our strong market presence and reputation as an industry leader. Most recently, our management team successfully led us through an industry downturn and implemented significant operational improvements.

Our Strategy

        We believe that our strong competitive position, in combination with the cost reduction initiatives that we have implemented over the last five years, will enable us to benefit significantly from the anticipated growth in the North American truck market. We are committed to enhancing our sales, profitability and cash flows through the following strategies:

    •
    Focus on Operational Excellence and Efficiency.   We believe that we have a highly competitive cost structure compared with our competitors. Over the past several years, we have reduced our fixed costs and increased our operating efficiencies, resulting in a low fixed-cost structure. We have streamlined operations through reduced headcount, the addition of more efficient manufacturing capabilities and the consolidation and integration of some of our manufacturing plants. As a result, we have maintained our gross profit margin over the past three years despite an industry-wide 30% reduction in heavy-duty truck builds from 252,006 units in 2000 to 176,774 units in 2003. Improvements in efficiencies have increased our manufacturing capacity, positioning us more favorably than in the past to meet the projected growth in North American demand for trucks. In 2004, we experienced an increase in raw material costs. To reduce our exposure to these and future cost increases, we have implemented a combination of price increases and surcharges.

    •
    Enhance Market Position through Organic Growth and Revenue Synergies.   We have a multi-pronged growth strategy that includes initiatives to continue to increase market share, add new products and increase customer penetration. In addition, as a result of the TTI merger and our increased product offering, we believe that there is an opportunity to cross-sell the products offered under each of our brand names and increase our market position in complementary heavy- and medium-duty truck components. Examples include increasing our aftermarket sales through the use of TTI's large and established distribution network, leveraging Accuride's long-standing truck and commercial trailer fleet relationships for TTI's products, expanding opportunities in the military market for TTI products, combining and enhancing product development functions and using Accuride's Monterrey, Mexico facility to establish our Imperial brand name in Mexico.

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    •
    Realize Cost Synergies from TTI Merger.   The combination of Accuride and TTI provides the opportunity to create substantial synergies in terms of rationalizing existing costs, eliminating redundant corporate overhead expenses and reducing other costs through the consolidation of purchasing, research and development, information technology and sales and distribution functions. We intend to build on the success of our past cost improvement initiatives to further improve margins.

    •
    Increase Products under Standard Supplier Arrangements.   We provide standard content to a majority of truck platforms at each of PACCAR, Freightliner, International and Volvo/Mack. We continue to focus on these relationships in order to become the standard supplier for additional truck platforms. We believe that we have significant 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 sole-source supplier. We also expect that an increase in our standard supplier positions will contribute to the continued growth of our aftermarket business.

    •
    Build Upon Our Market Leading Product Portfolio.   As a result of the TTI merger, we believe that we have a market-leading portfolio of products targeting the commercial vehicle market. We intend to continue strengthening and expanding our product portfolio to further solidify our position as a leading supplier of commercial vehicle components. We expect to develop the portfolio through both internal product development efforts and through select acquisitions of strategic products. We have a market-driven approach to product development, leveraging our close relationships with commercial vehicle OEMs to quickly assess and react to market demand. We believe that we have a strong track record of initiating product improvements and designing customer-oriented solutions. Additionally, while our near-term focus will be on the successful integration of TTI, we will also continue to identify and pursue, where strategically and financially prudent, select acquisitions that complement our existing portfolio.

    •
    Expand Truck Aftermarket Penetration.   Our success in growing our aftermarket business has led to a large installed base for our products and increased use of our replacement parts. Over the last two fiscal years, our pro forma aftermarket sales have grown at an annualized rate of 5.9%. We intend to continue our focus on increasing penetration in the aftermarket. We believe that our aftermarket opportunities will be somewhat insulated from any fluctuation in new truck production due to the record number of trucks produced in the past decade and our leading OEM market share positions.

Corporate Information

Our Sponsors

Kohlberg Kravis Roberts & Co. L.P.

        Kohlberg Kravis Roberts & Co. L.P. is one of the world's oldest and most experienced private equity firms specializing in management buyouts. KKR's investment approach is focused on acquiring attractive business franchises and working closely with management over the long-term to design and implement value creating strategies. Over the past 28 years, KKR has raised approximately $25 billion in private equity funds and invested over $19 billion of equity in more than 115 transactions.

Trimaran Capital Partners

        Trimaran Capital Partners is a private asset management firm headquartered in New York, with assets under management in excess of $3.8 billion. Trimaran Fund Management, L.L.C., an affiliate of Trimaran Capital Partners, is the investment manager to Trimaran Fund II and investors in the Trimaran investment program, collectively Trimaran, a $1.0 billion private equity fund dedicated to leveraged buyouts, recapitalizations and growth capital investments in middle-market companies

7


throughout the United States and Western Europe. Since 1995, Trimaran Capital Partners has invested in more than 60 portfolio companies. In addition, Trimaran Capital Partners, through its affiliated entity, Trimaran Advisors, L.L.C., formerly Caravelle Advisors, L.L.C., manages a portfolio of bank loans, high yield securities and special situation investments. Caravelle Investment Fund, L.L.C., a fund managed by Trimaran Advisors, is also an investor in our company.

Additional Information

        We are a Delaware 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.

        All trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.

The TTI Merger and Related Transactions

        On December 24, 2004, Accuride entered into an agreement and plan of merger with TTI that provides for the merger of a wholly owned subsidiary of Accuride with and into TTI, pursuant to which TTI will become a wholly owned subsidiary of Accuride, which we refer to as the TTI merger. Upon consummation of the TTI merger, the Accuride stockholders will own 65% of the common stock of the combined company, with the remaining 35% of common stock of the combined company being held by TTI's stockholders, with up to an additional 3% of the common stock of the combined company issuable to TTI's stockholders upon the achievement of certain performance goals.

        In connection with the TTI merger (assuming an expected closing on or about January 28, 2005):

        We refer to the TTI merger and the borrowings under our new senior credit facilities collectively as the Transactions.

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THE OFFERING

Common stock offered by us                           shares

Common stock offered by the selling stockholders
 
                        shares

Over-allotment option
 
                        shares

Total common stock to be outstanding after this offering
 
                        shares

Use of proceeds
 
We estimate that the net proceeds to us from the offering, after deducting underwriting discounts and commissions and estimated offering expenses we will pay, will be approximately $            million. We estimate that our net proceeds will be approximately $            million if the underwriters exercise their over-allotment option in full. We intend to use the net proceeds of this offering for the repayment of outstanding indebtedness and for general corporate purposes. We will not receive any proceeds from sales of our common stock by the selling stockholders in the offering. The selling stockholders will receive all net proceeds from the sale of shares of our common stock by them under this prospectus. See "Use of Proceeds."

Dividend Policy
 
We do not anticipate paying any dividends on our common stock in the foreseeable future. See "Dividend Policy."

Proposed New York Stock Exchange symbol
 
 

        The calculation of shares of common stock to be outstanding after this offering is based on 41,324.99 shares of our common stock (    shares after giving effect to the                         split described below) outstanding on December 31, 2004 and assumes:

        The number of outstanding shares of common stock calculated above excludes 2,410.20 shares (                        shares after giving effect to the                        split and the TTI merger) issuable upon exercise of currently outstanding options under the Accuride Corporation 1998 Stock Purchase and Option Plan and                        shares issuable upon the exercise of new options to be issued concurrently with consummation of the offering under our new Equity Incentive Plan (which number would be                        shares if the underwriters exercise their over-allotment option in full).

Risk Factors

        Investing in our common stock involves a number of material risks. For a discussion of certain risks that should be considered in connection with an investment in our common stock, see "Risk Factors."

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SUMMARY HISTORICAL AND PRO FORMA
CONSOLIDATED FINANCIAL AND OTHER DATA

        Set forth below is summary consolidated financial and other data of Accuride and TTI and pro forma financial and other data of Accuride at the dates and for the periods indicated. We derived the statements of operations data for the years ended December 31, 1999, 2000, 2001, 2002 and 2003 from Accuride's audited financial statements. We derived the statements of operations data for the nine months ended September 30, 2003 and 2004, as well as the balance sheet data as of September 30, 2004, from Accuride's unaudited financial statements.

        The results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or any future period. The summary unaudited pro forma consolidated financial and other data for Accuride have been prepared to give effect to the Transactions. The summary unaudited pro forma consolidated financial and other data are provided for informational purposes only. The summary unaudited pro forma consolidated financial and other data do not purport to represent what our results of operations or financial position actually would have been if the Transactions had occurred at any date, nor do such data purport to project the results of operations for any future period. The summary consolidated historical and pro forma financial and other data should be read in conjunction with "Pro Forma Consolidated Financial Data," "Selected Historical Consolidated Financial and Other Data of Accuride," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the audited financial statements of Accuride and TTI and related notes included elsewhere in this prospectus.

 
  Accuride Historical
  Pro Forma(a)
 
 
   
   
   
   
   
  Nine Months Ended
September 30,
   
   
 
 
  Year Ended December 31,
   
  Nine Months
Ended
September 30,
2004
 
 
  Year Ended
December 31,
2003
 
 
  1999
  2000
  2001
  2002
  2003
  2003
  2004
 
 
   
   
   
   
   
  (unaudited)

  (unaudited)

 
 
  (dollars in thousands, except per share data)

 
Statement of Operations Data:                                                        
Net sales(b)   $ 505,854   $ 475,804   $ 332,071   $ 345,549   $ 364,258   $ 269,894   $ 355,495   $ 804,267   $ 790,805  
Cost of sales(b)(c)     395,237     396,587     298,275     286,232     301,428     222,608     282,207     668,114     650,453  
Gross profit(b)(c)     110,617     79,217     33,796     59,317     62,830     47,286     73,288     136,153     140,352  
Operating expenses     29,032     29,494     31,000     24,014     23,918     17,693     18,547     57,198     57,325  
Income from operations(c)     81,585     49,723     2,796     35,303     38,912     29,593     54,741     78,955     83,027  
Interest income (expense), net(d)     (38,988 )   (36,230 )   (40,199 )   (42,017 )   (49,877 )   (39,725 )   (27,380 )   (51,560 )   (37,890 )
Equity in earning of affiliates(e)     2,316     455     250     182     485     461     441     485     441  
Other income (expense), net(f)     (1,081 )   (6,157 )   (9,837 )   1,430     825     (581 )   (942 )   10,825     (942 )
Income tax (expense) benefit     (18,410 )   (5,278 )   13,836     (5,839 )   930     928     (10,326 )   (20,376 )   (16,786 )
Net income (loss)     25,331     2,513     (33,154 )   (10,941 )   (8,725 )   (9,324 )   16,534     18,329     27,850  

Earnings (Loss) Per Share Data:(g)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Basic   $ 1,019.44   $ 101.35   $ (1,337.07 ) $ (441.24 ) $ (351.86 ) $ (376.03 ) $ 666.72   $ 466.47   $ 708.74  
  Diluted     1,019.44     101.19     (1,337.07 )   (441.24 )   (351.86 )   (376.03 )   644.53     451.71     683.86  
Weighted average common shares outstanding:                                                        
  Basic     24,848     24,796     24,796     24,796     24,797     24,796     24,799     39,293     39,295  
  Diluted     24,848     24,835     24,796     24,796     24,797     24,796     25,653     40,577     40,725  
                                                         

10


Balance Sheet Data (at period end):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents   $ 32,493   $ 38,516   $ 47,708   $ 41,266   $ 42,692   $ 35,959   $ 40,229     N/A   $ 1,547  
Working capital (deficit)(h)     40,492     2,977     (5,136 )   17,587     33,945     44,011     64,578     N/A     127,220  
Total assets     525,772     515,271     498,223     515,167     528,297     521,271     552,782     N/A     1,148,898  
Total debt     460,561     448,886     476,550     474,155     490,475     490,449     488,653     N/A     832,653  
Stockholders' equity (deficiency)     (32,131 )   (29,200 )   (62,354 )   (53,249 )   (65,842 )   (62,054 )   (48,452 )   N/A     24,716  

Other Financial and Operating Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North American Class 8 heavy-duty truck production (units)     332,587     252,006     145,978     181,199     176,774     127,022     186,578     176,774     186,578  
Net cash provided by (used in):                                                        
  Operating activities   $ 86,835   $ 66,343   $ 1,359   $ 15,307   $ 7,964   $ (8,525 ) $ 16,036     N/A     N/A  
  Investing activities     (124,324 )   (51,688 )   (18,405 )   (19,766 )   (19,672 )   (11,039 )   (16,580 )   N/A     N/A  
  Financing activities     66,511     (8,632 )   26,238     (1,983 )   13,134     14,257     (1,919 )   N/A     N/A  
  EBITDA(i)     110,568     74,012     26,625     65,128     70,026     50,538     74,176     135,010     113,668  
  Unusual items (increasing) decreasing EBITDA(j)     1,114     15,333     14,353     3,421     2,061     2,550     1,775     (14,642 )   7,718  
  Capital expenditures     44,507     50,420     17,705     19,316     20,261     11,797     15,903     35,305     21,239  
Depreciation and amortization(k)     29,784     32,279     35,611     30,740     34,129     24,937     21,282     49,070     32,488  
(a)
See "Pro Forma Consolidated Financial Data" on pages 36-44.

(b)
Results of operations for the year ended December 31, 1999 are based on our 50% ownership of Accuride Erie through March 31, 1999 and 100% ownership of Accuride Erie since April 1, 1999. Net sales and gross profit for aluminum wheels for the nine-month period from April 1, 1999 through December 31, 1999 were $76.1 million and $22.1 million, respectively.

(c)
Gross profit and income from operations for 1999 reflected a reduction to cost of sales of $3.0 million related to the favorable Accuride Erie recall adjustment. Gross profit for 2000 reflected $5.0 million of costs related to integration and restructuring charges at our Monterrey, Mexico facility and $0.2 million of costs related to restructuring charges related to our other facilities. Gross profit for 2001 reflected $2.7 million of charges related to the closure of our Columbia, Tennessee facility, $1.6 million of restructuring charges related to our other facilities and a $2.6 million charge for impaired assets at the Monterrey, Mexico facility. Gross profit for 2002 reflected $0.9 million of costs related to a reduction in employee workforce, $0.4 million of costs related to non-cash pension curtailment expenses associated with a labor dispute in the Henderson, Kentucky facility plus $1.1 million of costs related to the consolidation of light wheel production. Gross profit for 2003 reflected $2.2 million for costs associated with the fire damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio in August 2003, $0.4 million for strike contingency costs associated with the recent renewal of our labor contract at our facility in Erie, Pennsylvania and $0.3 million for pension related costs at our facility in London, Ontario.

(d)
Includes $11.3 million of refinancing costs during the nine months ended September 30, 2003 and the year ended December 31, 2003. In 2000, $2.5 million related to an extraordinary gain resulting from the repurchase of $10.1 million principal amount of our senior subordinated notes for $7.3 million.

(e)
Includes Accuride's income from (1) Accuride Erie, through March 31, 1999, in which we owned a 50% interest prior to such date, (2) AOT, Inc., a joint venture in which we own a 50% interest.

11

(f)
Consists primarily of realized and unrealized gains and losses related to the change in market value of our currency, commodity and interest rate derivative instruments. See "Pro Forma Consolidated Financial Data" on pages 36-44.

(g)
Earnings per share are calculated by dividing net earnings by the weighted average shares outstanding. Unaudited pro forma basic and diluted earnings per share have been calculated in accordance with the SEC rules for initial public offerings. These rules require that the weighted average share calculation give retroactive effect to any changes in our capital structure as well as the number of shares whose sale proceeds will be used to repay any debt as reflected in the pro forma adjustments.

(h)
Represents current assets less cash and current liabilities.

(i)
EBITDA is not intended to represent cash flows as defined by generally accepted accounting principles, or GAAP, and should not be considered as an alternative to net income as an indicator of our operating performance or to cash flows as a measure of liquidity. We have included information concerning EBITDA because it is a basis upon which we assess our financial performance and incentive compensation, and certain covenants in our borrowing arrangements are tied to this measure. In addition, EBITDA is used by certain investors as a measure of the ability of a company to service or incur indebtedness and because it is a financial measure commonly used in our industry. EBITDA as presented in this prospectus may not be comparable to similarly titled measures used by other companies in our industry. EBITDA consists of our net income (loss) before interest expense, income tax (expense) benefit, depreciation and amortization. Set forth below is a reconciliation of our net income (loss) to EBITDA:

 
  Year Ended December 31,
  Nine Months Ended
September 30,
 
  1999
  2000
  2001
  2002
  2003
  2003
  2004
 
   
   
   
   
   
  (unaudited)

 
  (dollars in thousands)

Net income (loss)   $ 25,331   $ 2,513   $ (33,154 ) $ (10,941 ) $ (8,725 ) $ (9,324 ) $ 16,534
  Income tax expense (benefit)     18,410     5,278     (13,836 )   5,839     (930 )   (928 )   10,326
  Interest expense     38,988     36,230     40,199     42,017     49,877     39,725     27,380
  Depreciation and amortization     27,839     29,991     33,416     28,213     29,804     21,065     19,936
   
 
 
 
 
 
 
EBITDA   $ 110,568   $ 74,012   $ 26,625   $ 65,128   $ 70,026   $ 50,538   $ 74,176
   
 
 
 
 
 
 
(j)
Net income (loss) was affected by the unusual items presented in the following table:

 
  Year Ended December 31,
  Nine Months Ended
September 30,
 
  1999
  2000
  2001
  2002
  2003
  2003
  2004
 
   
   
   
   
   
  (unaudited)

 
  (dollars in thousands)

Restructuring and integration costs(1)         $ 6,032   $ 4,292   $ 2,334                  
Aborted merger & acquisition costs(2)   $ 1,443     3,147                              
Business interruption costs(3)                           $ 2,157   $ 1,240   $ 833
Strike avoidance costs(4)                             444     444      
Other unusual items(5)     (1,500 )         224     2,517     285     285      
Items related to Accuride's credit agreement(6)     1,171     6,154     9,837     (1,430 )   (825 )   581     942
   
 
 
 
 
 
 
Unusual items (increasing) decreasing EBITDA   $ 1,114   $ 15,333   $ 14,353   $ 3,421   $ 2,061   $ 2,550   $ 1,775
   
 
 
 
 
 
 

12

(k)
Depreciation and amortization includes amortization of deferred financing costs, which we reported as interest expense in the consolidated financial statements, for all periods presented. Effective January 1, 2002, Accuride adopted Statement of Financial Accounting Standard, or SFAS, No. 142, "Accounting for Goodwill and Other Intangible Assets". No goodwill amortization was recorded during the years ended December 31, 2002 and 2003 or the nine months ended September 30, 2003 and 2004. Included in the year ended December 31, 2003 was $2.2 million of deferred financing costs related to the third amended and restated credit agreement that we entered into on June 13, 2003 to refinance a portion of the debt outstanding under the July 27, 2001 second amended and restated credit agreement.

13

 
  TTI Historical
 
 
  Year Ended December 31,
  Nine Months Ended
September 30,
 
 
  1999(a)
  2000(b)
  2001
  2002
  2003
  2003
  2004
 
 
   
   
   
   
   
  (unaudited)

 
 
  (dollars in thousands)

 
Statement of Operations Data:                                            
Net sales   $ 545,334   $ 522,577   $ 391,401   $ 411,598   $ 440,009   $ 328,308   $ 435,310  
Cost of sales     434,385     438,876     330,873     340,103     368,931     274,315     372,545  
Gross profit     110,949     83,701     60,528     71,495     71,078     53,993     62,765  
Selling, general and administrative expenses     54,013     52,496     43,701     36,673     38,896     29,289     30,317  
Other operating expenses           643     19,573           (9,236 )   663     5,663  
   
 
 
 
 
 
 
 
Income (loss) from operations     56,936     30,562     (2,746 )   34,822     41,418     24,041     26,785  
Interest income (expense), net     26,610     42,582     45,640     42,306     40,362     30,167     23,893  
Other (income) expense, net     2,832     29,918     (3,209 )   (92 )   (8,693 )   (411 )   10,655  
Income taxes expense (benefit)     12,763     (11,597 )   (15,151 )   (1,679 )   6,248     (2,099 )   (3,500 )
   
 
 
 
 
 
 
 
Net income (loss) from continuing operations before cumulative effect of accounting change     14,731     (30,341 )   (30,026 )   (5,713 )   3,501     (3,616 )   (4,263 )
Cumulative effect of accounting change, net of income taxes(c)                       (3,794 )                  
   
 
 
 
 
 
 
 
Net income (loss) from continuing operations     14,731     (30,341 )   (30,026 )   (9,507 )   3,501     (3,616 )   (4,263 )
Discontinued operations, net of income taxes(d)     52,545                                      
   
 
 
 
 
 
 
 
Net income (loss) before preferred dividends     67,276     (30,341 )   (30,026 )   (9,507 )   3,501     (3,616 )   (4,263 )
Preferred dividends     —     9,662     13,393     15,267     17,769     12,849     22,842  
   
 
 
 
 
 
 
 

Net income (loss) available for common shareholders
 
$
67,276
 
$
(40,003
)
$
(43,419
)
$
(24,774
)
$
(14,268
)
$
(16,465
)
$
(27,105
)
   
 
 
 
 
 
 
 

Balance Sheet Data (at period end):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents   $ 8,799   $ 4,352   $ 16,279   $ 14,085   $ —   $ 1,040   $ —  
Working capital(e)     45,016     26,664     7,402     2,309     13,515     16,860     55,573  
Total assets     535,381     519,562     463,649     450,543     450,744     461,435     490,408  
Total debt     204,366     367,929     350,303     347,836     309,129     353,191     336,025  
Stockholders' equity (deficiency)     182,675     14,496     (4,329 )   (25,375 )   19,769     (28,472 )   15,506  

Other Financial and Operating Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
North American heavy-duty truck production (units)     332,587     252,006     145,978     181,199     176,774     127,022     186,578  
Net cash provided by (used in):                                            
  Operating activities   $ 35,599   $ 3,224   $ 22,296   $ 23,194   $ 7,846   $ 5,876   $ (11,002 )
  Investing activities     (12,605 )   (19,618 )   9,550     (10,242 )   (8,393 )   (12,103 )   (5,336 )
  Financing activities     (36,329 )   11,947     (19,919 )   (15,146 )   (13,538 )   (6,818 )   16,338  
EBITDA(f)     79,168     41,827     25,716     50,340     66,964     36,132     36,961  
Unusual items (increasing) decreasing EBITDA(g)     —     19,115     16,165     —     (18,826 )   663     5,943  
Capital expenditures     16,447     18,773     5,450     10,242     15,044     12,103     5,336  
Depreciation and amortization     22,232     25,600     25,054     15,518     15,546     12,091     10,176  
(a)
Results for the year ended December 31, 1999 included the results of acquisitions made in 1999 from their respective acquisition dates. These included the results for Imperial Group L.P. from April 29, 1999, EMI Company from May 17, 1999, Clark Engineering and Manufacturing, Inc. from September 30, 1999 and BMC Virginia, Inc. from October 21, 1999. Net sales and operating income in 1999 would have been higher by $68.5 million and $6.4 million, respectively, if these acquisitions had occurred on January 1, 1999.

(b)
In March 2000, TTI was recapitalized in a transaction in which approximately 88% of the fully diluted shares of TTI's common stock was converted into the right to receive $21.50 per share in cash. In connection with this recapitalization, TTI entered into new debt financing arrangements.

(c)
During 2002, as a result of TTI's adoption of SFAS 142, TTI recorded a transitional goodwill impairment charge net of taxes of $3.8 million. See Note 5 to TTI's audited consolidated financial statements included elsewhere in this prospectus.

14

(d)
Represents income of $22.7 million, net of taxes, from TTI's discontinued freight car manufacturing operations and a gain of $29.8 million, net of taxes, from the sale of such operations.

(e)
Represents current assets less cash and current liabilities.

(f)
EBITDA is a non-GAAP financial measure and is defined as net income (loss) before discontinued operations and the cumulative effect of accounting changes plus (1) depreciation and amortization, (2) interest expense, net of interest income, (3) loss on debt extinguishment and (4) income taxes. TTI relies on EBITDA as the primary measure to review and assess its operating performance and its management teams. Management and investors also review EBITDA to evaluate TTI's overall performance and to compare TTI's current operating results with corresponding periods and with other companies in the truck components industry. We believe that it is important and useful to investors to provide disclosure of TTI's operating results on the same basis as that used by TTI's management. TTI also believes that it can assist investors in comparing its performance to that of other companies on a consistent basis without regard to items that may not exist or do not directly affect its operating performance. You should not consider EBITDA in isolation or as a substitute for net income or cash flow from operations or other cash flow statement data determined in accordance with GAAP. In addition, because EBITDA is not a measure of financial performance under GAAP and is susceptible to varying calculations, the EBITDA measure presented here may differ from and may not be comparable to similarly titled measures used by other companies.

Historical
results for the year ended December 31, 1999 included the results from acquisitions made in 1999 from their respective acquisition dates. These included the results for Imperial Group L.P. from April 29, 1999, EMI Company from May 17, 1999, Clark Engineering and Manufacturing, Inc. from September 30, 1999 and BMC Virginia, Inc. from October 21, 1999. If these acquisitions had occurred on January 1, 1999, EBITDA in 1999 would have been higher by $9.0 million.

Set
forth below is a reconciliation of our net income (loss) to EBITDA:

 
  Year Ended December 31,
  Nine Months Ended
September 30,
 
 
  1999
  2000
  2001
  2002
  2003
  2003
  2004
 
 
  (dollars in thousands)

 
 
   
   
   
   
   
  (unaudited)

 
Net income (loss) before preferred dividends   $ 67,276   $ (30,341 ) $ (30,026 ) $ (9,507 ) $ 3,501   $ (3,616 ) $ (4,263 )
Discounted operations, net of income taxes     (52,545 )   —     —     —     —     —     —  
Cumulative effect of accounting change, net of income taxes     —     —     —     3,794     —     —     —  
Depreciation and amortization     22,232     25,600     25,054     15,518     15,546     12,091     10,176  
Interest expense, net of interest income     25,251     42,137     45,043     42,214     39,866     29,756     23,893  
Loss on debt extinguishment     4,191     16,028     796     —     1,803     —     10,655  
Income tax expense (benefit)     12,763     (11,597 )   (15,151 )   (1,679 )   6,248     (2,099 )   (3,500 )
   
 
 
 
 
 
 
 
EBITDA   $ 79,168   $ 41,827   $ 25,716   $ 50,340   $ 66,964   $ 36,132   $ 36,961  
   
 
 
 
 
 
 
 

15

(g)
Our net income (loss) was affected by the following unusual items:

 
  Year Ended December 31,
  Nine Months Ended
September 30,
 
  1999
  2000
  2001
  2002
  2003
  2003
  2004
 
   
   
   
   
   
  (unaudited)

 
  (dollars in thousands)

Selling, general and administrative expenses (1)     —   $ 4,137     —     —   $ 410     —   $ 280
Other operating expenses:                                          
  Restructuring costs (2)     —     643     19,573     —     —     —     —
  Reduction in estimated environmental remediation liability (3)     —     —     —     —     (6,636 )   —     —
  Net (gain) loss on disposition of property, plant and equipment (4)     —     —     —     —     (2,600 )   663     2,203
  Severance of former chief executive officer (5)     —     —     —     —     —     —     3,460
Other (income) expense, net:                                          
  Gain on sale of rail assets (6)     —     —     (5,000 )   —     (10,000 )   —     —
  Transaction related costs (7)           14,335     1,592                        
   
 
 
 
 
 
 
Unusual items (increasing) decreasing EBITDA   $ —   $ 19,115   $ 16,165   $ —   $ (18,826 ) $ 663   $ 5,943
   
 
 
 
 
 
 

16


RISK FACTORS

         You should carefully consider the following factors, in addition to other information included in this prospectus, before investing in our common stock. If any of these risks actually occurs, our business, financial condition or results of operations will likely suffer. In that event, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

        Sales, including aftermarket sales, to Freightliner, PACCAR, International and Volvo/Mack constituted approximately 16%, 14%, 13% and 9%, respectively, of our 2003 pro forma net sales. No other customer accounted for more than 8% of our pro forma net sales during this period. The loss of any significant portion of sales to any of our major customers could have a material adverse effect on our business, results of operations or financial condition.

        We are a standard supplier on a majority of truck platforms at each 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 Freightliner, PACCAR, International 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 sales personnel in offices near these customers and most of our other major customers. We cannot assure you that we will maintain or improve our customer relationships, whether these customers will continue to do business with us as they have in the past or whether we will be able to supply these customers or any of our other customers at current levels. The loss of a significant portion of our sales to Freightliner, PACCAR, International and 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, Freightliner, PACCAR, International 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.

        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 a 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

17

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.

        We use substantial amounts of raw steel and aluminum to produce wheels and rims. 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 three years. We obtain raw steel and aluminum from various third-party suppliers. We cannot assure you that we will 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 an 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. 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 which 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 adversely affect our operating 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. See "Business—Raw Materials and Suppliers."

        The heavy- and medium-duty truck and truck components industries, the heavy-duty truck OEM market and, to a lesser extent, the medium-duty truck OEM market and the heavy- and medium-wheel and light-wheel industries are highly cyclical. These industries and markets fluctuate in response to factors that are beyond our control, such as general economic conditions, interest rates, federal and state regulations, consumer spending, fuel costs and our customers' inventory levels and production rates. These industries and markets are particularly sensitive to the industrial sector of the economy, which generates a significant portion of the freight tonnage hauled by trucks. Economic downturns in the industries or markets that we serve generally result in reduced sales of our products, which could lower our profits and cash flows. 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. Weakness in overall economic conditions or in the markets that we serve, or significant reductions by our customers in their inventory levels or future production rates, could result in decreased demand for our products and could have a material adverse effect on our business, results of operations or financial condition.

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        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.

        Integrating TTI and any future acquired business requires substantial management, financial and other resources and may pose risks with respect to customer service and market share. Furthermore, integrating TTI or any future integration of an acquired business involves a number of special risks, some or all of which could have a material adverse effect on our business, results of operations or financial condition. These risks include:

        Any one or a combination of these factors may cause our revenues or earnings to decline and we cannot assure you that we will be able to maintain or enhance the profitability of TTI or any acquired business or consolidate its operations to achieve cost savings.

        In addition, there may be liabilities that we fail, or are unable, to discover in the course of performing due diligence investigations on each company or business we have already acquired or may acquire in the future. Such liabilities could include those arising from employee benefits contribution obligations of a prior owner or non-compliance with applicable federal, state or local environmental requirements by prior owners for which we, as a successor owner, may be responsible. We cannot assure you that rights to indemnification by sellers of assets to us, even if obtained, will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the possible liabilities associated

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with the business or property acquired. Any such liabilities, individually or in the aggregate, could have a material averse effect on our business, results of operations or financial condition.

        As a result of the TTI merger, we will have over 4,700 employees based at 17 facilities in North America. We will face challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs. The inability to successfully manage the substantially larger organization, or any significant delay in achieving successful management, could have a material adverse effect on our business, results of operations or financial position.

        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. Our products may not be able to compete successfully with the products of these other companies, divisions, units or subsidiaries. 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 wheels, 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. See "Business—Competition."

        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. Foreign truck components suppliers 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 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 United States may occur, which could have a material adverse effect on our business, results of operations or financial condition.

        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. A significant change in exchange rates could have a material impact on our expenses. We have implemented a hedging strategy for these

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exposures; however, we cannot be certain that our efforts to minimize this risk will be effective. Factors that could impact the effectiveness of our hedging strategy include accuracy of sales estimates, volatility of currency markets and the cost and availability of derivative instruments.

        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. In the future, we may not have sufficient resources to make such necessary investments, or we may be unable to make the 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.

        We manufacture our products at 17 facilities and provide logistical services at six just-in-time sequencing facilities in the United States. 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 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 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

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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.

        As of December 31, 2004, approximately 48% of our workforce was represented by unions. As a result, we are subject to the risk of work stoppages and other labor relations matters. Any prolonged work stoppage or strike at any one of our principal unionized facilities could have a material adverse effect on our business, results of operations or financial condition. In addition, certain of our facilities have separate agreements covering the workers at each such facility and, as a result, we have collective bargaining agreements with several different unions. These collective bargaining agreements expire at various times over the next few years, with no contract expiring before April 2005, with the exception of our union contract with our hourly employees at our Monterrey, Mexico facility, which is renewed on an annual basis. Any failure by us to reach a new agreement upon expiration of such union contracts may have a material adverse effect on our business, results of operations or financial condition. In June 2004 certain employees at our Cuyahoga Falls, Ohio facility elected to be represented by United Auto Workers. The initial contract is currently under negotiation. See "Business—Employees and Labor Unions."

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

        Our operations, facilities and properties are subject to extensive and evolving laws and regulations pertaining to air emissions, wastewater 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. As a result, we are involved from time to time 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. In addition to environmental laws that regulate our subsidiaries' ongoing operations, our subsidiaries are also subject to environmental remediation liability. Under the federal Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, and analogous state laws, our subsidiaries may be liable as a result of the release or threatened release of hazardous materials into the environment. Our subsidiaries are currently involved in several matters relating to the investigation and/or remediation of locations where they 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, or PRPs, under CERCLA or state laws in connection with the contamination of these sites. Additionally, environmental remediation may be required to address soil and groundwater contamination identified at certain facilities.

        As of December 31, 2003, we had an environmental reserve of approximately $3.0 million, related primarily to our foundry operations. This reserve is based on current cost estimates and does not reduce estimated expenditures to net present value, but does take into account the benefit of a contractual indemnity given to us by a prior owner of our wheel-end subsidiary. We cannot assure you, however, that the indemnitor will fulfill its obligations, and the failure to do so could result in future

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costs that may be material. Any cash expenditures required by us or our subsidiaries to comply with applicable environmental laws and/or to 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 sites, the modification of existing or the promulgation of new laws or regulations, 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 such a material adverse effect.

        The final Iron and Steel Foundry National Emission Standard for Hazardous Air Pollutants, or NESHAP, was developed pursuant to Section 112(d) of the Clean Air Act and requires all major sources of hazardous air pollutants to install controls representative of maximum achievable control technology. We are evaluating the applicability of the Iron and Steel Foundry NESHAP to our foundry operations. If applicable, compliance with the Iron and Steel Foundry NESHAP may result in future significant capital costs, which we currently expect to be approximately $5 million in total during the period 2005 through 2007. See "Business—Environmental Matters."

        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. In either case, litigation, which could result in substantial costs and diversion of our efforts, might be necessary, and whether or not we are ultimately successful, the litigation could adversely affect our business, results of operations or financial condition.

        We are regularly subject to legal proceedings and claims that arise in the ordinary course of business. Litigation may result in substantial costs and may divert management's attention and resources, which could adversely affect our business, results of operations or financial condition.

        Our success largely depends on the efforts and abilities of our executive officers. Their skills, experience and industry contacts significantly benefit us. The loss of any one of them, in particular Mr. Keating, could have a material adverse effect on our business, results of operations or financial condition. Our future success will also depend in part upon our continuing ability to attract and retain highly qualified personnel.

        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 cannot assure you that we will be able to comply in the future with new regulatory, legislative and/or industrial standards that may be necessary for us to remain competitive or that certain of our products will not, as a result, become obsolete or less attractive to our customers.

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        This prospectus contains market and industry data, primarily from reports published by ACT 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, specifically data related to heavy- and medium-duty truck production, truck freight growth and the historical average age of active U.S. heavy-duty trucks. Such data has 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. We have not independently verified the data or any of the assumptions on which any estimates or forecasts are based. Similarly, internal company surveys, studies and research, which while we believe to be reliable, have not been verified by any independent sources. The failure of the truck industry and/or the truck components industry to continue to grow as forecasted may have a material adverse effect on our business, results of operations or financial condition.

Other Risks Related to Our Business

        As of September 30, 2004, our pro forma indebtedness would have been $832.7 million. Our substantial level of indebtedness could have important negative consequences to you and us, including:

        You should also be aware that certain of our borrowings are and will continue to be at variable rates of interest, which exposes us to the risk of increasing interest rates. As of September 30, 2004, on a pro forma basis, the carrying value of our total debt would have been $832.7 million, of which $643.1 million, or 77%, would have been subject to variable interest rates. If interest rates increase, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remains the same.

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        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although our new credit facilities and the indenture governing our senior subordinated 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, 2004, on a pro forma basis, the revolving credit facility under our new senior credit facilities would have provided for additional borrowings of up to $95 million under our U.S. revolving credit facility and $5 million under our Canadian revolving credit facility. To the extent new debt is added to our and our subsidiaries' current debt levels, the risks described above would increase.

        Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and research and development efforts will depend on our 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.

        We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or that future borrowings will be available to us under our new credit facilities in an amount sufficient to enable us to pay our indebtedness or to fund our 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. We cannot assure you as to the timing of such asset sales or the proceeds which we could realize from such sales and we cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

        Our new credit facilities and the indenture governing our senior subordinated notes impose, and the terms of any future indebtedness may impose, operating and other restrictions on us. Such restrictions will affect, and in many respects limit or prohibit, among other things, our ability to:

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        In addition, our new credit facilities include other more restrictive covenants and prohibit us from prepaying our other indebtedness, including our senior subordinated notes, while borrowings under our new credit facilities are outstanding. Our new credit facilities also require us to achieve certain financial and operating results and maintain compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events beyond our control.

        If we are unable to comply with the restrictions contained in the credit facilities, the lenders could:

any of which would result in an event of default under our senior subordinated notes. If we were unable to repay or otherwise refinance these borrowings when due, our lenders could sell the collateral securing our new credit facilities, which constitutes substantially all of our and our subsidiaries' assets. Although holders of the senior subordinated notes could accelerate the notes upon the acceleration of the obligations under our credit facilities, we cannot assure you that sufficient assets will remain after we have paid all the borrowings under our new credit facilities and any other senior debt to repay the senior subordinated notes.

Risks Related to the Offering and Our Common Stock

        The market price of our common stock could decline as a result of sales of substantial amounts of our common stock in the public market after the offering, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future equity offerings.

        There will be            shares of our common stock outstanding immediately after the offering. All of the            shares of our common stock sold in the offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, except for shares purchased by our "affiliates" as defined in Rule 144 under the Securities Act. After the offering, approximately 41,324.98 shares of common stock will be either "restricted securities" or affiliate securities as defined in Rule 144. Subject to the 180-day lock-up agreements with the underwriters, these restricted securities may be sold in the future without registration under the Securities Act to the extent permitted under Rule 144. Approximately 38,358.78 outstanding shares of these restricted or affiliate securities will be eligible for sale under Rule 144 subject to applicable holding period, volume limitations, manner of sale and notice requirements set forth in applicable SEC rules, and approximately 2,966.20 shares of the restricted securities will be saleable without regard to these restrictions under Rule 144(k). See "Shares Eligible for Future Sale—Sales of Restricted Shares."

        We and our executive officers and directors and substantially all of our stockholders have entered into 180-day lock-up agreements with the underwriters. The lock-up agreements prohibit each of us from selling or otherwise disposing of shares of common stock except in limited circumstances. The lock-up agreements are contractual agreements, and Citigroup Global Markets Inc., at its discretion, can waive the restrictions of any lock-up agreement at an earlier time without prior notice or announcement and allow any of us to sell shares of common stock. If the restrictions in the lock-up agreements are waived, shares of our common stock will be available for sale into the public market, subject to applicable securities laws, which could reduce the market price for shares of our common stock. See "Shares Eligible for Future Sale—Lock-Up Agreements."

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        We have also entered into an amended registration rights agreement in connection with the TTI merger providing for customary demand and piggyback registration rights to certain of our principal stockholders. Such agreement provides KKR and Trimaran with the right to cause us to register the sale of their shares of our common stock in the future. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement." In addition, shares of our common stock are reserved for future issuance upon the exercise of stock options. We may also issue our common stock in connection with investments or repayment of our debt. The amount of such common stock issued could constitute a material portion of our then-outstanding common stock. We cannot predict the size of future issuances of our common stock or the effect, if any, that future sales and issuances of shares of our common stock would have on the market price of our common stock.

        You will pay a price per share that substantially exceeds the per share value of our tangible assets after subtracting our total liabilities. As of September 30, 2004, after giving effect to the            split of our common stock, our net tangible book value was a deficit of $            per share of common stock. After giving effect to the issuance and sale of            shares of our common stock in the offering, less underwriting discounts, offering-related expenses and other expenses and the completion of the transactions outlined in "Pro Forma Consolidated Financial Data," including the application of the net proceeds in accordance with "Use of Proceeds," our pro forma as adjusted net tangible book value as of September 30, 2004 would have been a deficit of $            per share of common stock. This represents an immediate decrease in net tangible book value of $            per share to existing stockholders and an immediate dilution of $            per share to new investors purchasing shares of our common stock in the offering. See "Dilution."

        The trading price of our common stock may be volatile in response to a number of factors, many of which are beyond our control, including actual or anticipated variations in quarterly financial results, changes in financial estimates by securities analysts and announcements by our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments. In addition, our financial results may be below the expectations of securities analysts and investors. If this were to occur, the market price of our common stock could decrease, perhaps significantly.

        In addition, the U.S. securities markets have experienced significant price and volume fluctuations. These fluctuations often have been unrelated to the operating performance of companies in these markets. Broad market and industry factors may negatively affect the price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of an individual company's securities, securities class action litigation often has been instituted against that company. The institution of similar litigation against us could result in substantial costs and a diversion of our management's attention and resources, which could negatively affect our business, results of operations or financial condition.

        This is our initial public offering, which means that our common stock currently does not trade in any market. Upon the consummation of the offering, our common stock may not trade actively. In addition, our common stock may have limited trading volume, and many investors may not be interested in owning our common stock because of the inability to acquire or sell a substantial block of our common stock at one time. This illiquidity could have an adverse effect on the market price of our common stock. An illiquid market for our common stock may result in price volatility and poor execution of buy and sell orders for investors. The initial public offering price for shares of our

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common stock is or will be determined by negotiations between us, the selling stockholders and the underwriters and may bear no relationship to the price at which the common stock will trade after the offering.

        Under Delaware law, we may pay dividends, in cash or otherwise, only if we have surplus in an amount at least equal to the amount of the relevant dividend payment. Any payment of cash dividends will depend upon our financial condition, capital requirements, earnings and other factors deemed relevant by our board of directors. Further, our new senior credit facilities and the indenture governing our senior subordinated notes will restrict our ability to pay cash dividends. Agreements governing future indebtedness will likely contain similar restrictions on our ability to pay cash dividends. We do not intend to pay dividends on our common stock for the foreseeable future. See "Dividend Policy."

        Immediately after the offering, our principal stockholders will beneficially own, in the aggregate, approximately            % of our outstanding common stock, including    % and    % of our outstanding common stock beneficially owned by KKR 1996 GP L.L.C., or KKR, and Trimaran, respectively, and our executive officers and directors will beneficially own, in the aggregate, approximately            % of our outstanding common stock. Our principal stockholders, executive officers and directors will together beneficially own approximately            % of our outstanding common stock (taking into account that some shares are considered beneficially owned by both principal stockholders and executive officers). In addition, immediately after the offering, KKR and Trimaran each have the right to appoint four and three members of our board of directors, respectively. As a result, our principal stockholders, executive officers and directors, as a group, will be able to influence or control substantially all matters requiring approval by our stockholders, including, without limitation, the election of directors and mergers, consolidations and sales of all or substantially all of our assets, and they may do so in a manner with which you may not agree or which may be adverse to your interests. For example, they could (1) cause our company to enter into transactions with their affiliates that are adverse to our interests or (2) cause us to redeem or make payments on securities owned by them. In addition, this concentration of ownership may have the effect of preventing, discouraging or deferring a change of control, which could depress the market price of our common stock. See "Principal Stockholders," "Certain Relationships and Related Party Transactions" and "Description of Capital Stock—Common Stock."

        Provisions of our charter documents and the General Corporation Law of Delaware, the state in which we are organized, could discourage potential acquisition proposals or make it more difficult for a third party to acquire control of our company, even if doing so might be beneficial to our stockholders. Our certificate of incorporation and bylaws provide for various procedural and other requirements that could make it more difficult for stockholders to effect certain corporate actions. For example, our certificate of incorporation authorizes our board of directors to determine the rights, preferences, privileges and restrictions of unissued series of preferred stock without any vote or action by our stockholders. Our board of directors can therefore authorize and issue shares of preferred stock with voting or conversion rights that could adversely affect the voting or other rights of holders of our common stock. Additional provisions that could make it more difficult for stockholders to effect certain corporate actions include:

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        See "Description of Capital Stock." These provisions may make it more difficult or expensive for a third party to acquire a majority of our outstanding voting stock or may delay, prevent or deter a merger, acquisition, tender offer or proxy contest, which may negatively affect our stock price.

        As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the SEC and the New York Stock Exchange, have required changes in corporate governance practices of public companies. We expect these new rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, as a result of becoming a public company, we may create additional board committees and will adopt additional policies regarding internal controls, disclosure controls and procedures. In addition, we will incur additional costs associated with our public company reporting requirements. We also expect these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        We make "forward-looking statements" in the "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Industry" and "Business" sections and elsewhere throughout this prospectus. Whenever you read a statement that is not simply a statement of historical fact (such as when we describe what we "believe," "expect" or "anticipate" will occur, and other similar statements), you must remember that our expectations may not be correct, even though we believe that they are reasonable. We do not guarantee that the transactions and events described in this prospectus will happen as described or that they will happen at all. You should read this prospectus completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation, beyond that required by law, to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made, even though our situation will change in the future.

        Whether actual results will conform with our expectations and predictions is subject to a number of risks and uncertainties, many of which are beyond our control, and reflect future business decisions that are subject to change. Some of the assumptions, future results and levels of performance expressed or implied in the forward-looking statements we make inevitably will not materialize, and unanticipated events may occur which will affect our results. The "Risk Factors" section of this prospectus describes the principal contingencies and uncertainties to which we believe we are subject.

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TTI MERGER

        On December 24, 2004, Accuride, Amber Acquisition Corp., a wholly-owned subsidiary of Accuride, TTI, the persons listed on Annex I to the merger agreement, whom we refer to as the signing stockholders, and Andrew Weller, Jay Bloom and Mark Dalton, as the TTI Stockholder Representatives, entered into an agreement and plan of merger, which we refer to as the merger agreement. Pursuant to, and subject to the terms and conditions contained in, the merger agreement, Accuride will acquire TTI through the merger of Amber Acquisition Corp. with and into TTI, with TTI continuing as the surviving corporation, which we refer to as the TTI merger.

        At the effective time of and as a result of the TTI merger, (1) each share of TTI common stock, Series D Preferred Stock and Series E Preferred Stock will be converted into the right to receive the number of shares of our common stock equal to the applicable exchange ratio specified in the merger agreement, (2) each share of Series A Preferred Stock and Series C Preferred Stock will be converted into the right to receive the number of shares of our common stock equal to the applicable exchange ratio specified in the merger agreement and the right to receive a certain number of additional shares of our common stock contingent upon the occurrence of certain events, (3) all shares of common stock and preferred stock held in the treasury of TTI, or any of its subsidiaries, will be cancelled and retired, (4) each outstanding option to purchase TTI common stock will be terminated and (5) each outstanding warrant to purchase TTI common stock will be terminated. Certain holders of TTI's common stock and preferred stock will receive cash in exchange for their interests in TTI prior to the closing. The number of shares of common stock to be issued by us to holders of preferred and common stock of TTI in connection with the TTI merger is 14,496.39, plus up to 2,025.80 shares upon the achievement of certain performance goals.

        Following the effective time of the TTI merger, we will have a seven-member board of directors, which will include a total of four current Accuride directors and three current directors of TTI, who initially will be Messrs. Bloom, Dalton and Weller. Mr. Keating, our current President and Chief Executive Officer, will serve as President and Chief Executive Officer of the combined company. Mr. Keating will be joined by Mr. Weller, current President and Chief Executive Officer of TTI, who will serve as Executive Vice President of Accuride in charge of TTI Operations and Integration. In addition, Mr. Cirar, who was formerly an executive officer of TTI, will become our Senior Vice President/Gunite and Brillion Operations. Mr. Murphy will continue to serve as our Chief Financial Officer following the TTI merger.

        The merger agreement contains customary representations, warranties and covenants. The consummation of the TTI merger is contingent upon the restructuring of the debt of Accuride and TTI and other customary closing conditions.

31


USE OF PROCEEDS

        We estimate that the net proceeds to us from this offering will be approximately $             million (or $            million if the underwriters' over-allotment option is exercised in full) based on an assumed initial public offering price of $             per share, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of shares by the selling stockholders.

        We plan to use our net proceeds from this offering as follows:


DIVIDEND POLICY

        We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings and we do not anticipate paying any cash dividends on our common stock. In addition, our new senior credit facilities and the indenture governing our senior subordinated notes restrict our ability to pay dividends. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources." Any future determination to pay dividends will be at the discretion of our board of directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that our board of directors considers relevant. Furthermore, as a holding company, we depend on the cash flow of our subsidiaries.

32


CAPITALIZATION

        The following table sets forth our cash position and capitalization as of September 30, 2004, on (1) an actual basis, (2) a pro forma basis giving effect to the Transactions and (3) a pro forma basis as further adjusted to give effect to:

        This table should be read in conjunction with our consolidated financial statements and the notes to the financial statements appearing elsewhere in this prospectus. See "Selected Historical Consolidated Financial and Other Data of Accuride" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 
  As of September 30, 2004
 
  Historical
  Pro Forma for the
Transactions
  Pro Forma As
Adjusted
 
  (unaudited)

      (dollars in thousands)
Cash and cash equivalents   $ 40,229   $ 1,547   $ —
   
 
 
Long-term debt (including current portion):                  
  Revolving credit facilities(a)   $ 25,000   $ 25,000   $  
  Term credit facility     274,100     615,000      
  Senior subordinated notes     189,553     189,553      
  Other debt     0     3,100      
   
 
 
    Total long-term debt (including current portion)   $ 488,653   $ 832,653   $  
   
 
 
Stockholders' equity                  
  Preferred stock (par value)     0     0      
  Common stock (par value)     52,070     142,070      
  Treasury stock     (735 )   (735 )    
  Accumulated deficit     (89,052 )   (105,884 )    
  Accumulated other comprehensive loss     (10,735 )   (10,735 )    
   
 
 
    Total stockholders' equity   $ (48,452 ) $ 24,716   $  
   
 
 
    Total capitalization   $ 440,201   $ 857,369   $  
   
 
 
(a)
Our new senior credit facilities provide for borrowings of up to $95.0 million under our U.S. revolving credit facility and $30.0 million under our Canadian revolving credit facility. As of September 30, 2004, on a pro forma as adjusted basis, we would have had revolving loans outstanding of $25 million.

33


DILUTION

        If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock after the offering.

        Calculations relating to shares of common stock in the following discussion and tables assume that the following have occurred as of September 30, 2004:

        Our net tangible book value as of September 30, 2004 was a deficit of approximately $8.5 million, or negative $1,888.7 per share of common stock. Net tangible book value per share represents total tangible assets (total assets less goodwill and other intangible assets) less total liabilities, divided by the number of shares of common stock outstanding. After giving effect to the issuance and sale of 16,522.19 shares of our common stock (including 2,025.80 shares issuable upon the achievement of certain performance goals) in the TTI merger, less underwriting discounts, offering-related expenses and other expenses, including the application of the net proceeds in accordance with "Use of Proceeds," our pro forma as adjusted net tangible book value as of September 30, 2004 would have been approximately $23.9 million, or $586.4 per share of common stock. This represents an immediate decrease in net tangible book value of $            per share to existing stockholders and an immediate dilution of $            per share to new investors purchasing shares of our common stock in the offering.

        The following table illustrates this dilution:

Assumed initial public offering price per share   $  
Net tangible deficit per share as of September 30, 2004      
Increase per share      
Pro forma as adjusted net tangible book value per share      
   
  Dilution per share to new investors   $  
   

        The following table summarizes, as of September 30, 2004, on a pro forma as adjusted basis, the total number of shares of common stock acquired from our company for cash during the past five years by existing stockholders, and the total consideration received by us and the average price per share paid by them and by new investors purchasing shares of common stock in the offering, before deducting the underwriting discounts and estimated offering expenses that we will pay:

 
  Shares purchased
  Total consideration
   
 
  Average
price per
share
 
  Number
  Percent
  Amount
  Percent
Existing stockholders purchasing shares in the past five years(1)         % $       % $  
New investors         %         %    
   
 
 
 
     
  Total         %         %    
   
 
 
 
     
(1)
Reflects an average per share price of $                        for the            shares of our common stock which will be outstanding after giving effect to the                        split.

34

        If the underwriters exercise their overallotment option in full, the number of shares held by new investors will be increased by                        , or approximately    % of the total number of outstanding shares of our common stock.

        The foregoing excludes 2,410.2 shares issuable upon exercise of currently outstanding options under the Accuride Corporation 1998 Stock Purchase and Option Plan and                         shares issuable upon the exercise of new options to be issued concurrently with consummation of the offering under our new Equity Incentive Plan (which number would be                        shares if the underwriters exercise their over-allotment option in full).

35


PRO FORMA CONSOLIDATED FINANCIAL DATA

Unaudited Pro Forma Consolidated Financial Statements

        The unaudited pro forma consolidated financial statements have been derived from the application of pro forma adjustments to the historical consolidated financial statements of Accuride and TTI and should be read in conjunction with those consolidated financial statements and the notes thereto and other financial data appearing elsewhere in this prospectus. The unaudited pro forma consolidated financial statements are not necessarily indicative of the results that would have actually occurred if the Transactions had been in effect on the dates indicated below or that may occur in the future.

        The accompanying unaudited pro forma consolidated balance sheet of the combined companies at September 30, 2004 and the related unaudited pro forma consolidated statements of income for the year ended December 31, 2003 and the nine months ended September 30, 2004 give effect on a pro forma basis to the Transactions, as defined on page 8 of this prospectus.

        The unaudited pro forma consolidated statements of income for the year ended December 31, 2003 and the nine months ended September 30, 2004 have been prepared to reflect the Transactions as if they were consummated on January 1, 2003. The unaudited pro forma consolidated balance sheet reflects the Transactions as if they were consummated on September 30, 2004. The unaudited pro forma adjustments and preliminary allocation of purchase price are based upon valuations and other studies that have not yet been completed. Accordingly, the actual allocation of purchase price and the resulting effect on income from operations may differ significantly from the pro forma amounts included herein. The unaudited pro forma financial information is presented for informational purposes only. The unaudited pro forma consolidated financial data should be read in conjunction with the information contained in "Selected Historical Consolidated Financial and Other Data of Accuride" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus.

36


Unaudited Pro Forma Consolidated Balance Sheet
As of September 30, 2004

 
  Accuride
Historical
  TTI
Historical
  Adjustments
Acquisition
  Notes
  Adjustments
Financing
  Notes
  Pro Forma
 
 
  (dollars in thousands)

 
CURRENT ASSETS:                                        
  Cash and cash equivalents   $ 40,229   $ 0   $ (11,500 ) a(i)   $ (27,182 ) b(iii)   $ 1,547  
  Customer receivables, net of allowance for doubtful accounts of $822 and $1,364     63,530     81,949                         145,479  
  Other receivables     7,896     —                         7,896  
  Inventories, net     39,842     53,265     4,164
2,123 		  a(ii)
a(iii) 		              99,394  
  Supplies     12,592     —                         12,592  
  Deferred income taxes     2,543     11,295                         13,838  
  Income taxes receivable     0     —                         0  
  Prepaid expenses and other current assets     5,093     9,340                         14,433  
   
 
 
     
     
 
    Total current assets     171,725     155,849     (5,213 )       (27,182 )       295,179  
PROPERTY, PLANT AND EQUIPMENT, NET     202,852     84,281     10,199   a(iv)               297,332  
OTHER ASSETS:                                        
  Goodwill     123,197     199,079     (199,079
246,155 		)
a(v)
a(vi) 		              369,352  
  Investment in affiliates     3,547     0                         3,547  
  Deferred financing costs     4,225     9,278     (9,278 ) a(vii)     (1,557
6,000 		)
b(iv)
b(v) 		    8,668  
  Deferred income taxes     17,916     0     (17,916 )                 0  
  Pension benefit plan asset     29,312     0                         29,312  
  Intangible assets     0     41,921     (41,921
145,500 		)
a(ix)
a(x) 		              145,500  
  Other     8     0                         8  
   
 
 
     
     
 
TOTAL   $ 552,782   $ 490,408   $ 128,447       $ (22,739 )     $ 1,148,898  
   
 
 
     
     
 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)                                        
CURRENT LIABILITIES:                                        
  Accounts payable   $ 45,013   $ 59,779   $         $         $ 104,792  
  Current portion of long-term debt     1,900     1,150               (3,050
6,150 		)
b(i)
b(ii) 		    6,150  
  Accrued payroll and compensation     9,850     16,561     3,000   a(xi)               29,411  
  Accrued interest payable     3,523     3,282               (6,882 ) b(iii)     (77 )
  Accrued and other liabilities     6,632     19,504                         26,136  
   
 
 
     
     
 
    Total current liabilities     66,918     100,276     3,000         (3,782 )       166,412  
LONG-TERM DEBT, less current portion     486,753     334,875     7,000   a(xii)     633,850
(231,775
(100,000
(297,200
(7,000
)
)
)
) 		b(ii)
b(i)
b(i)
b(i)
b(iii) 		    826,503  
OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY     22,260     17,413     32,587   a(xiii)               72,260  
PENSION BENEFIT PLAN LIABILITY     24,921     4,914     4,400   a(xiii)               34,235  
DEFERRED INCOME TAX LIABILITY           11,304     24,882
(17,916
) 		a(xv)               18,270  
OTHER LIABILITIES     382     6,120                         6,502  
STOCKHOLDERS' EQUITY (DEFICIENCY):                                        
  Preferred stock           2     (2 ) a(xvi)               0  
  Common stock and additional paid in capital     52,070     208,811     (208,811
90,000 		)
a(xvi)
a(xvii) 		              142,070  
  Treasury stock     (735 )   0                         (735 )
  Stock subscriptions receivable     0     0                         0  
  Accumulated other comprehensive income (loss)     (10,735 )   (12,725 )   12,725   a(xvi)               (10,735 )
  Retained earnings (deficit)     (89,052 )   (180,582 )   180,582   a(xvi)     (16,832 ) b(vi)     (105,884 )
   
 
 
     
     
 
    Total stockholders' equity (deficiency)     (48,452 )   15,506     74,494         (16,832 )       24,716  
   
 
 
     
     
 
TOTAL   $ 552,782   $ 490,408   $ 128,447       $ (22,739 )     $ 1,148,898  
   
 
 
     
     
 

See Notes to Unaudited Pro Forma Consolidated Financial Statements

37


Unaudited Pro Forma Consolidated Statement of Income
Year Ended December 31, 2003

 
  Accuride
Historical
  TTI
Historical
  Adjustments
Acquisitions
  Notes
  Adjustments
Financing
  Notes
  Pro Forma
 
 
  (dollars in thousands, except per share data)

 
NET SALES   $ 364,258   $ 440,009   $         $         $ 804,267  
COST OF GOODS SOLD     301,428     368,931     (4,225
2,123
(143 		)

) 		c(i)
c(ii)
c(iii) 		              668,114  
   
 
 
     
     
 
GROSS PROFIT     62,830     71,078     2,245         —         136,153  
OPERATING EXPENSES:                                        
  Selling, general and administrative     23,918     38,896     3,620   c(iv)     —         66,434  
  Net gain on disposition of property, plant and equipment     0     (2,600 )                       (2,600 )
  Reduction in estimated environmental remediation liability     0     (6,636 )                       (6,636 )
   
 
 
     
     
 
INCOME FROM OPERATIONS     38,912     41,418     (1,375 )       —         78,955  
OTHER INCOME (EXPENSE):                                        
  Interest income     252     496                         748  
  Interest (expense)     (38,865 )   (40,362 )             5,016
21,903 		  c(v)
c(vi) 		    (52,308 )
  Gain on sale of rail assets     0     10,000                         10,000  
  Loss on debt extinguishment     0     (1,803 )             1,803   c(vii)     0  
  Refinancing costs     (11,264 )   0               11,264   c(viii)     0  
  Equity in earnings of affiliates     485     0                         485  
  Other income (expense), net     825     0                         825  
   
 
 
     
     
 
INCOME (LOSS) BEFORE INCOME TAXES     (9,655 )   9,749     (1,375 )       39,986         38,705  
INCOME TAX PROVISION (BENEFIT)     (930 )   6,248     (536 ) c(ix)     15,594   c(ix)     20,376  
   
 
 
     
     
 
NET INCOME (LOSS)   $ (8,725 ) $ 3,501   $ (839 )     $ 24,392       $ 18,329  
   
 
 
     
     
 
Preferred stock dividends     —     (17,769 )                       —  
Net income (loss) available to common stockholders   $ (8,725 ) $ (14,268 )                     $ 18,329  
   
 
                           
Weighted average common shares outstanding-basic     24,797     2,605,352                         39,293  
Basic earnings (loss) per share   $ (351.86 ) $ (5.48 )                     $ 466.47  
Weighted average common shares outstanding-diluted     24,797     2,605,352                         40,577  
Diluted earnings (loss) per share   $ (351.86 ) $ (5.48 )                     $ 451.71  
                                   
 

See Notes to Unaudited Pro Forma Consolidated Financial Statements

38


Unaudited Pro Forma Consolidated Statement of Income
Nine Months Ended September 30, 2004

 
  Accuride
Historical
  TTI
Historical
  Adjustments
Acquisitions
  Notes
  Adjustments
Financing
  Notes
  Pro Forma
 
 
  (dollars in thousands, except per share data)

 
NET SALES   $ 355,495   $ 435,310   $         $         $ 790,805  
COST OF GOODS SOLD     282,207     372,545     (1,768
(2,531 		)
) 		d(i)
d(ii) 		              650,453  
   
 
 
     
     
 
GROSS PROFIT     73,288     62,765     4,299         —         140,352  
OPERATING EXPENSES:                                        
  Selling, general and administrative     18,547     30,317     2,798   d(iii)               51,662  
  Net loss on disposition of property, plant and equipment     0     2,203                         2,203  
  Severance expense for former chief executive officer     0     3,460                         3,460  
   
 
 
     
     
 
INCOME FROM OPERATIONS     54,741     26,785     1,501         —         83,027  
OTHER INCOME (EXPENSE):                                        
  Interest income     110     0                         110  
  Interest (expense)     (27,490 )   (23,893 )             2,045
11,338 		  d(iv)
d(v) 		    (38,000 )
  Loss on debt extinguishment     0     (10,655 )             10,655   d(vi)     0  
  Equity in earnings of affiliates     441     0                         441  
  Other income (expense), net     (942 )   0                         (942 )
   
 
 
     
     
 
INCOME (LOSS) BEFORE INCOME TAXES     26,860     (7,763 )   1,501         24,038         44,636  
INCOME TAX PROVISION (BENEFIT)     10,326     (3,500 )   585   d(vii)     9,375   d(vii)     16,786  
   
 
 
     
     
 
NET INCOME (LOSS)   $ 16,534   $ (4,263 ) $ 916       $ 14,663       $ 27,850  
   
 
 
     
     
 
Preferred stock dividend     —     (22,842 )                       —  
Net income (loss) available to common stockholders   $ 16,534   $ (27,105 )                     $ 27,850  
   
 
                           
Weighted average common shares outstanding-basic     24,799     2,674,418                         39,295  
Basic earnings (loss) per share   $ 667.72   $ (10.14 )                     $ 708.74  
Weighted average common shares outstanding-diluted     25,653     2,674,418                         40,725  
Diluted earnings (loss) per share   $ 644.53   $ (10.14 )                     $ 683.86  
                                   
 

See Notes to Unaudited Pro Forma Consolidated Financial Statements

39

Notes to the Unaudited Pro Forma Consolidated Financial Statements

Note 1: Pro Forma Adjustments

    (a)
    The TTI merger will be accounted for by the purchase method of accounting. Under purchase accounting, the total purchase price will be allocated to the tangible and intangible assets and liabilities of TTI based upon their respective fair values. This allocation will be based upon valuations and other studies that have not yet been completed. A preliminary allocation of the purchase price has been made to major categories of assets and liabilities based on available information. The actual allocation of purchase price and the resulting effect on income from operations may differ significantly from the pro forma amounts included herein.

 
   
   
  (dollars in thousands)

   
Estimated Purchase Price of Equity               $ 90,000   a(xvii)
Estimated Acquisition Costs                 11,500   a(i)
               
   
                  101,500    
Net assets of TTI at historical costs                 15,506   a(xvi)
               
   
Excess of purchase price over net assets acquired at historical costs               $ 85,994    
               
   

Adjustments to Net Assets Acquired:
 
 
 
 
 
 
 
 
 
 
 
Elimination of existing goodwill       (199,079 ) a(v)          
Elimination of existing intangibles       (41,921 ) a(ix)          
Elimination TTI LIFO reserve       4,164   a(ii)          

Estimated Fair Value of Assets and Liabilities (excluding Intangibles) in Excess of Book Value:
 
 
 
 
 
 
 
 
 
 
 
Increase in fair value of inventory       2,123   a(iii)          
Increase in property, plant and equipment       10,199   a(iv)          
Increase in pension and OPEB liability       (36,987 ) a(xiii)          
Increase in liabilities associated with severance contracts       (3,000 ) a(xi)          
Elimination of deferred financing costs       (9,278 ) a(vii)          
Increase in fair value of long term debt—prepayment penalty       (7,000 ) a(xii)          

Estimated Fair Values of Intangible Assets Acquired:
 
 
 
 
 
 
 
 
 
 
 
Backlog (finite life)       500   a(x)          
Trade names (indefinite life)       50,000   a(x)          
Technology (finite life)       20,000   a(x)          
Customer relations (finite life)       75,000   a(x)          

Adjustments to Deferred Income Taxes:
 
 
 
 
 
 
 
 
 
 
 
  Total adjustments above (excluding goodwill)   63,800                  
  Tax effect at 39%       (24,882 ) a(xv)          
       
             
Excess of Purchase Price Over Identifiable Net Assets                 246,155   a(vi)
               
   
                $ 85,994    
               
   

40

    (b)
    Assumptions related to refinancing adjustments for the unaudited pro forma consolidated balance sheet as of September 30, 2004:

    (i)
    Pro forma results contemplate the refinancing of Accuride's outstanding senior bank debt in the amount of $299.1 million, as well as TTI's senior bank debt in the amount of $232.9 million and TTI's subordinated debt in the amount of $100 million.

    (ii)
    Accuride anticipates available borrowings under the term credit facility and revolving credit facilities of its new senior credit facilities will be approximately $740 million. Accuride expects to draw $640 million at the closing of its new senior credit facilities and has reflected $634 million of such borrowings as long-term debt and $6 million as current portion of long-term debt. For this pro forma measure, interest on the new term debt is based on LIBOR plus 250 basis points.

    (iii)
    Accuride anticipates it will pay cash for financing costs of $8.3 million, advisement fees of $5.0 million, accrued interest of $6.9 million related to Accuride and TTI's outstanding senior bank debt and TTI's subordinated debt as part of the refinancing, and prepayment penalties of $7.0 million.

    (iv)
    Deferred financing costs of $1.6 million related to Accuride's former credit facility have been reflected as a charge to interest expense as a result of the refinancing.

    (v)
    Accuride expects to capitalize $6.0 million of deferred financing costs associated with the refinancing, as discussed in item b(iii) above.

    (vi)
    Accuride anticipates it will incur bank fees and other professional fees of approximately $16.8 million.

    (c)
    Assumptions for the unaudited pro forma consolidated statement of income for the year ended December 31, 2003:

    (i)
    Depreciation expense has been reduced by $4.2 million to reflect revised fair values and increases in and remaining useful lives of assets as part of the TTI merger.

    (ii)
    Cost of sales has been increased by $2.1 million to reflect the sale inventory that has been adjusted to fair value as part of the TTI merger.

    (iii)
    Cost of sales has been reduced by $0.1 million to reverse the impact in expected changes in the LIFO reserve.

    (iv)
    Amortization expense has been increased by $3.6 million to reflect the incremental amortization for intangible assets to be acquired.

    (v)
    Reversal of 2003 amortization of deferred financing costs of $5.0 million which had previously been charged to interest expense.

    (vi)
    Reduced interest expense of $21.9 million to reflect the reduction in historical interest expense resulting from the anticipated refinancing as compared to the actual interest expense of Accuride and TTI for 2003. For the year ended December 31, 2003 a 1 / 8 percent variance in the interest rate would cause a change in interest expense of $0.8 million

    (vii)
    Reversal of TTI's 2003 debt extinguishment costs of $1.8 million.

    (viii)
    Reversal of Accuride's 2003 refinancing fees of $11.3 million.

    (ix)
    Tax effect of pro forma adjustments at 39%.

41

    (d)
    Assumptions for the unaudited pro forma consolidated statement of income for the nine months ended September 30, 2004:

    (i)
    Depreciation expense has been reduced by $1.8 million to reflect revised fair values and increases in remaining useful lives of assets as part of the TTI merger.

    (ii)
    Cost of sales has been reduced by $2.5 million to reverse the impact in historical changes in the LIFO reserve.

    (iii)
    Amortization expense has been increased by $2.8 million to reflect the incremental amortization for intangible assets to be acquired.

    (iv)
    Reversal of 2003 amortization of deferred financing costs of $2.0 million which had previously been charged to interest expense.

    (v)
    Reduced interest expense of $11.3 million to reflect the reduction in projected interest expense resulting from the anticipated refinancing as compared to the historical interest expense of Accuride and TTI for 2004. For the nine month period ended September 30, 2004, a 1 / 8  percent variance in the interest rate would cause a change in interest expense of $0.6 million.

    (vi)
    Reversal of TTI's 2003 debt extinguishment costs of $10.7 million.

    (vii)
    Tax effect of pro forma adjustments at 39%.

Note 2: Earnings Per Share

        Earnings per share are calculated by dividing net earnings by the weighted average shares outstanding. Unaudited pro forma basic and diluted earnings per share have been calculated in accordance with the SEC rules for initial public offerings. These rules require that the weighted average share calculation give retroactive effect to any changes in our capital structure as well as the number of shares whose sale proceeds will be used to repay any debt reflected in the pro forma adjustments.

Note 3: Management Services Agreement

        Pursuant to the management services agreement described in this prospectus, which is to be effective upon the completion of the TTI merger, KKR has agreed to render management, consulting and financial services to us for an annual fee of $0.65 million, while Trimaran has agreed to render management, consulting and financial services to us for an annual fee of $0.35 million.

Note 4: Pro Forma EBITDA

        Pro forma EBITDA is not intended to represent cash flows as defined by GAAP and should not be considered as an alternative to net income as an indicator of our operating performance or to cash flows as a measure of liquidity. We have included information concerning pro forma EBITDA because it is a basis upon which we assess our financial performance and incentive compensation and certain covenants in the Company's borrowing arrangements are tied to similar measures. In addition, EBITDA is used by certain investors as a measure of the ability of a company to service or incur indebtedness and because it is a financial measure commonly used in our industry.

      Pro forma EBITDA consists of our pro forma net income before pro forma interest expense, pro forma income tax expense and pro forma depreciation and amortization. Set forth below is a reconciliation of our pro forma net income to pro forma EBITDA:

42

 
  Year Ended
December 31
2003
  Nine Months
Ended
September 30,
2004
Pro Forma net income   $ 18,329   $ 27,850
  Income tax expense     20,376     16,786
  Interest expense     51,560     37,890
  Depreciation and amortization     44,745     31,142
   
 

Pro Forma EBITDA
 
$
135,010
 
$
113,668
   
 

Note 5: Unusual Items (Increasing) Decreasing Pro Forma EBITDA

 
  Year Ended
December 31
2003
  Nine Months
Ended
September 30,
2004
Selling, general and administrative expenses (1)   410   280
Gain on sale of rail assets (2)   (10,000 ) —
Net (gain) loss on disposition of property, plant and equipment (3)   (2,600 ) 2,203
Reduction in estimated environmental remediation liability (4)   (6,636 ) —
Chief executive officer severance (5)   —   3,460
Business interruption costs (6)   2,157   833
Strike avoidance costs (7)   444   —
Other unusual items (8)   285   —
Items related to Accuride's credit agreement (9)   (825 ) 942
Inventory adjustment (10)   2,123   —
   
 

 
 
(14,642
)
7,718
   
 
(1)
TTI's selling, general and administrative expenses in 2003 included $0.3 million for management bonuses related to the exchange of subordinated debt for preferred stock in December 2003 and $0.1 million and $0.3 million in 2003 and 2004, respectively, related to fees for the 2001 audit performed in connection with TTI's proposed initial public offering.

(2)
TTI recorded gains from the sale of its residual ownership interest of its former rail car business of $10.0 million in 2003.

(3)
Primarily represents a gain resulting from TTI's sale of its Emeryville, California plant in 2003. On October 30, 2003, TTI sold the real property of its Emeryville, California plant for $6.5 million and moved the operations into a leased facility in the area. The transaction resulted in a net gain of $3.7 million and a mandatory prepayment of senior credit facility term loans of $5.3 million. This $3.7 million gain was offset by losses on dispositions of fixed assets of $1.1 million. In the quarter ended June 30, 2004, TTI entered into negotiations with a buyer for the sale of certain of its assets held for sale at its Erie, Pennsylvania location at a price below carrying value. To comply with the requirements of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," TTI recorded an impairment loss of $2.2 million.

(4)
In early 2003, TTI undertook a review, with assistance from third-party specialists, of its environmental exposures. The review indicated that there was a substantial reduction in TTI's probable exposure at identified sites due primarily to the inactive status or closure of many of the

43

    sites and consent decrees obtained at certain of these sites. Accordingly, TTI reduced its reserves relating to the sites by $6.6 million.

(5)
In August of 2004, TTI recorded severance expense of $3.5 million in connection with the retirement of its former chief executive officer.

(6)
Business interruption costs for 2003 included $2.2 million for costs associated with the fire damage and resulting business interruption sustained at Accuride's facility in Cuyahoga Falls, Ohio in August 2003. Business interruption costs for 2004 included $0.3 million for costs associated with the fire damage and resulting business interruption sustained at Accuride's facility in Cuyahoga Falls, Ohio in August 2003 and $0.5 million for costs associated with roof damage and resulting business interruption sustained at Accuride's facility in Cuyahoga Falls, Ohio.

(7)
In 2003, Accuride incurred $0.4 million for strike contingency costs associated with renewal of its labor contract at its facility in Erie, Pennsylvania.

(8)
Other unusual items in 2003 included $0.3 million for pension related costs at Accuirde's facility in London, Ontario.

(9)
Items related to Accuride's credit agreement in 2003 consisted of foreign currency gains of $0.9 million and other expense of $0.1 million. Items related to Accuride's credit agreement in 2004 included currency losses of $1.0 million and other income of $0.1 million.

(10)
Cost of sales on a pro forma basis included $2.1 million to reflect the sale of inventory that has been adjusted to fair value as part of the TTI merger.

44


SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA OF ACCURIDE

        The following tables set forth our selected historical consolidated financial and other data as of the dates and for the periods indicated. The selected historical consolidated financial statements and other data as of and for the years ended December 31, 1999, 2000, 2001, 2002, and 2003 are derived from our audited consolidated financial statements for such periods, which have been audited by Deloitte & Touche LLP, an independent registered public accounting firm. The selected historical financial statements and other data as of and for the nine months ended September 30, 2003 and 2004 are derived from our unaudited consolidated financial statements for such periods and include all adjustments that we consider necessary for a fair presentation of the financial information for such periods. The selected historical consolidated data are presented for informational purposes only and do not purport to project our financial position as of any future date or our results of operations for any future period. You should read the following selected historical financial information in conjunction with our consolidated financial statements and related notes and the information contained elsewhere in this prospectus and the information under "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Selected Historical Operations Data

 
  Years Ended December 31,
  Nine Months Ended
September 30,
 
 
  1999
  2000
  2001
  2002
  2003
  2003
  2004
 
 
   
   
   
   
   
  (unaudited)

 
 
  (dollars in thousands)

 
Statement of Operations Data:                                            
Net sales(a)   $ 505,854   $ 475,804   $ 332,071   $ 345,549   $ 364,258   $ 269,894   $ 355,495  
Cost of sales(a)(b)     395,237     396,587     298,275     286,232     301,428     222,608     282,207  
Gross profit(a)(b)     110,617     79,217     33,796     59,317     62,830     47,286     73,288  
Operating expenses     29,032     29,494     31,000     24,014     23,918     17,693     18,547  
Income from operations(b)     81,585     49,723     2,796     35,303     38,912     29,593     54,741  
Interest income (expense), net(c)     (38,988 )   (36,230 )   (40,199 )   (42,017 )   (49,877 )   (39,725 )   (27,380 )
Equity in earnings of affiliates(d)     2,316     455     250     182     485     461     441  
Other income (expense), net(e)     (1,081 )   (6,157 )   (9,837 )   1,430     825     (581 )   (942 )
Income tax (expense) benefit     (18,410 )   (5,278 )   13,836     (5,839 )   930     928     (10,326 )
Net income (loss)     25,331     2,513     (33,154 )   (10,941 )   (8,725 )   (9,324 )   16,534  
Earnings (Loss) Per Share Data:(f)                                            
  Basic   $ 1,019.44     101.35   $ (1,337.07 ) $ (441.24 ) $ (351.86 ) $ (376.03 ) $ 667.72  
  Diluted     1,019.44     101.19     (1,337.07 )   (441.24 )   (351.86 )   (376.03 )   644.53  
Weighted average common shares outstanding:                                            
  Basic     24,848     24,796     24,796     24,796     24,797     24,796     24,799  
  Diluted     24,848     24,835     24,796     24,796     24,797     24,796     25,653  
Balance Sheet Data (at period end):                                            
Cash and cash equivalents   $ 32,493   $ 38,516   $ 47,708   $ 41,266   $ 42,692     35,959     40,229  
Working capital (deficit)(g)     40,492     12,977     (5,136 )   17,587     33,945     44,011     64,578  
Total assets     525,772     515,271     498,223     515,167     528,297     521,271     552,782  
Total debt     460,561     448,886     476,550     474,155     490,475     490,449     488,653  
Stockholders' equity (deficiency)     (32,131 )   (29,200 )   (62,354 )   (53,249 )   (65,842 )   (62,054 )   (48,452 )
Other Financial and Operating Data:                                            
North American Class 8 heavy-duty truck production (units)     332,587     252,006     145,978     181,199     176,774     127,022     186,578  
Net cash provided by (used in):                                            
  Operating activities     86,835     66,343     1,359     15,307     7,964     (8,525 )   16,036  
  Investing activities     (124,324 )   (51,688 )   (18,405 )   (19,766 )   (19,672 )   (11,039 )   (16,580 )
  Financing activities     66,511     (8,632 )   26,238     (1,983 )   13,134     14,257     (1,919 )
EBITDA(h)     110,568     74,012     26,625     65,128     70,026     50,538     74,176  
Unusual items (increasing) decreasing EBITDA(i)     1,114     15,333     14,353     3,421     2,061     2,550     1,775  
Capital expenditures     44,507     50,420     17,705     19,316     20,261     11,797     15,903  
Depreciation and amortization(j)     29,784     32,279     35,611     30,740     34,129     24,937     21,282  
(a)
Results of operations for the year ended December 31, 1999 are based on our 50% ownership of Accuride Erie through March 31, 1999 and 100% ownership of Accuride Erie since April 1, 1999. Net sales and gross profit for aluminum wheels for the nine-month period from April 1, 1999 through December 31, 1999 were $76.1 million and $22.1 million, respectively.

45

(b)
Gross profit and income from operations for 1999 reflected a reduction to cost of $3.0 million related to the favorable Accuride Erie recall adjustment. Gross profit for 2000 reflected $5.0 million of costs related to integration and restructuring charges at our Monterrey, Mexico facility and $0.2 million of cost related to restructuring charges related to our other facilities. Gross profit for 2001 reflected $2.7 million of charges related to the closure of the Columbia, Tennessee facility, $1.6 million of restructuring charges related to our other facilities and a $2.6 million charge for impaired assets at the Monterrey, Mexico facility. Gross profit for 2002 reflected $0.9 million of costs related to a reduction in employee workforce, $0.4 million of costs related to non-cash pension curtailment expenses associated with a labor dispute in the Henderson, Kentucky facility plus $1.1 million of costs related to the consolidation of light wheel production. Gross profit for 2003 reflected $2.2 million for costs associated with the fire damage and resulting business interruption sustained at our facility in Cuyahoga Falls, Ohio in August 2003, $0.4 million for strike contingency costs associated with the recent renewal of our labor contract at our facility in Erie, Pennsylvania and $0.3 million for pension related costs at our facility in London, Ontario.

(c)
Includes $11.3 million of refinancing costs during the nine months ended September 30, 2003 and the year ended December 31, 2003. In 2000, $2.5 million relates to an extraordinary gain resulting from the repurchase of $10.1 million principal amount of our Senior Subordinated Notes for $7.3 million.

(d)
Includes Accuride's income from (1) Accuride Erie, through March 31, 1999, in which we owned a 50% interest prior to such date, and (2) AOT, Inc., a joint venture in which we own a 50% interest.

(e)
Consists primarily of realized and unrealized gains and losses related to the change in market value of our currency, commodity and interest rate derivative instruments.

(f)
Earnings per share are calculated by dividing net earnings by the weighted average shares outstanding.

(g)
Represents current assets less cash and current liabilities.

(h)
EBITDA is not intended to represent cash flows as defined by generally accepted accounting principles, or GAAP, and should not be considered as an alternative to net income as an indicator of our operating performance or to cash flows as a measure of liquidity. We have included information concerning EBITDA because it is a basis upon which we assess our financial performance and incentive compensation, and certain covenants in our borrowing arrangements are tied to this measure used by certain investors as a measure of the ability of a company to service or incur indebtedness and because it is a financial measure commonly used in our industry. In addition, EBITDA is presented in this prospectus may not be comparable to similarly titled measures used by other companies in our industry. EBITDA consists of our net income (loss) before interest expense, income tax (expense) benefit, depreciation and amortization. Set forth below is a reconciliation of our net income (loss) to EBITDA:

 
  Year Ended December 31,
  Nine Months Ended
September 30,
 
  1999
  2000
  2001
  2002
  2003
  2003
  2004
 
   
   
   
   
   
  (unaudited)

 
  (dollars in thousands)

Net income (loss)   $ 25,331   $ 2,513   $ (33,154 ) $ (10,941 ) $ (8,725 ) $ (9,324 ) $ 16,534
  Income tax expense (benefit)     18,410     5,278     (13,836 )   5,839     (930 )   (928 )   10,326
  Interest expense     38,988     36,230     40,199     42,017     49,877     39,725     27,380
  Depreciation and amortization     27,839     29,991     33,416     28,213     29,804     21,065     19,936
   
 
 
 
 
 
 
EBITDA   $ 110,568   $ 74,012   $ 26,625   $ 65,128   $ 70,026   $ 50,538   $ 74,176
   
 
 
 
 
 
 
(i)
Net income (loss) was affected by the unusual items presented in the following table:

 
  Year Ended December 31,
  Nine Months Ended
September 30,
 
  1999
  2000
  2001
  2002
  2003
  2003
  2004
 
   
   
   
   
   
  (unaudited)

 
  (dollars in thousands)

Restructuring and integration costs(1)         $ 6,032   $ 4,292   $ 2,334                  
Aborted merger & acquisition costs(2)   $ 1,443     3,147                              
Business interruption costs(3)                           $ 2,157   $ 1,240   $ 833
Strike avoidance costs(4)                             444     444      
Other unusual items(5)     (1,500 )         224     2,517     285     285      
Items related to our credit agreement     1,171     6,154     9,837     (1,430 )   (825 )   581     942
   
 
 
 
 
 
 
Unusual items (increasing) decreasing EBITDA   $ 1,114   $ 15,333   $ 14,353   $ 3,421   $ 2,061   $ 2,550   $ 1,775
   
 
 
 
 
 
 

46

(j)
Depreciation and amortization includes amortization of deferred financing cost, which we reported as interest expense in the consolidated financial statements, for all periods presented. Effective January 1, 2002, Accuride adopted SFAS No. 142 "Accounting for Goodwill and Other Intangible Assets". No goodwill amortization was recorded during the years ended December 31, 2002 and 2003 or the nine months ended September 30, 2003 and 2004. Included in the year ended December 31, 2003 was $2.2 million of deferred financing costs related to the third amended and restated credit agreement that we entered into on June 13, 2003 to refinance a portion of the debt outstanding under the July 27, 2001 second amended and restated credit agreement.

47


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

        The following discussion contains management's discussion and analysis of financial condition and results of operations for both Accuride and TTI and should be read in conjunction with the "Selected Historical Consolidated Financial and Other Data of Accuride," and the consolidated financial statements of Accuride and TTI and the related notes, all included elsewhere in this prospectus. This section contains forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements." Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly under the heading "Risk Factors."

General Overview

        We are one of the largest North American manufacturers of truck components for the heavy- and medium-duty truck industries, including the bus, commercial trailer and specialty vehicle markets. We primarily serve the North American medium-duty truck market and heavy-duty truck and commercial trailer market. In addition, we serve the light truck and other industrial markets.

        We design, manufacture and market one of the broadest portfolios of truck components in the industry. Our products include wheels and rims, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other truck components. We also manufacture products for various industrial end-markets, including industrial components and farm implements. Our products are marketed under what we believe are some of the most recognized brand names in the industry, including Accuride, Gunite, Imperial, Bostrom, Fabco and Brillion. Our product portfolio is supported by a centralized sales and marketing department and is manufactured in 17 strategically located facilities across the United States, Canada and Mexico.

        Our sales are affected to a significant degree by the heavy- and medium-duty truck and commercial trailer markets, which are subject to significant fluctuations due to economic conditions, changes in the alternative methods of transportation and other factors. We cannot assure you that fluctuations in these markets will not have a material adverse effect on our business, results of operations or financial condition.

        We have one reportable segment: the design, manufacture and distribution of component parts for heavy- and medium-duty trucks and commercial trailers. We sell our products primarily within North America and Latin America to original equipment manufacturers, or OEMs, and to the aftermarket.

The TTI Merger and Related Transactions

        On December 24, 2004, Accuride entered into an agreement and plan of merger with TTI that provides for the merger of a wholly owned subsidiary of Accuride with and into TTI, pursuant to which TTI will become a wholly owned subsidiary of Accuride, which we refer to as the TTI merger. Upon consummation of the TTI merger, Accuride stockholders will own 65% of the common stock of the combined company, with the remaining 35% of common stock of the combined company being held by TTI's stockholders, with up to an additional 3% of the common stock of the combined company issuable to TTI's stockholders upon the achievement of certain performance goals.

        In connection with the TTI merger (assuming an expected closing on or about January 28, 2005):

48

We refer to the TTI merger and the borrowings under our new senior credit facilities collectively as the Transactions.

Business Outlook

        Following a three-year industry downturn, the heavy- and medium-duty truck and commercial trailer markets began to show signs of a cyclical recovery at the end of 2003. Freight growth, improved fleet profitability, equipment age, equipment utilization, and economic strength continue to drive order rates for new vehicles not seen in several years. 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 and by overall economic growth and consumer spending. Current industry forecasts by analysts, including ACT, predict that the North American truck industry will continue to gain momentum in 2005. We believe that the general economic recovery and pent-up demand should continue to drive the pace of recovery in the truck and commercial trailer industry. We cannot assure you, however, that the economic recovery will continue. Delayed or failed economic recovery could have a material adverse effect on our business, results of operations or financial condition.

        Our operating challenges are to meet these higher levels of production while improving our internal productivity, and at the same time, mitigate the margin pressure from rising material prices. Furthermore, we may be required to increase our level of outsourced production for some of our products due to production constraints, and such outsourcing may result in lower margins.

Financial Statement Presentation

        Net sales.     Our net sales are generated from the sale of truck components to the heavy- and medium-duty truck and commercial trailer markets. The heavy- and medium-duty truck 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 and by overall economic growth and consumer spending. We also service a number of other markets, including light truck, industrial, construction, agriculture and lawn and garden, which are tied to general economic conditions except for the agriculture market, which is tied to those environmental and other factors that affect agricultural production.

        Cost of sales.     Our cost of sales includes the cost of raw materials such as steel, aluminum, steel scrap, pig iron, electricity, coke, natural gas, silicon sand, sand additives, coated sand, sheet and formed steel, bearings, purchased components, fasteners, foam, fabric and tube steel. The availability and price of steel, aluminum, steel scrap and pig iron are subject to market forces, including North American and international demand, freight costs, speculation and foreign exchange rates. During the nine months ended September 30, 2004, we experienced a sharp rise in raw material costs. We continued to implement surcharges to our customers to offset a portion of the increases in these raw materials costs during the third quarter of 2004. Our cost of sales also includes labor, utilities, freight, manufacturing depreciation and other manufacturing costs. From time to time we enter into hedging agreements or arrangements in connection with the supply of our raw materials.

        Operating income.     Operating income represents net sales less cost of sales, selling, general and administrative expenses and other operating charges (credits).

49


Accuride Results of Operations

 
  Year ended December 31,
  Nine months ended September 30,
 
 
  2001
  2002
  2003
  2003
  2004
 
 
   
   
   
   
   
   
  (unaudited)

 
 
  (dollars in thousands)

 
Net sales   $ 332,071   100.0 % $ 345,549   100.0 % $ 364,258   100.0 % $ 269,894   100.0 % $ 355,495   100.0 %
Gross profit     33,796   10.2 %   59,317   17.2 %   62,830   17.2 %   47,286   17.5 %   73,288   20.6 %
Operating expenses     31,000   9.3 %   24,014   6.9 %   23,918   6.6 %   17,693   6.6 %   18,547   5.2 %
Income from operations     2,796   0.8 %   35,303   10.2 %   38,912   10.7 %   29,593   11.0 %   54,741   15.4 %
Equity in earnings of affiliate     250   0.1 %   182   0.1 %   485   0.1 %   461   0.2 %   441   0.1 %
Other (income) expense     (50,036 ) (15.1 )%   (40,587 ) (11.7 )%   (49,052 ) (13.5 )%   (40,305 ) (14.9 )%   (28,322 ) (8.0 )%
Net income (loss)   $ (33,154 ) (10.0 )% $ (10,941 ) (3.2 )% $ (8,725 ) (2.4 )% $ (9,324 ) (3.5 )% $ 16,534   (4.7 )%

        Net Sales.     Net sales for the nine months ended September 30, 2004 were $355.5 million, an increase of 31.7% compared to net sales of $269.9 million for the nine months ended September 30, 2003. Approximately $72 million of the increase in net sales was a result of the continuing cyclical recovery in the commercial vehicle industry resulting in increases in the sales volume of both steel and aluminum wheels. We believe the increase in the sales volume of aluminum wheels was due to increased industry demand and also higher usage of aluminum versus steel wheels. The remainder of the increase in net sales was primarily a result of price increases that were necessitated by the rising costs of raw materials.

        Gross Profit.     Gross profit increased $26.0 million, or 55.0%, to $73.3 million for the nine months ended September 30, 2004 from $47.3 million for the nine months ended September 30, 2003. The increase was primarily attributable to the increase in sales volume and improved operating leverage, an impact of approximately $28 million. This increase was partially offset by the negative effects of the strengthening Canadian dollar and the portion of higher steel and aluminum costs which were only partially offset by price increases. Gross profit for the nine months ended September 30, 2004 as a percent of sales was 20.6%, compared to 17.5% for the comparable period in 2003.

        Operating Expenses.     Operating expenses increased $0.8 million, or 4.5% to $18.5 million for the nine months ended September 30, 2004 from $17.7 million for the nine months ended September 30, 2003 primarily due to an increase in research and development expense. As a percent of sales, operating expenses for the nine months ended September 30, 2004 decreased to 5.2%, compared to 6.6% for the comparable period in 2003.

        Other Income (Expense).     Other expense decreased $12.0 million to $28.3 million for the nine months ended September 30, 2004 from $40.3 million for the nine months ended September 30, 2003. Included in other expense for the nine months ended September 30, 2003 was $11.3 million associated with the refinancing of our term debt.

        Net Income (Loss).     We had net income of $16.5 million for the nine months ended September 30, 2004 compared to a net loss of $9.3 million for the nine months ended September 30, 2003. Included in the net loss of $9.3 million for the nine months ended September 30, 2003 was $11.3 million of expense associated with the refinancing of our term debt. For the nine months ended September 30, 2004, we had income tax expense of $10.3 million compared to an income tax benefit of $0.9 million for the nine months ended September 30, 2003. Our income tax benefit of 9% of pre-tax loss in 2003 was lower than the statutory rate of 35% primarily as a result of taxes in foreign jurisdictions.

50

        Net Sales.     Net sales increased by $18.8 million, or 5.4%, in 2003 to $364.3 million, compared to $345.5 million for 2002. The $18.8 million increase in net sales was primarily due to the beginning of the cyclical recovery in the commercial vehicle industry led by a $14 million increase in orders from commercial trailer and chassis OEMs, a $12 million increase in the sales volume of aluminum wheels related to improved market penetration and a $7 million increase related to the strengthening of the Canadian dollar. These increases were partially offset by a $9 million decrease resulting from the discontinuance of a certain light wheel program, a $3 million decrease due to a soft market in Mexico and a $4 million decrease resulting from continued pricing pressures.

        Gross Profit.     Gross profit increased by $3.5 million, or 5.9%, to $62.8 million for 2003 from $59.3 million for 2002. The principal causes for the improvement in our gross profit were a $14 million increase in sales volume and product mix, along with a $4 million increase from operating improvements at our facilities. Factors unfavorably impacting our gross profit during 2003 included $4.0 million related to pricing, $3 million related to the strengthening Canadian dollar and $7 million of higher costs for steel, natural gas and employee benefits.

        Operating Expenses.     Operating expenses remained relatively constant for the year ended December 31, 2003 compared to the year ended December 31, 2002.

        Equity in Earnings of Affiliates.     Equity in earnings of affiliates increased to $0.5 million for 2003 compared to $0.2 million for 2002 primarily as a result of a reversal of previously accrued taxes at AOT, Inc., a joint venture in which we owned a 50% interest.

        Other Income (Expense).     Net interest expense decreased to $38.6 million for 2003 compared to $42.0 million for 2002 due to declining interest rates. During 2003, we incurred $11.3 million of refinancing costs associated with the refinancing of our senior credit facilities. Other income for 2003 was $0.8 million compared to other income of $1.4 million in 2002. The $0.6 million decrease in other income was the result of fluctuations in foreign currency exchange rates and our 2002 interest rate instruments.

        Net Income (Loss).     We had a net loss of $8.7 million for the year ended December 31, 2003 compared to a net loss of $10.9 million for the year ended December 31, 2002. Included in the 2003 loss was $11.3 million of refinancing costs. The higher effective tax rate in 2002 was primarily attributable to an increase in our valuation allowance to reduce a deferred tax asset that we do not expect to fully utilize. The 2003 statutory benefit was impacted by fluctuations in currency and translation adjustments, which are recognized differently in foreign jurisdictions.

        Net Sales.     Net sales increased by $13.4 million, or 4.0%, in 2002 to $345.5 million, compared to $332.1 million for 2001. The $13.4 million increase in net sales was primarily due to the increased sales volume of aluminum wheels related to improved market penetration and an increase in industry commercial vehicle builds. The increase in industry commercial vehicle builds was partly driven by accelerated purchases ahead of a new emission compliance deadline in October of 2002. These increases were partially offset by the discontinuance of a certain light wheel program and weak market demand in the commercial trailer market and aftermarket.

        Gross Profit.     Gross profit increased by $25.5 million, or 75.4%, to $59.3 million for 2002 from $33.8 million for 2001. Gross profit as a percentage of sales improved to 17.2% compared to 10.2% for the year ended December 31, 2001. The principal causes for the improvement in our gross profit were increased aluminum sales volume and increased absorption of fixed costs, strong operational performance at all sites driven by improved material pricing and utilization and cost reductions related

51


to operational efficiencies. In addition, there was a non-recurring $2.7 million reserve related to the closure of our Columbia, Tennessee facility in 2001.

        Operating Expenses.     Operating expenses decreased by $7.0 million, or 22.5%, to $24.0 million for 2002 from $31.0 million for 2001. $4.2 million of the decrease related to an accounting change which took effect on January 1, 2002, which eliminated the amortization of goodwill. In addition, there was a reduction in legal accruals due to favorable resolutions of certain legal matters.

        Equity in Earnings of Affiliates.     Equity in earnings of affiliates remained relatively constant, decreasing by approximately $0.1 million to $0.2 million for 2002 from $0.3 million for 2001.

        Other Income (Expense).     Net interest expense increased to $42.0 million for 2002 compared to $40.2 million for 2001 primarily due to realized losses on a terminated interest rate swap in 2002. Other income for 2002 was $1.4 million compared to other expense of $9.8 million in 2001. The $11.2 million improvement in other income (expense), net was primarily the result of fluctuations in foreign currency exchange rates favorably impacting our foreign currency derivative instruments. In addition, we had an unrealized gain of $3.2 million on our interest rate swap in 2002 versus a $3.2 million unrealized loss on our interest rate swap in 2001.

        Net Income (Loss).     We had a net loss of $10.9 million for the year ended December 31, 2002 compared to a net loss of $33.2 million for the year ended December 31, 2001 due to higher pretax earnings as described above, partially offset by a higher effective tax rate. The higher effective tax rate was primarily attributable to an increase in our valuation allowance to reduce a deferred tax asset which we do not expect to fully utilize.

TTI Results of Operations

 
  Year ended December 31,
  Nine months ended
September 30,
 
 
  2001
  2002
  2003
  2003
  2004
 
 
   
   
   
   
   
   
  (unaudited)

 
 
  (dollars in thousands)

 
Net sales   $ 391,401   100.0 % $ 411,598   100.0 % $ 440,009   100.0 % $ 328,308   100.0 % $ 435,310   100.0 %
Gross profit     60,528   15.5 %   71,495   17.4 %   71,078   16.2 %   53,993   16.4 %   62,765   14.4 %
Selling, general and administrative expenses     43,701   11.2 %   36,673   8.9 %   38,896   8.8 %   29,289   8.9 %   30,317   7.0 %
Other operating charges (credits), net     19,573   5.0 %   —   —     (9,236 ) (2.1 )%   663   0.2 %   5,663   1.3 %
   
 
 
 
 
 
 
 
 
 
 
Operating income (loss)     (2,746 ) (0.7 )%   34,822   8.5 %   41,418   9.4 %   24,041   7.3 %   26,785   6.1 %
Interest expense     45,640   11.7 %   42,306   10.3 %   40,362   9.2 %   30,167   9.2 %   23,893   5.5 %
Other (income) expense, net     (3,209 ) (0.8 )%   (92 ) —     (8,693 ) (2.0 )%   (411 ) (0.1 )%   10,655   2.4 %
Income tax expense (benefit)     (15,151 ) (3.9 )%   (1,679 ) (0.4 )%   6,248   1.4 %   (2,099 ) (0.6 )%   (3,500 ) -0.8 %
   
 
 
 
 
 
 
 
 
 
 
Net income (loss) before cumulative effect of accounting change     (30,026 ) (7.7 )%   (5,713 ) (1.4 )%   3,501   0.8 %   (3,616 ) (1.1 )%   (4,263 ) -1.0 %
Cumulative effect of accounting change     —   —     (3,794 ) (0.9 )%   —   —     —   0.0 %   —   0.0 %
   
 
 
 
 
 
 
 
 
 
 
Net income (loss)   $ (30,026 ) (7.7 )% $ (9,507 ) (2.3 )% $ 3,501   0.8 % $ (3,616 ) (1.1 )% $ (4,263 ) -1.0 %
   
 
 
 
 
 
 
 
 
 
 

    Nine months ended September 30, 2004 compared to nine months ended September 30, 2003

        Net Sales.     Net sales for the nine months ended September 30, 2004 were $435.3 million, an increase of 32.6% compared to net sales of $328.3 million for the nine months ended September 30, 2003. TTI's net sales to the OEM market and other markets increased $93.1 million, or 39.6%, to $328.1 million for the nine months ended September 30, 2004. Approximately $11.7 million of this increase resulted from price increases and surcharges assessed to cover a portion of the increase in

52

material costs for the related production. The remaining increase in net sales was primarily a result of the continuing cyclical recovery in the North American heavy- and medium-duty truck builds which increased 22.6% to 361,376 units built during the nine months ended September 30, 2004 from 294,612 units built during the same period of 2003. TTI's net sales to the aftermarket for the nine months ended September 30, 2004 increased by $13.8 million, or 14.8%, to $107.2 million. Approximately $3.8 million of this increase resulted from price increases and surcharges assessed to cover a portion of the increase in material costs for the related production. The remaining increase in aftermarket sales resulted from a combination of factors including increased truck fleet age, increasing truck fleet utilization rates, increasing freight tonmiles and an increase in TTI's market share.

        Gross Profit.     Gross profit increased $8.8 million, or 16.2%, to $62.8 million for the nine months ended September 30, 2004, from $54.0 million for the nine months ended September 30, 2003. The favorable impact of higher sales volume, which included $15.5 million of surcharges and price increases, was partially offset by the unfavorable impact of higher raw material costs of $26.2 million, primarily scrap steel, pig iron, aluminum, processed steel and outsourcing. Had TTI's net sales prices and material costs in 2004 remained at 2003 levels, TTI's gross profit margin would have been approximately 17.8%.

        Selling, general and administrative expenses.     SG&A increased $1.0 million, or 3.5%, to $30.3 million for the nine months ended September 30, 2004, from $29.3 million for the nine months ended September 30, 2003. This increase was primarily due to expenses associated with increased sales volume and a $0.4 million increase in director and monitor fees offset by a $0.9 million reduction in performance bonus accruals. As a percentage of sales, SG&A for the nine months ended September 30, 2004 decreased to 7.0% compared to 8.9% for the nine months ended September 30, 2003.

        Other operating charges (credits), net.     Other operating charges (credits), net increased by $5.0 million to $5.7 million for the nine months ended September 30, 2004, from $0.7 million for the nine months ended September 30, 2003. In 2004, these expenses consisted of a $2.2 million non-cash impairment loss on TTI's assets held for sale at its Erie, Pennsylvania location and a $3.5 million severance charge in August 2004 for its former chief executive officer. The 2003 expense was a $0.7 million non-cash loss on the disposition of equipment at TTI's Elkhart, Indiana location.

        Interest expense.     Interest expense decreased by $6.3 million from $30.2 million to $23.9 million due primarily to reduced average borrowings, lower interest rates, the expiration of an interest rate protection agreement contract in 2003 and a reduction in the amount of amortization of deferred financing fees and debt discount.

        Other (income) expense.     Other (income) expense increased by $11.1 million to a $10.7 million expense for the nine months ended September 30, 2004, from $0.4 million of income for the nine months ended September 30, 2003. In 2004, the expense consisted of $10.7 million of debt extinguishment costs resulting from the writeoff of deferred financing costs and debt discount related to the refinancing of TTI's senior credit facility and senior subordinated notes. In 2003, the income consisted of $0.4 million of interest income.

        Income tax (benefit).     TTI's effective tax rates of 45.5% and 36.7% for the nine months ended September 30, 2004 and 2003, respectively, differ from the statutory rate of 35% primarily as a result of taxes in state jurisdictions and an additional income tax benefit of $0.4 million recorded for the nine months ended September 30, 2004 due to the reduction of tax reserves after settlement of TTI's IRS audit covering years 1997-2001.

53


    Comparison of Fiscal Years 2003 and 2002

        Net sales.     Net sales increased by $28.4 million, or 6.9%, in 2003 to $440.0 million, compared to $411.6 million in 2002. TTI's net sales to the aftermarket increased by $18.1 million, or 17.5%, to $121.9 million. TTI believes this increase resulted from a combination of factors including increasing truck fleet age, truck fleet utilization rate and freight tonmiles and increases in TTI's market share.

        The improving economy was driving the increase in freight tonmiles and fleet utilization. TTI's net sales to the OEM market in 2003 increased by $10.2 million, or 3.3%, to $318.1 million compared to a 0.1% increase in North American heavy- and medium-duty truck build. TTI believes the increase in OEM sales was due to increased market share created by demand for its products and strong customer relationships.

        Gross profit.     Gross profit decreased by $0.4 million, or 0.6%, to $71.1 million in 2003 from $71.5 million in 2002. Gross profit margins were unfavorably impacted during 2003, due primarily to higher costs for raw materials and utilities, including steel scrap and other metals, electricity and natural gas.

        Selling, general and administrative expenses.     SG&A increased by $2.2 million, or 6.0%, to $38.9 million in 2003, from $36.7 million in 2002. The increase was largely attributable to increased healthcare expense for retirees of $1.5 million due both to inflation and increased claims.

        Other operating charges (credits), net.     Other operating charges (credits), net in 2003 totaled $9.2 million and consisted of $2.6 million from asset dispositions (principally a $3.6 million gain on the sale of TTI's Emeryville, California plant) and a $6.6 million credit from the reduction in TTI's estimated environmental remediation liability. See Note 15 to TTI's audited consolidated financial statements included elsewhere in this prospectus.

        Interest expense.     Interest expense decreased by $1.9 million, or 4.5%, to $40.4 million for 2003 compared to $42.3 million for 2002, due primarily to the realization of a lower effective interest rate on TTI's old senior credit facility, resulting from the expiration of fixed interest rate swaps and lower index rates and the effect of lower average borrowings under TTI's old senior credit facility. This impact was partially offset by a $1.8 million increase in interest expense due to the effect of increased average senior subordinated borrowings.

        Other (income) expense, net.     Other (income) expense, net for 2003 of $8.7 million consisted of a $10.0 million gain on the sale of TTI's railcar interest in 2001 which had been deferred until the buyers' right to sell the interest back to TTI expired (see Note 19 to TTI's audited consolidated financial statements included elsewhere in this prospectus), a $1.8 million loss on the retirement of $40 million of TTI's existing senior subordinated notes and a $0.5 million of interest income.

        Income tax expense (benefit).     Income taxes for 2003 were $6.2 million, compared to an income tax benefit of $1.7 million in 2002. Income tax as a percentage of pre-tax income was 63.9% as compared to a federal statutory rate of 35.0%. The rate differential resulted primarily from the December 19, 2003 purchase of TTI's existing senior subordinated notes by a group of its common equity holders. This transaction was deemed a taxable transaction to TTI due to the fact that the purchasers collectively held a majority of TTI's common stock.

        Net income (loss).     TTI had net income of $3.5 million in 2003 compared to a net loss of $9.5 million in 2002. As described under "Critical Accounting Policies and Estimates—Accounting for Goodwill," TTI recorded goodwill impairment of $3.8 million, net of tax of $2.4 million, as a cumulative effect of a change in accounting principle at January 1, 2002. Before the cumulative effect recorded upon adoption of SFAS No. 142, "Accounting for Goodwill and Other Intangible Assets," TTI's net loss in 2002 was $5.7 million.

54


    Comparison of Fiscal Years 2002 and 2001

        Net sales.     Net sales increased by $20.2 million, or 5.2%, in 2002 to $411.6 million compared to $391.4 million in 2001. TTI's net sales to the aftermarket in 2002 increased by $9.1 million, or 9.6%, to $103.8 million. TTI believes this increase was due primarily to its increased market share. TTI's net sales to the OEM market and other markets in 2002 increased by $11.1 million, or 3.7%, to $307.8 million as compared to a 12.5% increase in North American heavy- and medium-duty truck build. Certain of TTI's customers lost market share to competitors where it had less standard content. As such, TTI's net sales to OEMs were unfavorably impacted. Furthermore, TTI's net sales of steerable drive axles and gearboxes in 2002 decreased by $6.8 million, primarily as a result of the loss of standard position with one of its customers.

        Gross profit.     Gross profit increased by $11.0 million, or 18.2%, to $71.5 million in 2002 from $60.5 million in 2001. Gross profit as a percentage of net sales improved to 17.4% compared to 15.5% for 2001. The principal causes for the improvement in TTI's gross profit were the reduction in fixed costs related to the closure of its Erie, Pennsylvania facility in mid-2001, improved material pricing and other cost reductions resulting in operational efficiencies.

        Selling, general and administrative expenses.     SG&A decreased by $7.0 million, or 16.0%, to $36.7 million for 2002 from $43.7 million for 2001. This decrease was primarily related to the adoption of SFAS No. 142 on January 1, 2002 that eliminated the amortization of goodwill and intangible assets with indefinite lives, which totaled $7.5 million in 2001.

        Other operating charges (credits), net.     There were no other operating charges (credits), net for 2002. Other operating charges (credits), net for 2001 consisted of a restructuring charge of $19.6 million related to the closure of TTI's Erie, Pennsylvania facility. This charge included $18.9 million of a non-cash fixed asset impairment write-off and $0.7 million of employee separation expenses.

        Interest expense.     Interest expense decreased by $3.3 million, or 7.2%, to $42.3 million for 2002 compared to $45.6 million for 2001, due primarily to the effect of lower average borrowings under TTI's old senior credit facility. This decrease was partially offset by a $1.5 million increase in interest expense due to the effect of increased average senior subordinated borrowings.

        Other (income) expense, net.     Other income, net for 2002 was $0.1 million as compared to $3.2 million in 2001, consisting of a $5.0 million gain on the sale of TTI's railcar interest in 2001, $0.6 million of interest income and $1.6 million of expenses related to the issuance of $10.0 million of TTI's common stock.

        Income tax expense (benefit).     Income tax benefit for 2002 was $1.7 million. The income tax benefit as a percentage of pre-tax loss was 23.0% as compared to a federal statutory rate of 35.0%. The rate differential resulted primarily from the write-off of a deferred tax asset related to compensation expense for stock options that were recorded for book purposes as a charge to selling, general and administrative expense in 2000 but deferred for tax purposes by the formation of a rabbi trust. In 2002, the rabbi trust was distributed and, as a result of the reduction in the value of TTI's common stock, there was no compensation expense deduction available for tax purposes, requiring the write-off. Income tax benefit for 2001 was $15.2 million. Income tax as a percentage of pre-tax loss was 33.6% as compared to a federal statutory rate of 35.0%.

        Net income (loss).     TTI had a net loss of $9.5 million in 2002 compared to a net loss of $30.0 million in 2001. As described under "—Critical Accounting Policies and Estimates—Accounting for Goodwill," TTI recorded a goodwill impairment of $3.8 million, net of tax of $2.4 million, as a cumulative effect of a change in accounting principle at January 1, 2002. Before the cumulative effect recorded upon adoption of SFAS No. 142, TTI's net loss in 2002 was $5.7 million.

55

Liquidity and Capital Resources

        Accuride's and TTI's net cash provided by operating activities during the first nine months of 2004 amounted to $16.0 million and ($11.0) million, respectively, compared to a net use of cash of $8.5 million and $5.6 million, respectively, for the comparable period in 2003. Accuride's and TTI's net cash used in investing activities totaled $16.6 million and $5.5 million, respectively, for the nine months ended September 30, 2004, compared to a net use of cash of $11.0 million and $12.1 million, respectively, for the nine months ended September 30, 2003. Accuride's capital spending during the first nine months of 2004 included $3.0 million related to installing manufacturing capacity for the production of light, full-face design wheels at its facility in London, Ontario and $4.0 million for the installation of additional machining capacity for aluminum wheels at its facility in Cuyahoga Falls, Ohio. TTI's capital spending during the first nine months of 2004 included $1.2 million invested in tooling for its new C-Series seat line.

        Accuride's net cash used in financing activities totaled $1.9 million for the nine months ended September 30, 2004 compared to net cash provided by financing activities of $14.3 million for the comparable period in 2003. During the first nine months of 2004, Accuride made a $1.0 million payment on the Term C loan under its third amended and restated credit agreement and a $0.9 million payment on the new term loan under its third amended and restated credit agreement. TTI's net financing activities for the nine months ended September 30, 2004 were a $16.3 million source of funds, consisting of $215.0 million of proceeds from TTI's senior secured term loan facilities and $6.5 million in net borrowings from its revolving credit facilities, offset by $0.6 million in payments on its senior term loan facility, $196.5 million in repayments on its senior term loans and senior subordinated notes and $8.1 million in financing costs.

        Accuride's and TTI's primary sources of liquidity are cash flows from operations and borrowings under the individual company's revolving credit facilities. Primary uses of cash for both companies are funding working capital requirements, capital expenditures and debt service.

        We expect our capital expenditures to total approximately $50 million in 2005. It is anticipated these capital expenditures will fund (1) investments in productivity and low cost manufacturing improvements in 2005 of approximately $13 million, (2) equipment and facility maintenance of approximately $25 million and (3) capacity expansion of approximately $12 million.

    Pro Forma

        Upon consummation of the Transactions, we intend to fund ongoing operations through cash generated by operations and borrowings under our new senior credit facilities.

        Our new senior credit facilities will provide for (1) a new term credit facility in an aggregate principal amount of $615 million that will mature seven years after the closing date for the new senior credit facilities and (2) a revolving credit facility in an aggregate principal amount of $125 million (comprised of a $95 million U.S. revolving credit facility and a $30 million Canadian revolving credit facility) that will mature five years after the closing date for the new senior credit facilities; however, such maturity dates shall be accelerated to August 1, 2007 if our 9 1 / 4 % senior subordinated notes due 2008 have not been refinanced by such dates. The new term credit facility requires amortization payments of 1% per year, with the balance paid on the maturity date for the term credit facility. Interest on the term credit facility and the revolving credit facilities is based on LIBOR plus an applicable margin, or, at our option, a base rate determined by reference to the prime rate of Citibank, N.A. plus an applicable margin The loans are secured by, among other things, a lien on substantially all of our U.S. and Canadian properties and assets and a pledge of 65% of the stock of our Mexican subsidiary. A negative pledge restricts the imposition of other liens or encumbrances on any of our assets, subject to certain exceptions. The final documentation of the new senior credit facilities has not yet been finalized; however, based on commitment letters received from our lenders, we believe that the terms of the new senior credit facilities will be completed as described above.

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        The new senior credit facilities will contain numerous financial and operating covenants that limit the discretion of management with respect to certain business matters. These covenants place significant restrictions on, among other things, our 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. We will also be required to meet certain financial ratios and tests, including a leverage ratio, an interest coverage ratio and a fixed charge coverage ratio. Failure to comply with the obligations contained in the credit documents could result in an event of default, and possibly the acceleration of the related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-acceleration or cross-default provisions. See "Description of Certain Indebtedness."

        Although we believe our cash on hand, availability under our new senior credit facilities and positive cash flows from operations will provide us with sufficient liquidity during the next 12 months, our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures and research and development efforts will depend on our 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.

        We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or that future borrowings will be available to us under our new senior credit facilities in an amount sufficient to enable us to pay our indebtedness or to fund our 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. We cannot assure you as to the timing of such asset sales or the proceeds which we could realize from such sales and we cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms, if at all.

    Pro Forma Contractual Obligations and Commercial Commitments

        The following table summarizes our contractual obligations and commercial commitments as of December 31, 2003 on a pro forma basis (excluding the debt refinancing) and the effect such obligations and commitments are expected to have on our liquidity and cash flow in future periods:

 
  Payments due by period
 
  Total
  Less than 1 year
  1 - 3 years
  3 - 5 years
  More than
5 years
 
  (dollars in millions)

Long-term debt   $ 829.9   $ 6.2   $ 12.3   $ 227.2   $ 584.3
Interest on long-term debt(a)     70.4     17.6     35.2     17.6      
Operating leases     33.4     6.3     9.9     5.7     11.5
Unconditional purchase obligations(b)     2.1     2.1                  
Other long-term liabilities(c)     81.1     13.0     24.8     25.9     17.4
   
 
 
 
 
  Total obligations   $ 1,016.9   $ 45.2   $ 82.2   $ 276.4   $ 613.2
(a)
Consists of interest payments for Accuride's outstanding 9 1 / 4 % senior subordinated notes due 2008 at a fixed rate of 9.25%. Excludes variable rate term loans.

(b)
The unconditional purchase commitments are principally take-or-pay obligations related to the purchase of certain materials, including natural gas, consistent with customary industry practice.

(c)
Consists primarily of post-retirement estimated future benefit payments and estimated pension contributions.

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        Off-Balance Sheet Arrangements.     Our off-balance sheet arrangements include our operating leases, letters of credit and unconditional purchase obligations, which are principally take-or-pay obligations related to the purchase of certain materials, including natural gas. Our operating leases are comprised of long-term real property and equipment leases that expire at various dates through 2015. Our total future minimum lease payments are $33.4 million. Items such as maintenance and insurance costs are not included in this amount. We had $32.5 million and $38.7 million in outstanding letters of credit as of December 31, 2003 and September 30, 2004, respectively. Our letters of credit are used primarily to secure workers' compensation liabilities.

    Net Operating Losses

        We believe this offering will result in an "ownership change" of Accuride, within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended. The TTI merger resulted in an "ownership change" of TTI. As a result, our ability to use our and TTI's pre-change net operating losses (and certain built-in losses, if any) will be subject to an annual usage limitation, which could limit our ability to utilize some of such losses to offset our post-change taxable income. This limitation may have the effect of reducing our after-tax cash flow.

Critical Accounting Policies and Estimates

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

        We continually evaluate our accounting policies and estimates we use 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 we believe to be reasonable under the facts and circumstances. Actual results could differ from management's estimates.

        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, taxes and contingencies.

        Impairment of Long-lived Assets.     We evaluate long-lived assets, including finite-lived intangibles, whenever events or changes in circumstances indicate that the carrying amount of an asset 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 its 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, 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 Indefinite-Lived Intangibles.     Since the adoption of SFAS No. 142 on January 1, 2002, we no longer amortize goodwill but instead test annually for impairment as required by SFAS No. 142. If the carrying value of goodwill or indefinite-lived intangibles exceeds its fair value, an impairment loss must be recognized. A present value technique is often the best available technique with which to estimate the fair value of a group of assets. The use of a present value technique requires the use of estimates of future cash flows. These cash flow estimates incorporate assumptions that marketplace participants would use in their estimates of fair value as well as our own assumptions. These cash flow estimates are based on reasonable and supportable assumptions and consider all available evidence. However, there is inherent uncertainty in estimates of future cash flows and

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termination values. As such, several different terminal values were used in our calculations and the likelihood of possible outcomes was considered.

        Accuride Pensions and Post-retirement Benefits.     Accuride accounts for its defined benefit pension plans in accordance with SFAS No. 87, "Employers' Accounting for Pensions," which requires that amounts recognized in financial statements be determined on an actuarial basis. As permitted by SFAS No. 87, Accuride uses a smoothed value of plan assets (which is further described below). SFAS No. 87 requires that the effects of the performance of the pension plan's assets and changes in pension liability discount rates on Accuride's computation of pension income (cost) be amortized over future periods.

        The most significant element in determining Accuride's pension income (cost) in accordance with SFAS No. 87 is the expected return on plan assets. In 2003, Accuride assumed that the expected long-term rate of return on plan assets would be 9.0% for the U.S. plans and 9.5% for the 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). Over the long term, Accuride's U.S. pension plan assets have earned approximately 9% while its Canadian plan assets have earned approximately 11%. The expected return on plan assets is reviewed annually and, if conditions should warrant, revised. If Accuride were to lower this rate, future pension cost would increase.

        At the end of each year, Accuride determines the discount rate to be used to calculate the present value of 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, Accuride looks 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, 2003, Accuride determined this rate to be 6.0%, a decrease of 50 basis points from the rate used at December 31, 2002. Changes in discount rates over the past three years have not materially affected pension income (cost), and the net effect of changes in the discount rate, as well as the net effect of other changes in actuarial assumptions and experience, have been deferred, in accordance with SFAS No. 87.

        The recent declines in the financial markets coupled with the decline in interest rates have caused Accuride's accumulated pension obligation to exceed the fair value of the related plan assets. As a result, in 2003 Accuride recorded an increase to its accrued pension liability and a non-cash charge to equity of approximately $3.8 million after-tax. This charge may be reversed in future periods if market conditions improve or interest rates rise.

        For the year ended December 31, 2003, Accuride recognized consolidated pretax pension cost of $2.5 million, up from $2.0 million in 2002. Accuride currently expects that the consolidated pension cost for 2004 will not be materially different from 2003. Accuride currently expects to contribute $5.2 million to its pension plans during 2004; however, it may elect to adjust the level of contributions based on a number of factors, including performance of pension investments, changes in interest rates, and changes in workforce compensation.

        For the year ended December 31, 2003, Accuride recognized a consolidated pre-tax post-retirement welfare benefit cost of $2.2 million, up from $1.8 million in 2002. Accuride currently expects that the consolidated post-retirement welfare benefit cost for 2004 will be approximately $2.3 million. Accuride expects to pay $0.7 million during 2004 in post-retirement welfare benefits.

        TTI Pensions and Post-retirement Benefits.     TTI provides pension and retiree welfare benefits to certain salaried and hourly employees upon their retirement. The most significant assumptions in determining its net periodic benefit costs are the expected return on pension plan assets and the healthcare cost trend rate for its post-retirement welfare obligations.

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        In 2003, TTI assumed that the expected long-term rate of return on pension plan assets would be 9.0%. As permitted under paragraph 30 of SFAS No. 87, 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 its net periodic benefit 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 net periodic benefit cost. The expected return on plan assets is reviewed annually and, if conditions should warrant, would be revised. A change of one percentage point in the expected long-term rate of return on plan assets would have the following effect:

 
  1%
Increase
  1%
Decrease
 
  (dollars in thousands)

Effect on net periodic benefit cost   $ (495 ) $ 489

        For TTI's post-retirement welfare plans, TTI assumed a 10.0% annual rate of increase in healthcare costs for 2004, with the rate of increase declining gradually to an ultimate rate of 5.0% by the year 2008 and remaining at that level thereafter. The healthcare cost trend is reviewed annually and, if conditions should warrant, revised. A change of one percentage point in the expected healthcare trend would have the following effect:

 
  1%
Increase
  1%
Decrease
 
 
  (dollars in thousands)

 
Effect on total of service and interest cost   $ 391   $ (352 )
Effect on post-retirement benefit obligation     3,938     (3,544 )

        At the end of each year, TTI determines the discount rate to be used to calculate the present value of its pension and post-retirement welfare plan liabilities. The discount rate is an estimate of the current interest rate at which its pension liabilities could be effectively settled at the end of the year. In estimating this rate, TTI looks 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, 2003, TTI determined this rate to be 6.25%, a decrease of 0.5% from the 6.75% rate used at December 31, 2002.

        For the years ended December 31, 2003 and 2002, TTI recognized consolidated pre-tax pension cost of $0.6 million. TTI currently expects that the consolidated pension cost for 2004 will be approximately $1.1 million. TTI currently expects to contribute $4.8 million to its pension plans during 2004; however, it may elect to adjust the level of contributions based on a number of factors, including performance of pension investments, changes in interest rates and changes in workforce compensation.

        For the year ended December 31, 2003, TTI recognized a consolidated pre-tax post-retirement welfare benefit cost of $3.5 million, up from $2.0 million in 2002. TTI currently expects that the consolidated post-retirement welfare benefit cost for 2004 will be approximately $3.8 million. TTI expects to pay $3.1 million during 2004 in post-retirement welfare benefits.

        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.

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        At December 31, 2003, we had pro forma net deferred tax liabilities of $4.4 million. Although realization of our net deferred tax assets is not certain, management has concluded that we will more likely than not realize the full benefit of the deferred tax assets.

        Contingencies.     We are subject to the possibility of various loss contingencies arising in the ordinary course of business resulting from a variety of environmental and pollution control laws and regulations. We consider the likelihood of loss or the incurrence of a liability, as well as our ability to reasonably estimate the amounts of loss, in the determination of loss contingencies. We accrue an estimated loss contingency when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. We regularly evaluate current information available to us, resulting from our ongoing monitoring activities and progress with the related regulatory agencies, to determine whether the accruals should be adjusted. If the amount of the actual loss is greater than the amount we have accrued, this would have an adverse impact on our operating results in that period.

Pro Forma Quantitative and Qualitative Disclosures 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. Forward foreign exchange contracts, designated as hedging instruments under SFAS No. 133, are used to offset the impact of the variability in exchange rates on our operations, cash flows, assets and liabilities. At September 30, 2004, we had open foreign exchange forward contracts of $19.0 million. We believe the use of foreign currency financial instruments reduces the risks that arise from doing business in international markets.

        However, our 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 counterparties to the foreign exchange contracts are financial institutions with investment grade credit ratings. The use of option contracts protects our cash flows against unfavorable movements in exchange rates, to the extent of the amount under contract.

        A 10% adverse change in currency exchange rates for the foreign currency forward contracts held at September 30, 2004 would have a negative impact of approximately $1.9 million on the fair value of such instruments. This quantification of exposure to the market risk associated with foreign exchange financial instruments does not take into account the offsetting impact of changes in the fair value of our foreign denominated assets, liabilities and firm commitments.

    Raw Material/Commodity Price Risk

        We rely upon the supply of certain raw materials and commodities in our production processes and have entered into long-term supply contracts for our steel and aluminum requirements. The exposures associated with these commitments are primarily managed through the terms of the sales, supply and procurement contracts. From time to time, we use commodity price swaps and futures contracts to manage the variability in certain commodity prices. Commodity price swap and futures contracts are used to offset the impact of the variability in certain commodity prices on our operations and cash flows. At September 30, 2004, we had no open commodity price swaps and futures contracts.

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    Interest Rate Risk

        We use long-term debt as a primary source of capital in our business. 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 on a pro forma basis at September 30, 2004:

 
  2005
  2006
  2007
  2008
  Thereafter
  Total
  Fair Value
 
  (dollars in thousands)

Long-term Debt:                                          
  Fixed   $ —   $ —   $ —   $ 189,900   $ —   $ 189,900   $ 193,698
  Avg. Rate                       9.25 %         9.25 %    
  Variable   $ 6,150   $ 6,150   $ 6,150   $ 6,150   $ 618,500   $ 643,100   $ 643,100
  Avg. Rate     4.52 %   4.52 %   4.52 %   4.52 %   4.52 %   4.52 %    

New Accounting Pronouncements

        FAS 106-2.     In December 2003, the President of the United States signed the Medicare Prescription Drug, Improvement and Modernization Act into law. The Act introduces a prescription drug benefit under Medicare (Medicare Part D) as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. Financial Accounting Standards Board, or FASB, Statement No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," requires presently enacted changes in relevant laws to be considered in current period measurements of postretirement benefit costs and the accumulated postretirement benefit obligation. In May 2004, the FASB issued Staff Position No. 106-2, or FAS 106-2, "Accounting and Disclosure Requirements related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003," which provides authoritative guidance on accounting for the effects of the new Medicare prescription drug legislation. FAS 106-2 was effective for the first interim period beginning after June 15, 2004. This law and pronouncement did not have a material impact on our financial position or results of operations.

        FIN 46R.     In December 2003, the FASB issued a revision to Interpretation 46, or FIN 46R, to clarify some of the provisions of FASB Interpretation No. 46, or FIN 46, "Consolidation of Variable Interest Entities." The term "variable interest" is defined in FIN 46 as "contractual, ownership or other pecuniary interest in an entity that change with changes in the entity's net asset value." Variable interests are investments or other interests that will absorb a portion of an entity's expected losses if they occur or receive portions of the entity's expected residual returns if they occur. The application of FIN 46R did not have an impact on our financial position or results of operations.

        SFAS No. 132 (Revised 2003).     In December 2003, the FASB issued SFAS No. 132 (Revised 2003), "Employers' Disclosures about Pensions and Other Postretirement Benefits-an amendment of FASB Statements No. 87, 88, and 106." This statement revises employers' disclosures about pension plans and other postretirement benefit plans. It requires additional disclosures to those in the original SFAS No. 132 about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. SFAS No. 132 (Revised 2003) was effective for financial statements with fiscal years ending after December 15, 2003. We adopted this statement as of December 31, 2003 and revised our annual and interim disclosures for the periods ended December 31, 2003 and September 30, 2004 accordingly.

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INDUSTRY

        We compete in the North American commercial vehicle components industry and primarily serve the heavy-duty, or Class 8, truck market, the medium-duty, or Class 5-7, truck market, the commercial trailer market, the light, or Class 3-4, truck market, the bus market, as well as the specialty and military vehicle markets. We sell our products primarily to truck and commercial trailer OEMs and the related aftermarket (24% of 2003 pro forma net sales), with the remainder of sales made to customers in industrial markets. Our pro forma net sales to heavy- and medium-duty OEMs, commercial trailer OEMs, light truck OEMs and other industrial markets as a percentage of total pro forma sales were 48%, 9%, 9% and 10%, respectively, in 2003. Foreign competition is relatively limited in the markets in which we compete due to factors including high shipping costs, customer concerns about quality given the safety aspects of many of our products, the need to be responsive to order changes on short notice and the small labor component to most products. The following is an overview of the commercial vehicle components industry and each of the markets that we serve. Whenever we refer to the commercial vehicle components industry, we mean the North American commercial vehicle components industries and markets.

Commercial Vehicle Components Industry

        The commercial vehicle components industry is comprised of heavy- and medium-duty truck and commercial trailer components suppliers. The commercial vehicle components industry is highly fragmented and comprised of several large companies and many smaller companies. In addition, the commercial vehicle components industry is characterized by considerable barriers to entry, including the following: (1) significant capital investment requirements, (2) stringent OEM technical and manufacturing requirements, (3) high switching costs to shift production to new suppliers, (4) just-in-time delivery requirements to meet OEM volume demand and (5) strong name-brand recognition.

        The relationship between supplier and OEM generally tends to be close, cooperative and long-term in nature, requiring a substantial investment of time and resources by both parties. In contrast to the automotive industry, commercial vehicle end customers generally have the ability to specify components used in the original production of commercial vehicles, increasing the importance of brand recognition. Frequently, higher quality components are designated as "standard" equipment on an OEM's product line, further solidifying the relationship. Once a product is chosen as standard equipment for a line of trucks, any truck ordered in that line will come with that standard component unless the end user specifically requests a different product, which generally results in the payment of an additional charge by the end user to the OEM. As a result, the selection of a product as standard equipment for a line of trucks will generally create a steady demand for that product, both in the OEM market and in the aftermarket, since end users are more likely to use the standard component for replacement.

Commercial Truck Market Overview

        Commercial trucks are segmented into four major classes numbered 5 through 8. Heavy-duty trucks, or the Class 8 category, are used for the large majority of all truck tonmiles (the number of miles driven multiplied by the number of tons transported). While the majority of these tonmiles are long haul, Class 8 trucks also fill a niche as a regional delivery alternative. Medium-duty trucks,

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segmented into classes 5, 6 and 7, include buses and smaller transport vehicles, and are primarily used for regional package delivery, utility or construction.

 
  Class 5
  Class 6
  Class 7
  Class 8
Weight (lbs.)   16,001 - 19,500   19,501 - 26,000   26,001 - 33,000   over 33,000
Example   Delivery Trucks   Beverage Trucks   Garbage Trucks   Tractor-Trailers
Units   38,526   67,897   88,503   176,774

Note: Units represent 2003 production levels as reported in ACT Research (December 2004).

    Heavy-Duty Truck Market

        The global heavy-duty truck manufacturing market is concentrated in three primary regions: North America, Asia-Pacific and Europe. The global heavy-duty truck market is localized in nature due to the following factors: (1) the prohibitive costs of shipping components from one region to another, (2) the high degree of customization of heavy-duty trucks to meet the region-specific demands of end users, (3) the localized nature of regulation of the truck and truck components industries and (4) the ability to meet just-in-time delivery requirements.

        According to ACT, four companies represented approximately 99% of North American heavy-duty truck production in 2003. The percentages of heavy-duty production represented by Freightliner, PACCAR, Volvo/ Mack and International were 39%, 25%, 19% and 16%, respectively.

        According to ACT, North American heavy-duty truck production is expected to increase significantly from 2003 to 2008. The following chart illustrates historical North American heavy-duty truck production as well as forecasts from ACT:

North American Heavy-Duty Truck Production
(number of trucks in thousands)

         LOGO

"E"—Estimated

Source: ACT Research (February and December 2004).

    Historical and Projected Heavy-Duty Truck Results

        The North American heavy-duty truck industry experienced substantial growth during the 1990s, reaching a peak in 1999 with 332,587 production units. From mid-2000 through 2001, the industry experienced a significant cyclical decline caused by a number of events:

            (1)   the recessionary economic environment;

            (2)   the large number of new trucks introduced into the truck fleet from 1998 to early 2000, due in part to specific marketing programs such as buyback guarantees offered by the major truck manufacturers; and

            (3)   the large number of quality used trucks available at relatively low prices.

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        These factors resulted in 2001 unit production declining approximately 56% from peak unit production in 1999.

        Following the substantial decline from 1999 to 2001, truck unit production increased modestly to 181,199 units in 2002 from 145,978 units produced in 2001, due primarily to the pre-buying of trucks that occurred prior to the October 2002 mandate for more stringent engine emissions requirements. Subsequent to the pre-buying, truck production continued to remain at historically low levels due to the continuing economic recession and the reluctance of many trucking companies to invest in the more expensive and newly compliant equipment.

        North American heavy-duty truck production of 176,774 units in 2003 remained substantially similar to 2002 production. During the first half of 2003, the economy remained in its recessionary mode as the United States commenced war in Iraq. New truck purchases remained subdued, and the age of the average truck on the road continued to increase. In mid-2003, evidence of renewed growth emerged and truck tonmiles began to increase. Accompanying the increase in truck tonmiles, new truck sales also began to increase. In the second half of 2003, new truck dealer inventories declined and, consequently, OEM truck order backlogs began to increase. According to ACT, monthly truck order rates began increasing significantly in December 2003 and have continued to do so since. As a result, all of the major OEMs have increased their truck build rates to meet the increased demand.

        The North American heavy-duty truck market continued to rebound in 2004. According to ACT, North American heavy-duty truck production is expected to increase from 176,774 units in 2003 to 350,914 units in 2008, at a compound annual growth rate of 14.7%. Evidence of the initiation of this trend can be seen in North American heavy-duty truck orders in 2004. Monthly truck order rates began increasing significantly in December 2003 and continued at a strong pace through November 2004. North American year-to-date heavy-duty net truck orders increased 98.0% from November 2003 to November 2004. In spite of the increased production in 2003, the backlog for heavy-duty trucks has continued to increase and stood at 171,900 at the end of November 2004, up from 54,453 at the end of November 2003.

        According to ACT, heavy-duty truck unit production is expected to continue increasing in 2005 and 2006, with projected unit production of 295,358 units and 314,161 units, respectively. We believe that this projected increase is due to several factors, including (1) improvement in the general economy in North America, which is expected to lead to growth in the industrial sector, (2) corresponding growth in the movement of goods, which is expected to lead to demand for new trucks, and (3) the growing need to replace aging truck fleets.

        ACT forecasts that production in 2007 will be 283,384 units, a decline of approximately 9.8% from 2006 levels, due to new environmental standards that are expected to be introduced by the U.S. Environmental Protection Agency, or the EPA, in 2007. This decline would be similar in nature to what occurred after October 2002 following the introduction of new EPA emission standards. ACT projects that 2008 production will reach 350,914 units, an increase of approximately 23.8% from 2007 levels. We believe that this increase in volume is consistent with a sustained improvement in economic conditions and ACT's projected growth in heavy-duty tonmiles.

    Medium-Duty Truck Market

        Medium duty trucks, which include buses and specialty vehicles, are smaller, less expensive vehicles that are generally used for short haul and more commodity like hauling, which fluctuate less with changes in the economy. The medium-duty market, which tends to be less cyclical than the heavy-duty

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market, has experienced strong growth this year and is expected to continue to grow from 2003 through 2008 as shown in the following chart:

North American Medium-Duty Truck Production
(number of trucks in thousands)

         LOGO

"E"—Estimated

Source: ACT Research (February and December 2004).

        North American medium-duty net truck orders year-to-date through November were 228,584 orders, up 21.6% from year-to-date November 2003. Backlog for medium-duty trucks stood at 74,025 at the end of November 2004, up from 50,645 at the end of November 2003.

Commercial Trailer Market Overview

        The commercial trailer market includes dry vans, dump and tanker trailers used to haul a wide variety of freight from commodities to finished goods. Historically, general economic and business conditions have significantly impacted demand for commercial trailers and have highly correlated with the production of heavy-duty trucks. In addition, during the past few years demand for commercial trailers has been positively affected by the widespread implementation of just-in-time delivery requirements and lean manufacturing principles as companies use commercial trailers as portable warehouses. According to ACT, an estimated 183,162 and 234,073 trailers were sold in the U.S. commercial trailer market in 2003 and 2004, respectively. ACT projects that the commercial trailer market will continue to grow, reaching 346,009 units in 2008, a 10.3% compound annual growth rate from 2004.

Various Industrial Markets

        We also service a number of other markets, including light truck, industrial, construction, agriculture and lawn and garden. With the exception of the agriculture market, these markets are tied to general economic conditions. The agriculture market is tied to environmental and other factors which impact agricultural production.

Industry Drivers

    Economic Conditions

        The North American commercial vehicle industry is directly influenced by overall economic growth and consumer spending. Since commercial vehicle OEMs supply the fleet lines of North America, their production levels generally match the demand for freight. The freight carried by these commercial vehicles includes consumer goods, machinery, food and beverages, construction equipment and supplies, electronic equipment and a wide variety of other materials. Since most of these items are driven by macroeconomic conditions, the truck industry tends to follow trends of gross domestic product, or GDP. Generally, given the dependence of North American shippers on trucking as a freight alternative, general economic conditions have been a primary indicator of future truck builds.

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    Truck Freight Growth

        Freight growth, which is driven both by economic expansion and a shift in share from other modes of transportation, such as rail and pipeline, leads to an increased need for commercial vehicles. According to the American Trucking Association, or ATA, truck freight has increased market share at the expense of both rail and water freight, increasing from 63.3% of the overall market in 1998 to 68.9% in 2003. We believe that this trend will continue due to the flexibility and on-time delivery record of trucking versus other modes of transporting goods. Growth in freight tends to correlate closely with the number of heavy-duty tonmiles, which is depicted in the following chart:

North American Tonmiles—Heavy-Duty Trucks
(number of tonmiles in billions)

         LOGO

"E"—Estimated

Source: ACT Research (February and December 2004).

        National suppliers and distribution centers, burdened by the pricing pressure of large manufacturing and retail customers, have continued to reduce on-site inventory levels. This reduction requires freight handlers to provide "to-the-hour" delivery options in order to maintain operating efficiency. As a result, heavy-duty trucks have replaced manufacturing warehouses as the preferred temporary storage facility for inventory. Since trucks are typically viewed as the most reliable and flexible shipping alternative, truck tonmiles, as well as truck platform improvements, should continue to increase in order to meet the increasing need for flexibility under the just-in-time delivery requirements.

    Truck Replacement Cycle and Fleet Aging

        In 2002, the average age of heavy-duty trucks passed the 10-year average of 5.5 years. In 2003, the average age increased further to 5.9 years. The average fleet age tends to run in cycles as freight companies permit their truck fleets to age during periods of lagging demand and then replenish those fleets during periods of increasing demand. Most leading national freight companies replace their vehicles every three to five years. Additionally, as truck fleets age, their maintenance costs increase. Freight companies must therefore continually evaluate the economics between repair and replacement. Other factors such as inventory management and the growth in less-than-truckload, or LTL, freight

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shipping also tend to increase fleet mileage and, as a result, the truck replacement cycle. The chart below illustrates the average age of active U.S. heavy-duty trucks:

Average Age of Active U.S. Heavy-Duty Trucks
(number of years)

         LOGO

Source: ACT Research (2004).

    Suppliers' Relationships with OEMs

        Suppliers' relationships with OEMs are long-term, close and cooperative in nature. OEMs must expend both time and resources to work with suppliers to form an efficient and trusted operating relationship. Following this investment, and in some cases the designation of a supplier's component as standard equipment, OEMs are typically hesitant to change suppliers given the potential for disruptions in production.

    Growth in the Aftermarket for Components

        The vehicle components aftermarket is characterized by steady sales and higher margins than in the primary market. Demand in this sector of the industry is primarily driven by the age and number of trucks in service and the number of miles driven by those commercial vehicles. We believe that the growth and stability of the aftermarket correlates with the number of tonmiles driven in the overall trucking industry, as illustrated above. The aftermarket is a growing market as the overall size of the North American fleet of heavy-duty trucks has continued to increase and is attractive because of the recurring nature of the sales. The higher margins in the aftermarket result from suppliers' ability to leverage an already established fixed cost base and exert moderate pricing power. The recurring nature of aftermarket revenue provides some insulation to the overall cyclical nature of the industry, as it tends to provide a more stable stream of earnings.

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BUSINESS

The Company

        We are one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America. Our products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other commercial vehicle components. We market our products under some of the most recognized brand names in the industry, including Accuride, Gunite, Imperial, Bostrom, Fabco and Brillion. We believe that we have the number one or number two market position in the majority of our major product categories. We serve the leading original equipment manufacturers, or OEMs, and their related aftermarket channels in most major segments of the commercial vehicle market, including heavy- and medium-duty trucks, commercial trailers, light trucks, buses, as well as specialty and military vehicles. For the year ended December 31, 2003 and the nine months ended September 30, 2004, we generated pro forma net sales of $804.3 million and $790.8 million, respectively.

        Our primary product lines are standard equipment used by virtually all North American heavy- and medium-duty truck OEMs, creating a significant barrier to entry. We believe that substantially all heavy-duty truck models manufactured in North America contain one or more Accuride components. For commercial vehicle steel wheels, aluminum wheels and brake drums, we had estimated fiscal 2003 market share of approximately 87%, 48%, and 55%, respectively. We believe that we have number one or number two market positions in spoke wheels, metal grills, metal bumpers, crown assemblies, seating assemblies and fuel tanks in commercial vehicles. For the year ended December 31, 2003, we sold approximately 56% of our products to heavy- and medium-duty truck and commercial trailer OEMs and approximately 24% 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. Over the last two fiscal years, our pro forma aftermarket sales have grown at an annualized rate of 5.9% while also growing as a percentage of overall sales. We believe that continued growth in the aftermarket represents an attractive diversification to our original equipment business due to its relative stability and higher margins.

        Our diversified customer base includes substantially all of the leading commercial vehicle OEMs, such as Freightliner Corporation, with its Freightliner, Sterling and Western Star brand trucks, PACCAR, Inc., with its Peterbilt and Kenworth brand trucks, International Truck and Engine Corporation, with its International brand trucks, and Volvo Truck Corporation, or 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 and Wabash National, Inc. Major light truck customers include Ford Motor Company and General Motors Corporation. Our product portfolio is supported by strong sales, marketing and design engineering capabilities and is manufactured in 17 strategically located, technologically-advanced facilities across the United States, Mexico and Canada.

Product Overview

        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 45.3% of 2003 pro forma 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/medium wheel industry and are the only North American manufacturer and supplier of both steel and forged aluminum heavy/medium wheels. We also produce wheels for buses, commercial light

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trucks, pick-up trucks, sport utility vehicles and vans. We market our wheels under the Accuride brand. A description of each of our major products is summarized below.

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    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 at a number of North American trailer OEMs.

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    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 3.5 times more expensive than steel wheels.

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    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 Ford, General Motors and DaimlerChrysler Corporation. We are focused on larger diameter wheels designed for select truck platforms used for carrying heavier loads.

    Wheel-End Components and Assemblies (approximately 24.7% of 2003 pro forma 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:

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    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.

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    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,

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      which enhance vehicle safety. These hubs have been mandated for all new trucks with air brakes since March 1997 and all new commercial trailers with air brakes since March 1998.

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    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.

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    Disc Brake Rotors.   We have become one of the leaders in the development of 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 were the first manufacturer to introduce ventilated disc brake rotors that significantly improved heat dissipation as required for applications on Class 7 and 8 vehicles. We offer one of the most complete lines of heavy-duty and medium-duty disc brake rotors in the industry.

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    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, 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. Automatic slack adjusters were mandated for all new trucks in the United States beginning in 1994 and in Mexico since January 1, 2004.

    Truck Body and Chassis Parts (approximately 11.0% of 2003 pro forma net sales)

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

        We specialize in the fabrication of components requiring a significant amount of tooling or customization. Due to the intricate nature of these parts, 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:

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    Bumpers.   We manufacture a wide variety of steel and aluminum bumpers, as well as polish and chrome these products with pre-plate and decorative polishing to meet specific OEM 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.

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    Bus Components and Chassis Assembly.   We manufacture stainless steel chassis frames, body parts and fuel tanks for buses. We have developed a particular competency in the manufacture and assembly of low-floor bus chassis.

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    •
    Battery Boxes and Toolboxes.   We manufacture, as well as polish, steel and aluminum battery and toolboxes for our heavy-duty truck OEM customers.

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    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.

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

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    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.

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

    Seating Assemblies (approximately 5.4% of 2003 pro forma 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 buses. All major 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.

        We have invested significantly to maintain our position as one of the leaders in the development of innovative seating assemblies. Our new "C-Series" product line began production in the third quarter of 2004. This next-generation seat features many new benefits, including modular assembly, seat pan extension and a wider, more stable suspension. In 1999, we introduced a new "Wide Ride" seat concept in response to customer demand for a wider, more comfortable product, and in 2001 we introduced the "Liberty Series" focused on the aftermarket.

        Our current line of seats is the "T-Series," which offers a number of different styles based on back height, weight, number of armrests, color, ability to adjust height and tilt and suspension system. In addition to the T-Series, we have also developed a mechanical seat under the Viking name, designed for construction equipment and rugged applications, as well as a seat designed for short runs on quick deliveries under the Baja name.

    Other Components (approximately 13.6% of 2003 pro forma net sales)

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

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    Military wheels.   We recently began producing steel wheels for military applications under the Accuride brand name. In addition, we are developing aluminum wheels for future applications to reduce vehicle weight.

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    Steerable Drive Axles and Gear Boxes.   We are a leading supplier of steerable drive axles, gearboxes and related parts for heavy- and medium-duty on/off highway trucks and utility

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      vehicles under the Fabco and Sisu brand names. Our axles and gearboxes are utilized by most major North American heavy- and medium-duty truck manufacturers and modification centers. We also supply replacement parts for all of our products to OEMs and, in some cases, directly to end users. Our quick turnaround of parts minimizes the need for our customers to maintain their own parts inventory.

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    Transmission and Engine-Related Components.   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.

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    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.

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    Non-Powered Farm Equipment.   We also design, manufacture and market a leading line of farm equipment and lawn and garden products for the "behind-the-tractor" market, including pulverizers, seeders, mulchers, deep tillers, grass feeders and cultivators under the Brillion brand name.

Competitive Strengths

        We believe that the following competitive strengths contribute to our strong market positions and will enable us to continue to improve our profitability and cash flows:

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    Leading Market Positions.   We are among North America's largest companies serving the heavy-duty and medium-duty OEMs and related aftermarkets, supplying a broad range of commercial vehicle components. We have leading market positions in heavy-duty steel wheels, in which we believe we have approximately an 87% market share (an increase from approximately a 77% market share in 1998), and in heavy-duty aluminum wheels, in which we believe we have approximately a 48% market share (an increase from approximately a 24% market share in 1998). The TTI merger expands our range of products and further solidifies our strong customer base by combining both companies' long-standing relationships with important OEMs. The TTI merger gives us market leadership positions across a broader spectrum of truck components, including approximately a 55% market share in brake drums and approximately a 37% market share in disc wheel hubs. We expect to benefit from the combined businesses' broad product portfolio, established brand names and dedicated sales force, all of which we believe will help us to 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. Based on internal market data, we believe

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      that we have a number one or number two market position with respect to the following products:

Market Position in Key Products

Product Line
  Brand
  Rank
Steel Wheels   Accuride   #1
Brake Drums   Gunite   #1
Disc Wheel Hubs   Gunite   #1
Spoke Wheels   Gunite   #1
Metal Grill and Crown Assemblies   Imperial   #1
Chrome Plating and Polishing   Imperial   #1
Forged Aluminum Wheels   Accuride   #2
Metal Bumpers   Imperial   #2
Fuel Tanks   Imperial   #2
Seating Assemblies   Bostrom   #2
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    Significant and Increasing Profitability through Operational Excellence.   Over the past three years, we have significantly reduced our overall cost structure by rationalizing facilities, investing in increased automation and developing proprietary manufacturing processes. Additionally, our management team has aggressively implemented a management system and organization-wide culture focused on continuous operational improvement. This system tracks operating metrics on a weekly and monthly basis and performance is tied to employees' annual compensation. This ongoing program is designed to improve productivity, increase both quality and customer satisfaction and lower our cost base. These cost reduction efforts, in addition to the overall improvement in volume, have resulted in higher margins and profitability. We expect continued margin improvement as the benefits of improving market demand and a lower fixed cost base are more fully realized. Furthermore, the combination of Accuride and TTI provides the opportunity to create meaningful synergies in terms of rationalizing existing costs. We believe that combining the businesses will allow us to eliminate redundant corporate overhead expenses and reduce other costs through the consolidation of purchasing, research and development, information technology and sales and distribution.

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    Diversified Business.   We believe that our product portfolio is one of the broadest in the North American commercial vehicle parts industry and provides us with a competitive advantage because it allows us to meet more of our customers' demands as they increasingly outsource production and seek to streamline their supplier base. Our diversification also enables us to capitalize on the growth in our different end markets and enhances our recognition and

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      reputation with our customer base. The following table describes our approximate 2003 pro forma net sales by product, end market and customer:

2003 Pro Forma Net Sales Breakdown

By Product
By End Market
By Customer

 
 
 
GRAPHIC GRAPHIC GRAPHIC

Source: Management estimates.

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    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 Freightliner, PACCAR and International with additional field personnel positioned throughout North America to service other OEMs, independent distributors and trucking fleets. In addition, our research and development department works closely with customer engineering groups on technology development teams that develop new proprietary products and improve existing products and manufacturing processes. Our strong customer relationships are reflected in the fact that for over ten years our products have been standard equipment at virtually all North American heavy- and medium-duty truck OEMs. Accuride and TTI manufacture and sell products that target the same end customers and in some cases are sold to the same buying representatives at the commercial vehicle OEMs that we serve. Combining TTI's product lines with Accuride's allows our customers to acquire a greater number of critical components from a single source.

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    Significant and Growing Aftermarket Presence.   The aftermarket represents a stable, recurring and higher margin portion of our business. Over the last two fiscal years, our pro forma aftermarket sales have grown at an annualized rate of 5.9%. We believe that our increased penetration is a direct result of our focus on the aftermarket. Furthermore, we believe that the TTI merger will widen our sales channels, particularly in the aftermarket where TTI has a strong presence that will provide us with a broader distribution network to reach more customers.

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    Significant Barriers to Entry.   Our businesses have considerable barriers to entry, including the following: (1) significant capital investment and research and development requirements, (2) stringent OEM technical and manufacturing requirements, (3) high switching costs for OEMs to shift production to new suppliers, (4) just-in-time delivery requirements to meet OEM volume demand and (5) strong name-brand recognition. Competition from non-U.S. manufacturers is relatively limited in the markets in which we compete due to factors including high shipping costs, customer concerns about quality 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 to most products.

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    State-of-the-Art Manufacturing Facilities.   Since 1999, we have invested over $200 million to expand, improve and optimize our facilities, including the wide use of robotics and increased

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      automation. These investments have significantly lowered overall labor costs. Our state-of-the-art 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. Our facilities are strategically located within relative proximity of many of our customers, facilitating more effective and efficient customer service and lowering customer freight charges.

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    Proven Management Team.   With an average of over 25 years of experience in heavy manufacturing and the commercial vehicle market, our management team is highly experienced and well respected in the industry. The expertise and strength of our management team has resulted in tangible successes in increasing market share and margins, rationalizing costs, managing working capital and developing our strong market presence and reputation as an industry leader. Most recently, our management team successfully led us through an industry downturn and implemented significant operational improvements.

Strategy

        We believe that our strong competitive position, in combination with the cost reduction initiatives that we have implemented since 1999, will enable us to benefit significantly from the anticipated growth in the North American heavy-duty truck market through increased sales and profitability. Specifically, key investments in our operations and increased capacity in addition to reduced headcount, improvement in manufacturing efficiencies and consolidation of manufacturing facilities have strengthened our competitive position. Accordingly, we believe that as truck build rates increase, we are well positioned to generate profits and margins that will compare favorably to those achieved at similar build rates during the last industry growth period. We are committed to enhancing our sales, profitability and cash flows through the following strategies:

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    Focus on Operational Excellence and Efficiency.   We believe that we have a highly competitive cost structure compared with our competitors. Over the past several years, we have reduced our fixed costs and increased our operating efficiencies, resulting in a low fixed-cost structure. We have streamlined operations through reduced headcount, the addition of more efficient manufacturing capabilities and the consolidation and integration of some of our manufacturing plants. As a result, we have maintained our gross profit margin over the past three years despite an industry wide 30% reduction in heavy-duty truck builds from 252,006 units in 2000 to 176,774 units in 2003. Improvements in efficiencies have increased our manufacturing capacity, positioning us more favorably than in the past to meet the projected growth in North American demand for trucks. In 2004, we experienced an increase in raw material costs. To reduce our exposure to future cost increases, we have implemented a combination of price increases and surcharges.

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    Enhance Market Position through Organic Growth and Revenue Synergies.   We have a multi-pronged growth strategy that includes initiatives to continue to increase market share, add new products and increase customer penetration. In addition, as a result of the TTI merger and our increased product offering, we believe that there is an opportunity to cross-sell the products offered under each of our brand names and increase our market position in complementary heavy- and medium-duty truck components. Examples include increasing our aftermarket sales through the use of TTI's large and established distribution network, leveraging Accuride's long-standing truck and commercial trailer fleet relationships for TTI's products, expanding opportunities in the military market for TTI products, combining and enhancing product development functions and using Accuride's Monterrey, Mexico facility to establish our Imperial brand name in Mexico.

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    Realize Cost Synergies from TTI Merger.   The combination of Accuride and TTI provides the opportunity to create substantial synergies in terms of rationalizing existing costs, eliminating redundant corporate overhead expenses and reducing other costs through the consolidation of purchasing, research and development, information technology and sales and distribution functions. We intend to build on the success of our past cost improvement initiatives to further improve margins.

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    Increase Products under Standard Supplier Arrangements.   We provide standard content to a majority of truck platforms at each of PACCAR, Freightliner, International and Volvo/Mack. We continue to focus on these relationships in order to become the standard supplier for additional truck platforms. We believe that we have significant 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 sole-source supplier. We also expect that an increase in our standard supplier positions will contribute to the continued growth of our aftermarket business.

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    Build Upon Our Market Leading Product Portfolio.   As a result of the TTI merger, we believe that we have a market-leading portfolio of products targeting the commercial vehicle market. We intend to continue strengthening and expanding our product portfolio to further solidify our position as a leading supplier of commercial vehicle components. We expect to develop the portfolio through both internal product development efforts and through select acquisitions of strategic products. We have a market-driven approach to product development, leveraging our close relationships with commercial vehicle OEMs to quickly assess and react to market demand. We believe that we have a strong track record of initiating product improvements and designing customer-oriented solutions. Additionally, while our near-term focus will be on the successful integration of TTI, we will also continue to identify and pursue, where strategically and financially prudent, select acquisitions that complement our existing portfolio.

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    Expand Truck Aftermarket Penetration.   Our success in growing our aftermarket business has led to a large installed base for our products and increased use of our replacement parts. Over the last two fiscal years, our pro forma aftermarket sales have grown at an annualized rate of 5.9%. We intend to continue our focus on increasing penetration in the aftermarket. We believe that our aftermarket opportunities will be somewhat insulated from any fluctuation in new truck production due to the record number of trucks produced in the past decade and our leading OEM market share positions.

Customers

        We market our components to more than 1,000 customers, including most 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 PACCAR, Freightliner, International and Volvo/ Mack, which combined accounted for 52.1% of our pro forma net sales in 2003. 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 innovation.

Sales and Marketing

        We have an integrated, corporate-wide sales and marketing group. We have dedicated salespeople 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

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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 sales and marketing personnel who, together with sales engineers, have in-depth product knowledge and provide support to the designated OEM salespeople.

        We also have fleet sales coverage focused on our 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 OEMs to designate our products as standard equipment and to create sales by encouraging fleets to specify our products on the trucks that they purchase, even if our product is not standard equipment.

        In addition, we have an aftermarket sales coverage for our various products, particularly wheels, wheel-ends and seating assemblies. These salespeople promote and sell our products to the aftermarket, including OEM dealers, warehouse distributors and aftermarket buying groups. The size and effectiveness of this sales coverage has increased in recent years and has contributed to our growth in aftermarket sales.

Manufacturing

        We operate 17 manufacturing facilities, which are characterized by advanced manufacturing capabilities and six just-in-time sequencing facilities 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. In particular, in our wheel-end and assembly market, we believe that our highly-integrated manufacturing operations provide us with a competitive advantage, as we are able to combine our high quality castings from our facilities in Brillion, Wisconsin and Rockford, Illinois with our machining, assembly, welding and painting operations in Elkhart, Indiana.

        All of our significant operations are QS-9000 certified, which means that they comply with certain quality assurance standards for truck components suppliers. We believe our manufacturing operations are highly regarded by our customers, and we have received numerous quality awards from our customers including PACCAR's Preferred Supplier award and Freightliner's Masters of Quality award.

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Properties

        The table below sets forth certain information regarding our material owned and leased properties. We believe these properties are suitable and adequate for our business.

Facility Overview

Location
  Business function
  Brands
Manufactured
  Owned/
Leased
  Size
(sq. feet)
Evansville, IN   Corporate Headquarters   Corporate   Leased   37,229
London, Ontario, Canada   Heavy/Medium Steel Wheels, Light Truck Steel Wheels   Accuride   Owned   536,259
Henderson, KY   Heavy/Medium Steel Wheels, R&D   Accuride   Owned   364,365
Monterrey, Mexico   Heavy/Medium Steel Wheels, Light Truck Wheels   Accuride   Owned   262,000
Erie, PA   Forging and Machining—Aluminum Wheels   Accuride   Leased   421,229
Cuyahoga Falls, OH   Machining and Polishing—Aluminum Wheels   Accuride   Leased   131,700
Taylor, MI   Warehouse   Accuride   Leased   75,000
Rockford, IL   Wheel-end Foundry, Warehouse, Administrative Office   Gunite   Owned   619,000
Elkhart, IN   Machining and Assembling—Hub, Drums and Rotors   Gunite   Owned   258,000
Elkhart, IN   Machining and Assembling—Automatic Slack Adjusters   Gunite   Leased   37,000
Bristol, IN   Warehouse   Gunite   Leased   108,000
Brillion, WI   Molding, Finishing, Farm Equipment, Administrative Office   Brillion   Owned   593,200
Portland, TN   Metal Fabricating, Stamping, Assembly, Administrative Office   Imperial   Leased   200,000
Portland, TN   Plating and Polishing   Imperial   Owned   86,000
Decatur, TX   Metal Fabricating, Stamping, Assembly, Machining and Polishing Shop   Imperial   Owned   122,000
Dublin, VA   Tube Bending, Assembly and Line Sequencing   Imperial   Owned/ Leased   116,000
Chehalis, WA   Metal Fabricating, Stamping, Assembly   Imperial   Owned   90,000
Piedmont, AL   Manufacturing, Administrative Office   Bostrom   Owned(a)   200,000
Livermore, CA   Manufacturing, Warehouse, Administrative Office   Fabco   Leased   56,800
(a)
This property is a leased facility for which we have an option to buy at any time for a nominal price.

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, breadth of product line, delivery and service.

        The competitive landscape for each of our brands is unique. Our primary competitors in the wheel markets include Alcoa Inc., ArvinMeritor, Inc. and Hayes Lemmerz International, Inc. The competition in the wheel-ends and assemblies markets for heavy-duty trucks and commercial trailers is ArvinMeritor, Consolidated Metco Inc., Hayes Lemmerz 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 very limited number of competitors, with National Seating Company as our main competitor. Our major competitors in the industrial components market include 10 to 12 foundries operating in the Midwest and Southern regions of the United States.

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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 three years. While we believe that our supply contracts can be renewed on acceptable terms, we cannot assure you that such agreements can be renewed 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 is subject to major restructuring and is poorly positioned, due to a lack of raw materials, to respond to major volume increases. This 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, however, and we have price agreements with our current supplier to minimize the impact of these changes.

        Major raw materials for our wheel-end and industrial component products are steel scrap and pig iron. We do not have any long-term contractual commitments with any steel scrap or pig iron suppliers, and 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. A portion of increases in steel scrap prices for our wheel-ends and industrial components is passed through to most of our customers by way of a fluctuating surcharge, which is calculated and adjusted on a monthly or quarterly basis. 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.

        The main raw materials for our truck body and chassis parts are sheet and formed steel and aluminum. Price increases 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 December 31, 2004, we had approximately 4,800 employees, of which 995 were salaried employees with the remainder paid hourly. Approximately 2,300 employees, or 48% of the total, are represented by unions. We have collective bargaining agreements with several unions, including (1) the United Autoworkers, (2) the International Brotherhood of Teamsters, (3) the Paper, Allied-Industrial, Chemical & Energy Workers International Union, (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. In June 2004, employees at our Cuyahoga Falls, Ohio facility elected to be represented by the United Auto Workers. We are currently in negotiations of the initial contract and there are several unfair labor practice charges pending against us in connection with that organizing activity.

        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 with our hourly employees at our Monterrey, Mexico facility, which expires on an annual basis unless otherwise renewed, we do not have a union contract expiring before April 2005, at which time our union contract with the United Autoworkers covering hourly employees at our Rockford, Illinois facility will expire.

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Intellectual Property

        We believe that our trademarks, patents, copyrights and other proprietary rights are important to our business. We have numerous trademarks, patents and copyrights in the United States and in certain foreign countries. We are not aware of any current or pending suits in connection with any of our trademarks, patents or copyrights.

Environmental Matters

        Our operations, facilities and properties are subject to extensive and evolving laws and regulations pertaining to air emissions, wastewater 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. As a result, we are involved from time to time in administrative or legal proceedings relating to environmental, health and safety matters, and have in the past and will continue to incur capital costs and other expenditures relating to such matters. In addition to environmental laws that regulate our subsidiaries' ongoing operations, our subsidiaries are also subject to environmental remediation liability. Under the federal Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, and analogous state laws, our subsidiaries may be liable as a result of the release or threatened release of hazardous materials into the environment. Our subsidiaries are currently involved in several matters relating to the investigation and/or remediation of locations where they 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, or PRPs, under CERCLA or state laws in connection with the contamination of these sites. Additionally, environmental remediation may be required to address soil and groundwater contamination identified at certain facilities.

        As of December 31, 2003, we had an environmental reserve of approximately $3.0 million, related primarily to our foundry operations. This reserve is based on current cost estimates and does not reduce estimated expenditures to net present value, but does take into account the benefit of a contractual indemnity given to us by a prior owner of our wheel-end subsidiary. We cannot assure you, however, that the indemnitor will fulfill its obligations, and the failure to do so could result in future costs that may be material. Any cash expenditures required by us or our subsidiaries to comply with applicable environmental laws and/or to 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 sites, the modification of existing or the promulgation of new laws or regulations, 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 such a material adverse effect.

        As part of an initiative regarding compliance in the foundry industry, the EPA conducted an environmental multimedia inspection at Gunite's Rockford, Illinois plant in September and October 2003. To date, Gunite has not received any written report or notice from the EPA regarding the multimedia inspection.

        The final Iron and Steel Foundry National Emission Standard for Hazardous Air Pollutants, or NESHAP, was developed pursuant to Section 112(d) of the Clean Air Act and requires all major sources of hazardous air pollutants to install controls representative of maximum achievable control technology. We are evaluating the applicability of the Iron and Steel Foundry NESHAP to our foundry operations. If applicable, compliance with the Iron and Steel Foundry NESHAP may result in future significant capital costs, which we currently expect to be approximately $5 million in total during the period 2005 through 2007.

Legal Proceedings

        We are involved in a variety of legal proceedings, including worker's 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 businesses. In our opinion, the ultimate outcome of these legal proceedings will not have a material adverse effect on our financial position, results of operations or cash flows.

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MANAGEMENT

Executive Officers and Directors

        Set forth below is information concerning our directors and executive officers, including directors and executive officers that will join us upon consummation of the Transactions, including their respective ages as of December 31, 2004. Immediately following the effective time of the TTI merger, KKR and Trimaran will have the right to appoint four and three members, respectively, to our board.

Name
  Age
  Position(s)
Terrence J. Keating   55   Director, President and Chief Executive Officer
Andrew M. Weller(1),(2)   58   Director, Executive Vice President/TTI Operations & Integration
John R. Murphy   54   Executive Vice President/Finance and Chief Financial Officer
David K. Armstrong   48   Senior Vice President/General Counsel and Corporate Secretary
James D. Cirar(1)   58   Senior Vice President/Gunite and Brillion Operations
Elizabeth I. Hamme   54   Senior Vice President/Human Resources
Henry L. Taylor   50   Senior Vice President/Sales and Marketing
James H. Greene, Jr.   54   Director
Todd A. Fisher   39   Director
Frederick M. Goltz   33   Director
Jay R. Bloom(2)   49   Director
Mark D. Dalton(2)   43   Director
(1)
To become an executive officer of Accuride effective upon the consummation of the TTI merger. |

(2)
To become a member of the Accuride board effective upon the consummation of the TTI merger.

         Terrence J. Keating has served as Chief Executive Officer, President and a director of the Company since May 2002. He began his career with us in December 1996 and has formerly served as Vice President/Operations and Senior Vice President and General Manager/Wheels. Mr. Keating holds a B.S. in Mechanical Engineering Technology from Purdue University and an M.B.A. in Operations from Indiana University.

         Andrew M. Weller will join us as Executive Vice President/TTI Operations & Integration and as a director following the closing of the TTI merger. Mr. Weller served as President and Chief Operating Officer of TTI from January 2000 to August 2004 and has served as TTI's President and Chief Executive Officer since August 2004. Mr. Weller has also served as a director of TTI since September 1994 and will continue in this capacity through the closing of the TTI merger. He formerly served as Executive Vice President and Chief Financial Officer of TTI from September 1994 to January 2000. Mr. Weller has also been Senior Managing Director of, and a partner in, TMB Industries since September 1994.

         John R. Murphy has served as Executive Vice President/Finance and Chief Financial Officer of the Company since March 1998. Mr. Murphy also serves as a director of O'Reilly Automotive, Inc., where he is the Chairman of its audit committee and a member of the governance/nominating committee. Mr. Murphy holds a B.S. in Accounting from the Pennsylvania State University and an M.B.A. from the University of Colorado.

         James D. Cirar will join us as Senior Vice President/Gunite and Brillion Operations following the closing of the TTI merger. Mr. Cirar has served as a director of TTI since January 2000. Since January 2001, he has served as an Executive Vice President of TTI and as the President and Chief Executive Officer of TTI's Foundry Group. From January 2000 through December 2000, Mr. Cirar

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served as a Senior Vice President of TTI and as the President and Chief Executive Officer of Gunite Corporation. Mr. Cirar was Chairman of Johnstown America Corporation and Freight Car Services, Inc. from September 1998 to June 1999 and Senior Vice President of Johnstown America Industries, Inc. from July 1997 to June 1999. Mr. Cirar is also a director of FreightCar America, Inc..

         David K. Armstrong has served as Senior Vice President/General Counsel and Corporate Secretary for the Company since October 1998. Mr. Armstrong holds a B.S. and MAcc in Accounting and a Juris Doctorate, all from Brigham Young University.

         Elizabeth I. Hamme has served as Senior Vice President/Human Resources since February 1995. Ms. Hamme holds a B.A. in Political Science and an M.A. in Adult Education from George Washington University.

         Henry L. Taylor has served as Senior Vice President/Sales and Marketing since July 2002. He formerly served as Vice President/Marketing from April 1996 to June 2002. Mr. Taylor holds a B.S. in Marketing and Management from the University of Nevada, Reno and has completed graduate courses in business at the University of Nevada, Reno, St. Louis University and Case Western University.

         James H. Greene, Jr. has been a director since January 1998. He has been a member of KKR & Co., L.L.C., the limited liability company which serves as the general partner to KKR, since January 1996. He is also a director of Alliance Imaging, Inc., Owens-Illinois, Inc., Shoppers Drug Mart Corporation, and Zhone Technologies, Inc.

         Todd A. Fisher has been a director since January 1998. He has been a member of KKR & Co., L.L.C. since January 2001 and was an executive of KKR from June 1993 to December 2000. Mr. Fisher is also a director of Alea Group Holding Ltd., BRW-Parent of Bristol West Holdings, Inc., Rockwood Specialties, Inc. and Vendex KBB N.V.

         Frederick M. Goltz has been a director since June 1999. He has been an executive of KKR since March 1995, with the exception of the period from July 1997 to July 1998 during which time he earned an MBA at INSEAD. Mr. Goltz is also a director of Texas Genco LLC.

         Jay R. Bloom will become a director upon the closing of the TTI merger. From March 2000 to the closing of the TTI merger, Mr. Bloom served as a director of TTI. Mr. Bloom is a founder, and has served as a managing partner, of Trimaran Fund Management, L.L.C since February 1999. Mr. Bloom has also served as a managing director and vice chairman of CIBC World Markets Corp. since August 1995, and as co-head of the CIBC Argosy Merchant Banking Funds since August 1995. Mr. Bloom is also a director of Educational Services of America, Inc., Norcross Safety Product L.L.C., FreightCar America, Inc., Norcraft Companies, L.P. and NSP Holdings, LLC. Mr. Bloom currently serves as a member of the Cornell University's Undergraduate Business Program Advisory Counsel, Performance Measures Task Force, Johnson Graduate School of Management Advisory Counsel and the Cornell University Council.

         Mark D. Dalton will become a director upon the closing of the TTI merger. From March 2000 to the closing of the TTI merger, Mr. Dalton served as a director of TTI. Mr. Dalton has served as a managing director of Trimaran Fund Management, L.L.C since August 2001. From December 1996 to August 2001, Mr. Dalton served as a managing director in the Leveraged Finance Group of CIBC World Markets Corp. Mr. Dalton is also a director of FreightCar America, Inc.

Composition of the Board of Directors after the Offering

        Upon the consummation of this offering our board of directors will consist of seven members. The rules of the New York Stock Exchange require that a majority of our board of directors qualify as "independent" according to the rules and regulations of the SEC and the New York Stock Exchange no later than the first anniversary of the closing. We intend to comply with these requirements.

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        Our certificate of incorporation will provide that our board of directors will be divided into three classes of directors, with the classes as nearly equal in number as possible. As a result, approximately one-third of our board of directors will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board. Our certificate of incorporation will provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors will be fixed in the manner provided in the bylaws. Our certificate of incorporation and the bylaws will provide that the number of directors will be fixed from time to time solely pursuant to a resolution adopted by the board, and that upon completion of this offering our board will initially consist of seven directors.

        Upon completion of this offering, our board of directors will be divided into three classes as follows:

Committees of the Board of Directors

        Our board of directors currently has an audit committee and a compensation committee. Upon the consummation of the offering, our board of directors will have an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may also establish from time to time any other committees that it deems necessary or advisable.

        The audit committee of our board of directors recommends the appointment of our independent auditors, reviews our internal accounting procedures, risk assessment procedures and financial statements and consults with and reviews the services provided by our independent auditors, including the results and scope of their audit. The audit committee currently consists of Messrs. Greene, Fisher and Goltz. The composition of the audit committee will be required to comply with the independence requirements of the SEC and the New York Stock Exchange, including the designation of an "audit committee financial expert." Immediately following the consummation of the offering, the audit committee is expected to consist of                        whom we will designate as the audit committee financial expert and chairman,                         and                         . The composition of the audit committee will comply with SEC and New York Stock Exchange requirements. Our board of directors will adopt a written charter for our audit committee, which will be posted on our website.

        The compensation committee of our board of directors reviews and recommends to the board of directors the compensation and benefits of our executive officers, administers our stock plans and establishes and reviews general policies relating to compensation and benefits of our employees. The compensation committee currently consists of Messrs. Greene, Fisher and Goltz, with Mr. Greene as Chairman. Each member of the compensation committee is a "non-employee" director within the meaning of Rule 16b-3 of the rules promulgated under the Securities Exchange Act of 1934, as amended. Immediately following the consummation of the offering, the compensation committee is

84

expected to consist of three members. Our board of directors will adopt a written charter for our compensation committee, which will be posted on our website.

        The nominating and corporate governance committee of our board of directors will, subject to the terms of our stockholders' agreement, identify individuals qualified to become board members and recommend candidates for election to the board of directors, and consider and make recommendations to the board of directors regarding the size and composition of the board, committee structure and makeup and retirement procedures affecting board members. The nominating and corporate governance committee will also monitor our performance in meeting our obligations of fairness in internal and external matters and our principles of corporate governance. Immediately following consummation of the offering, the nominating and corporate governance committee is expected to consist of three members. The composition of the nominating and corporate committee will comply with SEC and New York Stock Exchange requirements. Our board of directors will adopt a written charter for our nominating and corporate governance committee, which will be posted on our website.

    Compensation Committee Interlocks and Insider Participation

        Messrs. Greene, Fisher, and Goltz, with Mr. Greene as Chairman, serve as the members of the compensation committee. Messrs. Greene and Fisher are members of KKR 1996 GP L.L.C., which beneficially owns approximately 52.3% of our outstanding common stock, and members of KKR & Co., L.L.C., which serves as general partner of KKR. Mr. Goltz is an executive of KKR & Co., L.L.C. None of our executive officers serves as a member of the board of directors or compensation committee of any other company that has one or more of its executive officers serving as a member of our board of directors or compensation committee.

Corporate Governance

        We have adopted a written code of conduct that is designed to deter wrongdoing and to promote:

    •
    honest and ethical conduct;

    •
    full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the SEC and in our other public communications;

    •
    compliance with applicable laws, rules and regulations, including insider trading compliance; and

    •
    accountability for adherence to the code and prompt internal report of violations of the code, including illegal or unethical behavior regarding accounting or auditing practices.

        The audit committee of our board of directors will review our code of ethics on a regular basis and will propose or adopt additions or amendments as it considers required or appropriate. Our code of ethics will be posted on our website.

Director Compensation

        Directors employed by us do not receive any separate compensation for services performed as a director. Those directors not otherwise employed by us currently receive a $30,000 annual retainer. There is no separate compensation for service on the compensation or audit committees. We reimburse directors for expenses incurred in connection with attendance at board or committee meetings.

Executive Compensation

        The following table sets forth the cash and non-cash compensation for services in all capacities to us for 2001, 2002 and 2003 of (1) our Chief Executive Officer and (2) our four most highly

85


compensated executive officers other than the Chief Executive Officer who were serving as executive officers as of December 31, 2004. We refer to these officers as the "named executive officers."


Summary Compensation Table

 
   
   
   
   
  Long Term Compensation
   
 
   
  Annual Compensation
  Awards
  Payouts
   
Name and Principal Position
  Year
  Salary
  Bonus
  Other Annual
Compensation
(a)
  Restricted
Stock
Award(s)
  Securities
Underlying
Options/SARs
  LTIP
Payouts
  All Other
Compensation
(b)
Terrence J. Keating(a)
(President and Chief Executive Officer) 		  2004
2003
2002 		  $
$
$ 		365,137
330,000
282,920 		  $
$
$ 		289,988
352,249
139,432 		  $
$
$ 		26,232
10,066
11,940 		  —
—
— 		  30
—
318 		  —
—
— 		  $
$
$ 		300,000
119,423
74,907

John R. Murphy
(Executive Vice President/Finance & CFO)
 
2004
2003
2002
 
$
$
$
296,480
283,500
275,625
 
$
$
$
248,642
374,092
267,300
 
$
$
$
16,992
9,499
10,111
 
—
—
—
 
25
—
203
 
—
—
—
 
$
$
$
337,817
120,769
91,312

David K. Armstrong
(Senior Vice President/General Counsel)
 
2004
2003
2002
 
$
$
$
209,885
200,700
193,700
 
$
$
$
119,035
176,556
124,542
 
$
$
$
14,446
9,588
13,764
 
—
—
—
 
20
—
134
 
—
—
—
 
$
$
$
94,697
53,769
44,492

Elizabeth I. Hamme
(Senior Vice President/Human Resources)
 
2004
2003
2002
 
$
$
$
187,355
179,160
172,965
 
$
$
$
106,260
157,607
111,236
 
$
$
$
9,603
9,479
10,252
 
—
—
—
 
20
—
134
 
—
—
—
 
$
$
$
190,715
52,930
36,682

Henry L. Taylor
(Senior Vice President/Sales and Marketing)
 
2004
2003
2002
 
$
$
$
177,850
170,040
160,860
 
$
$
$
101,039
128,925
79,751
 
$
$
$
10,924
9,391
8,919
 
—
—
—
 
20
—
134
 
—
—
—
 
$
$
$
48,530
44,416
9,752
(a)
Compensation includes financial planning service fees, vacation sold, overseas travel incentive, and gross-ups on financial planning and gift certificate as follows:

 
  Year
  Financial
Planning
Service Fees
Plus Gross-up
  Vacation
Sold
  Gift
Certificate/
Award Plus
Gross-up
  Overseas
Travel
Incentive
Mr. Keating   2004
2003
2002 		  $
$
$ 		9,478
10,030
10,111 		  $

16,754
—
— 		 
$
—
36
— 		 

$ 		    
—
1,829

Mr. Murphy
 
2004
2003
2002
 
$
$
$
9,478
9,355
10,111
 
$


7,442
—
—
 
$
$

71
144
—
 
 
—
—
—

Mr. Armstrong
 
2004
2003
2002
 
$
$
$
9,531
9,443
10,215
 
$


4,863
—
—
 
$
$
$
72
145
37
 


$
—
—
3,512

Ms. Hamme
 
2004
2003
2002
 
$
$
$
9,531
9,443
10,215
 
 
—
—
—
 
$
$
$
72
36
37
 
 
—
—
—

Mr. Taylor
 
2004
2003
2002
 
$
$
$
9,478
9,355
8,882
 
 
1,374
—
—
 
$
$
$
72
36
37
 
 
—
—
—

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(b)
Compensation includes contributions made by the Company to the employees' non-qualified retirement plans, qualified savings plan (company match and/or profit sharing), the Executive Life Insurance Plan (which provides employees with a bonus to pay for a universal life insurance policy that is fully owned by the employee), personal excess umbrella insurance coverage and gross-ups as set forth below:

 
  Year
  Non-Qualified
Retirement
Plans
Plus Gross-Up
  Company
Match &
Profit
Sharing
  ELIP
Premiums
Plus Gross-up
  Umbrella
Insurance
Premium
Plus
Gross-up
  Distribution
Upon
Termination of
Supplemental
Savings Plan
Mr. Keating   2004
2003
2002 		  $
$
$ 		78,427
69,017
35,689 		  $
$
$ 		20,493
25,681
5,000 		  $
$
$ 		43,653
22,607
32,277 		  $
$
$ 		2,297
2,118
1,941 		  $

155,130
—
—

Mr. Murphy
 
2004
2003
2002
 
$
$
$
48,119
63,728
52,695
 
$
$
$
18,328
25,148
5,000
 
$
$
$
29,775
29,775
29,775
 
$
$
$
2,297
2,118
3,842
 
$


239,298
—
—

Mr. Armstrong
 
2004
2003
2002
 
$
$
$
12,918
17,969
15,008
 
$
$
$
14,012
19,383
4,615
 
$
$
$
15,000
15,000
14,654
 
$
$
$
1,446
1,417
10,215
 
$


51,321
—
—

Ms. Hamme
 
2004
2003
2002
 
$
$
$
10,252
15,823
12,214
 
$
$
$
12,886
17,069
4,324
 
$
$
$
18,621
18,621
18,203
 
$
$
$
1,446
1,417
1,941
 
$


147,510
—
—

Mr. Taylor
 
2004
2003
2002
 
$
$
$
8,487
9,946
5,108
 
$
$
$
12,848
16,058
3,490
 
$
$

17,005
17,005
—
 
$
$
$
1,436
1,407
1,154
 
$


8,754
—
—

Options/Option Exercises/SARs/Restricted Stock

        The following table gives information for options exercised by each of the named executive officers in 2004 and the value (stock price less exercise price) of the remaining options held by those executive officers at year end, using management's estimate of the common stock value on December 31, 2004:


Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values

 
   
   
  Number of Securities
Underlying Unexercised
Options/SARs at Fiscal
Year-End
  Value of Unexercised
In-the-Money
Options/SARs at Fiscal
Year-End(a)
Name
  Shares
Acquired on
Exercise
  Value
Realized
  Exercisable
  Unexercisable
  Exercisable
  Unexercisable
Terrence Keating   0   $ 0   306.0   106.0   —   —
John R. Murphy   0   $ 0   289.9   78.2   —   —
David K. Armstrong   0   $ 0   165.5   52.5   —   —
Elizabeth I. Hamme   0   $ 0   165.5   52.5   —   —
Henry L. Taylor   0   $ 0   165.5   52.5   —   —

Pension Plan Disclosure

        The Accuride Cash Balance Pension Plan, which we refer to as the Retirement Plan, covers certain employees of the Company. Under the Retirement Plan, each participant has a "cash balance account" which is established for bookkeeping purposes only. Each year, each participant's cash balance