UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

(Mark One)

ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2002

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number 333-50239

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware		61-1109077
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

7140 Office Circle, Evansville, Indiana		47715
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (812) 962-5000

Securities registered pursuant to Section 12(b) of the Act:

“None”

Securities registered pursuant to Section 12(g) of the Act:

“None”

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes o No ý

As of March 1, 2003, 24,796 shares of Accuride Corporation common stock, par value $.01 per share (the “Common Stock”) were outstanding. The Common Stock is privately held and, to the knowledge of registrant, no shares have been sold in the past 60 days, therefore the Company cannot make a determination regarding the market value of the Common Stock held by non-affiliates.

DOCUMENTS INCORPORATED BY REFERENCE

None

Explanatory Note

This Amendment No. 1 amends the Annual Report on Form 10-K of Accuride Corporation (the “Company”) for the fiscal year ended December 31, 2002, which was originally filed with the Securities and Exchange Commission on March 21, 2003 (the “Annual Report”), to delete language from the header on Page F-1 entitled the “Independent Auditors’ Report” in the financial statements of the Company included in the Annual Report which reads: “PRELIMINARY DRAFT - FOR DISCUSSION PURPOSES ONLY.” The Company inadvertently failed to omit the header from this page of the financial statements prior to filing the Annual Report with the Commission on March 21, 2003. The Company is also amending this Annual Report to update the Exhibit list of Item 15 to reflect documents filed with this Amendment No. 1.

For the convenience of the reader, this Amendment No. 1 amends and restates in its entirety Item 15 of the Annual Report. This Amendment No. 1 continues to speak as of the date of the original Annual Report, and the Company has not updated the disclosures contained therein to reflect any events which occurred at a later date.

In addition, as required by Rule 12b-15, promulgated under the Securities Exchange Act of 1934, the registrant’s principal executive officer and principal financial officer are providing new Rule 15d-14 certifications in connection with this Amendment No. 1 and are also furnishing, but not filing, written statements pursuant to Title 18 United States Code Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002. The Exhibit section has also been revised to include an update to the Independent Auditor’s Consent. Except as described above, no other changes have been made to the Annual Report.

The filing of this Amendment No. 1 shall not be deemed an admission that the original filing, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) The following constitutes a list of Financial Statements, Financial Statement Schedules, and Exhibits required to be included in this report:

1. Financial Statements

The following financial statements of the Registrant are filed herewith as part of this report:

Independent Auditors’ Report.

Consolidated Balance Sheets - December 31, 2002 and December 31, 2001.

Consolidated Statements of Income - Years ended December 31, 2002, December 31, 2001, and December 31, 2000.

Consolidated Statements of Stockholders’ Equity (Deficiency) - Years ended December 31, 2002, December 31, 2001, and December 31, 2000.

Consolidated Statements of Cash Flows - Years ended December 31, 2002, December 31, 2001, and December 31, 2000.

Notes to Consolidated Financial Statements - Years ended December 31, 2002, December 31, 2001, and December 31, 2000.

2. Financial Statement Schedules

Schedule II - Valuation and Qualifying Accounts.

Schedules other than those listed above are omitted because of the absence of conditions under which they are required or because the required information is presented in the Financial Statements or notes thereto.

3. Exhibits

Exhibit No.		Description

*2.1		Stock Subscription and Redemption Agreement, dated as of November 17, 1997, among the Company, Hubcap Acquisition L.L.C. and Phelps Dodge Corporation.
*3.1		Certificate of Incorporation, as amended, of Accuride Corporation.
*3.2		By-Laws of Accuride Corporation.
*4.1		Indenture, dated as of January 21, 1998, between Accuride Corporation and U.S. Trust Company of California, N.A., as trustee, relating to $200,000,000 aggregate principal amount of 9.25% Senior Subordinated Notes due 2008.
*4.2		Registration Rights Agreement, dated as of January 21, 1998, between Accuride Corporation, and BT Alex. Brown Incorporated, Citicorp Securities, Inc., and J.P. Morgan Securities Inc.
*4.3		Specimen Certificate of 9.25% Senior Subordinated Notes due 2008, Series A (the “Private Notes”).
*4.4		Specimen Certificate of 9.25% Senior Subordinated Notes due 2008, Series B (the “Exchange Notes”).
*10.1		Stockholders’ Agreement by and among Accuride Corporation, Phelps Dodge Corporation and Hubcap Acquisition L.L.C.
*10.2		Registration Rights Agreement by and between Accuride Corporation and Hubcap Acquisition L.L.C.
Ñ*10.3		1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries.
^10.3.5		Amendment No. 2 to the 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries.
Ñ*10.4		Form of Non-qualified Stock Option Agreement by and between Accuride Corporation and certain employees.

Ñ*10.5		Form of Repayment and Stock Pledge Agreement by and between Accuride and certain employees.
*10.6		Form of Secured Promissory Note in favor of Accuride Corporation.
*10.7		Form of Stockholders’ Agreement by and among Accuride Corporation, certain employees and Hubcap Acquisition L.L.C.
Ñ*10.8		Form of Severance Agreement by and between Accuride Corporation and certain executives.
*10.9		Contribution Agreement, dated as of May 1, 1997, among Accuride Corporation, Kaiser Aluminum & Chemical Corporation, AKW General Partner L.L.C. and AKW L.P.
*10.10		Lease Agreement dated November 1, 1988, by and between Kaiser Aluminum & Chemical Corporation and The Bell Company regarding the property in Cuyahoga Falls, Ohio, as amended and extended.
(1) 10.11		Second amendment to lease agreement between AKW (as successor to Kaiser Aluminum and Chemical Corporation) and Sarum Management (as successor to the Bell Company) regarding the property in Cuyahoga Falls, Ohio.
*10.12		Purchase Agreement, dated as of January 15, 1998, between Accuride Corporation and BT Alex. Brown Incorporated, Citicorp Securities, Inc., and J.P. Morgan Securities Inc.
**10.13		Lease Agreement dated October 26, 1998, by and between Accuride Corporation and Woodward, LLC. regarding the Evansville, Indiana, office space.
(1) 10.14		Second Addendum to lease agreement between Accuride and Woodward, LLC regarding the Evansville office space.
***10.15		Purchase Agreement dated April 1, 1999, between the Company, Accuride Ventures, Inc. (the Company’s wholly-owned subsidiary) and Kaiser.
***10.16		Amended and Restated Lease Agreement dated April 1, 1999, between AKW, L.P. and Kaiser.
****10.17		Amended and Restated Credit Agreement, dated April 16, 1999, between the Company, Citicorp USA, Inc., as administrative agent, Salomon Smith Barney, Inc., as arranger, Bankers Trust Company as syndication agent, and Wells Fargo Bank, N.A. as the documentation agent.
****10.18		Amended and Restated Pledge Agreement dated April 16, 1999, between the Company, Accuride Canada, Inc., and Accuride Ventures, Inc. as pledgors and Citicorp USA, Inc., as administrative agent.
*****10.19		Purchase Agreement dated July 16, 1999 between the Company and Industria Automotriz, S.A. de C.V.
*****10.20		Amended and Restated Completion Guarantee dated July 16, 1999 between the Company, Accuride de Mexico, S.A. de C.V., Citibank Mexico, S.A. and Grupo Financiero Citibank.
*10.21		Amendment dated December 31, 1999 between the Company, Accuride de Mexico, S.A. de C.V., Citibank Mexico, S.A. and Grupo Financiero Citibank.
Ñ*10.22		Amended and Restated Supplemental Savings Plan dated January 1, 1998.
******10.23		Amendment dated March 31, 2000 between the Company, Accuride de Mexico, S.A. de C.V., Citibank Mexico, S.A. and Grupo Financiero Citibank.
******10.24		Amendment dated December 14, 2000 between the Company, Accuride de Mexico, S.A. de C.V., Citibank Mexico, S.A. and Grupo Financiero Citibank.
******10.25		Joint Marketing Agreement between the Company and Gianetti Ruote SpA.
******10.26		Technology Cross License Agreement between the Company and Gianetti Ruote SpA.
*******10.27		Second Amended and Restated Credit Agreement
*******10.28		Second Amended and Restated Pledge Agreement
*******10.29		Security Agreement between the Company, Accuride Canada, Inc., and Citicorp USA, Inc.
*******10.30		Security Agreement between Accuride Canada, Inc., and Citicorp USA, Inc.
Ñ ******** 10.31		Form of Change-In-Control Agreement (Tier I employees)
Ñ ********10.32		Form of Change-In-Control Agreement (Tier II employees)
Ñ ********10.33		Form of Change-In-Control Agreement (Tier III employees)
(1)	10.34	Accuride Code of Conduct
(1)	21.1	Subsidiaries of Accuride Corporation.
(1)	23.1	Consent of Deloitte & Touche LLP.
(2)	23.2	Consent of Deloitte & Touche LLP related to this Amendment No. 1 to the Annual Report on Form 10-K/A.
(1)	99.1	Section 906 Certification of Terrence J. Keating in connection with the Annual Report on Form 10-K of Accuride Corporation for the fiscal year ended December 31, 2002.
(1)	99.2	Section 906 Certification of John R. Murphy in connection with the Annual Report on Form 10-K of Accuride Corporation for the fiscal year ended December 31, 2002.
(2)	99.3	Section 906 Certification of Terrence J. Keating in connection with the Annual Report on Form 10-K/A of Accuride Corporation for the fiscal year ended December 31, 2002, as amended.
(2)	99.4	Section 906 Certification of John R. Murphy in connection with the Annual Report on Form 10-K/A of Accuride Corporation for the fiscal year ended December 31, 2002, as amended.

(1)		Previously filed as an exhibit to the Form 10-K filed on March 21, 2003 and incorporated herein by reference.
*		Previously filed as an exhibit to the Form S-4 effective July 23, 1998 (Reg. No. 333-50239) and incorporated herein by reference.
**		Previously filed as an exhibit to the Form 10-K filed on March 30, 1999 and incorporated herein by reference.
***		Previously filed as an exhibit to the Form 8-K filed on April 12, 1999 and incorporated herein by reference.
****		Previously filed as an exhibit to the Form 10-Q for the quarterly period ended March 31, 1999 and incorporated herein by reference.
*****		Previously filed as an exhibit to the Form 10-Q for the quarterly period ended June 30, 1999 and incorporated herein by reference.
Ñ		Management contract for compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
******		Previously filed as an exhibit to the Form 10-K filed on March 26, 2001 and incorporated herein by reference.
*******		Previously filed as an exhibit to the Form 10-Q filed on August 9, 2001 and incorporated herein by reference.
********		Previously filed as an exhibit to the Form 10-K filed on March 11, 2002 and incorporated herein by reference.
^		Previously filed as an exhibit to the Form 10-Q for the quarterly period ended June 30, 2002 and incorporated herein by reference.
(2)		Filed herein.

(b) Reports on Form 8-K. The Company did not file any reports on Form 8-K during the last quarter of the 2002 fiscal year.

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Stockholders of Accuride Corporation:

We have audited the accompanying consolidated balance sheets of Accuride Corporation and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income (loss), stockholders’ equity (deficiency) and cash flows for each of the three years in the period ended December 31, 2002. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Accuride Corporation and subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, in 2002, the Company changed its method of accounting for goodwill and other intangible assets.

DELOITTE & TOUCHE LLP

Indianapolis, Indiana

February 10, 2003

F-1

ACCURIDE CORPORATION

CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2002 AND 2001 (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

	2002			2001
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	41,266		$	47,708
Customer receivables, net of allowance for doubtful accounts of $1,364 and $1,448 in 2002 and 2001, respectively	29,494			25,163
Other receivables	3,466			2,229
Inventories, net	26,057			29,107
Supplies	9,004			8,666
Deferred income taxes	1,523			6,219
Income taxes receivable	7,963			1,176
Prepaid expenses and other current assets	1,330			792
Total current assets	120,103			121,060

PROPERTY, PLANT AND EQUIPMENT, NET	210,972			225,514

OTHER ASSETS:
Goodwill, net of accumulated amortization of $43,105	123,197			123,197
Investment in affiliates	3,621			3,439
Deferred financing costs, net of accumulated amortization of $8,949 and $6,527	6,354			8,776
Deferred income taxes	24,903			2,930
Pension benefit plan asset	20,587			12,496
Property, plant and equipment held for sale, net	4,824
Other	606			811
TOTAL	$	515,167		$	498,223

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable	$	28,582		$	29,836
Current portion of long-term debt	4,125			12,500
Accrued payroll and compensation	12,201			9,690
Accrued interest payable	10,796			11,352
Accrued and other liabilities	5,546			15,110
Total current liabilities	61,250			78,488

LONG-TERM DEBT, less current portion	470,030			464,050

OTHER POSTRETIREMENT BENEFIT PLAN LIABILITY	17,981			16,615

PENSION BENEFIT PLAN LIABILITY	18,697			938

OTHER LIABILITIES	458			486

COMMITMENTS AND CONTINGENCIES (Notes 12 and 13)

STOCKHOLDERS’ EQUITY (DEFICIENCY):
Preferred stock, $.01 par value; 5,000 shares authorized and unissued
Common stock and additional paid in capital, $.01 par value; 45,000 shares authorized, 24,923 shares issued; 24,796 outstanding	52,065			24,939
Treasury stock, 127 shares at cost	(735		)	(735		)
Stock subscriptions receivable	(121		)	(638		)
Accumulated other comprehensive income (loss)	(7,597		)
Retained earnings (deficit)	(96,861		)	(85,920		)
Total stockholders’ equity (deficiency)	(53,249		)	(62,354		)
TOTAL	$	515,167		$	498,223

See notes to consolidated financial statements.

F-2

ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(DOLLARS IN THOUSANDS)

	Years Ended December 31,
	2002			2001			2000

NET SALES	$	345,549		$	332,071		$	475,804

COST OF GOODS SOLD	284,453			295,737			393,232

GROSS PROFIT	61,096			36,334			82,572

OPERATING EXPENSES:
Selling, general and administrative	25,793			33,538			32,849

INCOME FROM OPERATIONS	35,303			2,796			49,723

OTHER INCOME (EXPENSE):
Interest income	315			1,362			1,824
Interest expense	(42,332		)	(41,561		)	(40,566		)
Equity in earnings of affiliates	182			250			455
Other income (expense), net	1,430			(9,837		)	(6,157		)

INCOME (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY GAIN	(5,102		)	(46,990		)	5,279

INCOME TAX PROVISION (BENEFIT)	5,839			(13,836		)	4,361

INCOME (LOSS) BEFORE EXTRAORDINARY GAIN	(10,941		)	(33,154		)	918

EXTRAORDINARY GAIN, NET OF TAX							1,595

NET INCOME (LOSS)	$	(10,941	)	$	(33,154	)	$	2,513

See notes to consolidated financial statements.

F-3

ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

(DOLLARS IN THOUSANDS)

	Comprehensive Income (Loss)			Common Stock and Additional Paid in Capital		Treasury Stock			Stock Subscriptions Receivable			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)			Total Stockholders’ Equity (Deficiency)

BALANCE AT JANUARY 1, 2000				$	24,738	$	(51	)	$	(1,539	)				$	(55,279	)	$	(32,131	)
Net income and comprehensive income	$	2,513													2,513			2,513
Issuance of shares				201					(201		)
Purchase of treasury stock						(454		)	160									(294		)
Proceeds from stock subscriptions receivable									712									712

BALANCE AT DECEMBER 31, 2000				24,939		(505		)	(868		)				(52,766		)	(29,200		)
Net loss	$	(33,154	)												(33,154		)	(33,154		)
Issuance of shares
Purchase of treasury stock						(230		)										(230		)
Proceeds from stock subscriptions receivable									230									230
Other comprehensive income (loss):
Cumulative change in accounting (net of tax)	(189		)									$	(189	)				(189		)
Realization of deferred amounts (net of tax)	189											189						189
Comprehensive income (loss)	$	(33,154	)

BALANCE AT DECEMBER 31, 2001				24,939		(735		)	(638		)				(85,920		)	(62,354		)
Net loss	$	(10,941	)												(10,941		)	(10,941		)
Proceeds from stock subscriptions receivable									517									517
Recognition of deferred taxes related to recapitalization				27,126														27,126
Other comprehensive income (loss):
Unrealized gain on foreign currency hedges (net of tax)	193											193						193
Minimum pension liability adjustment (net of tax)	(7,790		)									(7,790		)				(7,790		)
Comprehensive income (loss)	$	(18,538	)

BALANCE AT DECEMBER 31, 2002				$	52,065	$	(735	)	$	(121	)	$	(7,597	)	$	(96,861	)	$	(53,249	)

See notes to consolidated financial statements.

F-4

ACCURIDE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

	Years Ended December 31,
	2002			2001			2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(10,941	)	$	(33,154	)	$	2,513
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and impairment	28,213			29,260			25,814
Amortization	2,527			6,351			6,465
Gain (loss) on disposal of assets	(187		)	1,170			1,156
Gain on early retirement of debt							(1,595		)
Deferred income taxes	13,894			(14,940		)	600
Equity in earnings of affiliated companies	(182		)	(250		)	(454		)
Changes in certain assets and liabilities:
Receivables	(5,568		)	7,993			34,602
Inventories and supplies	2,712			8,128			3,623
Prepaid expenses and other assets	(1,601		)	(2,605		)	2,068
Accounts payable	(1,254		)	(8,395		)	(3,367		)
Accrued and other liabilities	(12,306		)	7,801			(5,082		)

Net cash provided by operating activities	15,307			1,359			66,343

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(19,316		)	(17,705		)	(50,420		)
Capitalized interest	(450		)	(700		)	(1,268		)

Net cash used in investing activities	(19,766		)	(18,405		)	(51,688		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt	(12,500		)	(4,940		)	(19,050		)
Principal payments on short term notes payable				(7,500		)
Net increase in revolving credit advance	10,000			40,000			10,000
Deferred financing fees				(1,322		)
Purchases of treasury shares				(230		)	(294		)
Proceeds from stock subscriptions receivable	517			230			712

Net cash provided by (used in) financing activities	(1,983		)	26,238			(8,632		)

Increase (decrease) in cash and cash equivalents	(6,442		)	9,192			6,023

Cash and cash equivalents, beginning of year	47,708			38,516			32,493

Cash and cash equivalents, end of year	$	41,266		$	47,708		$	38,516

See notes to consolidated financial statements.

F-5

ACCURIDE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2002

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation—The accompanying consolidated financial statements include the accounts of Accuride Corporation (the “Company”) and its wholly-owned subsidiaries, including Accuride Canada, Inc. (“Accuride Canada”), AKW L.P. (“AKW”), and Accuride de Mexico, S.A. de C.V. (“AdM”). All significant intercompany transactions have been eliminated. Investments in affiliated companies in which the Company does not have a controlling interest are accounted for using the equity method.

Business of the Company—The Company is engaged primarily in the design, manufacture and distribution of wheels and rims for trucks, trailers and certain military and construction vehicles. The Company sells its products primarily within North America and Latin America to original equipment manufacturers and to the aftermarket. The Company’s primary manufacturing facilities are located in Henderson, Kentucky; Columbia, Tennessee; Erie, Pennsylvania; Cuyahoga Falls, Ohio; London, Ontario, Canada and Monterrey, Mexico. The Company closed its Columbia, Tennessee, facility and consolidated the production of light wheels into its other facilities during 2002.

Management’s Estimates and Assumptions—The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition—The Company records sales upon shipment and provides an allowance for estimated discounts associated with customer rebates.

Inventories—Inventories are stated at the lower of cost or market. Cost for substantially all inventories, except AdM, is determined by the last-in, first-out method (LIFO). AdM’s inventories are stated at average cost.

Supplies—Supplies are stated at the lower of cost or market. Cost for substantially all supplies is determined by a moving-average method. The Company performs periodic evaluations of supplies and provides an allowance for obsolete items.

Property, Plant and Equipment—Property, plant and equipment are carried at cost. Expenditures for replacements and betterments are capitalized; maintenance and repairs are charged to operations as incurred.

Buildings, machinery and equipment are depreciated using the straight-line method over estimated lives of 5 to 40 years. Tooling is generally depreciated over a 3-year life.

Deferred Financing Costs—Direct costs incurred in connection with the Recapitalization (see Note 2) and the Credit Agreement (see Note 8) have been deferred and are being amortized over the life of the related debt using the interest method.

F-6

Goodwill—Goodwill consists of costs in excess of the net assets acquired in connection with the Phelps Dodge Corporation (“PDC”) acquisition of the Company in March 1988 and the AKW and AdM acquisitions in April 1999 and July 1999, respectively. Prior to January 1, 2002, goodwill was amortized using the straight-line method over 40 years. Effective January 1, 2002, the Company adopted Statements of Financial Accounting Standards (“SFAS”) No. 142, “Accounting for Goodwill and Other Intangible Assets”. As such, the Company no longer amortizes goodwill, but instead tests for impairment at least annually. See Accounting Standards Adopted.

Long-Lived Assets—The Company evaluates its long-lived assets to be held and used and its identifiable intangible assets for impairment when events or changes in economic circumstances indicate the carrying amount of such assets may not be recoverable. Long-lived assets to be disposed of are carried at the lower of cost or fair value less the costs of disposal.

Restructuring Reserve—During the second quarter of 2001, the Company approved a plan to close its Columbia, Tennessee facility and consolidate the production of light wheels into its other facilities. As a result of this plan, during the second quarter of 2001, the Company recognized a pre-tax non-cash restructuring charge of $2,692 for employee separation costs and a loss on disposal of the facility. Reconciliation of the restructuring liability, as of December 31, 2002, is as follows:

	2001 Provision		Cash Expenditures	Balance December 31, 2001		Cash Expenditures		Non-Cash Write-Offs		Balance December 31, 2002

Employee separation costs	$	1,282		$	1,282	$	1,104	$	48	$	130

Loss on disposal of facility	1,410			1,410				1,410

	$	2,692		$	2,692	$	1,104	$	1,458	$	130

As of December 31, 2002, there were 47 employees that had been terminated and provided severance benefits under this restructuring plan. Remaining employees will be terminated and provided severance in the first quarter of 2003. The facility is currently held for sale. See Property, Plant and Equipment Held For Sale.

Pension Plans—The Company has trusteed, non-contributory pension plans covering substantially all U.S. and Canadian employees. For certain plans, the benefits are based on career average salary and years of service and, for other plans, a fixed amount for each year of service. The Company’s funding policy provides that payments to the pension trusts shall be at least equal to the minimum legal funding requirements.

Postretirement Benefits Other Than Pensions—The Company has postretirement health care and life insurance benefit plans covering substantially all U.S. non-bargained and Canadian employees. The Company accounts for these benefits on an accrual basis and provides for the expected cost of such postretirement benefits accrued during the years employees render the necessary service. The Company’s funding policy provides that payments to participants shall be at least equal to its cash basis obligation.

Postemployment Benefits Other Than Pensions—The Company has certain postemployment benefit plans covering certain U.S. and Canadian employees which provide severance, disability, supplemental health care, life insurance or other welfare benefits. The Company accounts for these benefits on an accrual basis. The Company’s funding policy provides that payments to participants shall be at least equal to its cash basis obligation.

F-7

Income Taxes—Deferred tax assets and liabilities are computed based on differences between financial statement and income tax bases of assets and liabilities using enacted income tax rates. Deferred income tax expense or benefit is based on the change in deferred tax assets and liabilities from period to period, subject to an ongoing assessment of realization of deferred tax assets.

Research and Development Costs—Expenditures relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed as incurred. The amounts charged against income in 2002, 2001, and 2000 totaled $5,335, $5,321 and $6,264, respectively.

Foreign Currency—The assets and liabilities of Accuride Canada and AdM that are receivable or payable in cash are converted at current exchange rates, and inventories and other non-monetary assets and liabilities are converted at historical rates. Revenues and expenses are converted at average rates in effect for the period. Accuride Canada’s and AdM’s functional currencies have been determined to be the U.S. dollar. Accordingly, gains and losses resulting from conversion of such amounts, as well as gains and losses on foreign currency transactions, are included in operating results as “Other income (expense), net.” The Company had aggregate foreign currency gains (losses) of $1,778, ($822), and $74, for the years ended December 31, 2002, 2001, and 2000, respectively.

Concentrations of Credit Risk—Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, customer receivables, and derivative financial instruments. The Company places its cash and cash equivalents and executes derivatives with high quality financial institutions. Generally, the Company does not require collateral or other security to support customer receivables.

Derivative Financial Instruments—The Company uses derivative instruments to manage exposures to foreign currency, commodity prices, and interest rate risks. The Company does not enter into derivative financial instruments for trading or speculative purposes. The derivative instruments used by the Company include interest rate, foreign exchange, and commodity price instruments. All derivative instruments are recognized on the balance sheet at their estimated fair value. See Note 15 for the carrying amounts and estimated fair values of these instruments.

Interest Rate Instruments—The Company uses interest rate swap agreements as a means of fixing the interest rate on portions of the Company’s floating-rate debt. The interest rate swap is not designated as a hedge for financial reporting purposes and, accordingly, is carried in the financial statements at fair value, with unrealized gains or losses reflected in current period earnings as “Other income (expense), net”. The settlement amounts from the swap agreement are reported in the financial statements as a component of interest. The Company uses interest rate cap agreements to set ceilings on the maximum interest rate the Company would incur on portions of the Company’s floating-rate debt. The interest rate cap is carried in the financial statements at fair value, with unrealized gains or losses reflected in current period earnings as “Other income (expense), net”. In the event that the cap is exercised, any realized gain would be recorded in the financial statements as a component of interest.

Foreign Exchange Instruments—The Company uses foreign currency forward contracts and options to limit foreign exchange risk on anticipated but not yet committed transactions expected to be denominated in Canadian dollars. Prior to August 1, 2002, the Company did not designate the forward contracts as hedges for financial reporting purposes and, accordingly, carried these instruments in the financial statements at fair value, with realized and unrealized gains or losses reflected in current period earnings as “Other income (expense), net.” On August 1, 2002, the Company designated the outstanding forward contracts as cash flow hedges. Based on historical experience and analysis performed by the Company, management expects that these derivative instruments will be highly effective in offsetting the change in the value of the anticipated transactions being hedged. As such, unrealized gains or losses are deferred in “Other

F-8

Comprehensive Income” with only realized gains or losses reflected in current period earnings as “Cost of Goods Sold”. However, to the extent that any of these contracts are not perfectly effective, any changes in fair value resulting from ineffectiveness will be immediately recognized in “Cost of Goods Sold”. The total notional amount of outstanding forward contracts at December 31, 2002 and 2001 was $31,864 and $60,621, respectively.

Commodity Price Instruments—The Company uses commodity price swap contracts to limit exposure to changes in certain raw material prices. The commodity price instruments are not designated as hedges for financial reporting purposes and, accordingly, are carried in the financial statements at fair value, with realized and unrealized gains and losses reflected in current period earnings as “Other income (expense), net”. The total notional amount of outstanding commodity price swaps at December 31, 2002 and 2001 was $144 and $2,180 respectively.

The realized and unrealized gain (loss) on the Company’s derivative financial instruments for the year ended December 31 are as follows:

	Interest Rate Instruments				Foreign Exchange Instruments				Commodity Price Instruments
	Realized Gain (loss)		Unrealized Gain (Loss)		Realized Gain (loss)		Unrealized Gain (Loss)		Realized Gain (loss)		Unrealized Gain (Loss)

2002	(5,323	)	2,940		166		193		(540	)	650
2001	(29	)	(3,360	)	(7,587	)	3,363		(1,919	)	(62	)
2000	547		—		(691	)	(6,621	)	1,477		—

Accounting Standards Adopted—Accounting standards adopted during 2002 include Statement of Financial Accounting Standards (SFAS) No. 142, Accounting for Goodwill and Other Intangible Assets, and SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

SFAS 142—Effective January 1, 2002, the Company adopted Statements of Financial Accounting Standards (“SFAS”) No. 142, “Accounting for Goodwill and Other Intangible Assets”. This statement requires that goodwill and intangible assets with indefinite useful lives not be amortized but instead be tested for impairment at least annually. The Company evaluated its goodwill on March 31, 2002, and found it not to be impaired. Additionally, the Company performed its annual impairment test of Goodwill as of November 30, 2002, and found it not to be impaired. The Company has no other intangible assets.

The following unaudited financial data illustrates what prior earnings would have been if goodwill had not been amortized for the year ended December 31, 2001, and the related income tax effects:

	For the Year Ended December 31,
	2002			2001

Net income (loss)	$	(10,941	)	$	(33,154	)
Add back: Goodwill amortization, net of tax effect				3,552

Adjusted net income (loss)	$	(10,941	)	$	(29,602	)

SFAS 144—Effective January 1, 2002, the Company adopted SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which addresses financial accounting and reporting for the impairment of long-lived assets and for long-lived assets to be disposed. During 2002, the Company recorded non-cash asset impairment charges of $2,303 to write down certain assets at the Company’s Monterrey Mexico, and Columbia, Tennessee, facilities. See Notes 5 and 6.

F-9

New Accounting Standards—New accounting standards which could impact the Company include SFAS No. 145, Rescission of FASB Statements No. 4,44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections, SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure-Amendment of FASB Statement No. 123, and FIN45, Guarantor’s Accounting and Disclosure Requirements for Guarantees.

SFAS 145—On April 30, 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. The statement is intended to update, clarify and simplify existing accounting pronouncements. Management does not believe this statement will have a material effect on its consolidated financial statements.

SFAS 146—On July 30, 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. The statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002. Management does not believe this statement will have a material effect on its consolidated financial statements.

SFAS 148—On December 31, 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure. This statement amends SFAS Statement No. 123, “Accounting for Stock-Based Compensation” and provides alternative methods of transition for a voluntary change to the fair value based methods of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. Management is still evaluating the full effect of this new accounting standard on the financial statements.

The Company applies APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for the plans; accordingly, since the grant price of the stock options was at least 100% of the fair value at the date of the grant, no compensation expense has been recognized by the Company in connection with the option grants. Had compensation cost for the plans been determined based on the fair value at the grant dates for awards under the plan consistent with the fair value method of SFAS No. 123, Accounting for Stock-Based Compensation, the effect on the Company’s net income would have been the following:

	Year Ended December 31
	2002			2001			2000

Net income (loss) as reported	$	(10,941	)	$	(33,154	)	$	2,513

Add: Total stock-based employee compensation expense determined under the intrinsic value based method, net of related tax effects

Deduct: Total stock-based employee compensation expense determined under the fair value based method, net of related tax effects	(200		)	(278		)	(351		)

Pro forma net income (loss)	$	(11,141	)	$	(33,432	)	$	2,162

FIN45—In November 2002, the FASB issued Interpretation No. 45 (FIN 45), Guarantor’s Accounting and Disclosure Requirements for Guarantees. Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires that upon issuance of certain guarantees, a guarantor must recognize a liability for the fair value of the obligation assumed under the guarantee. FIN 45 also requires additional disclosures by a guarantor in its interim and annual financial statements regarding certain guarantees and product warranties. The recognition provisions of FIN 45 is effective for guarantees issued or modified after December 31, 2002. The Company does not expect the recognition provisions of FIN 45 to have a material impact on the Company’s financial position or results of operations.

F-10

Reclassifications—Certain amounts from prior year’s financial statement have been reclassified to conform to the current year presentation.

2. RECAPITALIZATION OF ACCURIDE CORPORATION

The Company entered into a stock subscription and redemption agreement dated November 17, 1997 (the “Agreement” or “Redemption”), with PDC and Hubcap Acquisition L.L.C. (“Hubcap Acquisition”), a Delaware limited liability company formed at the direction of KKR 1996 Fund L.P., a Delaware limited partnership affiliated with Kohlberg Kravis Roberts & Co., L.P. (“KKR”).

Pursuant to the Agreement, effective January 21, 1998, Hubcap Acquisition made an equity investment in the Company of $108,000 in exchange for 90% of the common stock of the Company after the Recapitalization, as described herein. The Company used the proceeds of this investment, along with $200,000 from the issuance of 9.25% senior subordinated notes at 99.48% of principal value due 2008 and $164,800 in bank borrowings, including $135,000 of borrowings under senior secured term loans due 2005 and 2006 with variable interest rates and $29,800 of borrowings under a $140,000 senior secured revolving line of credit expiring 2004 with a variable interest rate, to redeem $468,000 of common stock (the “Recapitalization”).

Subsequent to the Recapitalization, effective September 30, 1998, PDC sold its remaining interest in the Company to an unrelated third party.

Concurrent with the Agreement, the Company recorded a $18.5 million deferred tax asset related to the increase in the tax basis of assets. During 2002, management determined that an additional $69.7 million in tax basis should be recognized. As a result, the Company recorded a $11.7 million increase in deferred tax assets and reduced deferred tax liabilities by $15.4. The amount recorded, totaling $27.1 million, was recognized in additional paid-in-capital as an adjustment to the recapitalization.

3. CONSOLIDATED STATEMENTS OF CASH FLOWS

For the purpose of preparing the Consolidated Statements of Cash Flows, the Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Interest paid (net of amounts capitalized of $450, $700 and $1,268) for the years ended December 31, 2002, 2001 and 2000 was $40,941, $40,572 and $39,454, respectively. The Company received a refund of income taxes of $2,049 for the year ended December 31, 2002, and paid income taxes of $1,682 and $2,129 for the years ended December 31, 2001 and 2000, respectively. During 2002, the Company recorded a non-cash minimum pension liability adjustment of $7,790, net of tax benefit of $4,981, as a component of Other Comprehensive Loss.

F-11

4. INVENTORIES

Inventories at December 31 were as follows:

	2002		2001

Raw materials	$	4,739	$	5,181
Work in process	8,820		9,223
Finished manufactured goods	11,429		15,157
LIFO adjustment	1,069		(454		)

Total inventories	$	26,057	$	29,107

During 2002, 2001 and 2000, certain inventory quantities were reduced, which resulted in liquidations of LIFO inventory layers carried at costs which prevailed in prior years. For the year ended December 31, 2002, the effect of the liquidation was to increase cost of goods sold by $136 and to decrease net income by $83. For the years ended December 31, 2001 and 2000, the effect of liquidation was to decrease cost of goods sold by $382 and $178 and to increase net income by $241 and $112, respectively.

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at December 31 consist of the following:

	2002		2001

Land and land improvements	$	5,307	$	7,006
Buildings	57,154		62,389
Machinery and equipment	391,509		381,319
	453,970		450,714
Less accumulated depreciation and impairment	242,998		225,200

Property, plant and equipment, net	$	210,972	$	225,514

During 2002, the Company evaluated its assets and determined $699 of equipment related to a discontinued product line at its Monterrey, Mexico facility to be impaired. This amount is included in cost of goods sold for the year ended December 31, 2002.

During 2001, the Company evaluated its assets and determined $2,700 of equipment at its Monterrey, Mexico, facility to be impaired. This amount is included in cost of goods sold for the year ended December 31, 2001.

6. PROPERTY, PLANT AND EQUIPMENT HELD FOR SALE

Due to the 2002 closing of the Columbia, Tennessee facility, the vacated facility and paintline have been reported as held for sale. During 2001 the carrying value of the building was adjusted to fair market value, which was $1,410 lower than net book value (See Restructuring Reserve). During 2002 the Company evaluated the paintline at the facility and determined $1,604 to be impaired, which is included in cost of goods sold for the year ended December 31, 2002.

F-12

Property, plant and equipment held for sale at December 31, 2002 was comprised of the following:

Land and land improvements	$	580
Buildings	9,540
Machinery and equipment	200
	10,320
Less accumulated depreciation and impairment	5,496

Property, plant and equipment, net	$	4,824

7. INVESTMENTS IN AFFILIATES

Included in “Equity in earnings of affiliates” is the Company’s 50% interest in the earnings of AOT, Inc. (“AOT”). The following describes the Company’s investment in this affiliate.

AOT—AOT is a joint venture between the Company and The Goodyear Tire & Rubber Company formed to provide sequenced wheel and tire assemblies for Navistar International Transportation Corporation. The Company’s investment in AOT at December 31, 2002 and 2001 totaled $3,621 and $3,439, respectively.

In accordance with the agreement between the Company and The Goodyear Tire & Rubber Company, the Company has guaranteed fifty percent of AOT’s outstanding bank debt. At December 31, 2002 and 2001, the amount of debt guaranteed by the Company totaled $0 and $2,650, respectively.

8. LONG-TERM DEBT

Long-term debt at December 31 consists of the following:

	2002		2001

Revolving Credit Advance	$	60,000	$	50,000
Term A Advance	55,404		55,404
Term B Advance	69,256		69,256
Term C Advance	97,000		97,000
Senior subordinated notes, net of $530 and $635 unamortized discount	189,370		189,265
AdM Term Advance	3,125		15,625
	474,155		476,550

Less current maturities	4,125		12,500

Total	$	470,030	$	464,050

Bank Borrowing—The Revolving Credit, Term A, Term B and Term C Advances were issued pursuant to the second amended and restated credit agreement (“Credit Agreement”) dated as of July 27, 2001. The Revolving Credit, Term B and Term C Advances were borrowed by the U.S. Borrower and the Term A Advance was borrowed by Accuride Canada (“Canadian Borrower”).

F-13

The Credit Agreement consists of: (i) a $55,404 Term A Advance; (ii) a $69,256 Term B Advance; (iii) a $97,000 Term C Advance; and (iv) up to $100,000 under the revolving credit facility (which may be limited to $87,500 based on certain leverage ratios) and trade letters of credit and standby letters of credit up to an aggregate sub-limit of $20,000. Letters of credit of $665 and $855 were outstanding at December 31, 2002 and 2001. Swing line advances may be made up to the lesser of: (1) $10,000; or (2) the aggregate unused revolving credit commitment from time to time. The borrowings under the Revolving Credit, Term A, Term B and Term C Advances are collectively referred to as the “Bank Borrowings.”

The Company has the option to borrow under the Credit Agreement at the Base Rate or Eurodollar Rate plus an Applicable Margin, as defined in the Credit Agreement. The Applicable Margin shall be adjusted upon the Company achieving certain leverage ratios and varies by type of borrowing. At December 31, 2002, the Company had $60,000 outstanding on the revolving credit facility under the Eurodollar Rate option. The corresponding Eurodollar Rate ranged from 1.44% - 2.25% and the Applicable Margin was 3.25%. At December 31, 2001, the Company had $15,000 outstanding on the revolving credit facility under the Base Rate option of 4.75% plus the Applicable Margin of 2.25% and $35,000 outstanding on the revolving credit facility under the Eurodollar Rate option. The corresponding Eurodollar Rate ranged from 2.13% - 2.56% and the Applicable Margin was 3.25%.

The Company’s other Bank Borrowings at December 31, 2002 and 2001 were all borrowed under the Eurodollar Rate option. At December 31, 2002 the corresponding Eurodollar Rates ranged from 1.94% - 2.25%. At December 31, 2001 the corresponding Eurodollar Rates ranged from 3.75% - 5.44%, and the Applicable Margin ranged from 3.25% - 4.00%.

Bank Borrowings and any unpaid interest thereon under; (i) the Term A Advance shall be repayable on January 21, 2005 in the amount equal to the then outstanding principal balance of the Term A Advance; (ii) the Term B Advance shall be repayable on January 21, 2006 in the amount of the then outstanding principal balance of the Term B Advance; (iii) the Term C Advance shall be repayable in installments of $1,000 each on January 21, 2003, January 21, 2004, and January 21, 2005, and an installment of $47,000 on January 21, 2006 and on January 21, 2007 in the amount of the then outstanding principal balance of the Term C Advance; and (iv) the revolving credit facility shall be payable in full on January 21, 2004.

The Bank Borrowings are guaranteed by all domestic subsidiaries of the U.S. Borrower. The Term A Advance is guaranteed by the U.S. Borrower. The Bank Borrowings are collateralized by a valid and perfected first priority interest in 100% of the common stock of each first tier domestic subsidiary of the U.S. Borrower and of the Canadian Borrower, and 66% of all of the U.S. Borrower’s current and future first tier foreign subsidiaries other than the Canadian Borrower. In addition, the Bank Borrowing are supported by first priority liens on all unencumbered real, personal, tangible and intangible property of the Borrowers. A negative pledge restricts the imposition of other liens or encumbrances on all of the assets of the Borrowers and their subsidiaries, subject to certain exceptions.

Senior Subordinated Notes—Interest at 9.25% on the senior subordinated notes (the “Notes”) is payable on February 1 and August 1 of each year, commencing on August 1, 1998. The Notes mature in full on February 1, 2008 and may be redeemed, at the option of the Company, in whole or in part, at any time on or after February 1, 2003 in cash at the redemption prices set forth in the indenture, plus interest. The Notes are a general unsecured obligation of the Company ranking senior in right of payment to all existing and future subordinated indebtedness of the Company. The Notes are subordinated to all existing and future senior indebtedness of the Company including indebtedness incurred under the Credit Agreement. As of December 31, 2002 and 2001 the aggregate principal amount of Notes outstanding was $189,900.

F-14

AdM Term Facility—At December 31, 2002 and 2001, AdM had term notes outstanding of $3,125 and $15,625, respectively, under its $25,000 term facility. Principal is payable quarterly from June 25, 2001 through March 25, 2003. At December 31, 2002, the interest rate on the term note was based on a Eurodollar rate of 1.50% plus the Applicable Margin of 3.5%. At December 31, 2001, the interest rate on the term note was based on a Eurodollar rate of 2.15% plus the Applicable Margin of 3.50%. AdM’s total assets have been assigned as collateral under the terms of the credit agreement.

Under the terms of the Company’s credit agreement and AdM’s credit agreement, there are certain restrictive covenants that limit the payment of cash dividends and establish minimum financial ratios. The Company is in compliance with all such covenants at December 31, 2002, but is prohibited from paying cash dividends.

Interest Rate Instruments—At December 31, 2002 and 2001, the Company was a party to a 2.73% interest rate cap agreement that expired in January 2003 and was not renewed. The agreement entitled the Company to receive from the counterparty on a quarterly basis the amount, if any, by which the Company’s interest payments on $120,000 of floating-rate long-term debt exceed 2.73% plus the Applicable Margin. As of December 31, 2002 and 2001, the interest rate cap had a notional amount of $120,000.

The Company uses interest rate swap agreements to manage its interest rate exposure on portions of its floating-rate debt obligations. Under the interest rate swap agreement that was in effect as of December 31, 2001, the Company made fixed rate payments at 4.78% and received variable rate payments at the three-month Eurodollar rate. As of December 31, 2001 the interest rate swap agreement had a notional amount of $100,000, and the corresponding Eurodollar rate was 2.37%. This interest rate swap agreement was terminated during 2002. As of December 31, 2002, the Company did not have any open interest rate swap agreements or obligations.

Maturities of long-term debt, including the bond discount, based on minimum scheduled payments as of December 31, 2002, are as follows:

2003	$	4,125
2004	61,000
2005	56,404
2006	116,256
2007	47,000
Thereafter	189,900

Total	$	474,685

9. PENSION PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS

The Company sponsors non-contributory employee defined benefit pension plans covering substantially all U.S. and Canadian employees (the “plans”). Employees covered under the U.S. salaried plan are eligible to participate upon the completion of one year of service and benefits are determined by their cash balance accounts, which are based on an allocation they earn each year. Employees covered under the Canadian salaried plan are eligible to participate upon the completion of two years of service and benefits are based upon career average salary and years of service. Employees covered under the hourly plans are generally eligible to participate at the time of employment and benefits are generally based on a fixed amount for each year of service. U.S. employees are vested in the plans after five years of service; Canadian hourly employees are vested after two years of service.

F-15

In addition to providing pension benefits, the Company also provides certain unfunded health care and life insurance programs for U.S. non-bargained and Canadian employees who meet certain eligibility requirements. These benefits are provided through contracts with insurance companies and health service providers. The coverage is provided on a non-contributory basis for certain groups of employees and on a contributory basis for other groups. The majority of these benefits are paid by the Company.

The components of pension and postretirement benefit cost included the following components:

	Pension Benefits									Other Benefits
	2002			2001			2000			2002			2001			2000

Service cost-benefits earned during the year	$	2,504		$	2,965		$	2,649		$	665		$	602		$	562
Interest cost on projected benefit obligation	3,140			2,957			2,719			1,285			1,106			991
Expected return on plan assets	(4,410		)	(4,410		)	(3,740		)
Prior service cost and other amortization (net)	390			313			300			(127		)	(208		)	(224		)

Net amount charged to income	1,624			1,825			1,928			1,823			1,500			1,329

Curtailment charge	420									5

Total net amount charged to income	$	2,044		$	1,825		$	1,928		$	1,828		$	1,500		$	1,329

During 2002 the Company recorded a curtailment charge of $425 as a result of the termination of certain employees at its Henderson, Kentucky facility.

For 2002 measurement purposes, annual rates of increase in the per capita cost of covered health care benefits were assumed to average 10% for 2002 and 2003 decreasing gradually to 5.0% by 2008 and remaining at that level thereafter, for U.S. plans. The annual rates of increase in the per capita cost of covered health care benefits for Canadian plans were assumed to average 11% for 2002 and 10% for 2003 decreasing 1% per annum to 5% and remaining at that level thereafter. The health care cost trend rate assumption has a significant effect on the amounts reported. A one-percentage point change in assumed health care cost trend rates would have the following effects:

	1-Percentage- Point Increase		1-Percentage- Point Decrease

Effect on total of service and interest cost components	$	341	$	(277	)
Effect on postretirement benefit obligation	2,952		(2,546		)

Assumptions used to develop the net periodic pension cost and other postretirement benefit cost and to value pension obligations as of December 31 were as follows:

	Pension Benefits				Other Benefits
	2002		2001		2002		2001

Discount rate	6.50	%	7.00	%	6.50	%	7.00	%
Rate of increase in future compensation levels	4.00	%	4.00	%	4.00	%	4.00	%**
Expected long-term rate of return on assets	9.00	%	9.00	%*	N/A		N/A

* A 10.0% return on assets assumption was used for the Canadian plans.

** A 3.5% increase in future compensation assumption was used for the Canadian plans.

F-16

The following table sets forth the change in benefit obligation, change in plan assets, funded status of the pension plan, and net asset (liability) recognized in the Company’s balance sheet at December 31, 2002 and 2001:

	Pension Benefits						Other Benefits
	2002			2001			2002			2001

Change in benefit obligation:
Benefit obligation at beginning of year	$	45,791		$	40,862		$	18,668		$	15,582
Service cost	2,504			2,965			665			602
Interest cost	3,140			2,957			1,285			1,106
Amendments	3,357									321
Actuarial loss	1,007			2,649			1,620			1,723
Effect of curtailments	(683		)				(167		)
Currency translation adjustment	323			(1,600		)	67			(310		)
Benefits paid	(2,035		)	(2,042		)	(517		)	(356		)
Benefit obligation at end of year	53,404			45,791			21,620			18,668

Change in plan assets:
Fair value of assets at beginning of year	44,162			43,935
Actual return on plan assets	(1,845		)	(377		)
Employer contribution	4,758			4,454			517			356
Currency translation adjustment	378			(1,808		)
Benefits paid	(2,035		)	(2,042		)	(517		)	(356		)
Fair value of assets at end of year	45,418			44,162

Unfunded status	(7,986		)	(1,629		)	(21,620		)	(18,668		)
Unrecognized actuarial loss	17,273			10,586			5,201			3,859
Unrecognized prior service cost (benefit)	5,110			2,316			(1,562		)	(1,806		)
Unrecognized net obligation	264			285

Net amount recognized	$	14,661		$	11,558		$	(17,981	)	$	(16,615	)

Amounts recognized in the statement of financial position:
Prepaid benefit cost	$	15,147		$	12,496
Accrued benefit liability	(18,697		)	(938		)
Intangible asset	5,440
Accumulated other comprehensive loss	12,771

Net amount recognized	$	14,661		$	11,558

The pension plans were valued as of December 31 (December 1 for Accuride Union Plan for 2001) for both 2002 and 2001. The obligations were projected to and the assets were valued as of the end of 2002 and 2001. The plan assets are invested in a diversified portfolio of stocks, bonds and cash or cash equivalents.

F-17

The projected benefit obligation, accumulated benefit obligation, and fair value of plan assets for the pension plans with accumulated benefit obligations in excess of plan assets were $44,792, $44,060 and $36,775, respectively, as of December 31, 2002 and $18,654, $17,659 and $13,469, respectively, as of December 31, 2001.

The Company intends to fund at least the minimum amount required under the Employee Retirement Income Security Act of 1974, as amended, for U.S. plans, or in the case of Accuride Canada, the minimum legal requirements in Canada.

The Company also provides a 401(k) savings plan and a profit sharing plan for substantially all U.S. salaried employees. Select employees may also participate in a supplemental savings plan. Expense associated with these plans for the years ended December 31, 2002, 2001 and 2000 totaled $1,391, $1,108, and $1,755, respectively.

10. INCOME TAXES

The income tax provision (benefit) from continuing operations before extraordinary item for the years ended December 31 is as follows:

	2002			2001				2000

Current:
Federal	$	(7,697	)					$	367
State	77			$	415			845
Foreign	(435		)	689				2,549

	(8,055		)	1,104				3,761

Deferred:
Federal	6,158			(13,745			)	4,645
State	(1,410		)	(2,455			)	(375		)
Foreign	1,782			(1,712			)	(3,670		)
Valuation allowance	7,364			2,972

	13,894			(14,940			)	600

Total	$	5,839		$		(13,836	)	$	4,361

A reconciliation of the U.S. statutory tax rate to the Company’s effective tax rate (benefit) for the years ended December 31, is as follows:

	2002		2001		2000

Statutory tax rate	(35.0	)%	(35.0%	)	35.0	%
State and local income taxes (benefit)	(1.6	)	(5.3	)	2.6
Incremental international tax (benefit)	6.2		(2.8	)	18.7
Goodwill			2.0		17.0
Change in state tax rates			0.6
Change in valuation allowance	144.3		6.3
Other items, net	0.6		4.7		9.3

Effective tax rate (benefit)	114.5	%	(29.5	)%	82.6	%

F-18

Deferred income tax assets and liabilities comprised the following at December 31:

	2002			2001

Deferred tax assets:
Depreciation and amortization	$	17,596		$	10,173
Postretirement and postemployment benefits	7,170			5,611
Other	4,251			8,333
Foreign tax credit	6,626			736
Alternative minimum tax credit	1,018			1,018
Loss carryforwards	27,208			31,209
Valuation allowance	(10,336		)	(2,972		)

Total deferred tax assets	53,533			54,108

Deferred tax liabilities:
Asset basis and depreciation	14,970			28,901
Pension costs	1,264			4,006
Inventories	1,304			1,880
Other	9,569			10,172

Total deferred tax liabilities	27,107			44,959

Net deferred tax assets	26,426			9,149
Current deferred tax asset	1,523			6,219

Long-term deferred income tax asset - net	$	24,903		$	2,930

The Company’s net operating loss, available in various tax jurisdictions at December 31, 2002 will expire in various periods over the next 20 years. The foreign tax credit carryforward will expire in 2003. The alternative minimum tax credit carryforward and the Canadian capital loss carryforward do not expire. Realization of deferred tax assets is dependent upon taxable income within the carryforward periods available under the applicable tax laws. Although realization of deferred tax assets in excess of deferred tax liabilities is not certain, management has concluded that it is more likely than not the Company will realize the full benefit of deferred tax assets, except for a valuation allowance related to loss carryforwards and foreign tax credits.

Pursuant to the Job Creation and Worker Assistance Act of 2002, a temporary incentive was added to the Internal Revenue Code to allow for a 5 year net operating loss carryback for fiscal years ending in 2002 and 2001. The Company will elect to carry back its 2002 net operating loss to the 1998 pre-acquisition tax year, referred to herein as the “Pre-acquisition Period” (see Note 2). Phelps Dodge has agreed to permit the Company to carry back the 2002 net operating loss into the Pre-acquisition Period.

While Phelps Dodge did not pay any regular income tax in 1998 due to the utilization of foreign tax credits, it did incur alternative minimum tax. Therefore, the tax refund of approximately $7.8 million representing 20% of the alternative minimum tax net operating loss has been recorded as a current tax benefit. As the regular tax net operating loss utilized in the pre-acquisition period will not result in an income tax benefit, the Company recorded approximately $7.8 million of deferred tax expense.

The Company intends to permanently reinvest the undistributed earnings of Accuride Canada. Accordingly, no provision for U.S. income taxes has been made for such earnings. At December 31, 2002 Accuride Canada has $9.7 million of cumulative retained earnings.

F-19

At December 31, 2002, AdM had no cumulative retained earnings. The Company previously treated undistributed earnings as permanently reinvested. Accordingly, no provision for U.S. income taxes has ever been made for such earnings.

11. STOCK PURCHASE AND OPTION PLAN

Effective January 21, 1998, the Company adopted the 1998 Stock Purchase and Option Plan for key employees of Accuride Corporation and subsidiaries (the “1998 Plan”).

The 1998 Plan provides for the issuance of shares of authorized but unissued or reacquired shares of common stock subject to adjustment to reflect certain events such as stock dividends, stock splits, recapitalizations, mergers or reorganizations of or by the Company. The 1998 Plan is intended to assist the Company in attracting and retaining employees of outstanding ability and to promote the identification of their interests with those of the stockholders of the Company. The 1998 Plan permits the issuance of common stock (the “1998 Plan-Purchase Stock”) and the grant of non-qualified stock options (the “1998 Plan-Options”) to purchase shares of common stock (the issuance of 1998 Plan Purchase Stock and the grant of the 1998 Plan Options pursuant to the 1998 Plan being a “1998 Plan Grant”). Unless sooner terminated by the Company’s Board of Directors, the 1998 Plan will expire ten years after adoption. Such termination will not affect the validity of any 1998 Plan Grant outstanding on the date of the termination.

Pursuant to the original 1998 Plan, 2,667 shares of common stock of the Company were reserved for issuance under such plan. In May 2002, an amendment to the Stock Purchase and Option Plan was passed, that increased the reserved for issuance under the plan to 3,247 shares.

1998 Plan-Purchase Stock—At December 31, 2002, the Company had issued 922 shares of common stock under the 1998 Plan Purchase Stock totaling $4,621 under the terms of stock subscription agreements with various management personnel of the Company. During 2002 and 2001, respectively, 0 shares and 41 shares were repurchased as treasury stock at a cost of $0 and $230. The unpaid principal balance of $121 under the stock subscription agreements has been recorded as a reduction of stockholders’ equity.

1998 Plan-Options—The following is an analysis of stock option activity pursuant to the 1998 Plan for each of the last two years ended December 31 and the stock options outstanding at the end of the respective year:

	Year ended December 31,
	2002				2001				2000
	Options		Weighted Average Price		Options		Weighted Average Price		Options		Weighted Average Price

Outstanding, beginning of year	1,229		$	5,017	1,648		$	5,014	1,669		$	5,000

Granted	1,572		$	1,750					95		$	5,250
Cancelled	—		—		(309	)	$	5,000
Forfeited or expired	(432	)	$	5,003	(110	)	$	5,006	(116	)	$	5,000

Outstanding at end of year	2,369		$	2,851	1,229		$	5,017	1,648		$	5,014

Options exercisable at end of year	1,108		$	3,858	952		$	5,012	865		$	5,010

F-20

All originally issued time options vest in equal installments over a five-year period from the date of the grant. Subsequently issued time options vest over a four-year period. Performance options vest after approximately eight years, or can vest at an accelerated rate if the Company meets certain performance objectives. As of December 31, 2002, options outstanding have an exercise price ranging between $1,750 and $5,250 per share and a weighted average remaining contractual life of 8.2 years.

In 2001, the Company offered eligible employees the opportunity to exchange performance options with an exercise price of $5,000 per share or more that were scheduled to vest in 2001 and 2002 for new options which the Company granted in 2002 under the 1998 Plan. The new options will vest over a period of four years and have an exercise price of $1,750. In April 2002, the Company issued 179.3 options at $1,750 pursuant to the exchange agreement executed in October, 2001.

The weighted average fair value of options granted in 2002 was $1,420. The fair value of the option grants is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield equaling 0%, risk-free interest rates ranging from 4.15% - 4.24%, expected volatilities assumed to be 0% and expected lives of approximately 5 years. The weighted average fair value of options granted in 2000 was $3,745. The fair value of the option grants is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield equaling 0%, risk-free interest rates ranging from 4.90% - 6.60%, expected volatilities assumed to be 0% and expected lives of approximately 7 years. The pro forma amounts are not representative of the effects on reported net income for future years.

12. COMMITMENTS

The Company leases certain plant, office space and equipment for varying periods. Management expects that in the normal course of business, leases will be renewed or replaced by other leases.

Rent expense for the years ended December 31, 2002, 2001 and 2000 was $2,443, $2,372 and $3,072, respectively. Future minimum lease payments for all noncancelable operating leases having a remaining term in excess of one year at December 31, 2002 are as follows:

2003	$	1,843
2004	1,286
2005	1,142
2006	946
2007	883
Thereafter	1,586

Total	$	7,686

13. CONTINGENCIES

The Company is from time to time involved in various legal proceedings of a character normally incident to its business. Management does not believe that the outcome of these proceedings will have a material adverse effect on the consolidated financial condition or results of operations of the Company.

The Company’s operations are subject to federal, state and local environmental laws, rules and regulations. Pursuant to the Recapitalization of the Company on January 21, 1998, the Company was

F-21

indemnified by PDC with respect to certain environmental liabilities at its Henderson and London facilities, subject to certain limitations. Pursuant to the AKW acquisition agreement on April 1, 1999, in which Accuride purchased Kaiser Aluminum and Chemical Corporation’s (“Kaiser”) 50% interest in AKW, the Company has been indemnified by Kaiser with respect to certain environmental liabilities relating to the facilities leased by AKW. On February 12, 2002, Kaiser filed a voluntary petition in the

United States Bankruptcy Court for the District of Delaware for reorganization under Chapter 11 of the United States Bankruptcy Code which could limit the Company’s ability to receive indemnification amounts, if necessary, from Kaiser. Management does not believe that the outcome of any environmental proceedings will have a material adverse effect on the consolidated financial condition or results of operations of the Company.

14. SEGMENT REPORTING

The Company operates in one business segment: the design, manufacture and distribution of wheels and rims for trucks, trailers, and other vehicles.

Geographic Segments—The Company has operations in the United States, Canada, and Mexico which are summarized below.

2002	United States		Canada		Mexico		Eliminations			Combined
Net sales:
Sales to unaffiliated customers - domestic	$	271,329	$	12,206	$	34,910				$	318,445
Sales to unaffiliated customers - export	25,103				2,001					27,104
Total	$	296,432	$	12,206	$	36,911				$	345,549

Long-lived assets	$	352,457	$	131,843	$	37,272	$	(165,021	)	$	356,551

2001	United States		Canada		Mexico		Eliminations			Combined

Net sales:
Sales to unaffiliated customers - domestic	$	258,754	$	10,532	$	35,337				$	304,623
Sales to unaffiliated customers - export	21,983				5,465					27,448
Total	$	280,737	$	10,532	$	40,802				$	332,071

Long-lived assets	$	378,184	$	108,191	$	40,995	$	(153,137	)	$	374,233

2000	United States		Canada		Mexico		Eliminations			Combined

Net sales:
Sales to unaffiliated customers - domestic	$	398,369	$	11,826	$	31,499				$	441,694
Sales to unaffiliated customers - export	29,853				4,257					34,110
Total	$	428,222	$	11,826	$	35,756				$	475,804

Long-lived assets	$	383,060	$	104,475	$	46,113	$	(145,021	)	$	388,627

F-22

Sales to three customers exceed 10% of total net sales for the years ended December 31, as follows:

	2002				2001				2000
	Amount		% of Sales		Amount		% of Sales		Amount		% of Sales

Customer one	$	66,576	19.2	%	$	41,073	12.4	%	$	71,604	15.1	%
Customer two	57,386		16.6	%	70,830		21.3	%	96,518		20.3	%
Customer three	45,464		13.2	%	40,171		12.1	%	58,488		12.3	%

	$	169,426	49.0	%	$	152,074	45.8	%	$	226,610	47.7	%

Each geographic segment made sales to all three major customers in 2002.

15. FINANCIAL INSTRUMENTS

The estimated fair value amounts of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have an effect on the estimated fair value amounts.

The carrying amounts of cash and cash equivalents, trade receivables, and accounts payable approximate fair value because of the relatively short maturity of these instruments. The carrying amounts and related estimated fair values for the Company’s remaining financial instruments are as follows:

	December 31, 2002				December 31, 2001
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value

Assets
Interest Rate Cap					$	292	$	292
Commodity Price Contracts	$	47	$	47

Liabilities
Interest Rate Swap	$	3,232	$	3,232
Foreign Exchange Forward Contracts	$	114	$	114	$	913	$	913
Commodity Price Contracts	$	9	$	9	$	612	$	612
Total Debt	$	474,155	$	368,265	$	476,550	$	353,792

Fair values relating to derivative financial instruments reflect the estimated amounts that the Company would receive or pay to terminate the contracts at the reporting date based on quoted market prices of comparable contracts as of December 31.

The fair value of the Company’s long-term debt has been determined on the basis of the specific securities issued and outstanding. All of the Company’s long-term debt is at variable rates at December 31, 2002 and 2001 except for the senior subordinated notes which have a fixed interest rate of 9.25% (see Note 8).

F-23

16. RELATED PARTY TRANSACTIONS

Effective January 21, 1998, the Company and KKR entered into a management agreement providing for the performance by KKR of certain management, consulting and financial services for the Company. The Company expensed approximately $600 in each of the three years ended December 31, 2002, pursuant to such management agreement. As of December 31, 2002, the Company had recorded a Prepaid Expense of $150 to KKR for these services.

17. QUARTERLY DATA (Unaudited)

The following table sets forth certain quarterly income statement information of the Company for the fiscal years ended December 31, 2002, 2001 and 2000:

	2002
(Dollars in Thousands)	Q1		Q2		Q3		Q4		Total

Net sales	77,804		94,585		92,972		80,188		345,549
Gross profit	12,158		19,347		19,049		10,542		61,096
Operating expenses	7,167		7,138		6,652		4,836		25,793
Income from operations	4,991		12,209		12,397		5,706		35,303
Equity earnings (loss) of affiliates	39		66		111		(34	)	182
Other expense(1)	(9,059	)	(8,372	)	(14,128	)	(9,028	)	(40,587	)
Net income (loss)	(3,374	)	1,977		(594	)	(8,950	)	(10,941	)

	2001
(Dollars in Thousands)	Q1			Q2			Q3			Q4			Total

Net sales	$	90,931		$	92,056		$	77,714		$	71,370		$	332,071
Gross profit	8,946			11,907			9,779			5,702			36,334
Operating expenses	7,257			10,220			7,706			8,355			33,538
Income (loss) from operations	1,689			1,687			2,073			(2,653		)	2,796
Equity earnings of affiliates	120			70			28			32			250
Other expense(1)	(13,028		)	(6,765		)	(17,756		)	(12,487		)	(50,036		)
Net loss	(7,194		)	(4,951		)	(10,305		)	(10,704		)	(33,154		)

	2000
(Dollars in Thousands)	Q1			Q2			Q3			Q4			Total

Net sales	$	143,368		$	136,956		$	104,403		$	91,077		$	475,804
Gross profit	31,742			27,580			17,189			6,061			82,572
Operating expenses	8,400			9,915			6,435			8,099			32,849
Income (loss) from operations	23,342			17,665			10,754			(2,038		)	49,723
Equity earnings of affiliates	126			113			118			98			455
Other expense(1)	(10,776		)	(12,770		)	(12,920		)	(8,433		)	(44,899		)
Income (loss) before
extraordinary gain	7,361			2,906			(1,189		)	(8,160		)	918
Net income (loss)	7,361			2,906			(1,189		)	(6,565		)	2,513

(1) Included in other expense are interest income, interest expense, and other income (expense), net.

******

F-24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 1, 2003

	Accuride Corporation
	By:
		/s/ Terrence J. Keating
		Terrence J. Keating
		President and Chief Executive Officer

CERTIFICATION

I, Terrence J. Keating, certify that:

1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of Accuride Corporation (hereinafter, this “annual report”);

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: April 1, 2003

	/s/ Terrence J. Keating
Terrence J. Keating
President and Chief Executive Officer

CERTIFICATION

I, John R. Murphy, certify that:

1. I have reviewed this Amendment No. 1 to the annual report on Form 10-K/A of Accuride Corporation (hereinafter, this “annual report”);

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

Date: April 1, 2003

	/s/ John R. Murphy
John R. Murphy
Executive Vice President - Finance and Chief Financial Officer