##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

|           |  |                                                                                        
|---------- |  | ---------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                        
|x          |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the quarterly period ended April 30, 2003                                          

|  
|--
|or

|  |  |                                                                                                                                    
|- |  | -----------------------------------------------------------------------------------------------------------------------------------
|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: 000-50303



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HAYES LEMMERZ INTERNATIONAL, INC.(Exact name of registrant as specified in its charter)

|                                         |  |                    
|---------------------------------------- |  | -------------------
|Delaware                                 |  | 32-0072578         
|(State or other jurisdiction of          |  | (IRS Employer      
|incorporation or organization)           |  | Identification No.)
|                                         |  |                    
|15300 Centennial Drive                   |  | 48167              
|Northville, Michigan                     |  | (Zip Code)         
|(Address of principal executive offices) |  |                    

Registrants telephone number, including area code:
(734) 737-5000

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 x No o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 126-2 of the Act). Yes o No x

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Act subsequent
to the distributions of securities under a plan confirmed by a court. Yes x
No o

As of June 16, 2003, the number of shares of common stock outstanding of
Hayes Lemmerz International, Inc., (successor issuer to the Company upon
emergence from Chapter 11 bankruptcy on June 3, 2003), was 30,000,000 shares.

Website Access to Company Reports

Hayes Lemmerz International, Inc.s internet website address is
www.hayes-lemmerz.com. The Companys annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and any amendments to those
reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange
Act are available free of charge through the Companys website as soon as
reasonably practical after those reports are electronically filed with, or
furnished to, the Securities and Exchange Commission.





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TABLE OF CONTENTS



|                                                                                              |  |                                            |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- |  | ------------------------------------------ |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                                                                
|Item 1. Financial Statements                                                                 
|                                                                                              |  | Consolidated Statements of Operations     
|                                                                                              |  | Consolidated Balance Sheets               
|                                                                                              |  | Consolidated Statements of Cash Flows     
|                                                                                              |  | Notes to Consolidated Financial Statements
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                                                                   
|Item 1. Legal Proceedings                                                                    
|Item 2. Changes in Securities and Use of Proceeds                                            
|Item 3. Defaults upon Senior Securities                                                      
|Item 4. Submission of Matters to a Vote of Security Holders                                  
|Item 5. Other Information                                                                    
|Item 6. Exhibits and Reports on Form 8-K                                                     
|Signatures                                                                                   
|Certifications                                                                               
|Purchase Agreement, dated as of May 22, 2003                                                 
|Indenture, dated as of June 3, 2003                                                          
|Registration Rights Agreement, dtd as of 6/3/03                                              
|Exchange Agreement, dated as of June 3, 2003                                                 
|Amended and Restated Certificate of Incorporation                                            
|Credit Agreement, dated as of June 3, 2003                                                   
|Guaranty, dated as of June 3, 2003                                                           
|Pledge and Security Agreement, dated as of 6/3/03                                            
|Certification                                                                                
|Certification                                                                                



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##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

|                              |  |                                                                                       |  |      |  | 
|----------------------------- |  | ------------------------------------------------------------------------------------- |  | ---- |  | 
|                              |  |                                                                                       |  | Page | 
|                              |  |                                                                                       |  |      | 
|PART I. FINANCIAL INFORMATION
|Item 1.                       |  | Financial Statements                                                                 
|                              |  | Consolidated Statements of Operations                                                
|                              |  | Consolidated Balance Sheets                                                          
|                              |  | Consolidated Statements of Cash Flows                                                
|                              |  | Notes to Consolidated Financial Statements                                           
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition
and Results of Operations
|Item 3.                       |  | Quantitative and Qualitative Disclosures about Market Risk                           
|Item 4.                       |  | Controls and Procedures                                                              
|PART II. OTHER INFORMATION   
|Item 1.                       |  | Legal Proceedings                                                                    
|Item 2.                       |  | Changes in Securities and Use of Proceeds                                            
|Item 3.                       |  | Defaults upon Senior Securities                                                      
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                  
|Item 5.                       |  | Other Information                                                                    
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                     
|Signatures                    |  |                                                                                      
|Certifications                |  |                                                                                      

UNLESS OTHERWISE INDICATED, REFERENCES TO THE COMPANY MEAN HAYES LEMMERZ
INTERNATIONAL, INC., AND ITS SUBSIDIARIES AND REFERENCE TO A FISCAL YEAR MEANS
THE COMPANYS YEAR ENDED JANUARY 31 OF THE FOLLOWING YEAR (E.G., FISCAL 2003
MEANS THE PERIOD BEGINNING FEBRUARY 1, 2003, AND ENDING JANUARY 31, 2004).
THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 WITH RESPECT TO THE FINANCIAL
CONDITION, RESULTS OF OPERATIONS, AND BUSINESS OF THE COMPANY. THESE FORWARD
LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. NO ASSURANCE CAN
BE GIVEN THAT ANY OF SUCH MATTERS WILL BE REALIZED. FACTORS THAT MAY CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD
LOOKING STATEMENTS INCLUDE, AMONG OTHERS, THE FOLLOWING POSSIBILITIES: (1)
COMPETITIVE PRESSURE IN THE COMPANYS INDUSTRY INCREASES SIGNIFICANTLY; (2)
GENERAL ECONOMIC CONDITIONS ARE LESS FAVORABLE THAN EXPECTED; (3) THE COMPANYS
DEPENDENCE ON THE AUTOMOTIVE AND COMMERCIAL HIGHWAY INDUSTRIES (WHICH MAY BE
ADVERSELY AFFECTED BY A WEAKENING OF THE ECONOMY AND HAVE HISTORICALLY BEEN
CYCLICAL); (4) CHANGES IN THE FINANCIAL MARKETS AFFECTING THE COMPANYS
FINANCIAL STRUCTURE AND THE COMPANYS COST OF CAPITAL AND BORROWED MONEY; (5)
THE UNCERTAINTIES INHERENT IN INTERNATIONAL OPERATIONS AND FOREIGN CURRENCY
FLUCTUATIONS; AND (6) UNCERTAINTIES RELATING TO WAR IN THE MIDDLE EAST. THE
COMPANY HAS NO DUTY UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
TO UPDATE THE FORWARD LOOKING STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-Q
AND THE COMPANY DOES NOT INTEND TO PROVIDE SUCH UPDATES.

2



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##### Table of Contents






HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
(Debtor-in-Possession as of December 5, 2001)







CONSOLIDATED STATEMENTS OF OPERATIONS
(Millions of dollars, except share amounts)

|                                                                                                                                                                                    |                                                                                                        |                                      |       |                 |       |   |        |        |        |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ------------------------------------ | ----- | --------------- | ----- | - | ------ | ------ | ------ | -
|                                                                                                                                                                                    |                                                                                                        |                                      |       | Three Months    |      
|                                                                                                                                                                                    |                                                                                                        |                                      |       | Ended April 30, |      
|                                                                                                                                                                                    |                                                                                                        |                                      |       |                 |      
|                                                                                                                                                                                    |                                                                                                        |                                      |       | 2003            |       |   | 2002   |       
|                                                                                                                                                                                    |                                                                                                        |                                      |       |                 |       |   |        |       
|                                                                                                                                                                                    |                                                                                                        |                                      |       | (Unaudited)     |      
|Net sales                                                                                                                                                                           |                                                                                                        | $                                    | 515.3 |                 |       | $ | 486.7  |       
|Cost of goods sold                                                                                                                                                                  |                                                                                                        |                                      | 463.6 |                 |       |   | 441.6  |       
|                                                                                                                                                                                    |                                                                                                        |                                      |       |                 |       |  
|                                                                                                                                                                                    | Gross profit                                                                                           |                                      |       | 51.7            |       |   |        | 45.1   |       
|Marketing, general and administration                                                                                                                                               |                                                                                                        |                                      | 27.4  |                 |       |   | 27.6   |       
|Engineering and product development                                                                                                                                                 |                                                                                                        |                                      | 6.3   |                 |       |   | 5.0    |       
|Asset impairments and other restructuring charges                                                                                                                                   |                                                                                                        |                                      | 4.1   |                 |       |   | 7.2    |       
|Other income, net                                                                                                                                                                   |                                                                                                        |                                      | (0.5  | )               |       |   | (2.6   | )     
|Reorganization items                                                                                                                                                                |                                                                                                        |                                      | 13.1  |                 |       |   | 22.5   |       
|                                                                                                                                                                                    |                                                                                                        |                                      |       |                 |       |  
|                                                                                                                                                                                    | Earnings (loss) from operations                                                                        |                                      |       | 1.3             |       |   |        | (14.6  | )     
|Interest expense, net (excluding $28.7 million and
$28.7 million not accrued on liabilities subject to
compromise for the three months ended April 30, 2003
and 2002, respectively) |                                                                                                        |                                      | 17.0  |                 |       |   | 16.8   |       
|                                                                                                                                                                                    |                                                                                                        |                                      |       |                 |       |  
|                                                                                                                                                                                    | Loss before taxes on income, minority interest and cumulative
effect of change in accounting principle |                                      |       | (15.7           | )     |   |        | (31.4  | )     
|Income tax provision                                                                                                                                                                |                                                                                                        |                                      | 5.9   |                 |       |   | 0.9    |       
|                                                                                                                                                                                    |                                                                                                        |                                      |       |                 |       |  
|                                                                                                                                                                                    | Loss before minority interest and cumulative effect of
change in accounting principle                  |                                      |       | (21.6           | )     |   |        | (32.3  | )     
|Minority interest                                                                                                                                                                   |                                                                                                        |                                      | 1.0   |                 |       |   | 0.7    |       
|                                                                                                                                                                                    |                                                                                                        |                                      |       |                 |       |  
|                                                                                                                                                                                    | Loss before cumulative effect of change in
accounting principle                                        |                                      |       | (22.6           | )     |   |        | (33.0  | )     
|Cumulative effect of change in accounting principle,
net of tax of $0                                                                                                               |                                                                                                        |                                      |      |                 |       |   | (554.4 | )     
|                                                                                                                                                                                    |                                                                                                        |                                      |       |                 |       |  
|                                                                                                                                                                                    | Net loss                                                                                               |                                      | $     | (22.6           | )     |   | $      | (587.4 | )     
|                                                                                                                                                                                    |                                                                                                        |                                      |       |                 |       |  
|Basic and diluted net loss per share:                                                                                                                                               |                                                                                                        |                                      |       |                 |       |   |        |       
|                                                                                                                                                                                    | Loss before cumulative effect of change in
accounting principle                                        |                                      | $     | (0.79           | )     |   | $      | (1.16  | )     
|                                                                                                                                                                                    | Cumulative effect of change in accounting principle,
net of tax                                        |                                      |       |                |       |   |        | (19.49 | )     
|                                                                                                                                                                                    |                                                                                                        |                                      |       |                 |       |  
|                                                                                                                                                                                    |                                                                                                        | Basic and diluted net loss per share |       | $               | (0.79 | ) |        | $      | (20.65 | )
|                                                                                                                                                                                    |                                                                                                        |                                      |       |                 |       |  

See accompanying notes to consolidated financial statements.

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HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
(Debtor-in-Possession as of December 5, 2001)

CONSOLIDATED BALANCE SHEETS
(Millions of dollars, except share amounts)

|                                        |                                                                           |                                                                                                |                                             |                                       |     |             |         |          |             |          |   | 
|--------------------------------------- | ------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------- | ------------------------------------- | --- | ----------- | ------- | -------- | ----------- | -------- | - | 
|                                        |                                                                           |                                                                                                |                                             |                                       |     | April 30,   |         |          | January 31, |         
|                                        |                                                                           |                                                                                                |                                             |                                       |     | 2003        |         |          | 2003        |         
|                                        |                                                                           |                                                                                                |                                             |                                       |     |             |         |          |             |         
|                                        |                                                                           |                                                                                                |                                             |                                       |     | (Unaudited) |        
|                                        |                                                                           |                                                                                                |                                             | ASSETS                                |     |             |         |          |             |          |   | 
|Current assets:                         |                                                                           |                                                                                                |                                             |                                       |     |             |         |         
|                                        | Cash and cash equivalents                                                 |                                                                                                | $                                           | 69.8                                  |     |             | $       | 66.1     |            
|                                        | Receivables                                                               |                                                                                                |                                             | 307.5                                 |     |             |         | 276.6    |            
|                                        | Inventories                                                               |                                                                                                |                                             | 177.1                                 |     |             |         | 176.6    |            
|                                        | Prepaid expenses and other                                                |                                                                                                |                                             | 28.2                                  |     |             |         | 32.5     |            
|                                        |                                                                           |                                                                                                |                                             |                                       |     |            
|                                        |                                                                           |                                                                                                | Total current assets                        |                                       |     | 582.6       |         |          |             | 551.8    |  
|Property, plant and equipment, net      |                                                                           |                                                                                                | 948.5                                       |                                       |     |             | 951.2   |         
|Goodwill                                |                                                                           |                                                                                                | 193.4                                       |                                       |     |             | 191.3   |         
|Intangible assets                       |                                                                           |                                                                                                | 102.9                                       |                                       |     |             | 102.6   |         
|Other assets                            |                                                                           |                                                                                                | 52.8                                        |                                       |     |             | 49.7    |         
|                                        |                                                                           |                                                                                                |                                             |                                       |     |            
|                                        |                                                                           |                                                                                                | Total assets                                |                                       | $   | 1,880.2     |         |          | $           | 1,846.6  |  
|                                        |                                                                           |                                                                                                |                                             |                                       |     |            
|                                        |                                                                           |                                                                                                |                                             | LIABILITIES AND STOCKHOLDERS DEFICIT |     |             |         |          |             |          |   | 
|Current liabilities:                    |                                                                           |                                                                                                |                                             |                                       |     |             |         |         
|                                        | DIP facility                                                              |                                                                                                | $                                           | 61.4                                  |     |             | $       | 49.9     |            
|                                        | Bank borrowings and other notes                                           |                                                                                                |                                             | 13.8                                  |     |             |         | 15.8     |            
|                                        | Current portion of long-term debt                                         |                                                                                                |                                             | 41.5                                  |     |             |         | 40.1     |            
|                                        | Accounts payable and accrued liabilities                                  |                                                                                                |                                             | 285.3                                 |     |             |         | 268.7    |            
|                                        |                                                                           |                                                                                                |                                             |                                       |     |            
|                                        |                                                                           |                                                                                                | Total current liabilities                   |                                       |     | 402.0       |         |          |             | 374.5    |  
|Long-term debt, net of current portion  |                                                                           |                                                                                                | 58.9                                        |                                       |     |             | 61.9    |         
|Pension and other long-term liabilities |                                                                           |                                                                                                | 332.8                                       |                                       |     |             | 334.4   |         
|Minority interest                       |                                                                           |                                                                                                | 17.5                                        |                                       |     |             | 16.4    |         
|Liabilities subject to compromise       |                                                                           |                                                                                                | 2,154.0                                     |                                       |     |             | 2,133.8 |         
|Commitments and contingencies           |                                                                           |                                                                                                |                                             |                                       |     |             |         |         
|Stockholders deficit:                  |                                                                           |                                                                                                |                                             |                                       |     |             |         |         
|                                        | Preferred stock, 25,000,000 shares authorized, none issued
or outstanding |                                                                                                |                                             |                                      |     |             |         |         |            
|                                        | Common stock, par value $0.01 per share:                                  |                                                                                                |                                             |                                       |     |             |         |          |            
|                                        |                                                                           | Voting  authorized 99,000,000 shares; 27,708,419
shares issued; 25,806,969 shares outstanding |                                             |                                       | 0.3 |             |         |          | 0.3         |         
|                                        |                                                                           | Nonvoting  authorized 5,000,000 shares; 2,649,026 shares issued and
outstanding               |                                             |                                       |    |             |         |          |            |         
|                                        | Additional paid in capital                                                |                                                                                                |                                             | 235.1                                 |     |             |         | 235.1    |            
|                                        | Common stock in treasury at cost, 1,901,450 shares                        |                                                                                                |                                             | (25.7                                 | )   |             |         | (25.7    | )          
|                                        | Accumulated deficit                                                       |                                                                                                |                                             | (1,199.5                              | )   |             |         | (1,176.9 | )          
|                                        | Accumulated other comprehensive loss                                      |                                                                                                |                                             | (95.2                                 | )   |             |         | (107.2   | )          
|                                        |                                                                           |                                                                                                |                                             |                                       |     |            
|                                        |                                                                           |                                                                                                | Total stockholders deficit                 |                                       |     | (1,085.0    | )       |          |             | (1,074.4 | )
|                                        |                                                                           |                                                                                                |                                             |                                       |     |            
|                                        |                                                                           |                                                                                                | Total liabilities and stockholders deficit |                                       | $   | 1,880.2     |         |          | $           | 1,846.6  |  
|                                        |                                                                           |                                                                                                |                                             |                                       |     |            

See accompanying notes to consolidated financial statements.

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HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
(Debtor-in-Possession as of December 5, 2001)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions of dollars)

|                                                                                           |                                                                                  |                                          |                                                  |       |                 |       |        |       |       |       |  
|------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------- | ---------------------------------------- | ------------------------------------------------ | ----- | --------------- | ----- | ------ | ----- | ----- | ----- | -
|                                                                                           |                                                                                  |                                          |                                                  |       | Three Months    |      
|                                                                                           |                                                                                  |                                          |                                                  |       | Ended April 30, |      
|                                                                                           |                                                                                  |                                          |                                                  |       |                 |      
|                                                                                           |                                                                                  |                                          |                                                  |       | 2003            |       |        | 2002  |      
|                                                                                           |                                                                                  |                                          |                                                  |       |                 |       |        |       |      
|                                                                                           |                                                                                  |                                          |                                                  |       | (Unaudited)     |      
|Cash flows from operating activities:                                                      |                                                                                  |                                          |                                                  |       |                 |       |        |      
|Net loss                                                                                   |                                                                                  | $                                        | (22.6                                            | )     |                 | $     | (587.4 | )    
|Adjustments to reconcile net loss to net cash provided by
(used for) operating activities: |                                                                                  |                                          |                                                  |       |                 |       |        |      
|                                                                                           | Depreciation and amortization                                                    |                                          |                                                  | 34.8  |                 |       |        | 33.5  |      
|                                                                                           | Amortization of deferred financing fees                                          |                                          |                                                  | 1.5   |                 |       |        | 1.3   |      
|                                                                                           | Increase in deferred income taxes                                                |                                          |                                                  | 0.8   |                 |       |        |      |      
|                                                                                           | Asset impairments and other restructuring charges                                |                                          |                                                  | 4.1   |                 |       |        | 7.2   |      
|                                                                                           | Minority interest                                                                |                                          |                                                  | 1.0   |                 |       |        | 0.7   |      
|                                                                                           | Cumulative effect of change in accounting principle                              |                                          |                                                  |      |                 |       |        | 554.4 |      
|                                                                                           | Gain on sale of assets and businesses                                            |                                          |                                                  | (0.4  | )               |       |        | (1.6  | )    
|                                                                                           | Changes in operating assets and liabilities that increase
(decrease) cash flows: |                                          |                                                  |       |                 |       |        |       |      
|                                                                                           |                                                                                  | Receivables                              |                                                  |       | (26.0           | )     |        |       | (10.4 | )    
|                                                                                           |                                                                                  | Inventories                              |                                                  |       | 2.1             |       |        |       | (8.5  | )    
|                                                                                           |                                                                                  | Prepaid expenses and other               |                                                  |       | 3.9             |       |        |       | 1.0   |      
|                                                                                           |                                                                                  | Accounts payable and accrued liabilities |                                                  |       | 0.3             |       |        |       | 25.1  |      
|Chapter 11 items:                                                                          |                                                                                  |                                          |                                                  |       |                 |       |        |      
|                                                                                           |                                                                                  | Reorganization items                     |                                                  |       | 13.1            |       |        |       | 22.5  |      
|                                                                                           |                                                                                  | Interest accrued on Credit Agreement     |                                                  |       | 12.6            |       |        |       | 13.6  |      
|                                                                                           |                                                                                  | Payments related to Chapter 11 Filings   |                                                  |       | (8.0            | )     |        |       | (1.4  | )    
|                                                                                           |                                                                                  |                                          |                                                  |       |                 |      
|                                                                                           |                                                                                  |                                          | Cash provided by operating activities            |       |                 | 17.2  |        |       |       | 50.0  |  
|                                                                                           |                                                                                  |                                          |                                                  |       |                 |      
|Cash flows from investing activities:                                                      |                                                                                  |                                          |                                                  |       |                 |       |        |      
|                                                                                           | Purchase of property, plant, equipment and tooling                               |                                          |                                                  | (20.0 | )               |       |        | (22.4 | )    
|                                                                                           | Proceeds from sale of assets and businesses                                      |                                          |                                                  | 0.7   |                 |       |        | 6.7   |      
|                                                                                           | Cash paid for purchase of Wheland Foundry                                        |                                          |                                                  |      |                 |       |        | (2.1  | )    
|                                                                                           | Other, net                                                                       |                                          |                                                  | (0.1  | )               |       |        | (9.2  | )    
|                                                                                           |                                                                                  |                                          |                                                  |       |                 |      
|                                                                                           |                                                                                  |                                          | Cash used for investing activities               |       |                 | (19.4 | )      |       |       | (27.0 | )
|                                                                                           |                                                                                  |                                          |                                                  |       |                 |      
|Cash flows from financing activities:                                                      |                                                                                  |                                          |                                                  |       |                 |       |        |      
|                                                                                           | Changes in borrowings under DIP facility                                         |                                          |                                                  | 11.5  |                 |       |        | (1.0  | )    
|                                                                                           | Repayment of note payable                                                        |                                          |                                                  | (2.0  | )               |       |        |      |      
|                                                                                           | Changes in bank borrowings and revolving facility                                |                                          |                                                  | (5.6  | )               |       |        | (2.7  | )    
|                                                                                           |                                                                                  |                                          |                                                  |       |                 |      
|                                                                                           |                                                                                  |                                          | Cash provided by (used for) financing activities |       |                 | 3.9   |        |       |       | (3.7  | )
|                                                                                           |                                                                                  |                                          |                                                  |       |                 |      
|Effect of exchange rate changes on cash and cash
equivalents                               |                                                                                  |                                          | 2.0                                              |       |                 |       | (0.5   | )    
|                                                                                           |                                                                                  |                                          |                                                  |       |                 |      
|                                                                                           | Increase in cash and cash equivalents                                            |                                          |                                                  | 3.7   |                 |       |        | 18.8  |      
|Cash and cash equivalents at beginning of period                                           |                                                                                  |                                          | 66.1                                             |       |                 |       | 45.2   |      
|                                                                                           |                                                                                  |                                          |                                                  |       |                 |      
|Cash and cash equivalents at end of period                                                 |                                                                                  | $                                        | 69.8                                             |       |                 | $     | 64.0   |      
|                                                                                           |                                                                                  |                                          |                                                  |       |                 |      
|Supplemental data:                                                                         |                                                                                  |                                          |                                                  |       |                 |       |        |      
|                                                                                           | Cash paid for interest                                                           |                                          | $                                                | 3.1   |                 |       | $      | 2.8   |      
|                                                                                           | Cash paid for income taxes                                                       |                                          | $                                                | 0.5   |                 |       | $      | 1.5   |      

See accompanying notes to consolidated financial statements.

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HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES




Notes to Consolidated Financial Statements
Three Months Ended April 30, 2003 and 2002
(Unaudited)
(Millions of Dollars Unless Otherwise Stated)

(1) Business, Chapter 11 Filings and Emergence from Chapter 11

These financial statements should be read in conjunction with the
Companys Annual Report on Form 10-K for the fiscal year ended January 31, 2003
as filed with the Securities and Exchange Commission on April 2, 2003.

Description of Business

Unless otherwise indicated, references to Company mean Hayes Lemmerz
International, Inc. and its subsidiaries and references to fiscal year means
the Companys year commencing on February 1 of that year and ending on January
31 of the following year (e.g., fiscal 2003 refers to the period beginning
February 1, 2003 and ending January 31, 2004, fiscal 2002 refers to the
period beginning February 1, 2002 and ending January 31, 2003).

The Company is a leading supplier of wheels, wheel-end attachments,
aluminum structural components and automotive brake components. The Company is
the worlds largest manufacturer of automotive wheels. In addition, the
Company also designs and manufactures wheels and brake components for
commercial highway vehicles, and powertrain components and aluminum
non-structural components for the automotive, commercial highway, heating and
general equipment industries.

Chapter 11 Filings

On December 5, 2001, Hayes Lemmerz International, Inc., 30 of its
wholly-owned domestic subsidiaries and one wholly-owned Mexican subsidiary
(collectively, the Debtors) filed voluntary petitions for reorganization
relief (the Chapter 11 Filings or the Filings) under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the Bankruptcy Court). The Chapter 11 Filings are being jointly
administered, for procedural purposes only, before the Bankruptcy Court under
Case No. 01-11490-MFW.

On December 16, 2002, the Debtors filed a proposed joint plan of
reorganization with the Bankruptcy Court. On April 9, 2003, the Debtors filed
a modified first amended joint plan of reorganization (the Plan of
Reorganization) which received the requisite support from creditors authorized
to vote thereon.

The Debtors Plan of Reorganization provides for the cancellation of the
existing common stock of the Company and the issuance of cash, new common stock
in the reorganized Company and other property to certain creditors of the
Company in respect of certain classes of claims.

On January 31, 2002, the Debtors filed with the Bankruptcy Court schedules
and statements of financial affairs setting forth, among other things, the
assets and liabilities of the Debtors as shown on the Companys books and
records, subject to the assumptions contained in certain notes filed in
connection therewith. The Debtors subsequently amended the schedules and
statements on March 21, 2002 and July 12, 2002. All of the schedules are
subject to further amendment or modification. On March 26, 2002, the
Bankruptcy Court established June 3, 2002 as the deadline for filing proofs of
claim with the Bankruptcy Court. The Debtors mailed notice of the proof of
claim deadline to all known creditors. Differences between amounts scheduled
by the Debtors and claims by creditors currently are being investigated and
resolved in connection with the Debtors claims resolution process. Although
that process has commenced and is ongoing, in light of the number of creditors
of the Debtors and certain claims objection blackout periods, the claims
resolution process may take considerable time to complete. Accordingly, the
ultimate number and amount of allowed claims is not presently known and the
ultimate distribution with respect to allowed claims is not presently
ascertainable. On the Effective Date of the Plan of Reorganization, and at
certain times thereafter, the Debtors distributed, and will distribute, cash,
securities and other property in respect of certain classes of claims as
provided in the Plan of Reorganization.

In addition to the Plan of Reorganization, the Company filed a disclosure
statement with respect thereto in order to provide information sufficient to
enable holders of claims or interests to make an informed judgment about the
Plan of Reorganization. The disclosure statement set forth, among other
things, a summary of the proposed Plan of Reorganization, proposed
distributions that would be made to the Companys stakeholders under the
proposed Plan of Reorganization, certain effects of confirmation of the Plan of
Reorganization, and various risk factors associated with the Plan of
Reorganization and confirmation thereof. It also contains

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information regarding, among other matters, significant events that
occurred during the Companys Chapter 11 proceedings, the anticipated
organization, operation and financing of the reorganized Company, as well as
the confirmation process and the voting procedures holders of claims and/or
interests must follow for their votes to be counted.

Pursuant to American Institute of Certified Public Accountants (AICPA)
Statement of Position 90-7 Financial Reporting by Entities in Reorganization
under the Bankruptcy Code, (SOP 90-7), the accounting for the effects of the
reorganization will occur once a plan of reorganization is confirmed by the
Bankruptcy Court and there are no remaining contingencies material to
completing the implementation of the plan. The fresh start accounting
principles pursuant to SOP 90-7 provide, among other things, for the Company to
determine the value to be assigned to the equity of the reorganized Company as
of a date selected for financial reporting purposes. The accompanying
consolidated financial statements do not reflect: (a) the requirements of SOP
90-7 for fresh start accounting, (b) the realizable value of assets on a
liquidation basis or their availability to satisfy liabilities; (c) aggregate
pre-petition liability amounts that may be allowed for unrecorded claims or
contingencies, or their status or priority; (d) the effect of any changes to
the Debtors capital structure or in the Debtors business operations as the
result of an approved plan of reorganization; or (e) adjustments to the
carrying value of assets (including goodwill and other intangibles) or
liability amounts that may be necessary as the result of future actions by the
Bankruptcy Court.

On May 30, 2002, the Bankruptcy Court entered an order approving, among
other things, the critical employee retention plan (the CERP) filed with the
Bankruptcy Court in February 2002 which was designed to compensate certain
critical employees in order to assure their retention and availability during
the Companys restructuring. The plan has two components which will (i) reward
critical employees who remain with the Company (and certain affiliates of the
Company who are not directly involved in the restructuring) during and through
the completion of the restructuring (the Retention Bonus) and (ii) provide
additional incentives to a more limited group of the most senior critical
employees if the enterprise value upon completing the restructuring exceeds an
established baseline (the Restructuring Performance Bonus).

The maximum possible aggregate amount of Retention Bonus is approximately
$8.5 million and is payable in cash upon the consummation of the restructuring.
Pursuant to plan provisions, thirty-five percent, or approximately $3.0
million, of such Retention Bonus was paid on October 1, 2002. The
Restructuring Performance Bonus will be payable as soon as reasonably
practicable after the consummation of the restructuring. Up to 50% of the
amount by which a Restructuring Performance Bonus exceeds a participants
Retention Bonus may be paid in restricted shares or units of any common stock
of the Company that is issued as part of the confirmed Plan of Reorganization
in connection with the restructuring, if the Companys Board of Directors
elects, within the time period specified in the plan.

As of April 30, 2003, there were $61.4 million of outstanding borrowings
and $5.0 million in letters of credit issued under the Companys
Debtor-In-Possession revolving credit facility (the DIP Facility).

Reorganization items for the three months ended April 30, 2003 and 2002,
respectively, as reported in the consolidated statements of operations included
herein are comprised of income, expense and loss items that were realized or
incurred by the Debtors as a direct result of the Companys decision to
reorganize under Chapter 11. During the three months ended April 30, 2003 and
2002, respectively, reorganization items were as follows (millions of dollars):

|                                                                          |       |   |      |      |  |      |      |      | 
|------------------------------------------------------------------------- | ----- | - | ---- | ---- |  | ---- | ---- | ---- | 
|                                                                          |       |   | 2003 |      |  | 2002 |     
|                                                                          |       |   |      |      |  |      |     
|Critical employee retention plan provision                                |       | $ | 1.3  |      |  | $    | 2.5  |     
|Estimated accrued liability for rejected prepetition
leases and contracts |       |   |     |      |  |      | 12.5 |     
|Professional fees related to the Filing                                   |       |   | 11.5 |      |  |      | 7.6  |     
|Other                                                                     |       |   | 0.3  |      |  |      | (0.1 | )   
|                                                                          |       |   |      |      |  |     
|                                                                          | Total |   | $    | 13.1 |  |      | $    | 22.5 | 
|                                                                          |       |   |      |      |  |     

Cash payments with respect to such reorganization items consisted
primarily of professional fees and were approximately $8.0 million during the
first quarter of fiscal 2003 and $1.4 million during the first quarter of
fiscal 2002.

The condensed financial statements of the Debtors are presented in Note
(12).

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Emergence from Chapter 11

On June 3, 2003 (the Effective Date), Hayes Lemmerz International, Inc.
and each of the 27 Debtors proposing the Plan of Reorganization emerged from
Chapter 11 proceedings pursuant to the Plan of Reorganization, which was
confirmed by an order of the
Bankruptcy Court on May 12, 2003, which order has become final and
non-appealable. The following five Debtors were not proponents of the Plan of
Reorganization and are not subject to the terms thereof: HLI Netherlands
Holdings, Inc., CMI  Quaker Alloy, Inc., Hayes Lemmerz Funding Company, LLC,
Hayes Lemmerz Funding Corporation, and Hayes Lemmerz International Import, Inc.
(collectively, the Non-reorganizing Debtors). On June 3, 2003, the
Bankruptcy Court entered an order dismissing the Chapter 11 Filings of the
Non-reorganizing Debtors.

Pursuant to the Plan of Reorganization, the Company caused the formation
of (i) a new holding company, HLI Holding Company, Inc., a Delaware corporation
(HoldCo), (ii) HLI Parent Company, Inc., a Delaware corporation and a wholly
owned subsidiary of HoldCo (ParentCo), and (iii) HLI Operating Company, Inc,
a Delaware corporation and a wholly owned subsidiary of ParentCo (HLI). On
the Effective Date, (i) HoldCo was renamed Hayes Lemmerz International, Inc.
(New Hayes), (ii) New Hayes contributed to ParentCo 30,0000,000 shares of its
common stock, par value $.01 per share (the New Common Stock), 957,447 series
A warrants and 957,447 series B warrants to acquire New Common Stock of New
Hayes (the Series A Warrants and Series B Warrants, respectively), (iii)
ParentCo in turn contributed such shares of New Common Stock and Series A
Warrants and Series B Warrants to HLI and (iv) pursuant to an Agreement and
Plan of Merger, dated as of June 3, 2003 (the Merger Agreement), between the
Company and HLI, the Company was merged with and into HLI (the Merger), with
HLI continuing as the surviving corporation.

Pursuant to the Plan of Reorganization and as a result of the Merger, all
of the issued and outstanding shares of common stock, par value $.01 per share,
of the Company (the Old Common Stock), and any other outstanding equity
securities of the Company, including all options and warrants, were cancelled.
Promptly following the Merger, HLI distributed to certain holders of allowed
claims, under the terms of the Plan of Reorganization, an amount in cash, the
New Common Stock, the Series A Warrants, the Series B Warrants and the
Preferred Stock (as defined below). Prior to the Merger, the Old Common Stock
was registered pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the Exchange Act). In reliance on Rule 12g-3(a) of the
Exchange Act, by virtue of the status of New Hayes as a successor issuer to the
Company, the New Common Stock is deemed registered under Section 12(g) of the
Exchange Act. The Company filed a Form 15 with the SEC to terminate the
registration of the Old Common Stock under the Exchange Act.

Pursuant to the terms of the Plan of Reorganization, HLI issued 100,000
shares of Series A Exchangeable Preferred Stock, par value $1.00, of HLI (the
Preferred Stock) to the holders of certain allowed claims. In accordance
with the terms of the Preferred Stock, the shares of Preferred Stock are, at
the holders option, exchangeable into a number of fully paid and nonassessable
shares of New Common Stock equal to (i) the aggregate liquidation preference
of the shares of Preferred Stock so exchanged ($100 per share plus all accrued
and unpaid dividends thereon (whether or not declared) to the exchange date)
divided by (ii) 125% of the Emergence Share Price. As determined pursuant to
the terms of the Plan of Reorganization, the Emergence Share Price is $18.50.

In connection with the Debtors emergence from Chapter 11, on the
Effective Date, HLI entered into a $550.0 million senior secured credit
facility (the New Credit Facility), with Citigroup Global Markets, Inc. and
Lehman Brothers, Inc., as the exclusive joint book-running lead managers and
joint lead arrangers, Citicorp North America, Inc., as a lender and the
administrative agent, Lehman Commercial Paper Inc., as a lender and the
syndication agent, and a group of other lenders. The New Credit Facility
consists of a $450.0 million six-year amortizing term loan (the New Term
Loan) and a five-year $100.0 million revolving credit facility. In addition,
HLI issued on the Effective Date an aggregate of $250.0 million principal
amount of 10-1/2% senior notes due 2010 (the New Senior Notes). The proceeds
from the initial $450.0 million of borrowings under the New Credit Facility and
the net proceeds from the New Senior Notes were used to make payments required
under the Plan of Reorganization, including the repayment of the Companys DIP
Facility and a payment of $477.3 million to the lenders under the Prepetition
Credit Agreement (as defined below), to pay related transaction costs and to
refinance certain debt.

Following emergence from Chapter 11, the Company expects to pay the
Restructuring Performance Bonus under the CERP in an aggregate amount equal to
$12.1 million, based on the Companys compromise total enterprise value of
$1,250.0 million as confirmed by the Bankruptcy Court. The aggregate amount of
the Restructuring Performance Bonus has not been accrued as of April 30, 2003. See Note (3), Fresh Start Accounting Pro Forma Information.

In addition, upon emergence from Chapter 11, the Company implemented fresh
start accounting principles pursuant to SOP 90-7. See Note (3), Fresh Start
Accounting Pro Forma Information.

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(2) Basis of Presentation and Stock-Based Compensation

Basis of Presentation

As discussed in Note (1), the Company filed a voluntary petition for
reorganization relief under Chapter 11 of the Bankruptcy Code in December 2001.
As further discussed in Note (1), the Debtors emerged from bankruptcy on June
3, 2003. The accompanying consolidated financial statements have been
prepared in accordance with SOP 90-7 and on a going concern basis and,
accordingly, do not reflect any adjustments under fresh start accounting that
result from the Companys emergence. (See Note (3), Fresh Start Accounting Pro
Forma Information). Continuing as a going concern contemplates continuity of
operations, realization of assets, and payment of liabilities in the ordinary
course of business. The accompanying consolidated financial statements do not
reflect adjustments that might result if the Company is unable to continue as a
going concern. The Companys recent history of significant losses, deficit in
stockholders equity and issues related to non-compliance with debt covenants,
raise substantial doubt about the Companys ability to continue as a going
concern. Continuing as a going concern is dependent upon, among other things,
the success of future business operations and the generation of sufficient cash
from operations and financing sources to meet the Companys obligations. SOP
90-7 requires the segregation of liabilities subject to compromise by the
Bankruptcy Court as of the bankruptcy filing date, and identification of all
transactions and events that are directly associated with the reorganization of
the Company.

The Companys unaudited interim consolidated financial statements do not
include all of the disclosures required by accounting principles generally
accepted in the United States of America for annual financial statements. In
the opinion of management, all adjustments considered necessary for a fair
presentation of the interim period results have been included. Operating
results for interim periods are not necessarily indicative of the results that
may be expected for full fiscal years.

Certain prior period amounts have been reclassified to conform to the
current year presentation.

Stock-Based Compensation

The Company accounts for its stock option plan in accordance with the
provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting
for Stock Issued to Employees, and related interpretations. As such,
compensation expense is recorded on the date of grant only if the current
market price of the underlying stock exceeds the exercise price. The Company
follows the provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, and discloses pro forma net income (loss) and pro forma earnings
(loss) per share as if employee stock option grants were treated as
compensation expense using the fair-value-based method defined in SFAS No. 123.

In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure, an amendment of FASB
Statement No. 123. This Statement amends SFAS No. 123, Accounting for Stock
Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value method of accounting for stock-based
employee compensation. In addition, SFAS No. 148 amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual
and interim financial statements.

No stock options were granted in fiscal 2003 or 2002. If compensation
cost had been determined based on the fair value at the grant dates consistent
with the method prescribed in SFAS No. 123, the Companys net loss and loss per
share would have been adjusted to the pro forma amounts below:

|                                  |             |  |                 |       |   |                 |   |        |  
|--------------------------------- | ----------- |  | --------------- | ----- | - | --------------- | - | ------ | -
|                                  |             |  | Three Months    |       |   | Three Months    |  
|                                  |             |  | Ended April 30, |       |   | Ended April 30, |  
|                                  |             |  | 2003            |       |   | 2002            |  
|                                  |             |  |                 |       |   |                 |  
|Net loss (millions):              |             |  |                 |       |   |                 |   |       
|                                  | As reported |  | $               | (22.6 | ) |                 | $ | (587.4 | )
|                                  | Pro forma   |  |                 | (22.6 | ) |                 |   | (587.4 | )
|Basis and diluted loss per share: |             |  |                 |       |   |                 |   |       
|                                  | As reported |  | $               | (0.79 | ) |                 | $ | (20.65 | )
|                                  | Pro forma   |  |                 | (0.79 | ) |                 |   | (20.65 | )

(3) Fresh Start Accounting Pro Forma Information

As discussed in Note (1), the Debtors emerged from Chapter 11 on June 3,
2003 and the Company has selected May 31, 2003 for financial reporting purposes
as the date to implement the fresh start accounting principles pursuant to SOP
90-7.

Pursuant to SOP 90-7, the results of operations of the Company prior to
May 31, 2003 will include (i) a pre-emergence extraordinary gain of
approximately $1.1 billion resulting from the discharge of liabilities under
the Plan of Reorganization; (ii) pre-emergence charges to earnings to be
recorded as Reorganization items resulting from certain costs and expenses
resulting from the

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Plan of Reorganization becoming effective; and (iii) a pre-emergence
adjustment to earnings resulting from the aggregate remaining changes to the
net carrying value of our pre-emergence assets and liabilities to reflect the
fair values under fresh start accounting.

The Companys compromise total enterprise value is $1,250.0 million, with
a total value for common equity of $544.4 million, excluding the estimated fair
value of the Preferred Stock, Series A Warrants and Series B Warrants issued on
the Effective Date. Under fresh start accounting, the compromise total
enterprise value will be allocated to the Companys assets based on their
respective fair values in conformity with the purchase method of accounting for
business combinations; any portion not attributed to specific tangible or
identified intangible assets will be an indefinite-lived intangible asset
referred to as reorganization value in excess of amounts allocable to
identifiable assets and reported as goodwill. The valuations required to
determine the fair value of the Companys assets as presented below represent
the preliminary results of the valuation procedures performed by the Companys
valuation specialist. Such valuation specialist is updating the valuation of
certain of the Companys assets as of May 31, 2003. Accordingly, the
adjustments reflected below are preliminary and subject to further revisions
and adjustments, pending an update based on such updated valuations, actual
amounts and applicable economic conditions as of May 31, 2003. The Companys
actual fresh start accounting adjustments may vary significantly from those
presented below.

The unaudited pro forma consolidated balance sheet presented below gives
effect to the Plan of Reorganization as if the Effective Date had occurred on
April 30, 2003.

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HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
(Debtor-in-Possession as of December 5, 2001)

PRO FORMA REORGANIZED CONDENSED CONSOLIDATED BALANCE SHEET
AS OF APRIL 30, 2003
(Unaudited)

|                                               |                                          |                                                      |         |          |             |   |          |                |           |   |    |         |   |  |             |           |         |  | 
|---------------------------------------------- | ---------------------------------------- | ---------------------------------------------------- | ------- | -------- | ----------- | - | -------- | -------------- | --------- | - | -- | ------- | - |  | ----------- | --------- | ------- |  | 
|                                               |                                          |                                                      |         |          |             |   |          |                | Pro Forma |   |    |         |   |  |             | Pro Forma |        
|                                               |                                          |                                                      |         |          | April 30,   |   |          | Reorganization |           |   |    |         |   |  | Reorganized |          
|ASSETS                                         |                                          | 2003                                                 |         |          | Adjustments |   |          |                |           |   |    | Balance |  
|                                               |                                          |                                                      |         |          |             |   |          |                |           |   |    |         |  
|Current assets:                                |                                          |                                                      |         |          |             |   |          |                |           |   |    |         |   |  |             |          
|                                               | Cash and cash equivalents                |                                                      | $       | 69.8     |             |   | $        | 15.5           |           |   |    | (a      | ) |  | $           | 85.3      |        
|                                               | Receivables                              |                                                      |         | 307.5    |             |   |          |               |           |   |    |         |   |  |             | 307.5     |        
|                                               | Inventories                              |                                                      |         | 177.1    |             |   |          | 5.2            |           |   |    | (b      | ) |  |             | 182.3     |        
|                                               | Prepaid expenses and other               |                                                      |         | 28.2     |             |   |          |               |           |   |    |         |   |  |             | 28.2      |        
|                                               |                                          |                                                      |         |          |             |   |          |                |           |   |    |         |  
|                                               |                                          | Total current assets                                 |         |          | 582.6       |   |          |                | 20.7      |   |    |         |   |  |             |           | 603.3   | 
|Property, plant, equipment and tooling, net    |                                          |                                                      | 976.9   |          |             |   | (47.0    | )              |           |   | (c | )       |   |  | 929.9       |          
|Old goodwill                                   |                                          |                                                      | 193.4   |          |             |   | (193.4   | )              |           |   | (d | )       |   |  |            |          
|New goodwill                                   |                                          |                                                      |        |          |             |   | 280.2    |                |           |   | (e | )       |   |  | 280.2       |          
|Intangible assets                              |                                          |                                                      | 102.9   |          |             |   | 123.1    |                |           |   | (f | )       |   |  | 226.0       |          
|Other assets                                   |                                          |                                                      | 24.4    |          |             |   | 18.2     |                |           |   | (g | )       |   |  | 42.6        |          
|                                               |                                          |                                                      |         |          |             |   |          |                |           |   |    |         |  
|                                               |                                          | Total assets                                         |         | $        | 1,880.2     |   |          | $              | 201.8     |   |    |         |   |  |             | $         | 2,082.0 | 
|                                               |                                          |                                                      |         |          |             |   |          |                |           |   |    |         |  
|LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT) |                                          |                                                      |         |          |             |   |          |                |           |   |    |         |   |  |             |          
|Current liabilities:                           |                                          |                                                      |         |          |             |   |          |                |           |   |    |         |   |  |             |          
|                                               | DIP facility                             |                                                      | $       | 61.4     |             |   |          | (61.4          | )         |   |    | (h      | ) |  | $           |          |        
|                                               | Bank borrowings and other notes          |                                                      |         | 13.8     |             |   |          | (13.8          | )         |   |    | (h      | ) |  |             |          |        
|                                               | Current portion of long-term debt        |                                                      |         | 41.5     |             |   |          | (37.6          | )         |   |    | (h      | ) |  |             | 3.9       |        
|                                               | Accounts payable and accrued liabilities |                                                      |         | 285.3    |             |   |          | 26.4           |           |   |    | (i      | ) |  |             | 311.7     |        
|                                               |                                          |                                                      |         |          |             |   |          |                |           |   |    |         |  
|                                               |                                          | Total current liabilities                            |         |          | 402.0       |   |          |                | (86.4     | ) |    |         |   |  |             |           | 315.6   | 
|Long-term debt, net of current portion         |                                          |                                                      | 58.9    |          |             |   | (32.1    | )              |           |   | (h | )       |   |  | 26.8        |          
|Capitalized synthetic leases                   |                                          |                                                      |        |          |             |   | 30.0     |                |           |   | (j | )       |   |  | 30.0        |          
|New Term Loan                                  |                                          |                                                      |        |          |             |   | 450.0    |                |           |   | (j | )       |   |  | 450.0       |          
|New Senior Notes                               |                                          |                                                      |        |          |             |   | 250.0    |                |           |   | (j | )       |   |  | 250.0       |          
|Pension and other long-term liabilities        |                                          |                                                      | 332.8   |          |             |   | 95.0     |                |           |   | (k | )       |   |  | 427.8       |          
|Series A Warrants and Series B Warrants        |                                          |                                                      |        |          |             |   | 9.9      |                |           |   | (j | )       |   |  | 9.9         |          
|Redeemable preferred stock of subsidiary       |                                          |                                                      |        |          |             |   | 10.0     |                |           |   | (j | )       |   |  | 10.0        |          
|Minority interest                              |                                          |                                                      | 17.5    |          |             |   |         |                |           |   |    |         |   |  | 17.5        |          
|Liabilities subject to compromise              |                                          |                                                      | 2,154.0 |          |             |   | (2,154.0 | )              |           |   | (l | )       |   |  |            |          
|Commitments and contingencies                  |                                          |                                                      |         |          |             |   |          |                |           |   |    |         |   |  |             |          
|Stockholders equity (deficit):                |                                          |                                                      |         |          |             |   |          |                |           |   |    |         |   |  |             |          
|                                               | New common stock                         |                                                      |         |         |             |   |          | 0.3            |           |   |    | (j      | ) |  |             | 0.3       |        
|                                               | Additional paid-in capital (new)         |                                                      |         |         |             |   |          | 544.1          |           |   |    | (j      | ) |  |             | 544.1     |        
|                                               | Old common stock                         |                                                      |         | 0.3      |             |   |          | (0.3           | )         |   |    | (d      | ) |  |             |          |        
|                                               | Additional paid in capital (old)         |                                                      |         | 235.1    |             |   |          | (235.1         | )         |   |    | (d      | ) |  |             |          |        
|                                               | Common stock in treasury at cost         |                                                      |         | (25.7    | )           |   |          | 25.7           |           |   |    | (d      | ) |  |             |          |        
|                                               | Accumulated deficit                      |                                                      |         | (1,199.5 | )           |   |          | 1,199.5        |           |   |    | (d      | ) |  |             |          |        
|                                               | Accumulated other comprehensive loss     |                                                      |         | (95.2    | )           |   |          | 95.2           |           |   |    | (d      | ) |  |             |          |        
|                                               |                                          |                                                      |         |          |             |   |          |                |           |   |    |         |  
|                                               |                                          | Total stockholders equity (deficit)                 |         |          | (1,085.0    | ) |          |                | 1,629.4   |   |    |         |   |  |             |           | 544.4   | 
|                                               |                                          |                                                      |         |          |             |   |          |                |           |   |    |         |  
|                                               |                                          | Total liabilities and stockholders equity (deficit) |         | $        | 1,880.2     |   |          | $              | 201.8     |   |    |         |   |  |             | $         | 2,082.0 | 
|                                               |                                          |                                                      |         |          |             |   |          |                |           |   |    |         |  

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Adjustments reflected in the pro forma reorganized condensed consolidated
balance sheet are as follows:



| | a) |  | Represents adjustment to reflect a portion of the proceeds from the
New Senior Notes and the New Credit Facility, net of a $13.0 million
cash payment to former holders of the Companys 11 7/8% senior notes due
2006 (the Old Senior Notes).                                                                                                                                                                                                                                                                                                                         
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | Represents adjustment to reflect the increase in the fair value of
inventory to include an estimate of manufacturing profit under
fresh-start accounting.                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | c) |  | Represents adjustments of $101.0 million to reflect the estimated
decrease of property, plant, equipment and tooling to fair value based
on preliminary results of valuation procedures performed by the
Companys valuation specialist. This decrease is offset by
capitalization of approximately $54.0 million of assets resulting from
repayment or refinancing of certain synthetic leases. The actual
adjustment under fresh-start accounting as updated by the Companys
valuation specialist as of the Effective Date could differ materially
from this estimate.
|
| | d) |  | Represents elimination of pre-emergence goodwill, equity accounts and
retained earnings under fresh-start accounting.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | e) |  | Goodwill resulting from the excess of reorganization value over the
fair value of estimated net assets is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|                                                                                        |                                                                 |   |         |        |  
|--------------------------------------------------------------------------------------- | --------------------------------------------------------------- | - | ------- | ------ | -
|Total
compromise enterprise value                                                       |                                                                 | $ | 1,250.0 |       
|Amounts allocable to fair values under fresh-start accounting:                          |                                                                 |   |         |       
|                                                                                        | Cash and cash equivalents                                       |   |         | 85.3   |  
|                                                                                        | Accounts receivable                                             |   |         | 307.5  |  
|                                                                                        | Inventory                                                       |   |         | 182.3  |  
|                                                                                        | Prepaid expenses and other current assets                       |   |         | 28.2   |  
|                                                                                        | Property, plant, equipment and tooling, net                     |   |         | 929.9  |  
|                                                                                        | Intangible assets                                               |   |         | 226.0  |  
|                                                                                        | Other assets                                                    |   |         | 42.6   |  
|                                                                                        | Current liabilities excluding current portion of long-term debt |   |         | (311.7 | )
|                                                                                        | Pension and other long-term liabilities                         |   |         | (427.8 | )
|                                                                                        | Excess cash borrowings under New Term Loan                      |   |         | (25.0  | )
|                                                                                        | Capitalized synthetic leases                                    |   |         | (30.0  | )
|                                                                                        | Debt of foreign subsidiaries                                    |   |         | (20.0  | )
|                                                                                        | Minority interest                                               |   |         | (17.5  | )
|                                                                                        |                                                                 |   |        
|Reorganization value in excess of value of identifiable assets
reported as new goodwill |                                                                 | $ | 280.2   |       
|                                                                                        |                                                                 |   |        



| | f) |  | Represents adjustment of $123.1 million to reflect the estimated fair
value of identified intangible assets based on preliminary results of valuation procedures performed by the Companys valuation specialist.
The actual adjustment under fresh-start accounting as updated by the
Companys valuation specialist as of the Effective Date could differ
materially from this estimate.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | g) |  | Represents adjustment to other assets consisting of the following:                                                                                                                                                                                                                                                                                                                        

|                                                              |  |   |      |  
|------------------------------------------------------------- |  | - | ---- | -
|Estimated fees and expenses of the New Credit Facility        |  | $ | 13.9 |  
|Estimated fees, expenses and discount of the New Senior Notes |  |   | 7.2  |  
|Reclassification of intangible pension asset (see note k)     |  |   | (2.8 | )
|Write off of DIP Facility
deferred financing costs            |  |   | (0.1 | )
|                                                              |  |   |     
|Net adjustment to other assets                                |  | $ | 18.2 |  
|                                                              |  |   |     



| | h) |  | Represents repayment of the DIP Facility and repayment of certain
outstanding debt of foreign subsidiaries on the Effective Date.
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------

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| | i) |  | Represents accrual or settlement of liabilities upon emergence under
the Plan of Reorganization as follows:
| | -- |  | -----------------------------------------------------------------------------------------------------------

|                                                                                                                                     |                                                            |   |      |      | 
|------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------- | - | ---- | ---- | 
|Accrual of contingent professional fees                                                                                              |                                                            | $ | 8.5  |     
|Accrual of the estimated portion (assumed to be 50%) of the
Restructuring Performance Bonus component of the CERP to be
paid in cash |                                                            |   | 6.0  |     
|Deferral of cure payments for assumed contracts and other
priority and administrative claims                                         |                                                            |   | 11.9 |     
|                                                                                                                                     |                                                            |   |     
|                                                                                                                                     | Net adjustment to accounts payable and accrued liabilities |   | $    | 26.4 | 
|                                                                                                                                     |                                                            |   |     

Following emergence, the Company expects to use cash on hand
or proceeds of borrowings under the revolving credit facility included in the New Credit Facility
to fund approximately $26.4 million of additional payments contemplated in the Plan of
Reorganization, including payments related to the Restructuring Performance Bonus,
payments of contingent professional fees, cure payments for assumed contracts and other
priority and administrative claims.



| | j) |  | Represents new capitalization structure after giving effect to the
Plan of Reorganization as follows:
| | -- |  | -----------------------------------------------------------------------------------------------------

|                                                                  |                                |                                              |         |       |       | 
|----------------------------------------------------------------- | ------------------------------ | -------------------------------------------- | ------- | ----- | ----- | 
|Total compromise enterprise value                                 |                                | $                                            | 1,250.0 |      
|Borrowings under the New Term Loan                                |                                |                                              | (450.0  | )    
|Issuance of the New Senior Notes                                  |                                |                                              | (250.0  | )    
|Capitalized synthetic leases                                      |                                |                                              | (30.0   | )    
|Capital lease obligations                                         |                                |                                              | (10.7   | )    
|Estimated fair value of Series A Warrants and Series B Warrants   |                                |                                              | (9.9    | )    
|Estimated fair value of New Preferred Stock at the Effective Date |                                |                                              | (10.0   | )    
|Debt of foreign subsidiaries                                      |                                |                                              | (20.0   | )    
|Excess cash proceeds borrowed upon Effective Date                 |                                |                                              | 75.0    |      
|                                                                  |                                |                                              |        
|                                                                  |                                | Estimated equity value at the Effective Date |         | $     | 544.4 | 
|                                                                  |                                |                                              |        
|Estimated equity value recorded as:                               |                                |                                              |         |      
|                                                                  | New Common Stock               |                                              |         | 0.3   |      
|                                                                  | New additional paid-in capital |                                              | $       | 544.1 |      
|                                                                  |                                |                                              |        
|                                                                  |                                | $                                            | 544.4   |      
|                                                                  |                                |                                              |        



| | k) |  | To reflect the additional liability of $97.8 million under
fresh-start accounting for any pension and retiree medical plan costs,
net of reclassification of an intangible pension asset of
$2.8 million, as determined by the Companys actuaries. This net additional liability
had been deferred pre-emergence in accordance with Statement of
Financial Accounting Standards (SFAS) Nos. 87 and 106. The actual
adjustment under fresh-start accounting as updated by the Companys
actuaries as of the Effective Date could differ materially from this
estimate.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | l) |  | Represents the elimination of pre-petition liabilities discharged
under the Plan of Reorganization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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(4) Inventories

The major classes of inventory are as follows:

|                         |       |   |           |       |  |             |      |       | 
|------------------------ | ----- | - | --------- | ----- |  | ----------- | ---- | ----- | 
|                         |       |   | April 30, |       |  | January 31, |     
|                         |       |   | 2003      |       |  | 2003        |     
|                         |       |   |           |       |  |             |     
|Raw materials            |       | $ | 50.6      |       |  | $           | 48.3 |      
|Work-in-process          |       |   | 33.2      |       |  |             | 36.5 |      
|Finished goods           |       |   | 57.2      |       |  |             | 56.2 |      
|Spare parts and supplies |       |   | 36.1      |       |  |             | 35.6 |      
|                         |       |   |           |       |  |            
|                         | Total |   | $         | 177.1 |  |             | $    | 176.6 | 
|                         |       |   |           |       |  |            

(5) Property, Plant and Equipment

The major classes of property, plant and equipment are as follows:

|                         |                                    |   |           |       |  |             |         |       | 
|------------------------ | ---------------------------------- | - | --------- | ----- |  | ----------- | ------- | ----- | 
|                         |                                    |   | April 30, |       |  | January 31, |        
|                         |                                    |   | 2003      |       |  | 2003        |        
|                         |                                    |   |           |       |  |             |        
|Land                     |                                    | $ | 31.2      |       |  | $           | 30.4    |      
|Buildings                |                                    |   | 259.7     |       |  |             | 256.0   |      
|Machinery and equipment  |                                    |   | 1,150.6   |       |  |             | 1,134.5 |      
|                         |                                    |   |           |       |  |            
|                         |                                    |   | 1,441.5   |       |  |             | 1,420.9 |      
|Accumulated depreciation |                                    |   | (493.0    | )     |  |             | (469.7  | )    
|                         |                                    |   |           |       |  |            
|                         | Property, plant and equipment, net |   | $         | 948.5 |  |             | $       | 951.2 | 
|                         |                                    |   |           |       |  |            

(6) Goodwill and Other Intangible Assets

Effective February 1, 2002, the Company adopted SFAS No. 142, Goodwill
and Other Intangible Assets. SFAS No. 142 requires that goodwill and
indefinite-lived intangible assets be reviewed for impairment annually, rather
than amortized into earnings. Any impairment to the amount of goodwill existing
at the date of adoption is to be recognized as a cumulative effect of a change
in accounting principle on that date.

Upon adoption, the Company discontinued amortizing goodwill and
indefinite-lived intangible assets into earnings. In connection with the
transitional provisions of the Statement, the Company performed an assessment
of whether there was an indication that goodwill was impaired as of the
adoption date. To accomplish this, the Company determined the carrying value of
each of its reporting units (i.e., one step below the segment level) by
assigning the assets and liabilities, including existing goodwill and
intangible assets, to the reporting units on February 1, 2002. As of that date,
the Company had unamortized goodwill and other indefinite-lived intangibles of
approximately $758.7 million that were subject to the transition provisions of
SFAS No. 142. The Company determined the fair value of each reporting unit and
compared those fair values to the carrying values of each reporting unit. To
the extent the carrying amount of a reporting unit exceeded the fair value of
the reporting unit (indicating that goodwill may be impaired), the Company
performed the second step of the transitional impairment test. This test was
required for five reporting units.

In the second step, the Company compared the implied fair value of the
reporting units goodwill with the carrying value of that goodwill, both of
which were measured at the adoption date. The implied fair value of goodwill
was determined by allocating the fair value of the reporting units to all of
the assets (both recognized and unrecognized) and liabilities of the reporting
units in a similar manner to a purchase price allocation in accordance with
SFAS No. 141, Business Combinations. The residual fair value after this
allocation was the implied fair value of the reporting units goodwill. The
carrying amounts of these reporting units exceeded the fair values, and the
Company recorded an impairment charge of $554.4 million as of February 1, 2002
as a cumulative effect of a change in accounting principle as described above.

Upon adoption of SFAS No. 142, the Company also made necessary
reclassifications to conform with the new classification criteria in SFAS No.
141. Workforce-in-place no longer meets the definition of an identifiable
intangible asset under SFAS No. 141, and as a result, the net balance of
workforce-in-place of $13.1 million has been reclassified to goodwill as of
February 1, 2002.

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##### Table of Contents



The changes in the net carrying amount of goodwill by segment during the
first quarter of fiscal 2003 were as follows (millions of dollars):

|                                |  |            |       |  |            |   |   |       |  |   |       |  |  |   |       | 
|------------------------------- |  | ---------- | ----- |  | ---------- | - | - | ----- |  | - | ----- |  |  | - | ----- | 
|                                |  | Automotive |       |  |            |   |   |       |  |   |       |  |  |   |      
|                                |  | Wheels     |       |  | Components |   |   | Other |  |   | Total | 
|                                |  |            |       |  |            |   |   |       |  |   |       | 
|Balance as of January 31, 2003  |  | $          | 189.6 |  |            | $ |  |       |  | $ | 1.7   |  |  | $ | 191.3 | 
|Effects of currency translation |  |            | 2.1   |  |            |   |  |       |  |   |      |  |  |   | 2.1   | 
|                                |  |            |       |  |            |   |   |       |  |   |       | 
|Balance as of April 30, 2003    |  | $          | 191.7 |  |            | $ |  |       |  | $ | 1.7   |  |  | $ | 193.4 | 
|                                |  |            |       |  |            |   |   |       |  |   |       | 

Intangible assets consist of the following (million of dollars):

|                                 |                       |   |                |      |  |                  |       |      |              |   |      |          |  |       |              |      |  |              |       |      |   |   |      |      | 
|-------------------------------- | --------------------- | - | -------------- | ---- |  | ---------------- | ----- | ---- | ------------ | - | ---- | -------- |  | ----- | ------------ | ---- |  | ------------ | ----- | ---- | - | - | ---- | ---- | 
|                                 |                       |   | April 30, 2003 |      |  | January 31, 2003 |      
|                                 |                       |   |                |      |  |                  |      
|                                 |                       |   | Gross          |      |  |                  |       |      |              |   |      |          |  | Gross |              |      |  |              |       |      |   |   |     
|                                 |                       |   | Carrying       |      |  | Accumulated      |       |      | Net Carrying |   |      | Carrying |  |       | Accumulated  |      |  | Net Carrying |      
|                                 |                       |   | Amount         |      |  | Amortization     |       |      | Amount       |   |      | Amount   |  |       | Amortization |      |  | Amount       |      
|                                 |                       |   |                |      |  |                  |       |      |              |   |      |          |  |       |              |      |  |              |      
|Amortized intangible assets:     |                       |   |                |      |  |                  |       |      |              |   |      |          |  |       |              |      |  |              |       |      |   |   |      |     
|                                 | Customer base         |   | $              | 27.2 |  |                  | $     | (4.3 | )            |   | $    | 22.9     |  |       | $            | 26.5 |  |              | $     | (4.0 | ) |   | $    | 22.5 | 
|                                 | Licenses              |   |                | 13.4 |  |                  |       | (2.6 | )            |   |      | 10.8     |  |       |              | 13.4 |  |              |       | (2.4 | ) |   |      | 11.0 | 
|                                 | Unpatented technology |   |                | 33.6 |  |                  |       | (9.5 | )            |   |      | 24.1     |  |       |              | 33.5 |  |              |       | (8.8 | ) |   |      | 24.7 | 
|                                 | Other                 |   |                | 1.9  |  |                  |       | (1.1 | )            |   |      | 0.8      |  |       |              | 1.9  |  |              |       | (1.0 | ) |   |      | 0.9  | 
|                                 |                       |   |                |      |  |                  |       |      |              |   |      |          |  |       |              |      |  |             
|                                 |                       | $ | 76.1           |      |  | $                | (17.5 | )    |              | $ | 58.6 |          |  | $     | 75.3         |      |  | $            | (16.2 | )    |   | $ | 59.1 |     
|                                 |                       |   |                |      |  |                  |       |      |              |   |      |          |  |       |              |      |  |             
|Non amortized intangible assets: |                       |   |                |      |  |                  |       |      |              |   |      |          |  |       |              |      |  |              |       |      |   |   |      |     
|                                 | Tradenames            |   |                |      |  |                  |       |      |              |   | $    | 44.3     |  |       |              |      |  |              |       |      |   |   | $    | 43.5 | 
|                                 |                       |   |                |      |  |                  |       |      |              |   |      |          |  |       |              |      |  |              |       |     

Under the Companys historical accounting for these identified intangible
assets, amortization expense would approximate $3 million to $5 million in each
of the next five fiscal years. Based on the preliminary results of the
valuation procedures performed by the Companys valuation specialist, the
Company expects that ongoing amortization after the adoption of fresh start
accounting will be substantially higher.

(7) Asset Impairments and Other Restructuring Charges

The Company recorded asset impairment losses and other restructuring
charges of $4.1 million in the first quarter of fiscal 2003 and $7.2 million in
the first quarter of fiscal 2002.

Impairment of Facilities

During the first quarter of fiscal 2003, the Company recorded asset
impairment losses of $0.6 million to write down the fair value of its
Petersburg, Michigan facility and its Thailand greenfield site based on current
real estate market conditions. These non-operating facilities are currently
held for sale by the Company.

Impairment of Machinery, Equipment and Tooling

During the first quarter of fiscal 2003, the Company recorded asset
impairment losses of $3.2 million on certain machinery and equipment in its
Automotive Wheels and Components segments due primarily to a change in
managements plan for the future use of idled machinery and equipment. Such
investments in fixed assets were written down to fair value based on the
expected scrap value, if any, of such machinery, equipment and tooling.

Facility Closures

In connection with the closure of its Bowling Green, Kentucky facility
which the Company announced during the fourth quarter of fiscal 2001, the
Company recorded a restructuring charge of $0.3 million in the first quarter of
fiscal 2003. This charge relates to additional plant closure costs subsequent
to the shutdown date and is expected to be paid during fiscal 2003.

In February 2002, the Company committed to a plan to close its
manufacturing facility in Somerset, Kentucky. In connection with the closure
of the Somerset facility (which commenced during February 2002), the Company
recorded an estimated restructuring charge of $6.7 million in the first quarter
of fiscal 2002. This charge includes amounts related to lease termination
costs and other closure costs including security and maintenance costs
subsequent to the shut down date. The amount of the charge related to leases
was $3.5 million and is classified as a liability subject to compromise as of
April 30, 2003 and January 31, 2003. The other closure costs are expected to be paid
during fiscal 2003.

The following table describes the activity in the balance sheet accounts
affected by severance and other restructuring charges during the three months
ended April 30, 2003:

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|                    |  |             |      |  |               |           |     |                  |  |   |          |      |  |         |      |           |  |   |     | 
|------------------- |  | ----------- | ---- |  | ------------- | --------- | --- | ---------------- |  | - | -------- | ---- |  | ------- | ---- | --------- |  | - | --- | 
|                    |  |             |      |  |               | Severance |     |                  |  |   |          |      |  |         |      |           |  |   |    
|                    |  | January 31, |      |  | and Other     |           |     |                  |  |   |          |      |  |         |      | April 30, | 
|                    |  | 2003        |      |  | Restructuring |           |     |                  |  |   |          | Cash |  |         | 2003 |          
|                    |  | Accrual     |      |  | Charges       |           |     | Reclassification |  |   | Payments |      |  | Accrual |     
|                    |  |             |      |  |               |           |     |                  |  |   |          |      |  |         |     
|Facility exit costs |  | $           | 12.6 |  |               | $         | 0.3 |                  |  | $ | (7.5     | )    |  | $       | (1.1 | )         |  | $ | 4.3 | 
|Severance           |  |             | 4.0  |  |               |           |    |                  |  |   |         |      |  |         | (1.3 | )         |  |   | 2.7 | 
|                    |  |             |      |  |               |           |     |                  |  |   |          |      |  |         |     
|                    |  | $           | 16.6 |  |               | $         | 0.3 |                  |  | $ | (7.5     | )    |  | $       | (2.4 | )         |  | $ | 7.0 | 
|                    |  |             |      |  |               |           |     |                  |  |   |          |      |  |         |     

Of the facility exit costs accrued as of January 31, 2003, $7.5 million
relates to lease termination costs which have been reclassified to liabilities
subject to compromise as of April 30, 2003 based on the discharge of these
leases under the Plan of Reorganization.

(8) Loss Per Share

Basic loss per share is calculated by dividing net loss by the weighted
average number of common shares outstanding. Diluted loss per share is
computed by dividing net loss by the diluted weighted average shares
outstanding. Diluted weighted average shares assume the exercise of stock
options and warrants, so long as they are not anti-dilutive.

Shares outstanding for the three months ended April 30, 2003 and 2002,
were as follows (thousands of shares):

|                                        |  |              |        |  |      |  |        | 
|--------------------------------------- |  | ------------ | ------ |  | ---- |  | ------ | 
|                                        |  | Three Months |       
|                                        |  | Ended        |       
|                                        |  |              |       
|                                        |  | 2003         |        |  | 2002 | 
|                                        |  |              |        |  |      | 
|Weighted average shares outstanding     |  |              | 28,456 |  |      |  | 28,456 | 
|Dilutive effect of options and warrants |  |              |       |  |      |  |       | 
|                                        |  |              |        |  |      | 
|Diluted shares outstanding              |  |              | 28,456 |  |      |  | 28,456 | 
|                                        |  |              |        |  |      | 

For the three months ending April 30, 2003 and 2002, respectively, all
options and warrants were excluded from the calculation of diluted loss per
share as the effect was anti-dilutive due to the net loss reflected for such
periods.

(9) Comprehensive Income (Loss)

The components of comprehensive income (loss) for the three months ended
April 30, 2003 and 2002 are as follows:

|                                   |                          |   |       |       |   |      |        |        |  
|---------------------------------- | ------------------------ | - | ----- | ----- | - | ---- | ------ | ------ | -
|                                   |                          |   | 2003  |       |   | 2002 |       
|                                   |                          |   |       |       |   |      |       
|Net loss                           |                          | $ | (22.6 | )     |   | $    | (587.4 | )     
|Cumulative translation adjustments |                          |   | 12.0  |       |   |      | (7.8   | )     
|                                   |                          |   |       |       |   |     
|                                   | Total comprehensive loss |   | $     | (10.6 | ) |      | $      | (595.2 | )
|                                   |                          |   |       |       |   |     

(10) Liabilities Subject to Compromise

The principal categories of claims classified as liabilities subject to
compromise under reorganization proceedings are identified below. All amounts
below may be subject to future adjustment depending on Bankruptcy Court action,
further developments with respect to disputed claims, or other events,
including the reconciliation of claims filed with the Bankruptcy Court to
amounts included in the Companys records (see Note (1)). Under a confirmed
plan of reorganization, all pre-petition claims may be paid and discharged at
amounts substantially less than their allowed amounts.

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##### Table of Contents



Recorded Liabilities

On a consolidated basis, recorded liabilities subject to compromise under
Chapter 11 proceedings consisted of the following (millions of dollars):

|                                                            |                    |       |       |           |         |   |             |         |         | 
|----------------------------------------------------------- | ------------------ | ----- | ----- | --------- | ------- | - | ----------- | ------- | ------- | 
|                                                            |                    |       |       | April 30, |         |   | January 31, |        
|                                                            |                    |       |       | 2003      |         |   | 2003        |        
|                                                            |                    |       |       |           |         |   |             |        
|Accounts payable and accrued liabilities, principally
trade |                    | $     | 159.7 |           |         | $ | 152.1       |        
|Prepetition Credit Agreement:                               |                    |       |       |           |         |   |             |        
|                                                            | Term loans         |       |       | 176.8     |         |   |             | 176.8   |        
|                                                            | Revolving facility |       |       | 573.8     |         |   |             | 573.8   |        
|                                                            | Accrued interest   |       |       | 41.9      |         |   |             | 29.3    |        
|Old Senior Notes and Old Senior Subordinated Notes:         |                    |       |       |           |         |   |             |        
|                                                            | Face value         |       |       | 1,152.8   |         |   |             | 1,152.8 |        
|                                                            | Accrued interest   |       |       | 49.0      |         |   |             | 49.0    |        
|                                                            |                    |       |       |           |         |  
|                                                            |                    | Total |       | $         | 2,154.0 |   |             | $       | 2,133.8 | 
|                                                            |                    |       |       |           |         |  

The Bankruptcy Code generally disallows the payment of interest that would
otherwise accrue postpetition with respect to unsecured or undersecured claims.
The Company has continued to record interest expense accruing postpetition
with respect to the Companys Third Amended and Restated Credit Agreement,
dated as of February 3, 1999 (the Prepetition Credit Agreement) because a
significant portion of such accrued interest will be an allowed claim as part
of the Plan of Reorganization. The amount of such interest recorded as of
April 30, 2003 and January 31, 2003 was $41.9 million and $29.3 million,
respectively, and has been classified as a liability subject to compromise in
the accompanying consolidated balance sheets.

The DIP Facility provided for the postpetition cash payment at certain
intervals of interest and fees accruing postpetition under the Companys
Prepetition Credit Agreement if certain tests are satisfied relating to the
liquidity position and earnings of the Company and its subsidiaries, and the
repatriation of funds from foreign subsidiaries. On May 1, 2003, a payment of
$1.2 million was made for a portion of accrued interest and fees with respect
to this provision.

The Company has not continued to record interest expense accruing
postpetition with respect to the Old Senior Notes and the Companys 11% Senior
Subordinated Notes due 2006, 9 1/8% Senior Subordinated Notes due 2007, and
8 1/4% Senior Subordinated Notes due 2008 (the Old Senior Subordinated
Notes) because such interest will not be an allowed claim as part of the Plan
of Reorganization. The amount of such interest accruing postpetition that has
not been recorded as of April 30, 2003 and January 31, 2003 was $164.9 million
and $136.3 million, respectively. The recorded amount of prepetition accrued
interest was $49.0 million, which has been classified as a liability subject to
compromise in the accompanying consolidated balance sheets as of April 30, 2003
and January 31, 2003.

Contingent Liabilities

Contingent liabilities of the Debtors as of the Chapter 11 Filing date are
also subject to compromise. The Company is a party to litigation matters and
claims that are normal in the course of its operations. Generally, litigation
related to claims, as defined by the Bankruptcy Code, is stayed. Also, as a
normal part of their operations, the Companys subsidiaries undertake certain
contractual obligations, warranties and guarantees in connection with the sale
of products or services. The outcome of the bankruptcy process on these
matters cannot be predicted with certainty.

(11) Segment Reporting

The Company is organized based primarily on markets served and products
produced. Under this organization structure, the Companys operating segments
have been aggregated into three reportable segments: Automotive Wheels,
Components, and Other. The Other category includes Commercial Highway
products, the corporate office and elimination of intercompany activities, none
of which meet the requirements of being classified as an operating segment.

The following table represents revenues and other financial information by
business segment for the three months ended April 30:

|                  |       |   |         |       |  |                   |       |       |              |   |       |       |   |   |        |        |   |      |         |         |  |   |         |         | 
|----------------- | ----- | - | ------- | ----- |  | ----------------- | ----- | ----- | ------------ | - | ----- | ----- | - | - | ------ | ------ | - | ---- | ------- | ------- |  | - | ------- | ------- | 
|                  |       |   | Revenue |       |  | Net Income (Loss) |       |       | Total Assets |  
|                  |       |   |         |       |  |                   |       |       |              |  
|                  |       |   | 2003    |       |  | 2002              |       |       | 2003         |   |       | 2002  |   |   | 2003   |        |   | 2002 |        
|                  |       |   |         |       |  |                   |       |       |              |   |       |       |   |   |        |        |   |      |        
|Automotive Wheels |       | $ | 303.0   |       |  | $                 | 287.1 |       |              | $ | 0.5   |       |   | $ | (140.2 | )      |   | $    | 1,088.5 |         |  | $ | 1,055.1 |        
|Components        |       |   | 184.1   |       |  |                   | 176.5 |       |              |   | (5.9  | )     |   |   | (346.0 | )      |   |      | 544.1   |         |  |   | 529.7   |        
|Other             |       |   | 28.2    |       |  |                   | 23.1  |       |              |   | (17.2 | )     |   |   | (101.2 | )      |   |      | 247.6   |         |  |   | 233.9   |        
|                  |       |   |         |       |  |                   |       |       |              |   |       |       |   |   |        |        |   |     
|                  | Total |   | $       | 515.3 |  |                   | $     | 486.7 |              |   | $     | (22.6 | ) |   | $      | (587.4 | ) |      | $       | 1,880.2 |  |   | $       | 1,818.7 | 
|                  |       |   |         |       |  |                   |       |       |              |   |       |       |   |   |        |        |   |     

The net income (loss) amounts for the three months ended April 30, 2003
presented in the above table include reorganization items of $0.2 million gain
and $13.3 million net expenses in Components and Other, respectively. The net
loss amounts for the three months ended April 30, 2002 include impairment
charges related to goodwill of $127.1 million, $342.8 million and $84.5 million
for

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Automotive Wheels, Components and Other, respectively. Such charges have
been recorded as a cumulative effect of a change in accounting principle in the
accompanying consolidated statement of operations.

(12) Condensed Consolidating Financial Statements

The following condensed consolidating financial statements present in one
format the financial information required for entities that have filed for
reorganization relief under Chapter 11 of the Bankruptcy Code pursuant to SOP
90-7, and the financial information required with respect to those entities
which guarantee certain of the Companys debt.

The condensed consolidating financial statements are presented on the
equity method. Under this method, the investments in subsidiaries are recorded
at cost and adjusted for the Companys share of the subsidiaries cumulative
results of operations, capital contributions, distributions and other equity
changes. The principal elimination entries eliminate investments in
subsidiaries and intercompany balances and transactions.

Financial Statements for Entities in Reorganization Under Chapter 11

As further discussed in Note (1), Hayes Lemmerz International, Inc. (the
Parent), 30 of its wholly-owned domestic subsidiaries, and one wholly-owned
Mexican subsidiary (the Nonguarantor Debtor) filed voluntary petitions for
reorganization relief under Chapter 11. In accordance with SOP 90-7, condensed
consolidating financial information is presented below for the three
months ended April 30, 2003 and 2002, and as of April 30, 2003
and January 31, 2003.

Guarantor and Nonguarantor Financial Statements

As further discussed in Note (1), in connection with the Plan of
Reorganization, HLI issued $250.0 million aggregate principal
amount of 10 1/2% Senior Notes due 2010 (the New Senior
Notes) on the Effective Date. The New
Senior Notes are guaranteed by New Hayes and substantially all of New Hayes
domestic subsidiaries (other than HLI as the issuer of the New Senior Notes)
(collectively, the Guarantor Subsidiaries). None of New Hayes foreign
subsidiaries have guaranteed the New Senior Notes, nor have two of New Hayes
domestic subsidiaries owned by foreign subsidiaries of New Hayes (collectively,
Nonguarantor Subsidiaries). Following emergence, all the operations, assets
and liabilities of Parent and the New Guarantor Subsidiaries reflected in the
table below are owned and operated by HLI and the New Guarantor Subsidiaries.
On the Effective Date, the Old Senior Notes and Old Senior Subordinated Notes
were discharged, and therefore only the guarantor and nonguarantor financial
statements under the New Senior Notes are presented below.

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CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended
April 30, 2003 (Millions of dollars)

|                                                               |                                                              |   |         |       |   |              |           |      |            |        |              |              |              |   |              |      |  |       |      |              |   |   |       |       |  
|-------------------------------------------------------------- | ------------------------------------------------------------ | - | ------- | ----- | - | ------------ | --------- | ---- | ---------- | ------ | ------------ | ------------ | ------------ | - | ------------ | ---- |  | ----- | ---- | ------------ | - | - | ----- | ----- | -
|                                                               |                                                              |   | Debtors |       |   | Non-Debtors  |           |      |            |        |              |              |              |   |             
|                                                               |                                                              |   |         |       |   |              |           |      |            |        |              |              |              |   |             
|                                                               |                                                              |   |         |       |   |              |           |      |            |        | Nonguarantor |              |              |   |              |      |  |       |      |              |   |   |       |      
|                                                               |                                                              |   |         |       |   |              | Guarantor |      |            | Debtor |              |              | Nonguarantor |   |              |      |  |       |      | Consolidated |  
|                                                               |                                                              |   | Parent  |       |   | Subsidiaries |           |      | Subsidiary |        |              | Subsidiaries |              |   | Eliminations |      |  | Total |     
|                                                               |                                                              |   |         |       |   |              |           |      |            |        |              |              |              |   |              |      |  |       |     
|Net sales                                                      |                                                              | $ | 61.0    |       |   | $            | 232.6     |      |            | $      | 9.5          |              |              | $ | 219.7        |      |  | $     | (7.5 | )            |   | $ | 515.3 |      
|Cost of goods sold                                             |                                                              |   | 61.3    |       |   |              | 216.6     |      |            |        | 10.1         |              |              |   | 183.1        |      |  |       | (7.5 | )            |   |   | 463.6 |      
|                                                               |                                                              |   |         |       |   |              |           |      |            |        |              |              |              |   |              |      |  |      
|                                                               | Gross profit                                                 |   |         | (0.3  | ) |              |           | 16.0 |            |        |              | (0.6         | )            |   |              | 36.6 |  |       |      |             |   |   |       | 51.7  |  
|Marketing, general and
administration                          |                                                              |   | 2.6     |       |   |              | 12.5      |      |            |        |             |              |              |   | 12.3         |      |  |       |     |              |   |   | 27.4  |      
|Engineering and product
development                            |                                                              |   | 2.9     |       |   |              | 1.6       |      |            |        |             |              |              |   | 1.8          |      |  |       |     |              |   |   | 6.3   |      
|Equity in (earnings)
losses of subsidiaries
and joint ventures |                                                              |   | 1.1     |       |   |              | (7.9      | )    |            |        | (0.1         | )            |              |   |             |      |  |       | 6.9  |              |   |   |      |      
|Asset impairments and
other restructuring
charges              |                                                              |   | 0.2     |       |   |              | 3.4       |      |            |        |             |              |              |   | 0.5          |      |  |       |     |              |   |   | 4.1   |      
|Other expense (income),
net                                    |                                                              |   | (0.3    | )     |   |              | (0.1      | )    |            |        |             |              |              |   | (0.1         | )    |  |       |     |              |   |   | (0.5  | )    
|Reorganization items                                           |                                                              |   | 13.3    |       |   |              | (0.2      | )    |            |        |             |              |              |   |             |      |  |       |     |              |   |   | 13.1  |      
|                                                               |                                                              |   |         |       |   |              |           |      |            |        |              |              |              |   |              |      |  |      
|                                                               | Earnings (loss) from
operations                              |   |         | (20.1 | ) |              |           | 6.7  |            |        |              | (0.5         | )            |   |              | 22.1 |  |       |      | (6.9         | ) |   |       | 1.3   |  
|Interest expense, net                                          |                                                              |   | 2.8     |       |   |              | 8.8       |      |            |        |             |              |              |   | 5.4          |      |  |       |     |              |   |   | 17.0  |      
|                                                               |                                                              |   |         |       |   |              |           |      |            |        |              |              |              |   |              |      |  |      
|                                                               | Earnings (loss) before
taxes on income and
minority interest |   |         | (22.9 | ) |              |           | (2.1 | )          |        |              | (0.5         | )            |   |              | 16.7 |  |       |      | (6.9         | ) |   |       | (15.7 | )
|Income tax provision                                           |                                                              |   | (0.3    | )     |   |              | 0.7       |      |            |        | 0.2          |              |              |   | 5.3          |      |  |       |     |              |   |   | 5.9   |      
|                                                               |                                                              |   |         |       |   |              |           |      |            |        |              |              |              |   |              |      |  |      
|                                                               | Earnings (loss) before
minority interest                     |   |         | (22.6 | ) |              |           | (2.8 | )          |        |              | (0.7         | )            |   |              | 11.4 |  |       |      | (6.9         | ) |   |       | (21.6 | )
|Minority interest                                              |                                                              |   |        |       |   |              |          |      |            |        |             |              |              |   | 1.0          |      |  |       |     |              |   |   | 1.0   |      
|                                                               |                                                              |   |         |       |   |              |           |      |            |        |              |              |              |   |              |      |  |      
|                                                               | Net income (loss)                                            |   | $       | (22.6 | ) |              | $         | (2.8 | )          |        | $            | (0.7         | )            |   | $            | 10.4 |  |       | $    | (6.9         | ) |   | $     | (22.6 | )
|                                                               |                                                              |   |         |       |   |              |           |      |            |        |              |              |              |   |              |      |  |      

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CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

For the Three Months Ended
April 30, 2002(Millions of dollars)

|                                                                           |                                                              |   |         |        |             |              |           |        |            |        |              |              |              |   |              |       |   |       |        |              |  |   |       |        |  
|-------------------------------------------------------------------------- | ------------------------------------------------------------ | - | ------- | ------ | ----------- | ------------ | --------- | ------ | ---------- | ------ | ------------ | ------------ | ------------ | - | ------------ | ----- | - | ----- | ------ | ------------ |  | - | ----- | ------ | -
|                                                                           |                                                              |   | Debtors |        | Non-Debtors |              |           |        |            |        |              |              |              |  
|                                                                           |                                                              |   |         |        |             |              |           |        |            |        |              |              |              |  
|                                                                           |                                                              |   |         |        |             |              |           |        |            |        | Nonguarantor |              |              |   |              |       |   |       |        |              |  |   |       |       
|                                                                           |                                                              |   |         |        |             |              | Guarantor |        |            | Debtor |              |              | Nonguarantor |   |              |       |   |       |        | Consolidated | 
|                                                                           |                                                              |   | Parent  |        |             | Subsidiaries |           |        | Subsidiary |        |              | Subsidiaries |              |   | Eliminations |       |   | Total |       
|                                                                           |                                                              |   |         |        |             |              |           |        |            |        |              |              |              |   |              |       |   |       |       
|Net sales                                                                  |                                                              | $ | 64.0    |        |             | $            | 252.0     |        |            | $      | 7.6          |              |              | $ | 170.7        |       |   | $     | (7.6   | )            |  | $ | 486.7 |       
|Cost of goods sold                                                         |                                                              |   | 61.2    |        |             |              | 235.3     |        |            |        | 7.6          |              |              |   | 145.1        |       |   |       | (7.6   | )            |  |   | 441.6 |       
|                                                                           |                                                              |   |         |        |             |              |           |        |            |        |              |              |              |   |              |       |   |      
|                                                                           | Gross profit                                                 |   |         | 2.8    |             |              |           | 16.7   |            |        |              |             |              |   |              | 25.6  |   |       |        |             |  |   |       | 45.1   |  
|Marketing, general and
administration                                      |                                                              |   | 6.3     |        |             |              | 11.7      |        |            |        |             |              |              |   | 9.6          |       |   |       |       |              |  |   | 27.6  |       
|Engineering and product
development                                        |                                                              |   | 0.8     |        |             |              | 2.8       |        |            |        |             |              |              |   | 1.4          |       |   |       |       |              |  |   | 5.0   |       
|Equity in (earnings) losses of
subsidiaries and joint ventures             |                                                              |   | 553.5   |        |             |              | (13.5     | )      |            |        | (1.4         | )            |              |   | (0.8         | )     |   |       | (537.8 | )            |  |   |      |       
|Asset impairments and other
restructuring charges                          |                                                              |   |        |        |             |              | 6.7       |        |            |        |             |              |              |   | 0.5          |       |   |       |       |              |  |   | 7.2   |       
|Other expense (income), net                                                |                                                              |   |        |        |             |              |          |        |            |        |             |              |              |   | (2.6         | )     |   |       |       |              |  |   | (2.6  | )     
|Reorganization items                                                       |                                                              |   | 10.0    |        |             |              | 12.5      |        |            |        |             |              |              |   |             |       |   |       |       |              |  |   | 22.5  |       
|                                                                           |                                                              |   |         |        |             |              |           |        |            |        |              |              |              |   |              |       |   |      
|                                                                           | Earnings (loss) from operations                              |   |         | (567.8 | )           |              |           | (3.5   | )          |        |              | 1.4          |              |   |              | 17.5  |   |       |        | 537.8        |  |   |       | (14.6  | )
|Interest expense, net                                                      |                                                              |   | 0.9     |        |             |              | 10.5      |        |            |        |             |              |              |   | 5.4          |       |   |       |       |              |  |   | 16.8  |       
|                                                                           |                                                              |   |         |        |             |              |           |        |            |        |              |              |              |   |              |       |   |      
|                                                                           | Earnings (loss) before taxes on
income and minority interest |   |         | (568.7 | )           |              |           | (14.0  | )          |        |              | 1.4          |              |   |              | 12.1  |   |       |        | 537.8        |  |   |       | (31.4  | )
|Income tax provision                                                       |                                                              |   | (4.0    | )      |             |              | 0.5       |        |            |        | 0.1          |              |              |   | 4.3          |       |   |       |       |              |  |   | 0.9   |       
|                                                                           |                                                              |   |         |        |             |              |           |        |            |        |              |              |              |   |              |       |   |      
|                                                                           | Earnings (loss) before minority
interest                     |   |         | (564.7 | )           |              |           | (14.5  | )          |        |              | 1.3          |              |   |              | 7.8   |   |       |        | 537.8        |  |   |       | (32.3  | )
|Minority interest                                                          |                                                              |   |        |        |             |              |          |        |            |        |             |              |              |   | 0.7          |       |   |       |       |              |  |   | 0.7   |       
|                                                                           |                                                              |   |         |        |             |              |           |        |            |        |              |              |              |   |              |       |   |      
|Earnings (loss) before cumulative
effect of change in accounting
principle |                                                              |   | (564.7  | )      |             |              | (14.5     | )      |            |        | 1.3          |              |              |   | 7.1          |       |   |       | 537.8  |              |  |   | (33.0 | )     
|                                                                           |                                                              |   |         |        |             |              |           |        |            |        |              |              |              |   |              |       |   |      
|Cumulative effect of change in
accounting principle, net of tax            |                                                              |   | 22.7    |        |             |              | 498.5     |        |            |        |             |              |              |   | 33.2         |       |   |       |       |              |  |   | 554.4 |       
|                                                                           |                                                              |   |         |        |             |              |           |        |            |        |              |              |              |   |              |       |   |      
|                                                                           | Net income (loss)                                            |   | $       | (587.4 | )           |              | $         | (513.0 | )          |        | $            | 1.3          |              |   | $            | (26.1 | ) |       | $      | 537.8        |  |   | $     | (587.4 | )
|                                                                           |                                                              |   |         |        |             |              |           |        |            |        |              |              |              |   |              |       |   |      

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CONDENSED CONSOLIDATING BALANCE SHEETS

As of April 30, 2003(Millions of dollars)

|                                         |                                                     |   |          |          |   |              |           |       |            |        |              |              |              |   |              |         |  |       |          |              |   |   |          |          |  
|---------------------------------------- | --------------------------------------------------- | - | -------- | -------- | - | ------------ | --------- | ----- | ---------- | ------ | ------------ | ------------ | ------------ | - | ------------ | ------- |  | ----- | -------- | ------------ | - | - | -------- | -------- | -
|                                         |                                                     |   | Debtors  |          |   | Non-Debtors  |           |       |            |        |              |              |              |   |             
|                                         |                                                     |   |          |          |   |              |           |       |            |        |              |              |              |   |             
|                                         |                                                     |   |          |          |   |              |           |       |            |        | Nonguarantor |              |              |   |              |         |  |       |          |              |   |   |          |         
|                                         |                                                     |   |          |          |   |              | Guarantor |       |            | Debtor |              |              | Nonguarantor |   |              |         |  |       |          | Consolidated |  
|                                         |                                                     |   | Parent   |          |   | Subsidiaries |           |       | Subsidiary |        |              | Subsidiaries |              |   | Eliminations |         |  | Total |         
|                                         |                                                     |   |          |          |   |              |           |       |            |        |              |              |              |   |              |         |  |       |         
|Cash and cash equivalents                |                                                     | $ | 12.4     |          |   | $            | 0.2       |       |            | $      | 0.2          |              |              | $ | 57.0         |         |  | $     |         |              |   | $ | 69.8     |         
|Receivables                              |                                                     |   | 33.2     |          |   |              | 106.7     |       |            |        | 2.7          |              |              |   | 164.9        |         |  |       |         |              |   |   | 307.5    |         
|Inventories                              |                                                     |   | 27.5     |          |   |              | 62.7      |       |            |        | 0.2          |              |              |   | 86.7         |         |  |       |         |              |   |   | 177.1    |         
|Prepaid expenses and other               |                                                     |   | 5.2      |          |   |              | 16.3      |       |            |        | 0.5          |              |              |   | 6.2          |         |  |       |         |              |   |   | 28.2     |         
|                                         |                                                     |   |          |          |   |              |           |       |            |        |              |              |              |   |              |         |  |      
|                                         | Total current assets                                |   |          | 78.3     |   |              |           | 185.9 |            |        |              | 3.6          |              |   |              | 314.8   |  |       |          |             |   |   |          | 582.6    |  
|Net property, plant and equipment        |                                                     |   | 109.6    |          |   |              | 384.1     |       |            |        | 7.8          |              |              |   | 447.0        |         |  |       |         |              |   |   | 948.5    |         
|Goodwill and other assets                |                                                     |   | 388.6    |          |   |              | 181.4     |       |            |        |             |              |              |   | 280.6        |         |  |       | (501.5   | )            |   |   | 349.1    |         
|                                         |                                                     |   |          |          |   |              |           |       |            |        |              |              |              |   |              |         |  |      
|                                         | Total assets                                        |   | $        | 576.5    |   |              | $         | 751.4 |            |        | $            | 11.4         |              |   | $            | 1,042.4 |  |       | $        | (501.5       | ) |   | $        | 1,880.2  |  
|                                         |                                                     |   |          |          |   |              |           |       |            |        |              |              |              |   |              |         |  |      
|DIP Facility                             |                                                     | $ | 61.4     |          |   | $            |          |       |            | $      |             |              |              | $ |             |         |  | $     |         |              |   | $ | 61.4     |         
|Bank borrowings and other notes          |                                                     |   |         |          |   |              |          |       |            |        |             |              |              |   | 13.8         |         |  |       |         |              |   |   | 13.8     |         
|Current portion of long-term debt        |                                                     |   |         |          |   |              |          |       |            |        |             |              |              |   | 41.5         |         |  |       |         |              |   |   | 41.5     |         
|Accounts payable and accrued
liabilities |                                                     |   | 62.3     |          |   |              | 60.8      |       |            |        | 2.3          |              |              |   | 172.3        |         |  |       | (12.4    | )            |   |   | 285.3    |         
|                                         |                                                     |   |          |          |   |              |           |       |            |        |              |              |              |   |              |         |  |      
|                                         | Total current liabilities                           |   |          | 123.7    |   |              |           | 60.8  |            |        |              | 2.3          |              |   |              | 227.6   |  |       |          | (12.4        | ) |   |          | 402.0    |  
|Long-term debt, net of
current portion   |                                                     |   |         |          |   |              |          |       |            |        |             |              |              |   | 58.9         |         |  |       |         |              |   |   | 58.9     |         
|Pension and other
long-term liabilities  |                                                     |   | 103.7    |          |   |              | 41.5      |       |            |        |             |              |              |   | 187.6        |         |  |       |         |              |   |   | 332.8    |         
|Minority interest                        |                                                     |   |         |          |   |              |          |       |            |        |             |              |              |   | 17.5         |         |  |       |         |              |   |   | 17.5     |         
|Parent loans                             |                                                     |   | (600.2   | )        |   |              | 404.6     |       |            |        | (4.9         | )            |              |   | 211.2        |         |  |       | (10.7    | )            |   |   |         |         
|Liabilities subject to compromise        |                                                     |   | 2,034.3  |          |   |              | 118.3     |       |            |        | 1.4          |              |              |   |             |         |  |       |         |              |   |   | 2,154.0  |         
|Common stock                             |                                                     |   | 0.3      |          |   |              |          |       |            |        |             |              |              |   |             |         |  |       |         |              |   |   | 0.3      |         
|Additional paid-in capital               |                                                     |   | 235.1    |          |   |              | 1,144.9   |       |            |        | 11.3         |              |              |   | 317.0        |         |  |       | (1,473.2 | )            |   |   | 235.1    |         
|Common stock in treasury at cost         |                                                     |   | (25.7    | )        |   |              |          |       |            |        |             |              |              |   |             |         |  |       |         |              |   |   | (25.7    | )       
|Retained earnings
(accumulated deficit)  |                                                     |   | (1,199.5 | )        |   |              | (959.7    | )     |            |        | 1.3          |              |              |   | 74.6         |         |  |       | 883.8    |              |   |   | (1,199.5 | )       
|Accumulated other
comprehensive loss     |                                                     |   | (95.2    | )        |   |              | (59.0     | )     |            |        |             |              |              |   | (52.0        | )       |  |       | 111.0    |              |   |   | (95.2    | )       
|                                         |                                                     |   |          |          |   |              |           |       |            |        |              |              |              |   |              |         |  |      
|                                         | Total stockholders equity (deficit)                |   |          | (1,085.0 | ) |              |           | 126.2 |            |        |              | 12.6         |              |   |              | 339.6   |  |       |          | (478.4       | ) |   |          | (1,085.0 | )
|                                         |                                                     |   |          |          |   |              |           |       |            |        |              |              |              |   |              |         |  |      
|                                         | Total liabilities and stockholders
equity (deficit) |   | $        | 576.5    |   |              | $         | 751.4 |            |        | $            | 11.4         |              |   | $            | 1,042.4 |  |       | $        | (501.5       | ) |   | $        | 1,880.2  |  
|                                         |                                                     |   |          |          |   |              |           |       |            |        |              |              |              |   |              |         |  |      

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CONDENSED CONSOLIDATING BALANCE SHEETS

As of January 31, 2003(Millions of dollars)

|                                         |                                                      |   |          |          |   |              |           |       |            |        |              |              |              |   |              |       |  |       |          |              |   |   |          |          |  
|---------------------------------------- | ---------------------------------------------------- | - | -------- | -------- | - | ------------ | --------- | ----- | ---------- | ------ | ------------ | ------------ | ------------ | - | ------------ | ----- |  | ----- | -------- | ------------ | - | - | -------- | -------- | -
|                                         |                                                      |   | Debtors  |          |   | Non-Debtors  |           |       |            |        |              |              |              |   |             
|                                         |                                                      |   |          |          |   |              |           |       |            |        |              |              |              |   |             
|                                         |                                                      |   |          |          |   |              |           |       |            |        | Nonguarantor |              |              |   |              |       |  |       |          |              |   |   |          |         
|                                         |                                                      |   |          |          |   |              | Guarantor |       |            | Debtor |              |              | Nonguarantor |   |              |       |  |       |          | Consolidated |  
|                                         |                                                      |   | Parent   |          |   | Subsidiaries |           |       | Subsidiary |        |              | Subsidiaries |              |   | Eliminations |       |  | Total |         
|                                         |                                                      |   |          |          |   |              |           |       |            |        |              |              |              |   |              |       |  |       |         
|Cash and cash equivalents                |                                                      | $ | 13.3     |          |   | $            |          |       |            | $      | 1.3          |              |              | $ | 51.5         |       |  | $     |         |              |   | $ | 66.1     |         
|Receivables                              |                                                      |   | 29.9     |          |   |              | 98.9      |       |            |        | 2.1          |              |              |   | 145.7        |       |  |       |         |              |   |   | 276.6    |         
|Inventories                              |                                                      |   | 26.1     |          |   |              | 72.2      |       |            |        | 0.1          |              |              |   | 78.2         |       |  |       |         |              |   |   | 176.6    |         
|Prepaid expenses and other               |                                                      |   | 4.9      |          |   |              | 20.7      |       |            |        | 0.2          |              |              |   | 6.7          |       |  |       |         |              |   |   | 32.5     |         
|                                         |                                                      |   |          |          |   |              |           |       |            |        |              |              |              |   |              |       |  |      
|                                         | Total current assets                                 |   |          | 74.2     |   |              |           | 191.8 |            |        |              | 3.7          |              |   |              | 282.1 |  |       |          |             |   |   |          | 551.8    |  
|Net property, plant and equipment        |                                                      |   | 111.5    |          |   |              | 393.2     |       |            |        | 7.4          |              |              |   | 439.1        |       |  |       |         |              |   |   | 951.2    |         
|Goodwill and other assets                |                                                      |   | 378.5    |          |   |              | 172.4     |       |            |        |             |              |              |   | 269.3        |       |  |       | (476.6   | )            |   |   | 343.6    |         
|                                         |                                                      |   |          |          |   |              |           |       |            |        |              |              |              |   |              |       |  |      
|                                         | Total assets                                         |   | $        | 564.2    |   |              | $         | 757.4 |            |        | $            | 11.1         |              |   | $            | 990.5 |  |       | $        | (476.6       | ) |   | $        | 1,846.6  |  
|                                         |                                                      |   |          |          |   |              |           |       |            |        |              |              |              |   |              |       |  |      
|DIP Facility                             |                                                      | $ | 49.9     |          |   | $            |          |       |            | $      |             |              |              | $ |             |       |  | $     |         |              |   | $ | 49.9     |         
|Bank borrowings and other notes          |                                                      |   |         |          |   |              | 2.0       |       |            |        |             |              |              |   | 13.8         |       |  |       |         |              |   |   | 15.8     |         
|Current portion of long-term debt        |                                                      |   |         |          |   |              |          |       |            |        |             |              |              |   | 40.1         |       |  |       |         |              |   |   | 40.1     |         
|Accounts payable and
accrued liabilities |                                                      |   | 58.9     |          |   |              | 59.1      |       |            |        | 1.4          |              |              |   | 170.6        |       |  |       | (21.3    | )            |   |   | 268.7    |         
|                                         |                                                      |   |          |          |   |              |           |       |            |        |              |              |              |   |              |       |  |      
|                                         | Total current liabilities                            |   |          | 108.8    |   |              |           | 61.1  |            |        |              | 1.4          |              |   |              | 224.5 |  |       |          | (21.3        | ) |   |          | 374.5    |  
|Long-term debt, net of
current portion   |                                                      |   |         |          |   |              |          |       |            |        |             |              |              |   | 61.9         |       |  |       |         |              |   |   | 61.9     |         
|Pension and other long-term
liabilities  |                                                      |   | 106.2    |          |   |              | 51.7      |       |            |        |             |              |              |   | 176.5        |       |  |       |         |              |   |   | 334.4    |         
|Minority interest                        |                                                      |   |         |          |   |              |          |       |            |        |             |              |              |   | 16.4         |       |  |       |         |              |   |   | 16.4     |         
|Parent loans                             |                                                      |   | (598.2   | )        |   |              | 411.3     |       |            |        | (5.2         | )            |              |   | 192.1        |       |  |       |         |              |   |   |         |         
|Liabilities subject to compromise        |                                                      |   | 2,021.8  |          |   |              | 110.5     |       |            |        | 1.5          |              |              |   |             |       |  |       |         |              |   |   | 2,133.8  |         
|Common stock                             |                                                      |   | 0.3      |          |   |              |          |       |            |        |             |              |              |   |             |       |  |       |         |              |   |   | 0.3      |         
|Additional paid-in capital               |                                                      |   | 235.1    |          |   |              | 1,144.9   |       |            |        | 11.3         |              |              |   | 317.0        |       |  |       | (1,473.2 | )            |   |   | 235.1    |         
|Common stock in treasury at cost         |                                                      |   | (25.7    | )        |   |              |          |       |            |        |             |              |              |   |             |       |  |       |         |              |   |   | (25.7    | )       
|Retained earnings
(accumulated deficit)  |                                                      |   | (1,176.9 | )        |   |              | (951.9    | )     |            |        | 2.1          |              |              |   | 65.7         |       |  |       | 884.1    |              |   |   | (1,176.9 | )       
|Accumulated other
comprehensive loss     |                                                      |   | (107.2   | )        |   |              | (70.2     | )     |            |        |             |              |              |   | (63.6        | )     |  |       | 133.8    |              |   |   | (107.2   | )       
|                                         |                                                      |   |          |          |   |              |           |       |            |        |              |              |              |   |              |       |  |      
|                                         | Total stockholders
equity (deficit)                 |   |          | (1,074.4 | ) |              |           | 122.8 |            |        |              | 13.4         |              |   |              | 319.1 |  |       |          | (455.3       | ) |   |          | (1,074.4 | )
|                                         |                                                      |   |          |          |   |              |           |       |            |        |              |              |              |   |              |       |  |      
|                                         | Total liabilities and stockholders
equity (deficit) |   | $        | 564.2    |   |              | $         | 757.4 |            |        | $            | 11.1         |              |   | $            | 990.5 |  |       | $        | (476.6       | ) |   | $        | 1,846.6  |  
|                                         |                                                      |   |          |          |   |              |           |       |            |        |              |              |              |   |              |       |  |      

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Three Months Ended April 30, 2003(Millions of dollars)

|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |   |       |   |              |   |      |       |       |  
|------------------------------------------------------ | ----------------------------------------------------------------------------- | ---------------------------------------------------- | ---- | ------- | ---- | - | ------------ | --------- | ----- | ---------- | ------ | ------------ | ------------ | ------------ | ---- | ------------ | ---- | - | ----- | - | ------------ | - | ---- | ----- | ----- | -
|                                                       |                                                                               |                                                      |      | Debtors |      |   | Non-Debtors  |           |       |            |        |              |              |              |      |             
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |             
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        | Nonguarantor |              |              |      |              |      |   |       |   |              |   |      |       |      
|                                                       |                                                                               |                                                      |      |         |      |   |              | Guarantor |       |            | Debtor |              |              | Nonguarantor |      |              |      |   |       |   | Consolidated |  
|                                                       |                                                                               |                                                      |      | Parent  |      |   | Subsidiaries |           |       | Subsidiary |        |              | Subsidiaries |              |      | Eliminations |      |   | Total |  
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |   |       |  
|Cash flows provided by (used
for) operating activities |                                                                               | $                                                    | (8.8 | )       |      | $ | 9.5          |           |       | $          | (1.4   | )            |              | $            | 17.9 |              |      | $ |      |   |              | $ | 17.2 |      
|Cash flows from investing
activities:                  |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |   |       |   |              |   |      |      
|                                                       | Acquisition of property,
plant, equipment, and
tooling                        |                                                      |      | (1.8    | )    |   |              | (9.0      | )     |            |        | (0.4         | )            |              |      | (8.8         | )    |   |       |  |              |   |      | (20.0 | )    
|                                                       | Proceeds from sale of assets
and non-core businesses                          |                                                      |      |        |      |   |              | 0.5       |       |            |        |             |              |              |      | 0.2          |      |   |       |  |              |   |      | 0.7   |      
|                                                       | Other, net                                                                    |                                                      |      | 0.1     |      |   |              | (2.2      | )     |            |        |             |              |              |      | 2.0          |      |   |       |  |              |   |      | (0.1  | )    
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |  
|                                                       |                                                                               | Cash provided by (used for)
investing activities     |      |         | (1.7 | ) |              |           | (10.7 | )          |        |              | (0.4         | )            |      |              | (6.6 | ) |       |   |             |   |      |       | (19.4 | )
|Cash flows from financing
activities:                  |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |   |       |   |              |   |      |      
|                                                       | Increase in bank borrowings,
revolving facility, DIP
facility and other notes |                                                      |      | 11.5    |      |   |              | (0.8      | )     |            |        |             |              |              |      | (6.8         | )    |   |       |  |              |   |      | 3.9   |      
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |  
|                                                       |                                                                               | Cash provided by (used for)
financing activities     |      |         | 11.5 |   |              |           | (0.8  | )          |        |              |             |              |      |              | (6.8 | ) |       |   |             |   |      |       | 3.9   |  
|Increase (decrease) in parent
loans and advances       |                                                                               |                                                      | (1.9 | )       |      |   | 2.2          |           |       |            | 0.7    |              |              |              | (1.0 | )            |      |   |      |   |              |   |     |      
|Effect of exchange rates of
cash and cash equivalents  |                                                                               |                                                      |     |         |      |   |             |           |       |            |       |              |              |              | 2.0  |              |      |   |      |   |              |   | 2.0  |      
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |  
|                                                       |                                                                               | Net increase (decrease) in
cash and cash equivalents |      |         | (0.9 | ) |              |           | 0.2   |            |        |              | (1.1         | )            |      |              | 5.5  |   |       |   |             |   |      |       | 3.7   |  
|Cash and cash equivalents at
beginning of period       |                                                                               |                                                      | 13.3 |         |      |   |             |           |       |            | 1.3    |              |              |              | 51.5 |              |      |   |      |   |              |   | 66.1 |      
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |  
|Cash and cash equivalents at
end of period             |                                                                               | $                                                    | 12.4 |         |      | $ | 0.2          |           |       | $          | 0.2    |              |              | $            | 57.0 |              |      | $ |      |   |              | $ | 69.8 |      
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |  

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CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the three months ended April 30, 2002(Millions of dollars)

|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |   |       |   |              |   |      |       |       |  
|------------------------------------------------------ | ----------------------------------------------------------------------------- | ---------------------------------------------------- | ---- | ------- | ---- | - | ------------ | --------- | ----- | ---------- | ------ | ------------ | ------------ | ------------ | ---- | ------------ | ---- | - | ----- | - | ------------ | - | ---- | ----- | ----- | -
|                                                       |                                                                               |                                                      |      | Debtors |      |   | Non-Debtors  |           |       |            |        |              |              |              |      |             
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |             
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        | Nonguarantor |              |              |      |              |      |   |       |   |              |   |      |       |      
|                                                       |                                                                               |                                                      |      |         |      |   |              | Guarantor |       |            | Debtor |              |              | Nonguarantor |      |              |      |   |       |   | Consolidated |  
|                                                       |                                                                               |                                                      |      | Parent  |      |   | Subsidiaries |           |       | Subsidiary |        |              | Subsidiaries |              |      | Eliminations |      |   | Total |  
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |   |       |  
|Cash flows provided by (used for)
operating activities |                                                                               | $                                                    | 18.2 |         |      | $ | 17.3         |           |       | $          | (3.1   | )            |              | $            | 17.6 |              |      | $ |      |   |              | $ | 50.0 |      
|Cash flows from investing activities:                  |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |   |       |   |              |   |      |      
|                                                       | Acquisition of property, plant,
equipment, and tooling                        |                                                      |      | (4.9    | )    |   |              | (8.4      | )     |            |        |             |              |              |      | (9.1         | )    |   |       |  |              |   |      | (22.4 | )    
|                                                       | Proceeds from sale of assets and
non-core businesses                          |                                                      |      |        |      |   |              | 0.1       |       |            |        |             |              |              |      | 6.6          |      |   |       |  |              |   |      | 6.7   |      
|                                                       | Other, net                                                                    |                                                      |      | (0.2    | )    |   |              | (5.6      | )     |            |        | 0.2          |              |              |      | (5.7         | )    |   |       |  |              |   |      | (11.3 | )    
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |  
|                                                       |                                                                               | Cash provided by (used for)
investing activities     |      |         | (5.1 | ) |              |           | (13.9 | )          |        |              | 0.2          |              |      |              | (8.2 | ) |       |   |             |   |      |       | (27.0 | )
|Cash flows from financing activities:                  |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |   |       |   |              |   |      |      
|                                                       | Increase in bank borrowings,
revolving facility, DIP facility
and other notes |                                                      |      | (0.3    | )    |   |              |          |       |            |        |             |              |              |      | (3.4         | )    |   |       |  |              |   |      | (3.7  | )    
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |  
|                                                       |                                                                               | Cash provided by (used for)
financing activities     |      |         | (0.3 | ) |              |           |      |            |        |              |             |              |      |              | (3.4 | ) |       |   |             |   |      |       | (3.7  | )
|Increase (decrease) in parent loans
and advances       |                                                                               |                                                      | (2.2 | )       |      |   | (3.6         | )         |       |            | 3.2    |              |              |              | 2.6  |              |      |   |      |   |              |   |     |      
|Effect of exchange rates of cash
and cash equivalents  |                                                                               |                                                      |     |         |      |   |             |           |       |            |       |              |              |              | (0.5 | )            |      |   |      |   |              |   | (0.5 | )    
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |  
|                                                       |                                                                               | Net increase (decrease) in cash
and cash equivalents |      |         | 10.6 |   |              |           | (0.2  | )          |        |              | 0.3          |              |      |              | 8.1  |   |       |   |             |   |      |       | 18.8  |  
|Cash and cash equivalents at
beginning of period       |                                                                               |                                                      | 11.3 |         |      |   | 0.4          |           |       |            | 0.4    |              |              |              | 33.1 |              |      |   |      |   |              |   | 45.2 |      
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |  
|Cash and cash equivalents at
end of period             |                                                                               | $                                                    | 21.9 |         |      | $ | 0.2          |           |       | $          | 0.7    |              |              | $            | 41.2 |              |      | $ |      |   |              | $ | 64.0 |      
|                                                       |                                                                               |                                                      |      |         |      |   |              |           |       |            |        |              |              |              |      |              |      |  

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Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations

Business, Chapter 11 Filings and Emergence from Chapter 11

This discussion should be read in conjunction with the Companys Annual
Report on Form 10-K for the fiscal year ended January 31, 2003 as filed with
the Securities and Exchange Commission on April 2, 2003, and the other
information included herein.

Description of Business

Unless otherwise indicated, references to Company mean Hayes Lemmerz
International, Inc. and its subsidiaries and references to fiscal year means
the Companys year commencing on February 1 of that year and ending on January
31 of the following year (e.g., fiscal 2003 refers to the period beginning
February 1, 2003 and ending January 31, 2004, fiscal 2002 refers to the
period beginning February 1, 2002 and ending January 31, 2003).

The Company is a leading supplier of wheels, wheel-end attachments,
aluminum structural components and automotive brake components. The Company is
the worlds largest manufacturer of automotive wheels. In addition, the
Company also designs and manufactures wheels and brake components for
commercial highway vehicles, and powertrain components and aluminum
non-structural components for the automotive, commercial highway, heating and
general equipment industries.

Chapter 11 Filings

On December 5, 2001, Hayes Lemmerz International, Inc., 30 of its
wholly-owned domestic subsidiaries and one wholly-owned Mexican subsidiary
(collectively, the Debtors) filed voluntary petitions for reorganization
relief (the Chapter 11 Filings or the Filings) under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the Bankruptcy Court). The Chapter 11 Filings are being jointly
administered, for procedural purposes only, before the Bankruptcy Court under
Case No. 01-11490-MFW.

On December 16, 2002, the Debtors filed a proposed joint plan of
reorganization with the Bankruptcy Court. On April 9, 2003, the Debtors filed
a modified first amended joint plan of reorganization (the Plan of
Reorganization) which received the requisite support from creditors authorized
to vote thereon.

The Debtors Plan of Reorganization provides that the existing common
stock of the Company be cancelled and that certain creditors of the Company
receive distributions of cash, new common stock in the reorganized Company and
other property in respect of certain classes of claims.

On January 31, 2002, the Debtors filed with the Bankruptcy Court schedules
and statements of financial affairs setting forth, among other things, the
assets and liabilities of the Debtors as shown on the Companys books and
records, subject to the assumptions contained in certain notes filed in
connection therewith. The Debtors subsequently amended the schedules and
statements on March 21, 2002 and July 12, 2002. All of the schedules are
subject to further amendment or modification. On March 26, 2002, the
Bankruptcy Court established June 3, 2002 as the deadline for filing proofs of
claim with the Bankruptcy Court. The Debtors mailed notice of the proof of
claim deadline to all known creditors. Differences between amounts scheduled
by the Debtors and claims by creditors currently are being investigated and
resolved in connection with the Debtors claims resolution process. Although
that process has commenced and is ongoing, in light of the number of creditors
of the Debtors and certain claims objection blackout periods, the claims
resolution process may take considerable time to complete. Accordingly, the
ultimate number and amount of allowed claims is not presently known and the
ultimate distribution with respect to allowed claims is not presently
ascertainable. On the Effective Date of the Plan of Reorganization, and at
certain times thereafter, the Debtors distributed, and will distribute, cash,
securities and other property in respect of certain classes of claims as
provided in the Plan of Reorganization.

In addition to the Plan of Reorganization, the Company filed a disclosure
statement with respect thereto in order to provide information sufficient to
enable holders of claims or interests to make an informed judgment about the
Plan of Reorganization. The disclosure statement set forth, among other
things, a summary of the proposed Plan of Reorganization, proposed
distributions that would be made to the Companys stakeholders under the
proposed Plan of Reorganization, certain effects of confirmation of the plan,
and various risk factors associated with the Plan of Reorganization and
confirmation thereof. It also contains information regarding, among other
matters, significant events that occurred during the Companys Chapter 11
proceedings, the anticipated organization, operation and financing of the
reorganized Company, as well as the confirmation process and the voting
procedures holders of claims and/or interests must follow for their votes to be
counted.

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Pursuant to American Institute of Certified Public Accountants (AICPA)
Statement of Position 90-7 Financial Reporting by Entities in Reorganization
under the Bankruptcy Code, (SOP 90-7), the accounting for the effects of the
reorganization will occur once a plan of reorganization is confirmed by the
Bankruptcy Court and there are no remaining contingencies material to
completing the implementation of the plan. The fresh start accounting
principles pursuant to SOP 90-7 provide, among other things, for the Company to
determine the value to be assigned to the equity of the reorganized Company as
of a date selected for financial reporting purposes. The Company will adopt
fresh start accounting as of May 31, 2003. The accompanying consolidated
financial statements do not reflect: (a) the requirements of SOP 90-7 for fresh
start accounting, (b) the realizable value of assets on a liquidation basis or
their availability to satisfy liabilities; (c) aggregate pre-petition liability
amounts that may be allowed for unrecorded claims or contingencies, or their
status or priority; (d) the effect of any changes to the Debtors capital
structure or in the Debtors business operations as the result of an approved
plan of reorganization; or (e) adjustments to the carrying value of assets
(including goodwill and other intangibles) or liability amounts that may be
necessary as the result of future actions by the Bankruptcy Court.

On May 30, 2002, the Bankruptcy Court entered an order approving, among
other things, the critical employee retention plan (the CERP) filed with the
Bankruptcy Court in February 2002 which was designed to compensate certain
critical employees in order to assure their retention and availability during
the Companys restructuring. The plan has two components which will (i) reward
critical employees who remain with the Company (and certain affiliates of the
Company who are not directly involved in the restructuring) during and through
the completion of the restructuring (the Retention Bonus) and (ii) provide
additional incentives to a more limited group of the most senior critical
employees if the enterprise value upon completing the restructuring exceeds an
established baseline (the Restructuring Performance Bonus).

The maximum possible aggregate amount of Retention Bonus is approximately
$8.5 million and is payable in cash upon the consummation of the restructuring.
Pursuant to plan provisions, thirty-five percent, or approximately $3.0
million, of such Retention Bonus was paid on October 1, 2002. The
Restructuring Performance Bonus will be payable as soon as reasonably
practicable after the consummation of the restructuring. Up to 50% of the
amount by which a Restructuring Performance Bonus exceeds a participants
Retention Bonus may be paid in restricted shares or units of any common stock
of the Company that is issued as part of the confirmed Plan of Reorganization
in connection with the restructuring, if the Companys Board of Directors
elects, within the time period specified in the plan.

As of April 30, 2003, there were $61.4 million of outstanding borrowings
and $5.0 million in letters of credit issued under the Companys
Debtor-In-Possession revolving credit facility (the DIP Facility).

Reorganization items for the three months ended April 30, 2003 and 2002,
respectively, as reported in the consolidated statements of operations included
herein are comprised of income, expense and loss items that were realized or
incurred by the Debtors as a direct result of the Companys decision to
reorganize under Chapter 11. During the three months ended April 30, 2003 and
2002, respectively, reorganization items were as follows (millions of dollars):

|                                                                          |       |   |      |      |  |      |      |      | 
|------------------------------------------------------------------------- | ----- | - | ---- | ---- |  | ---- | ---- | ---- | 
|                                                                          |       |   | 2003 |      |  | 2002 |     
|                                                                          |       |   |      |      |  |      |     
|Critical employee retention plan provision                                |       | $ | 1.3  |      |  | $    | 2.5  |     
|Estimated accrued liability for rejected prepetition
leases and contracts |       |   |     |      |  |      | 12.5 |     
|Professional fees related to the Filing                                   |       |   | 11.5 |      |  |      | 7.6  |     
|Other                                                                     |       |   | 0.3  |      |  |      | (0.1 | )   
|                                                                          |       |   |      |      |  |     
|                                                                          | Total |   | $    | 13.1 |  |      | $    | 22.5 | 
|                                                                          |       |   |      |      |  |     

Cash payments with respect to such reorganization items consisted
primarily of professional fees and were approximately $8.0 million during the
first quarter of fiscal 2003 and $1.4 million during the first quarter of
fiscal 2002.

Emergence from Chapter 11

On June 3, 2003 (the Effective Date), Hayes Lemmerz International, Inc.
and each of the 27 Debtors proposing the Plan of Reorganization emerged from
Chapter 11 proceedings pursuant to the Plan of Reorganization, which was
confirmed by an order of the Bankruptcy Court on May 12, 2003, which order has
become final and non-appealable. The following five Debtors were not
proponents of the Plan of Reorganization and are not subject to the terms
thereof: HLI Netherlands Holdings, Inc., CMI  Quaker Alloy, Inc., Hayes
Lemmerz Funding Company, LLC, Hayes Lemmerz Funding Corporation, and Hayes
Lemmerz International Import, Inc. (collectively, the Non-reorganizing
Debtors). On June 3, 2003, the Bankruptcy Court entered an order dismissing
the Chapter 11 Filings of the Non-reorganizing Debtors.

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Pursuant to the Plan of Reorganization, the Company caused the formation
of (i) a new holding company, HLI Holding Company, Inc., a Delaware corporation
(HoldCo), (ii) HLI Parent Company, Inc., a Delaware corporation and a wholly
owned subsidiary of HoldCo (ParentCo), and (iii) HLI Operating Company, Inc,
a Delaware corporation and a wholly owned subsidiary of ParentCo (HLI). On
the Effective Date, (i) HoldCo was renamed Hayes Lemmerz International, Inc.
(New Hayes), (ii) New Hayes contributed to ParentCo 30,0000,000 shares of its
common stock, par value $.01 per share (the New Common Stock), 957,447 series
A warrants and 957,447 series B warrants to acquire New Common Stock of New
Hayes (the Series A Warrants and Series B Warrants, respectively), (iii)
ParentCo in turn contributed such shares of New Common Stock and Series A
Warrants and Series B Warrants to HLI and (iv) pursuant to an Agreement and
Plan of Merger, dated as of June 3, 2003 (the Merger Agreement), between the
Company and HLI, the Company was merged with and into HLI (the Merger), with
HLI continuing as the surviving corporation.

Pursuant to the Plan of Reorganization and as a result of the Merger, all
of the issued and outstanding shares of common stock, par value $.01 per share,
of the Company (the Old Common Stock), and any other outstanding equity
securities of the Company, including all options and warrants, were cancelled.
Promptly following the Merger, HLI distributed to certain holders of allowed
claims, under the terms of the Plan of Reorganization, an amount in cash, the
New Common Stock, the Series A Warrants, the Series B Warrants and the
Preferred Stock (as defined below). Prior to the Merger, the Old Common Stock
was registered pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the Exchange Act). In reliance on Rule 12g-3(a) of the
Exchange Act, by virtue of the status of New Hayes as a successor issuer to the
Company, the New Common Stock is deemed registered under Section 12(g) of the
Exchange Act. The Company filed a Form 15 with the SEC to terminate the
registration of the Old Common Stock under the Exchange Act.

Pursuant to the terms of the Plan of Reorganization, HLI issued 100,000
shares of Series A Exchangeable Preferred Stock, par value $1.00, of HLI (the
Preferred Stock) to the holders of certain allowed claims. In accordance
with the terms of the Preferred Stock, the shares of Preferred Stock are, at
the holders option, exchangeable into a number of fully paid and nonassessable
shares of New Common Stock equal to (i) the aggregate liquidation preference of
the shares of Preferred Stock so exchanged ($100 per share plus all accrued and
unpaid dividends thereon (whether or not declared) to the exchange date)
divided by (ii) 125% of the Emergence Share Price. As determined pursuant to
the terms of the Plan of Reorganization, the Emergence Share Price is $18.50.

In connection with the Debtors emergence from Chapter 11, on the
Effective Date, HLI entered into a $550.0 million senior secured credit
facility (the New Credit Facility), with Citigroup Global Markets, Inc. and
Lehman Brothers, Inc., as the exclusive joint book-running lead managers and
joint lead arrangers, Citicorp North America, Inc., as a lender and the
administrative agent, Lehman Commercial Paper Inc., as a lender and the
syndication agent, and a group of other lenders. The New Credit Facility
consists of a $450.0 million six-year amortizing term loan (the New Term
Loan) and a five-year $100.0 million revolving credit facility. In addition,
HLI issued on the Effective Date an aggregate of $250.0 million principal
amount of 101/2% senior notes due 2010 (the New Senior Notes). The proceeds
from the initial $450.0 million of borrowings under the New Credit Facility and
the net proceeds from the New Senior Notes were used to make payments required
under the Plan of Reorganization, including the repayment of the Companys DIP
Facility and a payment of $477.3 million to the lenders under the Prepetition
Credit Agreement, to pay related transaction costs and to refinance certain
debt.

Following emergence from Chapter 11, the Company expects to pay the
Restructuring Performance Bonus under the CERP in an aggregate amount equal to
$12.1 million, based on the Companys compromise total enterprise value of
$1,250.0 million, as confirmed by the Bankruptcy Court. The aggregate amount of the Restructuring Performance Bonus
has not been accrued as of April 30, 2003. See Note (3) to the
consolidated financial statements herein.

In addition, upon emergence from Chapter 11, the Company implemented
fresh start accounting principles pursuant to SOP 90-7. See Note (3) to the
consolidated financial statements herein for a presentation of such
implementation.

Results of Operations

Sales of the Companys wheels, wheel-end attachments, aluminum structural
components and brake components produced in North America are directly affected
by the overall level of passenger car, light truck and commercial highway
vehicle production of North American OEMs, while sales of its wheels and
automotive castings in Europe are directly affected by the overall vehicle
production in Europe. The North American and European automotive industries
are sensitive to the overall strength of their respective economies.

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The Company is organized based primarily on markets served and products
produced. Under this organization structure, the Companys operating segments
have been aggregated into three reportable segments: Automotive Wheels,
Components and Other. The Automotive Wheels segment includes results from the
Companys operations that primarily design and manufacture fabricated steel and
cast aluminum wheels for original equipment manufacturers in the global
passenger car and light vehicle markets. The Components segment includes
results from the Companys operations that primarily design and manufacture
suspension, brake and powertrain components for original equipment
manufacturers in the global passenger car and light vehicle markets. The Other
segment includes results from the Companys operations that primarily design
and manufacture wheel and brake products for commercial highway and aftermarket
customers in North America. The Other segment also includes financial results
related to the Companys tire and wheel operations in Europe, the corporate
office and elimination of certain intercompany activities.

Three Months Ended April 30, 2003 Compared to Three Months Ended April 30, 2002

Net Sales

|                  |       |   |       |       |  |      |            |       |          |  |      |     |  
|----------------- | ----- | - | ----- | ----- |  | ---- | ---------- | ----- | -------- |  | ---- | --- | -
|                  |       |   | 2003  |       |  | 2002 |            |       | % Change | 
|                  |       |   |       |       |  |      |            |       |          | 
|                  |       |   |       |       |  |      | (millions) |       |          |  |      |    
|Automotive Wheels |       | $ | 303.0 |       |  | $    | 287.1      |       |          |  | 5.5  | %  
|Components        |       |   | 184.1 |       |  |      | 176.5      |       |          |  | 4.3  | %  
|Other             |       |   | 28.2  |       |  |      | 23.1       |       |          |  | 22.1 | %  
|                  |       |   |       |       |  |      |            |       |          | 
|                  | Total |   | $     | 515.3 |  |      | $          | 486.7 |          |  |      | 5.9 | %
|                  |       |   |       |       |  |      |            |       |         

The Companys net sales for the first quarter of fiscal 2003 were $515.3
million, approximately a 5.9% increase as compared to net sales of $486.7
million during the same period in fiscal 2002. After adjusting for the net
impact of favorable foreign exchange rate fluctuations relative to the U.S.
dollar, net sales for the first quarter of fiscal 2003 decreased $0.8 million
relative to the first quarter of fiscal 2002.

Net sales from the Companys Automotive Wheels segment increased $15.9
million to $303.0 million in the first quarter of fiscal 2003 from $287.1
million compared to the same period in fiscal 2002. Net sales from the
Companys foreign wheel operations increased by approximately $43 million. The
net impact of favorable foreign exchange rate fluctuations increased sales by
approximately $24 million. The remaining net sales increase in our foreign
wheel operations was primarily driven by favorable product mix and higher
demand from customers located in Japan, Thailand, South Africa and Brazil, as
well as increased truck production in Europe, Brazil and India. Net sales from
the Companys North American wheel operations decreased by approximately $27
million from the first quarter of fiscal 2002 to the first quarter of fiscal
2003. This decrease was primarily due to lower OEM production requirements,
particularly on Chrysler sport utility vehicles and General Motors trucks, as
well to lower aluminum pass through pricing and increased price concessions to
customers.

Net sales from Components increased $7.6 million to $184.1 million in the
first quarter of fiscal 2003 from $176.5 million in the first quarter of fiscal
2002. The increase is primarily due to new program launches at the Companys
Montague, Michigan facility that increased sales by approximately $16 million.
The impact of the closure of the Companys Petersburg, Michigan facility and
the sale of the Companys Maulbronn, Germany foundry during the second quarter
of fiscal 2002 reduced net sales by approximately $9 million during the first
quarter of fiscal 2003 compared to the same period in fiscal 2002. Components
net sales increased by approximately $5 million due to favorable foreign
exchange rate fluctuations at the Companys foreign Components business. This
was partially offset by the impact of lower OEM production requirements and
increased price concessions at the Companys North American Components
operations.

Other net sales increased $5.1 million to $28.2 million in the first
quarter of fiscal 2003 from $23.1 million in the first quarter of fiscal 2002.
Net sales from the Companys commercial highway and aftermarket operations
increased approximately $3 million, primarily due to increased volumes. The
remaining increase in Other net sales is related to lower inter-segment sales
eliminations in the first quarter of fiscal 2003 compared to the same period in
fiscal 2002.

Gross Profit

The Companys gross profit margin for the first quarter of fiscal 2003
increased by $6.6 million, to $51.7 million, from $45.1 million in the first
quarter of fiscal 2002. Adjusted for the net impact of foreign exchange rate
fluctuations relative to the U.S. dollar, the Companys gross profit increased
$1.7 million from the first quarter of fiscal 2002.

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Gross profit from the Companys Automotive Wheels operations increased
$8.0 million from the first quarter of fiscal 2002 to the first quarter of
fiscal 2003. This increase is due primarily to improved global operating
performance in the Automotive Wheels segment and higher sales volumes in the
foreign wheel operations. This
increase was partially offset by lower OEM demand in North America and lower
overall pricing in the first quarter of fiscal 2003 as compared to the same
period in the prior year. The net impact of fluctuations in foreign exchange
rates relative to the U.S. Dollar increased gross profit in the Companys
Automotive Wheel operations by approximately $5 million.

Gross profit at the Companys Components segment increased by $2.4 million
in the first quarter of fiscal 2003 compared to the same period in fiscal 2002.
Improved operating performance at the Companys Montague, MI facility during
the first quarter of 2003 increased gross profit because of the abnormally high
start-up costs related to new program launches at this facility during the
first quarter of fiscal 2002. This increase was partially offset by lower
pricing, higher depreciation expense related to new program launches and higher
natural gas prices The majority of the remaining difference in gross profit
in the Components segment is due to the net favorable impact of foreign
exchange rate fluctuations relative to the US dollar at the Companys foreign
components business.

Other gross profit decreased $3.8 million in the first quarter of fiscal
2003 compared to the same period in fiscal 2002 due primarily to higher North
American retiree medical and pension costs which increased by approximately $3
million. The Companys commercial highway and aftermarket operations recorded
approximately $1 million lower gross profit in the first quarter of fiscal 2003
due primarily to an unfavorable product mix.

Marketing, General and Administrative

The Companys marketing, general and administrative expenses remained
relatively unchanged in the first quarter of fiscal 2003 compared to the same
period in fiscal 2002. Foreign exchange rate fluctuations, as well as
increased employee costs across all of the Companys segments, increased
marketing, general and administrative expenses by approximately $2 million.
This was offset by a decrease in Other marketing, general and administrative
expenses primarily related to lower consulting fees in fiscal 2003.

Engineering and Product Development

Engineering expenses increased $1.3 million in the first quarter of fiscal
2003 compared to the same period in fiscal 2002. The Automotive Wheels segment
recorded an increase in engineering expenses in the first quarter of fiscal
2003 primarily related to higher spending for the Companys six sigma and
lean manufacturing initiatives in the Companys North American wheel
operations. The remainder of the increase in engineering and product
development is primarily due to the impact of foreign exchange rate
fluctuations relative to the U.S. dollar in the Companys international wheel
operations.

Asset Impairments and Other Restructuring Charges

The Company recorded asset impairment loses and other restructuring
charges of $4.1 million in the first quarter of fiscal 2003 and $7.2 million in
the first quarter of fiscal 2002.

Impairment of Facilities

During the first quarter of fiscal 2003, the Company recorded asset
impairment losses of $0.6 million to write down the fair value of its
Petersburg, Michigan facility and its Thailand greenfield site based on current
real estate market conditions. These non-operating facilities are currently
held for sale by the Company.

Impairment of Machinery, Equipment and Tooling

During the first quarter of fiscal 2003, the Company recorded asset
impairment losses of $3.2 million on certain machinery and equipment in its
Automotive Wheels and Components segments due to a change in managements plan
for the future use of idled machinery and equipment. Such investments in fixed
assets were written down to fair value based on the expected scrap value if
any, of such machinery, equipment and tooling.

Facility Closures

In connection with the closure of its Bowling Green, Kentucky facility
which the Company announced during the fourth quarter of fiscal 2001, the
Company recorded a restructuring charge of $0.3 million in the first quarter of
fiscal 2003. This charge relates to additional plant closure costs subsequent
to the shutdown date and is expected to be paid during fiscal 2003.

In February 2002, the Company committed to a plan to close its
manufacturing facility in Somerset, Kentucky. In connection with the closure
of the Somerset facility (which commenced during February 2002), the Company
recorded an estimated restructuring charge of $6.7 million in the first quarter
of fiscal 2002. This charge includes amounts related to lease termination
costs and other

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closure costs including security and maintenance costs
subsequent to the shut down date. The amount of the charge related to leases
was $3.5 million and is classified as a liability subject to compromise as of
April 30, 2003 and January 31, 2003. The other closure costs are expected to be paid
during fiscal 2003.

The following table describes the activity in the balance sheet accounts
affected by severance and other restructuring charges during the three months
ended April 30, 2003:

|                    |  |             |      |  |               |           |     |                  |  |   |          |      |  |         |      |           |  |   |     | 
|------------------- |  | ----------- | ---- |  | ------------- | --------- | --- | ---------------- |  | - | -------- | ---- |  | ------- | ---- | --------- |  | - | --- | 
|                    |  |             |      |  |               | Severance |     |                  |  |   |          |      |  |         |      |           |  |   |    
|                    |  | January 31, |      |  | and Other     |           |     |                  |  |   |          |      |  |         |      | April 30, | 
|                    |  | 2003        |      |  | Restructuring |           |     |                  |  |   |          | Cash |  |         | 2003 |          
|                    |  | Accrual     |      |  | Charges       |           |     | Reclassification |  |   | Payments |      |  | Accrual |     
|                    |  |             |      |  |               |           |     |                  |  |   |          |      |  |         |     
|Facility exit costs |  | $           | 12.6 |  |               | $         | 0.3 |                  |  | $ | (7.5     | )    |  | $       | (1.1 | )         |  | $ | 4.3 | 
|Severance           |  |             | 4.0  |  |               |           |    |                  |  |   |         |      |  |         | (1.3 | )         |  |   | 2.7 | 
|                    |  |             |      |  |               |           |     |                  |  |   |          |      |  |         |     
|                    |  | $           | 16.6 |  |               | $         | 0.3 |                  |  | $ | (7.5     | )    |  | $       | (2.4 | )         |  | $ | 7.0 | 
|                    |  |             |      |  |               |           |     |                  |  |   |          |      |  |         |     

Of the facility exit costs accrued as of January 31, 2003, $7.5 million
relates to lease termination costs which have been reclassified to liabilities
subject to compromise as of April 30, 2003 based on the discharge of these
leases under the Plan of Reorganization.

Other Income, net

Other income, net for the three months ended
April 30, 2003 of $0.5
million consists primarily of gains on sales of various assets, export sales
incentives, royalty, licensing and technical assistance fees, net of
amortization of intangible assets.

Other income, net for the
three months ended April 30, 2002 of $2.6 million includes a gain on the sale of the Companys
Brazilian agricultural business of approximately $0.9 million. The Company received $5.2 million
in cash in connection with this sale. Gains on the sale of equipment at various
other locations accounted for most of the remainder of the balance in this account.

Interest Expense, net

Interest expense was $17.0 million for the first quarter 2003 compared to
$16.8 million for the first quarter 2002.

Income Taxes

The income tax provision for the quarter is primarily the result of tax
expense in foreign jurisdictions and various states. The Company has recorded
a valuation allowance against all net deferred tax assets in the United States
and certain deferred tax assets in foreign jurisdictions. As such, there is no
United States federal income tax benefit recorded against current losses.

Liquidity and Capital Resources

Chapter 11 Filings

As discussed above, the Debtors filed voluntary
petitions for reorganization relief under Chapter 11 of the Bankruptcy Code. On June
3, 2003, Hayes Lemmerz International, Inc. and each of the 27 Debtors proposing the Plan of
Reorganization emerged from Chapter 11 proceedings pursuant to the Plan of Reorganization. Also
on June 3, 2003, the Bankruptcy Court entered an order dismissing the Chapter 11 Filings of the remaining
five Debtors that were not proponents of the Plan of Reorganization and are not subject to the terms
thereof.
The matters described under this caption Liquidity and Capital Resources, to
the extent that they relate to future events or expectations, may be
significantly affected by the Chapter 11 Filings.

Cash Flows

The Companys operations provided $17.2 million in cash in the first
quarter of fiscal 2003 compared to $50.0 million in the first quarter of fiscal
2002. This decrease resulted primarily from the effect of a customer
overpayment reflected in the first quarter of fiscal 2002, higher Chapter
11-related payments in the first quarter of fiscal 2003, the payment of annual
incentive compensation in the first quarter of fiscal 2003 and higher working
capital requirements in fiscal 2003 created, in part, by changes in average
customer payment terms.

The principal sources of liquidity for the Companys future operating,
capital expenditure, facility closure, restructuring and reorganization
requirements are expected to be (i) cash flows from operations, (ii) proceeds
from the sale of non-core assets and businesses, (iii) cash on hand, and (iv) borrowings under the $100 million
revolving credit facility under the New Credit Facility as discussed above. While the Company
expects that such sources will meet these requirements, there can be no
assurances that such sources will prove to be sufficient, in part, due to
inherent uncertainties about applicable future capital market conditions.

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Capital expenditures for the first quarter of fiscal 2003 were $20.0
million. These expenditures were primarily for additional machinery and
equipment to improve productivity and reduce costs, to meet demand for new
vehicle platforms and to meet expected requirements for the Companys products.
The Company anticipates capital expenditures for fiscal 2003 will be
approximately $140.0 million relating primarily to maintenance and cost
reduction programs and to meet demand for new vehicle platforms.

Other Liquidity Matters

As of April 30, 2003, there were $61.4 million of outstanding borrowings
and $5.0 million in letters of credit issued under the DIP Facility.

As more fully discussed above, on June 3, 2003, in connection with the
Companys emergence from Chapter 11, the Company entered into a $550.0 million
senior secured credit facility (the New Credit Facility), consisting of a
$450.0 million term loan and a $100.0 million revolving credit facility. The
Company also issued an aggregate of $250.0 million principal amount of 10 1/2%
senior notes due 2010 (the New Senior Notes). The proceeds from the initial
$450.0 million of borrowings under the New Credit Facility and the net proceeds
from the New Senior Notes were used to make payments required under the Plan of
Reorganization.

In addition, upon the Companys emergence from bankruptcy, all of the
Companys existing securities, including the Old Common Stock, Old Senior Notes
and Old Subordinated Notes, were cancelled. All amounts outstanding under the
Prepetition Credit Agreement were satisfied in exchange for: (i) a cash payment
of $478.5 million; (ii) 15,930,000 shares of New Common Stock; and (iii) 53,100
shares of Preferred Stock. All amounts outstanding under the Old Senior Notes
were satisfied in exchange for: (i) a cash payment of approximately $13.0
million; (ii) 13,470,000 shares of New Common Stock; (iii) 44,900 shares of
Preferred Stock; and (iv) a portion of the distributions from the trust
established under the Plan of Reorganization for the benefit of the prepetition
creditors (the Creditors Trust). All amounts outstanding under the Old
Subordinated Notes were satisfied in exchange for a distribution of Series A
Warrants. In addition, holders of unsecured claims will receive an aggregate
amount of 600,000 shares of New Common Stock, 2,000 shares of Preferred Stock,
the Series B Warrants and a portion of the distributions under the Creditors
Trust.

In addition, upon emergence from Chapter 11, the Company: (i) repaid the
DIP Facility in full; (ii) repaid $23.6 million of certain of the operating
leases discussed below; and (iii) paid certain other costs and expenses
pursuant to the Plan of Reorganization. Of the proceeds from the
Company's exit financing as discussed above, $71.5 million has been
escrowed for the purpose of settling certain of the Company's foreign
debt obligations. Since the Effective Date, the Company has repaid
approximately $48.6 million of certain of its foreign debt
obligations, of which approximately $36.1 million was from
the escrowed amount and approximately $12.5 million was from excess cash
balances of certain foreign subsidiaries. Prior to August 1, 2003,
the Company expects to repay approximately $51.5 million of
additional foreign debt obligations from the remaining escrowed proceeds and from
excess cash balances.

Certain of the operating leases covering leased assets with an original
cost of approximately $68.0 million, contain provisions which, if certain
events occur or conditions are met, including termination of the lease, might
require the Company to purchase or re-sell the leased assets within a specified
period of time, generally one year, based on amounts specified in the lease
agreements. On July 18, 2001, the Company received notification of termination
from a lessor with respect to leased assets having approximately $25.0 million
of original cost (which termination was not to be effective for one year). The
Company has not agreed with the lessor that a termination has occurred at the
time of the notice and has continued to use the leased assets. In connection
with the Companys emergence from bankruptcy, the Company has purchased these
assets for $23.6 million.

Critical Accounting Policies

Asset impairment losses and other restructuring charges

The Companys consolidated statements of operations included herein
reflect an element of operating expenses described as asset impairments and
other restructuring charges. The Company periodically evaluates whether events
and circumstances have occurred that indicate that the remaining useful life of
any of its long lived assets may warrant revision or that the remaining balance
might not be recoverable. When factors indicate that the long lived assets
should be evaluated for possible impairment, the Company uses an estimate of
the future undiscounted cash flows generated by the underlying assets to
determine if a write-down is required. If a write-down is required, the
Company adjusts the book value of the impaired long-lived assets to their
estimated fair values. Fair value is determined through third party appraisals
or discounted cash flow calculations. The related charges are recorded as an
asset impairment or, in the case of certain exit costs in connection with a
plant closure or restructuring, a restructuring or other charge in the
consolidated statements of operations.

As discussed above and in the notes to the Companys consolidated
financial statements included herein, a number of decisions have occurred or
other factors have indicated that these types of charges are required to be
currently recognized. There can be no assurance that there will not be
additional charges based on future events and that the additional charges would
not have a materially adverse impact on the Companys financial position and
results of operations.

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Valuation allowances on deferred income tax assets

In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable income, and tax
planning strategies in making this assessment. The Company expects the
deferred tax assets, net of the valuation allowance to be realized as a result
of the reversal of existing taxable temporary differences in the United States
and as a result of projected future taxable income and the reversal of existing
taxable temporary differences in certain foreign locations. As a result of
managements assessment, a valuation allowance was recorded. The Company
determined that it could not conclude that it was more likely than not that the
benefits of certain deferred income tax assets would be realized. The
valuation allowance recorded by the Company reduces to zero the net carrying
value of all United States and certain foreign net deferred tax assets.

Use of Estimates

Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare the consolidated financial
statements included herein in conformity with accounting principles generally
accepted in the United States of America. Actual results could differ from
those estimates.

Generally, assets and liabilities which are subject to managements
estimation and judgment include long-lived assets, due to the use of estimated
economic lives for depreciation purposes and future expected cash flow
information used to evaluate the recoverability of the long-lived assets,
inventory, accounts receivable, deferred tax asset valuation reserves, pension
and post retirement costs, restructuring reserves, self insurance accruals and
environmental remediation accruals.

New Accounting Pronouncements

In May 2003, the FASB issued Statement No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity
(SFAS No. 150). SFAS No. 150 requires that certain classes of free-standing
financial instruments that embody obligations for entities be classified as
liabilities. Generally, SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003 and is otherwise effective at the
beginning of the first interim period beginning after June 15, 2003. The
impact of the adoption of SFAS No. 150 is included in the pro forma reorganized
condensed consolidated balance sheet as of April 30, 2003. Refer to Note (3)
which estimates the fair value of the liabilities related to the Companys
freestanding financial instruments issued as part of the new capitalization
structure upon emergence from bankruptcy. The fair value of the Series A and
Series B Warrants, and of the Redeemable Preferred Stock of Subsidiary is
expected to be approximately $9.9 million and $10.0 million, respectively.

In April 2003, the FASB issued Statement No. 149, Amendment of Statement
133 on Derivative Instruments and Hedging Activities (SFAS No. 149). SFAS
No. 149 amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging activities
under FASB Statement No. 133, Accounting for Derivative Instruments and
hedging Activities. SFAS 149 is generally effective for contracts entered
into or modified after June 30, 2003. The provisions of SFAS No. 149 are
required to be applied prospectively. The Company does not believe the
adoption of SFAS No. 149 will have a material impact on its financial position
or results of operations.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities. Interpretation No. 46 provides guidance for
identifying a controlling interest in a Variable Interest Entity (VIE)
established by means other than voting interests. Interpretation No. 46 also
requires consolidation of a VIE by an enterprise that holds such a controlling
interest when it is determined that the investor will absorb a majority of the
VIEs expected losses or residual returns, if they occur. The effective date
for this Interpretation will be July 1, 2003. The Company does not expect the
adoption of this statement to have a material effect on the Companys financial
position or results of operations.

In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure, an amendment of FASB
Statement No. 123. This Statement amends SFAS No. 123, Accounting for Stock
Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value method of accounting for stock-based
employee compensation. In addition, this Statement amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual
and interim financial statements.

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In December 2002, the Emerging Issues Task Force (EITF) issued EITF
Issue 00-21, Accounting for Revenue Arrangements with Multiple Deliverables.
EITF 00-21 provides guidance on determining whether a revenue arrangement
contains multiple deliverable items and if so, requires revenue be allocated
amongst the different items based on fair value. EITF 00-21 also requires
revenue on any item in a revenue arrangement with multiple deliverables not
delivered completely must be deferred until delivery of the item is completed. The effective date of this Issue for the Company
will be July 1, 2003. The Company does not expect the adoption of this
Statement to have a material effect on the financial statements of the Company.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS No. 146 requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by this standard include lease termination costs and
certain employee severance costs associated with a restructuring or plant
closing, or other exit or disposal activity. Previous guidance for such costs
was provided by 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) (EITF 94-3). SFAS No. 146
replaces EITF 94-3, and is to be applied prospectively to exit or disposal
activities initiated after December 31, 2002. Liabilities recorded under EITF
94-3 prior to adoption of SFAS No. 146 are grandfathered, and thus, adoption of
this standard did not have a material effect on the Companys financial
position or results of operations.

In May 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS No. 145 eliminates the requirement that gains and losses
from the extinguishment of debt be aggregated and, if material, classified as
an extraordinary item, net of the related income tax effect. However, an
entity is not prohibited from classifying such gains and losses as
extraordinary items, so long as they meet the criteria outlined in Accounting
Principles Board Opinion No. 30, Reporting the Results of Operations 
Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions.
SFAS No. 145 also eliminates the inconsistency between the accounting for
sale-leaseback transactions and certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. This statement is
effective for financial statements issued for fiscal years beginning after May
15, 2002. The Company adopted SFAS No. 145 on February 1, 2003, and adoption
of this standard did not have a material effect on the Companys financial
position or results of operations.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations. SFAS No. 143 requires that the fair value of a
liability for an asset retirement obligation be recognized in the period in
which it is incurred if a reasonable estimate of fair value of the liability
can be made. Such associated asset retirement costs are to be capitalized as
part of the carrying amount of the long-lived asset. SFAS also contains
additional disclosure requirements regarding descriptions of the asset
retirement obligations and reconciliation of changes therein. The provisions
of this Statement are effective for fiscal years beginning after June 15, 2002.
The Company adopted SFAS No. 143 effective February 1, 2003, and adoption of
this standard did not have a material effect on the Companys financial
position or results of operations.




Item 3. Quantitative and Qualitative Disclosures about Market Risk

For the period ended April 30, 2003, the Company did not experience any
material change in market risk exposures affecting the quantitative and
qualitative disclosures as presented in the Companys Annual Report on Form
10-K for the year ended January 31, 2003.




Item 4. Controls and Procedures

On February 19, 2002, the Company issued restated consolidated financial
statements included in its filings with the Securities and Exchange Commission
(the SEC) as of and for the fiscal years ended January 31, 2001 and 2000, and
related quarterly periods (the 10-K/A), and for the fiscal quarter ended
April 30, 2001 (the 10-Q/A). The restatement was the result of failure by
the Company to properly apply certain accounting standards generally accepted
in the United States of America, and because certain accounting errors and
irregularities in the Companys financial statements were identified. As
discussed in the Companys Annual Report on Form 10-K for the fiscal year 2001
filed with the SEC on May 1, 2002, the Company has been advised that the SEC is
conducting an investigation into the facts and circumstances giving rise to the
restatement, and the Company has been and intends to continue cooperating with
the SEC. The Company cannot predict the outcome of such an investigation.

Following the commencement of an internal review of its accounting records
and procedures and the investigation initiated by the Companys Audit Committee
of the Board of Directors in connection with the restatement process (the
Audit Committee Investigation), the Company initiated a significant
restructuring which included, among other things, (i) a new management team
under the leadership of a new chief executive officer and the hiring of a new
chief financial officer (initially an interim chief financial

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officer), (ii) a
number of key operating initiatives including an ongoing process to rationalize
the manufacturing capacity of the company on a global basis and (iii) the
Chapter 11 Filings.

These activities, while critical to the restructuring of the Company,
complicate the Companys ability to assess the overall effectiveness of (i)
disclosure controls and procedures, as defined in Exchange Act Rules 13a-14 and
15d-14 (the Disclosure Controls and Procedures) and (ii) internal controls, including those internal
controls and procedures for financial reporting (the Internal Controls).
These activities also complicate the Companys ability to implement certain
improvements to its disclosure controls and procedures and internal controls.
As a result, we will continue to be subjected to a number of risks relating to
these controls that are inherent in our transition following emergence from
Chapter 11.

Since the inception of the restatement process and Audit Committee
Investigation, the Company has made a number of significant changes that
strengthened its Disclosure Controls and Procedures and Internal Controls.
These changes included, but were not necessarily limited to, (i) communicating
clearly and consistently a tone from new senior management regarding the proper
conduct in these matters, (ii) terminating or reassigning key managers, (iii)
hiring (or retaining on an interim basis), in addition to the chief financial
officer position noted above, a new chief accounting officer, a new chief
information officer, and several new experienced business unit controllers,
(iv) strengthening the North American financial management organizational
reporting chain, (v) requiring stricter account reconciliation standards, (vi)
establishing an anonymous TIPLINE monitored by the general counsel of the
Company, (vii) updating and expanding the distribution of the Companys
business conduct questionnaire, (viii) conducting more face-to-face quarterly
financial reviews with business unit management, (ix) requiring quarterly as
well as annual plant and business unit written representations, (x) expanding
the financial accounting procedures in the current year internal audit plan,
(xi) temporarily supplementing the Companys existing staff with additional
contractor-based support to collect and analyze the information necessary to
prepare the Companys financial statements, related disclosures and other
information requirements contained in the Companys SEC periodic reporting
until the Company implements changes to the current organization and staffing,
and (xii) commencing a comprehensive, team-based process to further assess and
enhance the efficiency and effectiveness of the Companys financial processes,
including support efforts which better integrate current and evolving financial
information system initiatives, and addressing any remaining critical
weaknesses, including any reported by the Companys internal audit function and
independent public accountants.

As more fully discussed in the American Institute of Certified Public
Accountants (AICPA) auditing standards pronouncement Consideration Of
Internal Control in a Financial Statement Audit, AU Section 319, paragraphs
     .21 to .24, an internal control system no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control
objectives will be met. Limitations inherent in any system of internal
controls might include, among other things, (i) faulty human judgment and
simple errors or mistakes, (ii) collusion of two or more people or
inappropriate management override of procedures, (iii) imprecision in
estimating and judging cost-benefit relationships in designing controls and
(iv) reductions in the effectiveness of one deterring component (such as a
strong cultural and governance environment) by a conflicting component (such as
may be found in certain management incentive plans).

The Company, including its Chief Executive Officer and Chief Financial
Officer, believes that the aforementioned limitations apply to any applicable
system of internal controls, including the Disclosure Control and Procedures
and Internal Controls. The Company will continue the process of identifying
and implementing corrective actions where required to improve the effectiveness
of its Disclosure Controls and Procedures and Internal Controls. Significant
supplemental resources will continue to be required to prepare the required
financial and other information during this process. The changes made to date
as discussed above have enabled the Company to restate its previous filings
where required, as well as subsequently prepare and file the remainder of the
required periodic reports for fiscal 2001, 2002 and 2003 on a timely basis.

Evaluation of Disclosure Controls and Procedures

During fiscal 2002, the Company formed a disclosure committee reporting to
the Chief Executive Officer of the Company to assist the Chief Executive
Officer and Chief Financial Officer in fulfilling their responsibility in
designing, establishing, maintaining and reviewing the Companys Disclosure
Controls and Procedures (the Disclosure Committee). The Disclosure Committee
is currently chaired by the Companys Chief Financial Officer and includes the
Companys Chief Accounting Officer, Interim General Counsel, Vice President of
Human Resources and Administration, Corporate Controller, Treasurer, Director
of Corporate Accounting and Senior Counsel as its other members. Within 90
days prior to the date of filing this report, the Companys Chief Executive
Officer and Chief Financial Officer, along with the Disclosure Committee,
evaluated the Companys Disclosure Controls and Procedures. The Companys
Chief Executive Officer and Chief Financial Officer have concluded that the
Disclosure Controls and Procedures are effective.

Changes in Internal Controls

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Since the date of the last quarterly filing, the Company has continued to
take steps intended to increase the effectiveness of its compensating control
procedures while it completes a program that, over time, will address the
financial process and information systems objectives noted above. As
previously discussed above, the Company emerged from Chapter 11 on June 3,
2003. The Company has commenced a transition period after which AlixPartners
LLC and other outside consultants will no longer be retained by the Company, and some of the services presently provided by these
professionals will be performed by current employees or employees that must be
hired. Certain of these services represent a significant portion of the
Companys current key accounting and financial reporting processes and related
controls. As part of this transition, the Company has recently hired a new
Director of Corporate Accounting. Other than the aforementioned items, there
were no other significant changes in the Companys Internal Controls or in
other factors that could significantly affect Internal Controls.




PART II. OTHER INFORMATION




Item 1. Legal Proceedings

On February 19, 2002, the Company issued restated consolidated financial
statements as of and for the fiscal years ended January 31, 2001 and 2000, and
related quarterly periods (the 10-K/A), and for the fiscal quarter ended
April 30, 2001 (the 10-Q/A). The restatement was the result of failure by
the Company to properly apply certain accounting standards generally accepted
in the United States of America, and because certain accounting errors and
irregularities in the Companys financial statements were identified. The
Company has been advised that the Securities and Exchange Commission (SEC) is
conducting an investigation into the facts and circumstances giving rise to the
restatement, and the Company has been and intends to continue cooperating with
the SEC by providing requested documents and cooperating with depositions of
Company employees. The Company cannot predict the outcome of the
investigation.

On May 3, 2002, a group of purported purchasers of the Companys bonds
commenced a putative class action lawsuit against thirteen present or former
directors and officers of the Company (but not the Company) and KPMG LLP, the
Companys independent auditor, in the United States District Court for the
Eastern District of Michigan. The complaint seeks damages for an alleged class
of persons who purchased Company bonds between June 3, 1999 and September 5,
2001 and claim to have been injured because they relied on the Companys
allegedly materially false and misleading financial statements. On June 27,
2002, the plaintiffs filed an amended class action complaint adding CIBC World
Markets Corp. and Credit Suisse First Boston Corporation, underwriters for
certain bonds issued by the Company, as defendants. These claims were not
discharged upon the effectiveness of the Plan of Reorganization because they
are against the Companys present and former directors and officers and KPMG
LLP, and not against the Company.

Additionally, before the date the Company commenced its Chapter 11
Bankruptcy case, four other putative class actions were filed in the United
States District Court for the Eastern District of Michigan against the Company
and certain of its directors and officers, on behalf of a class of purchasers
of the Companys Old Common Stock from June 3, 1999 to December 13, 2001, based
on similar allegations of securities fraud. These claims, as against the
Company, but not as against the Companys officers and directors, were
discharged upon the effectiveness of the Plan of Reorganization. On May 10,
2002, the plaintiffs filed a consolidated and amended class action complaint
seeking damages against the Companys present and former officers and directors
(but not the Company) and KPMG LLP.

On June 13, 2002, the Company filed an adversary complaint and motion for
a preliminary injunction in the Bankruptcy Court requesting the Court to stay
the class action litigation commenced by the bond purchasers and equity
purchasers. Additionally, on July 25, 2002, the Company filed with the
Bankruptcy Court a motion to lift the automatic stay in the Chapter 11 Filings
to allow the insurance company that provides officer and director liability
insurance to the Company to pay the defense costs of the Companys present and
former officers and directors in such litigation. The Bankruptcy Court has
since entered an order permitting the insurance company to pay up to $500,000
in defense costs incurred by the Companys present and former officers and
directors in the litigation subject to certain conditions, which amount has
subsequently been increased to $800,000 pursuant to further authority in the
order. The Company has withdrawn its motion for a preliminary injunction.

During the pendency of the Chapter 11 Filings, the Company has taken
action to terminate certain marketing and support services, technology license
and technical assistance and shareholders agreements (the Agreements)
relating to the Companys 40% interest in Hayes Wheels de Mexico, S.A. de C.V.,
a Mexican corporation manufacturing aluminum and steel wheels (HW de Mexico).
In the event that such termination is not effective for any reason, the
Company has also filed a protective motion with the Bankruptcy Court seeking to
reject the Agreements. DESC Automotriz, S.A. de C.V. (the 60% owner of
HW-Mexico) (DESC), HW de Mexico, and Hayes Wheels Aluminio, S.A. de C.V. (a
subsidiary of HW de Mexico) have asserted administrative expense claims against
the Company in an amount not less than $20.6 million relating to allegedly
improper actions taken by the Company with

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respect to HW de Mexico and certain
of the Agreements during the Chapter 11 Filings. As part of the resolution of
its objection to confirmation of the Plan of Reorganization, the Company has
agreed with DESC that if, following the Companys emergence from Chapter 11,
either the Company or Hayes Lemmerz International-Mexico, Inc. is found liable
on these claims and such claims are entitled to administrative expense claim
status, the Company will pay such liabilities in full in cash in the amount
determined by the court to be entitled to administrative expense claim status.
The Company is presently in discussions with DESC regarding a resolution of these claims; however, there can be no assurance that such discussions
will result in a resolution of this dispute or what the terms of any resolution
may be.

The Company is a defendant in a patent infringement matter filed in 1997
in the United States District Court, Eastern District of Michigan. Lacks
Incorporated (Lacks) alleged that the Company infringed on three patents held
by Lacks relating to chrome-plated plastic cladding for steel wheels. Prior to
fiscal 2000, the Federal District Court dismissed all claims relating to two of
the three patents that Lacks claimed were infringed and dismissed many of the
claims relating to the third patent. The remaining claims relating to the
third patent were submitted to a special master. In January 2001, the special
master issued a report finding that Lacks third patent was invalid and
recommending that Lacks remaining claims be dismissed, the trial court
accepted these recommendations. Lacks appealed this matter to the Federal
Circuit Court. The Federal Circuit Court vacated the trial courts ruling that
the third patent was invalid and remanded the matter back to the trial court
for further proceedings. In addition to the Companys defenses in the lawsuit,
the Company has certain rights of indemnification against a co-defendant in the
matter that supplied the allegedly infringing products to the Company. If it
is ultimately determined that the third patent is valid and the Company is
unable to collect on the indemnification rights, it may have an adverse impact
on the Company.

The Company was party to a license agreement with Kuhl Wheels, LLC
(Kuhl), whereby Kuhl granted the Company an exclusive patent license
concerning high vent steel wheel technology known as the Kuhl Wheel (the
Kuhl Wheel), which agreement was terminated as of January 10, 2003 pursuant
to a stipulation between the Company and Kuhl entered in connection with the
Companys bankruptcy proceeding. The original license agreement (as amended,
the License Agreement), dated May 11, 1999, granted the Company a
non-exclusive license for the Kuhl Wheel technology. The License Agreement was
subsequently amended to provide the Company with an exclusive worldwide
license. On January 14, 2003, the Company filed a Complaint for Declaratory
and Injunctive Relief against Kuhl and its affiliate, Epilogics Group, in the
United States District Court for the Eastern District of Michigan. The Company
commenced such action seeking a declaration of noninfringement of two United
States patents and injunctive relief to prevent Epilogics Group and Kuhl from
asserting claims of patent infringement against the Company, and disclosing and
using the Companys technologies, trade secrets and confidential information to
develop, market, license, manufacture or sell automotive wheels. Kuhl and
Epilogics Group have filed a motion to dismiss the Companys complaint. The
Company is unable to predict the outcome of this litigation at this time.
However, if the Company is not successful in such litigation, it may have an
adverse impact on the Company.

In the ordinary course of its business, the Company is a party to other
judicial and administrative proceedings involving its operations and products,
which may include allegations as to manufacturing quality, design and safety.
After reviewing the proceedings that are currently pending (including the
probable outcomes, reasonably anticipated costs and expenses, availability and
limits of insurance rights under indemnification agreements and established
reserves for uninsured liabilities), management believes that the outcome of
these proceedings will not have a material adverse effect on the financial
condition or ongoing results of operations of the Company.




Item 2. Changes in Securities and Use of Proceeds

On June 3, 2003 (the Effective Date), Hayes Lemmerz International, Inc.,
(the Company or Old Hayes) emerged from Chapter 11 proceedings pursuant to
the Modified First Amended Joint Plan of Reorganization of Hayes Lemmerz
International, Inc. and Its Affiliated Debtors and Debtors in Possession, filed
with the United States Bankruptcy Court for the District of Delaware (the
Bankruptcy Court) on April 9, 2003 (the Plan of Reorganization), which was
confirmed by the Bankruptcy Court on May 12, 2003.

Pursuant to the Plan of Reorganization, the Company caused the formation
of (i) a new holding company, HLI Holding Company, Inc., a Delaware corporation
(HoldCo), (ii) HLI Parent Company, Inc., a Delaware corporation and a wholly
owned subsidiary of HoldCo (ParentCo), and (iii) HLI Operating Company, Inc,
a Delaware corporation and a wholly owned subsidiary of ParentCo (HLI). On
the Effective Date, (i) HoldCo was renamed Hayes Lemmerz International, Inc.
(New Hayes), (ii) New Hayes contributed to ParentCo 30,0000,000 shares of its
common stock, par value $.01 per share (the New Common Stock), 957,447 series
A warrants and 957,447 series B warrants to acquire New Common Stock of New
Hayes (the Series A Warrants and Series B Warrants, respectively), (iii)
ParentCo in turn contributed such shares of New Common Stock and Series A
Warrants and Series B Warrants to HLI and (iv) pursuant to an Agreement and
Plan of Merger, dated as of June 3, 2003 (the Merger Agreement),

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between the
Company and HLI, the Company was merged with and into HLI (the Merger), with
HLI continuing as the surviving corporation.

Pursuant to the Plan of Reorganization and as a result of the Merger, all
of the issued and outstanding shares of common stock, par value $.01 per share,
of the Company (the Old Common Stock), and any other outstanding equity
securities of the Company, including all options and warrants, were cancelled.
Promptly following the Merger, HLI distributed to certain holders of allowed
claims, under the terms of the Plan of Reorganization, an amount
in cash, the New Common Stock, the Series A Warrants, the Series B Warrants and
the Preferred Stock (as defined below). Prior to the Merger, the Old Common
Stock was registered pursuant to Section 12(g) of the Securities Exchange Act
of 1934, as amended (the Exchange Act). In reliance on Rule 12g-3(a) of the
Exchange Act, by virtue of the status of New Hayes as a successor issuer to the
Company, the New Common Stock is deemed registered under Section 12(g) of the
Exchange Act. The Company filed a Form 15 with the SEC to terminate the
registration of the Old Common Stock under the Exchange Act.

Pursuant to the terms of the Plan of Reorganization, HLI issued 100,000
shares of Series A Exchangeable Preferred Stock, par value $1.00, of HLI (the
Preferred Stock) to the holders of certain allowed claims. In accordance
with the terms of the Preferred Stock, the shares of Preferred Stock are, at
the holders option, exchangeable into a number of fully paid and nonassessable
shares of New Common Stock equal to (i) the aggregate liquidation preference
of the shares of Preferred Stock so exchanged ($100 per share plus all accrued
and unpaid dividends thereon (whether or not declared) to the exchange date)
divided by (ii) 125% of the Emergence Share Price. As determined pursuant to
the terms of the Plan of Reorganization, the Emergence Share Price is $18.50.

Following consummation of the Plan, 30,000,000 shares of the total
100,000,000 shares of authorized New Common Stock and 100,000 shares of the
total 100,000 shares of the authorized New Preferred Stock were issued and
outstanding as a result of the distribution to certain holders of allowed
claims as described above. The issued shares of New Common Stock of New Hayes
will be subject to dilution as a result of (i) exercise of the Series A
Warrants and Series B Warrants, each series of which will entitle the holders
thereof to purchase in the aggregate up to 957,447 shares of New Common Stock
which New Hayes will reserve for issuance, (ii) the grant of certain shares in
an amount to be determined and options to acquire New Common Shares to be
issued to management which New Hayes will reserve for issuance, and (iii) the
issuance of a currently indeterminable number of shares of New Common Stock
upon the exchange of shares of New Preferred Stock for shares of New Common
Stock at the election of the holders thereof. In addition to those shares
being issued to certain holders of allowed claims under the Plan, New Hayes
will have 1,000,000 shares of preferred stock authorized for issuance, of which
no shares were issued and outstanding at the time the Plan became effective,
and HLI has 600,000 shares of common stock authorized for issuance, of which
590,000 shares are issued and outstanding and held by ParentCo at the time the Plan became
effective.




Item 3. Defaults Upon Senior Securities

None.




Item 4. Submission of Matters to a Vote of Security Holders

None




Item 5. Other Information

Membership of Board of Directors

Upon emergence from bankruptcy, all of the Companys initial board
members, other than Curtis J. Clawson, President, Chief Executive Officer and
Chairman of the Board of the Company, were newly appointed. The six newly
appointed board members have been or will be selected pursuant to the Plan of
Reorganization.: As of June 16, 2003, five of the six newly appointed board
members were in place. They are: Mr. Laurence Berg, Senior Partner, Apollo
Management L.P.; Mr. Steve Martinez, Principal, Apollo Management L.P.; Dr.
William H. Cunningham, James L. Bayless Chair of Free Enterprise, University of
Texas at Austin; Mr. Henry D.G. Wallace, retired, Group Vice President, Ford
Motor Company; and Mr. Richard F. Wallman, Senior Vice President and Chief
Financial Officer, Honeywell International, Inc.

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Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

|     |  |                                                                                                                                                                                                                                                                                                                                                               
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1  |  | Modified First Amended Joint Plan of Reorganization of Hayes Lemmerz
International, Inc. and Its Affiliated Debtors and Debtors in Possession,
as Further Modified (Incorporated by reference to Exhibit 2.1 to the
Companys Current Report on Form 8-K filed May 21, 2003).                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|3.1  |  | Certificate of Incorporation of HLI Holding Company, Inc., effective as
of May 6, 2003 (Incorporated by reference to Exhibit 3.1 to the Companys
Form 8-A/A filed June 4, 2003).                                                                                                                                                                             
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|3.2  |  | Amendment to the Certificate of Incorporation of HLI Holding Company,
Inc., effective as of June 3, 2003 (Incorporated by reference to Exhibit
3.2 to the Companys Form 8-A/A filed June 4, 2003).                                                                                                                                                           
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|3.3  |  | By-Laws of Hayes Lemmerz International, Inc. (formerly known as HLI
Holding Company, Inc.), effective as of May 30, 2003 (Incorporated by
reference to Exhibit 3.3 to the Companys Form 8-A/A filed June 4, 2003).                                                                                                                                           
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|4.1  |  | Purchase Agreement, dated as of May 22, 2003, by and between Hayes
Lemmerz International, Inc., its subsidiaries named therein, and the
Initial Purchasers of the $250,000,000 of 10 1/2% Senior Notes due 2010
to be issued by HLI Operating Company, Inc. *                                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|4.2  |  | Indenture, dated as of June 3, 2003, regarding $250,000,000 of
10 1/2%
Senior Notes due 2010, by and between HLI Operating Company, certain
listed Guarantors, and U.S. Bank National Association, as Trustee. *                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|4.3  |  | Registration Rights Agreement, dated as of June 3, 2003, by and between
HLI Operating Company, Inc. and the Initial Purchasers of the 10 1/2%
Senior Notes due 2010. *                                                                                                                                                                                        
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|4.4  |  | Series A Warrant Agreement, dated as of June 2, 2003, by and between
Hayes Lemmerz International, Inc. and Mellon Investor Services LLC, as
Warrant Agent (Incorporated by reference to Exhibit 4.1 to the Companys
Form 8-A filed June 4, 2003).                                                                                                            
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|4.5  |  | Series B Warrant Agreement, dated as of June 2, 2003, by and between
Hayes Lemmerz International, Inc. and Mellon Investor Services LLC, as
Warrant Agent (Incorporated by reference to Exhibit 4.2 to the Companys
Form 8-A file June 4, 2003).                                                                                                             
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|4.6  |  | Exchange Agreement, dated as of June 3, 2003, by and between Hayes
Lemmerz International, Inc., HLI Parent Company, Inc. and HLI Operating
Company, Inc. regarding the Series A Exchangeable Preferred Stock issued
by HLI Operating Company, Inc. *                                                                                                          
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|99.1 |  | Amended and Restated Certificate of Incorporation of HLI Operating
Company, Inc., effective as of May 30, 2003. *                                                                                                                                                                                                                                             
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|99.2 |  | Agreement and Plan of Merger, dated as of June 3, 2003, by and between
Hayes Lemmerz International, Inc. and HLI Operating Company, Inc.
(Incorporated by reference to Exhibit 2.3 to the Companys Form 8-K12G3
filed on June 4, 2003).                                                                                                                      
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|99.3 |  | Credit Agreement, dated as of June 3, 2003, by and among HLI Operating
Company, Inc., as Borrower, Hayes Lemmerz International, Inc., the Lenders
and Issuers listed therein, Citicorp North America, Inc., as
Administrative Agent, Lehman Commercial Paper, Inc. , as Syndication
Agent, and General Electric Capital Corporation, as Documentation
Agent. *
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|99.4 |  | Guaranty, dated as of June 3, 2003, by and between HLI Operating Company,
Hayes Lemmerz International, Inc., and the Guarantors named therein. *                                                                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|99.5 |  | Pledge and Security Agreement, dated as of June 3, 2003, by and between
Hayes Lemmerz International, Inc. and HLI Operating Company, as Grantors,
the Additional Grantors named therein, Citicorp North America, Inc., as
Administrative Agent, and Lehman Commercial Paper, Inc., as Syndication
Agent. *                                                    
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|99.6 |  | Certification of Curtis J. Clawson, Chairman of the Board, President and
Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *                                                                                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|99.7 |  | Certification of James A. Yost, Vice President, Finance and Chief
Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. *                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                               
|     |  | * Filed
electronically herewith.                                                                                                                                                                                                                                                                                                                              

(b) Reports on Form 8-K

38



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##### Table of Contents



During the fiscal quarter ended April 30, 2003, the Company filed Current
Reports on Form 8-K with the SEC as follows:

|                  |  |                |  |                                                                                 
|----------------- |  | -------------- |  | --------------------------------------------------------------------------------
|February 20, 2003 |  | Items 5 and 7, |  | Other Events and Regulation FD Disclosure,
and Financial Statements and Exhibits
|                  |  |                |  |                                                                                 
|March 24, 2003    |  | Items 5 and 7, |  | Other Events and Regulation FD Disclosure,
and Financial Statements and Exhibits
|                  |  |                |  |                                                                                 
|April 8, 2003     |  | Items 5 and 7, |  | Other Events and Regulation FD Disclosure,
and Financial Statements and Exhibits
|                  |  |                |  |                                                                                 
|April 10, 2003    |  | Items 5 and 7, |  | Other Events and Regulation FD Disclosure,
and Financial Statements and Exhibits

Subsequent to April 30, 2003, the Company also filed Current Reports on
Form 8-K with the SEC as follows:

|             |  |                   |  |                                                                                                                       
|------------ |  | ----------------- |  | ----------------------------------------------------------------------------------------------------------------------
|May 5, 2003  |  | Items 9 and 12,   |  | Regulation FD Disclosure, and Results
of Operations and Financial Condition                                           
|             |  |                   |  |                                                                                                                       
|May 12, 2003 |  | Items 9 and 12,   |  | Regulation FD Disclosure, and Results
of Operations and Financial Condition                                           
|             |  |                   |  |                                                                                                                       
|May 13, 2003 |  | Items 5 and 7,    |  | Other Events and Regulation FD Disclosure,
and Financial Statements and Exhibits                                      
|             |  |                   |  |                                                                                                                       
|May 14, 2003 |  | Items 9 and 12,   |  | Regulation FD Disclosure, and Results
of Operations and Financial Condition                                           
|             |  |                   |  |                                                                                                                       
|May 21, 2003 |  | Item 3,           |  | Bankruptcy or Receivership                                                                                            
|             |  |                   |  |                                                                                                                       
|May 23, 2003 |  | Items 5 and 7,    |  | Other Events and Regulation FD Disclosure,
and Financial Statements and Exhibits                                      
|             |  |                   |  |                                                                                                                       
|June 3, 2003 |  | Items 2, 5 and 7, |  | Acquisition or Disposition of Assets, Other
Events and Regulation FD Disclosure, and
Financial Statements and Exhibits

39



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

| |  |                                                     
| |  | ----------------------------------------------------
| |  | HAYES LEMMERZ INTERNATIONAL, INC.                   
|
|
| |  | /s/ James A. Yost                                   
| |  |                                                     
| |  | James A. Yost                                       
| |  | Vice President, Finance, and Chief Financial Officer
| |  |                                                     
|
|
| |  | /s/ Herbert S. Cohen                                
| |  |                                                     
| |  | Herbert S. Cohen                                    
| |  | Chief Accounting Officer                            

June 16, 2003

40



---



##### Table of Contents






CERTIFICATIONS

I, Curtis J. Clawson, certify that:



| | 1. | I have reviewed this quarterly report on Form 10-Q of Hayes Lemmerz
International, Inc.;                                                                                                                                                                                                                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. | Based on my knowledge, this quarterly 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 quarterly report;
|
| | 3. | Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;                   
|
| | 4. | The registrants other certifying officer 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
we 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 quarterly 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 quarterly report (the Evaluation
Date); and                                                                                                  
|
| | c. |  | presented in this quarterly 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 officer 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 function):
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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 officer and I have indicated in
this quarterly report whether or not 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: June 16, 2003

|                                                            
|------------------------------------------------------------
|/s/ Curtis J. Clawson                                       
|                                                            
|Curtis J. Clawson                                           
|Chairman of the Board, President and Chief Executive Officer

41



---



##### Table of Contents



I, James A. Yost, certify that:



| | 1. | I have reviewed this quarterly report on Form 10-Q of Hayes Lemmerz
International, Inc.;                                                                                                                                                                                                                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. | Based on my knowledge, this quarterly 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 quarterly report;
|
| | 3. | Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;                   
|
| | 4. | The registrants other certifying officer 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
we 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 quarterly 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 quarterly report (the Evaluation
Date); and                                                                                                  
|
| | c. |  | presented in this quarterly 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 officer 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 function):
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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 officer and I have indicated in
this quarterly report whether or not 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: June 16, 2003

|                                                    
|----------------------------------------------------
|/s/ James A. Yost                                   
|                                                    
|James A. Yost                                       
|Vice President, Finance, and Chief Financial Officer

42



---



##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC.
10-Q EXHIBIT INDEX



|2.1 |  | Modified First Amended Joint Plan of Reorganization of Hayes Lemmerz
International, Inc. and Its Affiliated Debtors and Debtors in
Possession, as Further Modified (Incorporated by reference to Exhibit
2.1 to the Companys Current Report on Form 8-K filed May 21, 2003).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|3.1 |  | Certificate of Incorporation of HLI Holding Company, Inc., effective as
of May 6, 2003 (Incorporated by reference to Exhibit 3.1 to the
Companys Form 8-A/A filed June 4, 2003).                                                                                            
|   
|3.2 |  | Amendment to the Certificate of Incorporation of HLI Holding Company,
Inc., effective as of June 3, 2003 (Incorporated by reference to
Exhibit 3.2 to the Companys Form 8-A/A filed June 4, 2003).                                                                          
|   
|3.3 |  | By-Laws of Hayes Lemmerz International, Inc. (formerly known as HLI
Holding Company, Inc.), effective as of May 30, 2003 (Incorporated by
reference to Exhibit 3.3 to the Companys Form 8-A/A filed June 4,
2003).                                                          
|   
|4.1 |  | Purchase Agreement, dated as of May 22, 2003, by and between Hayes
Lemmerz International, Inc., its subsidiaries named therein, and the
Initial Purchasers of the $250,000,000 of 10 1/2% Senior Notes due 2010
to be issued by HLI Operating Company, Inc. *                
|   
|4.2 |  | Indenture, dated as of June 3, 2003, regarding $250,000,000 of 10 1/2%
Senior Notes due 2010, by and between HLI Operating Company, certain
listed Guarantors, and U.S. Bank National Association, as Trustee. *                                                             
|   
|4.3 |  | Registration Rights Agreement, dated as of June 3, 2003, by and between
HLI Operating Company, Inc. and the Initial Purchasers of the 10 1/2%
Senior Notes due 2010. *                                                                                                       
|   
|4.4 |  | Series A Warrant Agreement, dated as of June 2, 2003, by and between
Hayes Lemmerz International, Inc. and Mellon Investor Services LLC, as
Warrant Agent (Incorporated by reference to Exhibit 4.1 to the
Companys Form 8-A filed June 4, 2003).                           
|   
|4.5 |  | Series B Warrant Agreement, dated as of June 2, 2003, by and between
Hayes Lemmerz International, Inc. and Mellon Investor Services LLC, as
Warrant Agent (Incorporated by reference to Exhibit 4.2 to the
Companys Form 8-A file June 4, 2003).                            
|   
|4.6 |  | Exchange Agreement, dated as of June 3, 2003, by and between Hayes
Lemmerz International, Inc., HLI Parent Company, Inc. and HLI Operating
Company, Inc. regarding the Series A Exchangeable Preferred Stock
issued by HLI Operating Company, Inc. *                         





---



##### Table of Contents





|99.1 |  | Amended and Restated Certificate of Incorporation of HLI Operating
Company, Inc., effective as of May 30, 2003. *                                                                                                                                                                                                                                            
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|99.2 |  | Agreement and Plan of Merger, dated as of June 3, 2003, by and between
Hayes Lemmerz International, Inc. and HLI Operating Company, Inc.
(Incorporated by reference to Exhibit 2.3 to the Companys Form 8-K12G3
filed on June 4, 2003).                                                                                                                     
|    
|99.3 |  | Credit Agreement, dated as of June 3, 2003, by and among HLI Operating
Company, Inc., as Borrower, Hayes Lemmerz International, Inc., the
Lenders and Issuers listed therein, Citicorp North America, Inc., as
Administrative Agent, Lehman Commercial Paper, Inc., as Syndication
Agent, and General Electric Capital Corporation, as Documentation
Agent. *
|    
|99.4 |  | Guaranty, dated as of June 3, 2003, by and between HLI Operating
Company, Hayes Lemmerz International, Inc., and the Guarantors named
therein. *                                                                                                                                                                                                             
|    
|99.5 |  | Pledge and Security Agreement, dated as of June 3, 2003, by and between
Hayes Lemmerz International, Inc. and HLI Operating Company, as
Grantors, the Additional Grantors named therein, Citicorp North
America, Inc., as Administrative Agent, and Lehman Commercial Paper,
Inc., as Syndication Agent. *                                                   
|    
|99.6 |  | Certification of Curtis J.
Clawson, Chairman of the Board, President and Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. *                                                                                                                                                
|    
|99.7 |  | Certification of James A.
Yost, Vice President, Finance and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002. *                                                                                                                                                             
|    
|     |  | *  Filed electronically
herewith.