##### Table of Contents



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


Form 10-Q (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended April 30, 2008
 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
 Hayes Lemmerz International, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    32-0072578(IRS Employer
Identification No.)15300 Centennial Drive 
Northville, Michigan(Address of principal executive offices)
    
    48168(Zip Code)
 Registrants telephone number, including area code:
(734) 737-5000
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
 
 þ o




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##### 



HAYES LEMMERZ INTERNATIONAL, INC.
 QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
  
 Page
 PART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements
3Consolidated Statements of Operations
3Condensed Consolidated Balance Sheets
4Consolidated Statements of Cash Flows
5Consolidated Statements of Changes in Stockholders Equity
6Notes to Consolidated Financial Statements
7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
8Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
9Item 4.
    
    Controls and Procedures
10PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
32Item 1A.
    
    Risk Factors
32Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
32Item 3.
    
    Defaults upon Senior Securities
32Item 4.
    
    Submission of Matters to a Vote of Security Holders
32Item 5.
    
    Other Information
32Item 6.
    
    Exhibits
33Signature
    
    
34Certification of Curtis J. Clawson Pursuant to Section 302Certification of Mark A. Brebberman Pursuant to Section 302Certification of Curtis J. Clawson Pursuant to Section 906Certification of Mark A. Brebberman Pursuant to Section 906
  Unless otherwise indicated, references to we, us, or our mean Hayes Lemmerz International,
Inc., a Delaware corporation, and our subsidiaries. References to fiscal year means the 12-month
period commencing on February 1 st of that year and ending January 31 st of the
following year (e.g., fiscal 2008 means the period beginning February 1, 2008 and ending
January 31, 2009). This report contains forward looking statements with respect to our financial
condition, results of operations, and business. All statements other than statements of historical
fact made in this Quarterly Report on Form 10-Q are forward-looking. Such forward-looking
statements include, among others, those statements including the words expect, anticipate,
intend, believe, and similar language. These forward looking statements involve certain risks
and uncertainties. Our actual results may differ significantly from those projected in the
forward-looking statements. Factors that may cause actual results to differ materially from those
contemplated by such forward looking statements include, among others: (1) competitive pressure in
our industry; (2) fluctuations in the price of steel, aluminum, and other raw materials;
(3) changes in general economic conditions; (4) our dependence on the automotive industry (which
has historically been cyclical) and on a small number of major customers for the majority of our
sales; (5) pricing pressure from automotive industry customers and the potential for re-sourcing of
business to lower-cost providers; (6) changes in the financial markets or our debt ratings
affecting our financial structure and our cost of capital and borrowed money; (7) the uncertainties
inherent in international operations and foreign currency fluctuations; and (8) the risks described
in our Annual Report on Form 10-K for the fiscal year ended January 31, 2008. You are cautioned
not to place undue reliance on the forward-looking statements, which speak only as of the date of
this Quarterly Report on Form 10-Q. We have no duty to update the forward looking statements in
this Quarterly Report on Form 10-Q and we do not intend to provide such updates
 2




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##### Table of Contents



Item 1. Financial Statements
 HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 Three Months Ended April 30,2008
    
    
    2007(Dollars in millions, except pershare amounts)Net sales
    
    $
    573.8
    
    
    $
    498.6Cost of goods sold
    
    
    510.1
    
    
    
    442.4Gross profit
    
    
    63.7
    
    
    
    56.2Marketing, general, and administrative
    
    
    39.3
    
    
    
    35.3Amortization of intangibles
    
    
    2.8
    
    
    
    2.4Asset impairments and other restructuring charges
    
    
    3.3
    
    
    
    2.4Other income, net
    
    
    (3.4
    )
    
    
    (2.0
    )Earnings from operations
    
    
    21.7
    
    
    
    18.1Interest expense, net
    
    
    13.3
    
    
    
    18.1Loss on early extinguishment of debt
    
    
    
    
    
    
    0.3Other non-operating expense
    
    
    1.7
    
    
    
    Earnings (loss) from continuing operations before taxes
and minority interest
    
    
    6.7
    
    
    
    (0.3
    )Income tax expense
    
    
    13.0
    
    
    
    8.5Loss from continuing operations before minority interest
    
    
    (6.3
    )
    
    
    (8.8
    )Minority interest
    
    
    6.5
    
    
    
    3.8Loss from continuing operations
    
    
    (12.8
    )
    
    
    (12.6
    )Discontinued operations:Income from operations, net of tax of
$0.0 and $0.1, respectively
    
    
    
    
    
    
    0.9Loss on sale of business, net of tax of $0.0 for all periods
    
    
    
    
    
    
    (3.6
    )Loss from discontinued operations
    
    
    
    
    
    
    (2.7
    )Net loss
    
    $
    (12.8
    )
    
    $
    (15.3
    )Loss per common share dataBasic and diluted:Loss from continuing operations
    
    $
    (0.13
    )
    
    $
    (0.32
    )Loss from discontinued operations
    
    
    
    
    
    
    (0.07
    )Net loss
    
    $
    (0.13
    )
    
    $
    (0.39
    )Weighted average shares outstanding (in thousands)
    
    
    101,071
    
    
    
    39,269
  3




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HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 April 30,
    
    
    January 31,2008
    
    
    2008(Dollars in millions)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    106.8
    
    
    $
    160.2Receivables
    
    
    337.8
    
    
    
    305.6Other receivables
    
    
    47.7
    
    
    
    48.3Inventories
    
    
    201.4
    
    
    
    179.1Assets held for sale
    
    
    24.9
    
    
    
    21.4Deferred tax assets
    
    
    6.8
    
    
    
    5.0Prepaid expenses and other current assets
    
    
    8.6
    
    
    
    7.2Total current assets
    
    
    734.0
    
    
    
    726.8Property, plant, and equipment, net of accumulated depreciation of $423.4 and
$385.0 as of April 30, 2008 and January 31, 2008, respectively
    
    
    635.3
    
    
    
    616.8Goodwill
    
    
    253.9
    
    
    
    240.5Other intangible assets, net
    
    
    67.3
    
    
    
    65.0Customer relationships, net
    
    
    107.9
    
    
    
    103.7Deferred tax assets
    
    
    2.0
    
    
    
    4.2Other assets
    
    
    53.4
    
    
    
    48.9Total assets
    
    $
    1,853.8
    
    
    $
    1,805.9LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Bank borrowings and other notes
    
    $
    36.5
    
    
    $
    32.9Current portion of long-term debt
    
    
    5.1
    
    
    
    4.8Accounts payable
    
    
    360.7
    
    
    
    372.0Accrued payroll and employee benefits
    
    
    81.3
    
    
    
    76.4Liabilities held for sale
    
    
    8.8
    
    
    
    8.2Other accrued liabilities
    
    
    78.3
    
    
    
    61.6Total current liabilities
    
    
    570.7
    
    
    
    555.9Long-term debt, net of current portion
    
    
    604.1
    
    
    
    572.2Deferred tax liabilities
    
    
    78.1
    
    
    
    76.1Pension and other long-term liabilities
    
    
    331.4
    
    
    
    328.9Minority interest
    
    
    72.4
    
    
    
    70.5Commitments and contingencies
    
    
    
    
    
    
    Stockholders equity:Preferred stock, 1,000,000 shares authorized, none issued or outstanding at
April 30, 2008 or 
January 31, 2008
    
    
    
    
    
    
    Common stock, par value $0.01 per share:200,000,000 shares authorized; 101,078,653 and 101,057,966
issued and outstanding at April 30, 2008 and January 31, 2008, respectively
    
    
    1.0
    
    
    
    1.0Additional paid in capital
    
    
    883.0
    
    
    
    882.0Accumulated deficit
    
    
    (942.9
    )
    
    
    (928.7
    )Accumulated other comprehensive income
    
    
    256.0
    
    
    
    248.0Total stockholders equity
    
    
    197.1
    
    
    
    202.3Total liabilities and stockholders equity
    
    $
    1,853.8
    
    
    $
    1,805.9
  4




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HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Three Months Ended April 30,2008
    
    
    2007(Dollars in millions)Cash flows from operating activities:Net loss
    
    $
    (12.8
    )
    
    $
    (15.3
    )Adjustments to reconcile net loss from operations to net cash provided by
(used for) operating activities:Net loss from discontinued operations
    
    
    
    
    
    
    2.7Depreciation and amortization
    
    
    27.8
    
    
    
    27.7Amortization of deferred financing fees and accretion of discount
    
    
    0.6
    
    
    
    1.4Asset impairments
    
    
    2.7
    
    
    
    0.1Deferred income taxes
    
    
    (0.8
    )
    
    
    0.1Minority interest
    
    
    6.5
    
    
    
    3.8Equity compensation expense
    
    
    1.0
    
    
    
    0.6(Gain) Loss on sale of assets and businesses
    
    
    (0.1
    )
    
    
    0.2Loss on early extinguishment of debt
    
    
    
    
    
    
    0.3Changes in operating assets and liabilities that increase (decrease) cash flows:Receivables
    
    
    (16.8
    )
    
    
    (41.9
    )Other receivables
    
    
    0.6
    
    
    
    8.9Inventories
    
    
    (15.2
    )
    
    
    (16.0
    )Prepaid expenses and other
    
    
    (9.0
    )
    
    
    1.5Accounts payable and accrued liabilities
    
    
    (16.3
    )
    
    
    42.6Cash (used for) provided by operating activities
    
    
    (31.8
    )
    
    
    16.7Cash flows from investing activities:Purchase of property, plant, equipment, and tooling
    
    
    (19.2
    )
    
    
    (16.0
    )Proceeds from sale of assets
    
    
    0.5
    
    
    
    0.1Cash used for investing activities
    
    
    (18.7
    )
    
    
    (15.9
    )Cash flows from financing activities:Changes in bank borrowings and credit facilities
    
    
    2.1
    
    
    
    (0.5
    )Proceeds from revolving credit facility
    
    
    
    
    
    
    10.0Repayment of long-term debt
    
    
    (0.1
    )
    
    
    (0.9
    )Dividends paid to minority shareholders
    
    
    (7.3
    )
    
    
    (5.5
    )Cash (used for) provided by financing activities
    
    
    (5.3
    )
    
    
    3.1Cash flows of discontinued operations:Net cash provided by operating activities
    
    
    
    
    
    
    0.2Net cash provided by investing activities
    
    
    
    
    
    
    25.3Net cash used for financing activities
    
    
    
    
    
    
    (5.6
    )Net cash (used for) provided by discontinued operations
    
    
    
    
    
    
    19.9Effect of exchange rate changes on cash and cash equivalents
    
    
    2.4
    
    
    
    2.4(Decrease) increase in cash and cash equivalents
    
    
    (53.4
    )
    
    
    26.2Cash and cash equivalents at beginning of period
    
    
    160.2
    
    
    
    38.5Cash and cash equivalents at end of period
    
    $
    106.8
    
    
    $
    64.7Supplemental data:Cash paid for interest
    
    $
    9.4
    
    
    $
    15.1Cash paid for income taxes
    
    $
    9.3
    
    
    $
    3.3
  5




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HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherPar
    
    
    Paid in
    
    
    Accumulated
    
    
    ComprehensiveShares
    
    
    Value
    
    
    Capital
    
    
    Deficit
    
    
    Income
    
    
    Total(Dollars in millions, except share amounts)Balance at January 31, 2008
    
    
    101,057,966
    
    
    $
    1.0
    
    
    $
    882.0
    
    
    $
    (928.7
    )
    
    $
    248.0
    
    
    $
    202.3Preferred stock dividends accrued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )
    
    
    
    
    
    
    (0.2
    )Comprehensive income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12.8
    )
    
    
    
    
    
    
    (12.8
    )Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.6
    
    
    
    5.6Unrealized gain on derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3.0
    
    
    
    3.0Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4.2
    )Shares issued for vested
RSUs
    
    
    20,687
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Pension measurement date adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.2
    )
    
    
    (0.6
    )
    
    
    (1.8
    )Equity compensation expense
    
    
    
    
    
    
    
    
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    1.0Balance at April 30, 2008
    
    
    101,078,653
    
    
    $
    1.0
    
    
    $
    883.0
    
    
    $
    (942.9
    )
    
    $
    256.0
    
    
    $
    197.1Balance at January 31, 2007
    
    
    38,470,434
    
    
    $
    0.4
    
    
    $
    678.6
    
    
    $
    (733.6
    )
    
    $
    156.4
    
    
    $
    101.8Preferred stock dividends accrued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )
    
    
    
    
    
    
    (0.2
    )Comprehensive income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15.3
    )
    
    
    
    
    
    
    (15.3
    )Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38.9
    
    
    
    38.9Unrealized loss on derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2.8
    )
    
    
    (2.8
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20.8Shares of redeemable preferred stock of
subsidiary converted into common stock
    
    
    89,932
    
    
    
    
    
    
    
    2.1
    
    
    
    
    
    
    
    
    
    
    
    2.1Shares issued for vested RSUs
    
    
    36,296
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock issued to note holders
    
    
    1,049,020
    
    
    
    
    
    
    
    5.3
    
    
    
    
    
    
    
    
    
    
    
    5.3Equity compensation expense
    
    
    
    
    
    
    
    
    
    
    0.6
    
    
    
    
    
    
    
    
    
    
    
    0.6Balance at April 30, 2007
    
    
    39,645,682
    
    
    $
    0.4
    
    
    $
    686.6
    
    
    $
    (749.1
    )
    
    $
    192.5
    
    
    $
    130.4
  6




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HAYES LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three months ended April 30, 2008 and 2007
(Unaudited)
(Dollars in millions, unless otherwise stated)
 Note 1. Description of Business
  Description of Business
   Note 2. Basis of Presentation
    Note 3. Inventories
  April 30,
    
    
    January 31,2008
    
    
    2008Raw materials
    
    $
    49.7
    
    
    $
    41.4Work-in-process
    
    
    47.2
    
    
    
    41.8Finished goods
    
    
    69.4
    
    
    
    62.4Spare parts and supplies
    
    
    35.1
    
    
    
    33.5Total
    
    $
    201.4
    
    
    $
    179.1
 7




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##### Table of Contents



Note 4. Assets Held for Sale
  April 30,
    
    
    January 31,2008
    
    
    2008Nuevo Laredo, Mexico facility
    
    $
    20.7
    
    
    $
    16.0Huntington, Indiana facility
    
    
    2.7
    
    
    
    2.7Howell, Michigan facility
    
    
    1.5
    
    
    
    2.7Total
    
    $
    24.9
    
    
    $
    21.4
   April 30,
    
    
    January 31,2008
    
    
    2008Receivables
    
    $
    14.7
    
    
    $
    11.3Inventories
    
    
    4.8
    
    
    
    4.1Prepaid expenses and other assets
    
    
    0.4
    
    
    
    0.1Property, plant, and equipment, net
    
    
    0.8
    
    
    
    0.5Total assets held for sale
    
    $
    20.7
    
    
    $
    16.0Accounts payable and accrued liabilities
    
    $
    8.7
    
    
    $
    8.0Total liabilities held for sale
    
    $
    8.7
    
    
    $
    8.0
 Note 5. Discontinued Operations
   Three Months Ended April 30,2008
    
    
    2007Net sales
    
    $
    
    
    
    $
    30.7Earnings before income tax
expense
    
    $
    
    
    
    $
    4.0Income tax expense
    
    
    
    
    
    
    0.7Net income
    
    $
    
    
    
    $
    3.3
  8




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##### Table of Contents



Three Months Ended April 30,2008
    
    
    2007Net sales
    
    $
    
    
    
    $
    31.7Loss before income tax
expense
    
    $
    
    
    
    $
    (2.1
    )Income tax benefit
    
    
    
    
    
    
    (0.6
    )Net loss
    
    $
    
    
    
    $
    (1.5
    )
   Three Months Ended April 30,2008
    
    
    2007Net sales
    
    $
    
    
    
    $
    6.8Loss before income tax
expense
    
    $
    
    
    
    $
    (4.5
    )Income tax expense
    
    
    
    
    
    
    Net loss
    
    $
    
    
    
    $
    (4.5
    )
  Note 6. Bank Borrowings, Other Notes, and Long-Term Debt
  9




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April 30,
    
    
    January 31,2008
    
    
    2008Various foreign bank and government loans, weighted average interest rates of
4.8% and 4.0% at April 30, 2008 and January 31, 2008,
respectively
    
    $
    3.4
    
    
    $
    3.3Term Loan maturing 2014, weighted average interest rate of 7.3% and 7.4%
at April 30, 2008 and January 31, 2008, respectively
    
    
    402.8
    
    
    
    381.58.25% New Senior Notes due 2015
    
    
    202.9
    
    
    
    192.2Capital lease obligations
    
    
    0.1
    
    
    
    609.2
    
    
    
    577.0Less current portion of long-term debt
    
    
    (5.1
    )
    
    
    (4.8
    )Total long-term debt
    
    $
    604.1
    
    
    $
    572.2
 Euro Denominated Debt
  
 Rights Offering
  1 2
 Old Notes
 1 2
  10




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##### Table of Contents



Tender Offer for Senior Notes
  New Senior Notes
  1 4
  Credit Facility
    11




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##### Table of Contents



 
    Note 7. Pension Plans and Postretirement Benefits Other Than Pensions
  12




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##### Table of Contents



US Plans
    
    
    International PlansPension Benefits
    
    
    Other Benefits
    
    
    Pension BenefitsThree Months Ended April 30,2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Service cost
    
    $
    0.3
    
    
    $
    0.3
    
    
    $
    
    
    
    $
    
    
    
    $
    0.2
    
    
    $
    0.2Interest cost
    
    
    2.6
    
    
    
    2.6
    
    
    
    2.3
    
    
    
    2.4
    
    
    
    1.9
    
    
    
    1.6Expected return on plan assets
    
    
    (3.3
    )
    
    
    (3.1
    )
    
    
    
    
    
    
    0.1
    
    
    
    (0.3
    )
    
    
    (0.2
    )Amortization of net loss
    
    
    (0.2
    )
    
    
    
    
    
    
    (0.4
    )
    
    
    (0.1
    )
    
    
    
    
    
    
    Net periodic benefit cost
    
    $
    (0.6
    )
    
    $
    (0.2
    )
    
    $
    1.9
    
    
    $
    2.4
    
    
    $
    1.8
    
    
    $
    1.6
   Note 8. Asset Impairments and Other Restructuring Charges
  Three Months Ended April 30, 2008AutomotiveWheels
    
    
    Other
    
    
    TotalFacility closure costs
    
    $
    0.3
    
    
    $
    0.1
    
    
    $
    0.4Impairment of facility, machinery, and
equipment
    
    
    2.7
    
    
    
    
    
    
    
    2.7Severance and other restructuring costs
    
    
    0.1
    
    
    
    0.1
    
    
    
    0.2Total
    
    $
    3.1
    
    
    $
    0.2
    
    
    $
    3.3Three Months Ended April 30, 2007Automotive 
Wheels
    
    
    Other
    
    
    TotalFacility closure costs
    
    $
    2.1
    
    
    $
    
    
    
    $
    2.1Impairment of facility, machinery, and
equipment
    
    
    0.2
    
    
    
    
    
    
    
    0.2Severance and other restructuring costs
    
    
    
    
    
    
    0.1
    
    
    
    0.1Total
    
    $
    2.3
    
    
    $
    0.1
    
    
    $
    2.4
 13




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##### Table of Contents



Asset Impairment Losses and Other Restructuring Charges for the Three Months Ended April 30, 2008
    Asset Impairment Losses and Other Restructuring Charges for the Three Months Ended April 30, 2007
    Facility Exit Costs and Severance Accruals
  CashPaymentsJanuary 31,
    
    
    
    
    
    
    and Effects
    
    
    April 30,2008
    
    
    
    
    
    
    of Foreign
    
    
    2008Accrual
    
    
    Expense
    
    
    Currency
    
    
    AccrualFacility closure costs
    
    $
    
    
    
    $
    0.4
    
    
    $
    (0.4
    )
    
    $
    Severance and other restructuring costs
    
    
    0.2
    
    
    
    0.2
    
    
    
    (0.2
    )
    
    
    0.2Total
    
    $
    0.2
    
    
    $
    0.6
    
    
    $
    (0.6
    )
    
    $
    0.2
 Note 9. Weighted Average Shares Outstanding
  Three Months Ended April 30,2008
    
    2007Basic weighted average shares outstanding
    
    
    101,071
    
    
    
    39,269Dilutive effect of options and warrants
    
    
    
    
    
    
    Diluted weighted average shares outstanding
    
    
    101,071
    
    
    
    39,269
  14




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##### Table of Contents



Note 10. Taxes on Income
  Three Months Ended April 30,2008
    
    2007US
    
    Foreign
    
    US
    
    ForeignPre-tax income
(loss)
    
    $
    (18.1
    )
    
    $
    24.8
    
    
    $
    (26.3
    )
    
    $
    26.0Income tax expense
    
    
    0.3
    
    
    
    12.7
    
    
    
    0.1
    
    
    
    8.4
       Note 11. Segment Reporting
   15




---



##### Table of Contents



Three Months Ended April 30, 2008AutomotiveWheels
    
    Other
    
    TotalNet sales
    
    $
    562.0
    
    
    $
    11.8
    
    
    $
    573.8Asset impairments and other restructuring charges
    
    
    3.1
    
    
    
    0.2
    
    
    
    3.3Earnings from operations
    
    
    16.8
    
    
    
    4.9
    
    
    
    21.7Three Months Ended April 30, 2007AutomotiveWheels
    
    Other
    
    TotalNet sales
    
    $
    466.8
    
    
    $
    31.8
    
    
    $
    498.6Asset impairments and other restructuring charges
    
    
    2.3
    
    
    
    0.1
    
    
    
    2.4Earnings (loss) from operations
    
    
    24.5
    
    
    
    (6.4
    )
    
    
    18.1As of April 30, 2008Automotive 
Wheels
    
    Other
    
    TotalTotal
assets
    
    $
    2,034.1
    
    
    $
    (180.3
    )
    
    $
    1,853.8As of January 31, 2008AutomotiveWheels
    
    Other
    
    TotalTotal
assets
    
    $
    1,956.6
    
    
    $
    (150.7
    )
    
    $
    1,805.9
 Note 12. Minority Interest in Equity of Consolidated Subsidiaries
    April 30,
    
    
    January 31,2008
    
    
    2008Minority interest in consolidated affiliates
    
    $
    61.1
    
    
    $
    59.3Minority interest in preferred
stock
    
    
    11.3
    
    
    
    11.2Total minority interest
    
    $
    72.4
    
    
    $
    70.5
 16




---



##### Table of Contents



Note 13. New Accounting Pronouncements
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133
 Business Combinations
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51
 Fair Value Measurements
 Note 14. Condensed Consolidating Financial Statements
   Guarantor and Nonguarantor Financial Statements
  17




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##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended April 30, 2008
(Unaudited)
 Guarantor
    
    
    NonguarantorParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Total(Dollars in millions)Net sales
    
    $
    
    
    
    $
    
    
    
    $
    360.3
    
    
    $
    237.2
    
    
    $
    (23.7
    )
    
    $
    573.8Cost of goods sold
    
    
    
    
    
    
    
    
    
    
    328.7
    
    
    
    205.1
    
    
    
    (23.7
    )
    
    
    510.1Gross profit
    
    
    
    
    
    
    
    
    
    
    31.6
    
    
    
    32.1
    
    
    
    
    
    
    
    63.7Marketing, general, and administrative
    
    
    
    
    
    
    0.3
    
    
    
    27.5
    
    
    
    11.5
    
    
    
    
    
    
    
    39.3Equity in (earnings) losses of
subsidiaries and joint ventures
    
    
    12.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12.8
    )
    
    
    Amortization of intangibles
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    2.6
    
    
    
    
    
    
    
    2.8Asset impairments and other restructuring charges
    
    
    
    
    
    
    
    
    
    
    2.4
    
    
    
    0.9
    
    
    
    
    
    
    
    3.3Other income, net
    
    
    
    
    
    
    
    
    
    
    (2.2
    )
    
    
    (1.2
    )
    
    
    
    
    
    
    (3.4
    )Earnings (loss) from operations
    
    
    (12.8
    )
    
    
    (0.3
    )
    
    
    3.7
    
    
    
    18.3
    
    
    
    12.8
    
    
    
    21.7Interest expense, net
    
    
    
    
    
    
    20.2
    
    
    
    (9.8
    )
    
    
    2.9
    
    
    
    
    
    
    
    13.3Other non-operating expense
    
    
    
    
    
    
    
    
    
    
    0.9
    
    
    
    
    
    
    
    0.8
    
    
    
    1.7(Loss) earnings from continuing operations
before taxes and minority interest
    
    
    (12.8
    )
    
    
    (20.5
    )
    
    
    12.6
    
    
    
    15.4
    
    
    
    12.0
    
    
    
    6.7Income tax expense
    
    
    
    
    
    
    
    
    
    
    7.5
    
    
    
    5.5
    
    
    
    
    
    
    
    13.0(Loss) earnings from continuing operations before
minority interest
    
    
    (12.8
    )
    
    
    (20.5
    )
    
    
    5.1
    
    
    
    9.9
    
    
    
    12.0
    
    
    
    (6.3
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.5
    
    
    
    
    
    
    
    6.5(Loss) earnings from continuing operations
    
    
    (12.8
    )
    
    
    (20.5
    )
    
    
    5.1
    
    
    
    3.4
    
    
    
    12.0
    
    
    
    (12.8
    )Earnings from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (loss) income
    
    $
    (12.8
    )
    
    $
    (20.5
    )
    
    $
    5.1
    
    
    $
    3.4
    
    
    $
    12.0
    
    
    $
    (12.8
    )
 18




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CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
For the Three Months Ended April 30, 2007
(Unaudited)
 Guarantor
    
    
    NonguarantorParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Total(Dollars in millions)Net sales
    
    $
    
    
    
    $
    
    
    
    $
    327.9
    
    
    $
    193.6
    
    
    $
    (22.9
    )
    
    $
    498.6Cost of goods sold
    
    
    
    
    
    
    
    
    
    
    302.5
    
    
    
    162.8
    
    
    
    (22.9
    )
    
    
    442.4Gross profit
    
    
    
    
    
    
    
    
    
    
    25.4
    
    
    
    30.8
    
    
    
    
    
    
    
    56.2Marketing, general, and administrative
    
    
    
    
    
    
    
    
    
    
    26.5
    
    
    
    8.8
    
    
    
    
    
    
    
    35.3Equity in (earnings) losses of
subsidiaries and joint ventures
    
    
    15.3
    
    
    
    (13.3
    )
    
    
    
    
    
    
    
    
    
    
    (2.0
    )
    
    
    Asset impairments and other restructuring charges
    
    
    
    
    
    
    
    
    
    
    2.4
    
    
    
    
    
    
    
    
    
    
    
    2.4Amortization of intangibles
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    2.2
    
    
    
    
    
    
    
    2.4Other (income) expense, net
    
    
    
    
    
    
    
    
    
    
    (2.1
    )
    
    
    0.1
    
    
    
    
    
    
    
    (2.0
    )Earnings (loss) from operations
    
    
    (15.3
    )
    
    
    13.3
    
    
    
    (1.6
    )
    
    
    19.7
    
    
    
    2.0
    
    
    
    18.1Interest expense, net
    
    
    
    
    
    
    
    
    
    
    18.3
    
    
    
    (0.2
    )
    
    
    
    
    
    
    18.1Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    0.3
    
    
    
    
    
    
    
    
    
    
    
    0.3Other non-operating (income) expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1.0
    )
    
    
    1.0
    
    
    
    Earnings (loss) from continuing operations
before taxes and minority interest
    
    
    (15.3
    )
    
    
    13.3
    
    
    
    (20.2
    )
    
    
    20.9
    
    
    
    1.0
    
    
    
    (0.3
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    3.3
    
    
    
    5.2
    
    
    
    
    
    
    
    8.5Earnings (loss) from continuing operations before
minority interest
    
    
    (15.3
    )
    
    
    13.3
    
    
    
    (23.5
    )
    
    
    15.7
    
    
    
    1.0
    
    
    
    (8.8
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    (1.0
    )
    
    
    4.8
    
    
    
    
    
    
    
    3.8Earnings (loss) from continuing operations
    
    
    (15.3
    )
    
    
    13.3
    
    
    
    (22.5
    )
    
    
    10.9
    
    
    
    1.0
    
    
    
    (12.6
    )(Loss) earnings from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (5.8
    )
    
    
    3.1
    
    
    
    
    
    
    
    (2.7
    )Net (loss) income
    
    $
    (15.3
    )
    
    $
    13.3
    
    
    $
    (28.3
    )
    
    $
    14.0
    
    
    $
    1.0
    
    
    $
    (15.3
    )
 19




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##### Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEETS
As of April 30, 2008
(Unaudited)
 Guarantor
    
    
    NonguarantorParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Total(Dollars in millions)Cash and cash equivalents
    
    $
    
    
    
    $
    45.7
    
    
    $
    18.5
    
    
    $
    42.6
    
    
    $
    
    
    
    $
    106.8Receivables
    
    
    
    
    
    
    
    
    
    
    180.9
    
    
    
    156.9
    
    
    
    
    
    
    
    337.8Other receivables
    
    
    
    
    
    
    
    
    
    
    47.7
    
    
    
    47.7
    
    
    
    (47.7
    )
    
    
    47.7Inventories
    
    
    
    
    
    
    
    
    
    
    125.5
    
    
    
    75.9
    
    
    
    
    
    
    
    201.4Assets held for sale
    
    
    
    
    
    
    
    
    
    
    24.9
    
    
    
    
    
    
    
    
    
    
    
    24.9Prepaid expenses and other current assets
    
    
    
    
    
    
    
    
    
    
    8.2
    
    
    
    7.2
    
    
    
    
    
    
    
    15.4Total current assets
    
    
    
    
    
    
    45.7
    
    
    
    405.7
    
    
    
    330.3
    
    
    
    (47.7
    )
    
    
    734.0Property, plant, and equipment, net
    
    
    
    
    
    
    
    
    
    
    386.4
    
    
    
    249.0
    
    
    
    (0.1
    )
    
    
    635.3Goodwill and other assets
    
    
    197.1
    
    
    
    855.8
    
    
    
    110.2
    
    
    
    368.2
    
    
    
    (1,046.8
    )
    
    
    484.5Total assets
    
    $
    197.1
    
    
    $
    901.5
    
    
    $
    902.3
    
    
    $
    947.5
    
    
    $
    (1,094.6
    )
    
    $
    1,853.8Bank borrowings and other notes
    
    $
    
    
    
    $
    
    
    
    $
    31.2
    
    
    $
    5.3
    
    
    $
    
    
    
    $
    36.5Current portion of long-term debt
    
    
    
    
    
    
    4.1
    
    
    
    
    
    
    
    1.0
    
    
    
    
    
    
    
    5.1Liabilities held for sale
    
    
    
    
    
    
    
    
    
    
    8.8
    
    
    
    
    
    
    
    
    
    
    
    8.8Accounts payable and other accrued liabilities
    
    
    
    
    
    
    11.8
    
    
    
    300.0
    
    
    
    256.2
    
    
    
    (47.7
    )
    
    
    520.3Total current liabilities
    
    
    
    
    
    
    15.9
    
    
    
    340.0
    
    
    
    262.5
    
    
    
    (47.7
    )
    
    
    570.7Long-term debt, net of current portion
    
    
    
    
    
    
    601.6
    
    
    
    0.6
    
    
    
    1.8
    
    
    
    0.1
    
    
    
    604.1Pension and other long-term liabilities
    
    
    
    
    
    
    
    
    
    
    290.4
    
    
    
    119.0
    
    
    
    0.1
    
    
    
    409.5Minority interest
    
    
    
    
    
    
    
    
    
    
    11.3
    
    
    
    62.3
    
    
    
    (1.2
    )
    
    
    72.4Parent loans
    
    
    
    
    
    
    490.1
    
    
    
    (581.1
    )
    
    
    113.6
    
    
    
    (22.6
    )
    
    
    Common stock
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.0Additional paid-in capital
    
    
    883.0
    
    
    
    (54.3
    )
    
    
    1,283.7
    
    
    
    284.5
    
    
    
    (1,513.9
    )
    
    
    883.0Retained earnings (accumulated deficit)
    
    
    (942.9
    )
    
    
    (170.0
    )
    
    
    (576.1
    )
    
    
    (109.2
    )
    
    
    855.3
    
    
    
    (942.9
    )Accumulated other comprehensive
income (loss)
    
    
    256.0
    
    
    
    18.2
    
    
    
    133.5
    
    
    
    213.0
    
    
    
    (364.7
    )
    
    
    256.0Total stockholders equity
    
    
    197.1
    
    
    
    (206.1
    )
    
    
    841.1
    
    
    
    388.3
    
    
    
    (1,023.3
    )
    
    
    197.1Total liabilities and stockholders equity
    
    $
    197.1
    
    
    $
    901.5
    
    
    $
    902.3
    
    
    $
    947.5
    
    
    $
    (1,094.6
    )
    
    $
    1,853.8
 20




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##### Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEETS
As of January 31, 2008
 Guarantor
    
    
    NonguarantorParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Total(Dollars in millions)Cash and cash equivalents
    
    $
    
    
    
    $
    84.7
    
    
    $
    30.3
    
    
    $
    45.2
    
    
    $
    
    
    
    $
    160.2Receivables
    
    
    
    
    
    
    
    
    
    
    151.1
    
    
    
    154.5
    
    
    
    
    
    
    
    305.6Other receivables
    
    
    
    
    
    
    
    
    
    
    48.3
    
    
    
    48.3
    
    
    
    (48.3
    )
    
    
    48.3Inventories
    
    
    
    
    
    
    
    
    
    
    111.3
    
    
    
    67.8
    
    
    
    
    
    
    
    179.1Assets held for sale
    
    
    
    
    
    
    
    
    
    
    21.4
    
    
    
    
    
    
    
    
    
    
    
    21.4Prepaid expenses and other current assets
    
    
    
    
    
    
    
    
    
    
    7.0
    
    
    
    5.3
    
    
    
    (0.1
    )
    
    
    12.2Total current assets
    
    
    
    
    
    
    84.7
    
    
    
    369.4
    
    
    
    321.1
    
    
    
    (48.4
    )
    
    
    726.8Property, plant, and equipment, net
    
    
    
    
    
    
    
    
    
    
    376.5
    
    
    
    240.4
    
    
    
    (0.1
    )
    
    
    616.8Goodwill and other assets
    
    
    202.3
    
    
    
    811.0
    
    
    
    112.6
    
    
    
    346.3
    
    
    
    (1,009.9
    )
    
    
    462.3Total assets
    
    $
    202.3
    
    
    $
    895.7
    
    
    $
    858.5
    
    
    $
    907.8
    
    
    $
    (1,058.4
    )
    
    $
    1,805.9Bank borrowings and other notes
    
    $
    
    
    
    $
    
    
    
    $
    29.6
    
    
    $
    3.3
    
    
    $
    
    
    
    $
    32.9Current portion of long-term debt
    
    
    
    
    
    
    3.8
    
    
    
    
    
    
    
    1.0
    
    
    
    
    
    
    
    4.8Liabilities held for sale
    
    
    
    
    
    
    
    
    
    
    8.2
    
    
    
    
    
    
    
    
    
    
    
    8.2Accounts payable and other accrued liabilities
    
    
    
    
    
    
    6.2
    
    
    
    288.5
    
    
    
    263.7
    
    
    
    (48.4
    )
    
    
    510.0Total current liabilities
    
    
    
    
    
    
    10.0
    
    
    
    326.3
    
    
    
    268.0
    
    
    
    (48.4
    )
    
    
    555.9Long-term debt, net of current portion
    
    
    
    
    
    
    569.9
    
    
    
    0.6
    
    
    
    1.7
    
    
    
    
    
    
    
    572.2Pension and other long-term liabilities
    
    
    
    
    
    
    
    
    
    
    287.8
    
    
    
    117.2
    
    
    
    
    
    
    
    405.0Minority interest
    
    
    
    
    
    
    
    
    
    
    11.2
    
    
    
    60.5
    
    
    
    (1.2
    )
    
    
    70.5Parent loans
    
    
    
    
    
    
    487.9
    
    
    
    (543.3
    )
    
    
    78.1
    
    
    
    (22.7
    )
    
    
    Common stock
    
    
    1.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.0Additional paid-in capital
    
    
    882.0
    
    
    
    (54.3
    )
    
    
    1,249.4
    
    
    
    304.5
    
    
    
    (1,499.6
    )
    
    
    882.0Retained earnings (accumulated deficit
    
    
    (928.7
    )
    
    
    (149.2
    )
    
    
    (590.4
    )
    
    
    (101.5
    )
    
    
    841.1
    
    
    
    (928.7
    )Accumulated other comprehensive
income (loss)
    
    
    248.0
    
    
    
    31.4
    
    
    
    116.9
    
    
    
    179.3
    
    
    
    (327.6
    )
    
    
    248.0Total stockholders equity
    
    
    202.3
    
    
    
    (172.1
    )
    
    
    775.9
    
    
    
    382.3
    
    
    
    (986.1
    )
    
    
    202.3Total liabilities and stockholders equity
    
    $
    202.3
    
    
    $
    895.7
    
    
    $
    858.5
    
    
    $
    907.8
    
    
    $
    (1,058.4
    )
    
    $
    1,805.9
 21




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##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Three Months Ended April 30, 2008
(Unaudited)
 Guarantor
    
    
    NonguarantorParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Total(Dollars in millions)Cash flows used for operating activities
    
    $
    
    
    
    $
    (14.8
    )
    
    $
    (9.3
    )
    
    $
    (6.9
    )
    
    $
    (0.8
    )
    
    $
    (31.8
    )Cash flows from investing activities:Purchase of property, plant,
equipment, and tooling
    
    
    
    
    
    
    
    
    
    
    (7.4
    )
    
    
    (11.8
    )
    
    
    
    
    
    
    (19.2
    )Investments in subsidiaries
    
    
    
    
    
    
    (0.6
    )
    
    
    (29.3
    )
    
    
    (35.4
    )
    
    
    65.3
    
    
    
    Proceeds from sale of
assets
    
    
    
    
    
    
    
    
    
    
    0.3
    
    
    
    0.2
    
    
    
    
    
    
    
    0.5Cash (used for) provided by investing activities
    
    
    
    
    
    
    (0.6
    )
    
    
    (36.4
    )
    
    
    (47.0
    )
    
    
    65.3
    
    
    
    (18.7
    )Cash flows from financing activities:Changes in bank borrowings and credit facilities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.1
    
    
    
    
    
    
    
    2.1Repayment of long-term debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.1
    )Dividends paid to minority
shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7.3
    )
    
    
    
    
    
    
    (7.3
    )Proceeds from parent investments
    
    
    
    
    
    
    
    
    
    
    38.7
    
    
    
    27.8
    
    
    
    (66.5
    )
    
    
    Cash provided by (used for) financing activities
    
    
    
    
    
    
    
    
    
    
    38.7
    
    
    
    22.5
    
    
    
    (66.5
    )
    
    
    (5.3
    )Decrease (increase) in parent loans
and advances
    
    
    
    
    
    
    (25.9
    )
    
    
    (5.4
    )
    
    
    29.3
    
    
    
    2.0
    
    
    
    Cash flows from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Effect of exchange rates on cash and cash
equivalents
    
    
    
    
    
    
    2.3
    
    
    
    0.6
    
    
    
    (0.5
    )
    
    
    
    
    
    
    2.4Decrease in cash and cash equivalents
    
    
    
    
    
    
    (39.0
    )
    
    
    (11.8
    )
    
    
    (2.6
    )
    
    
    
    
    
    
    (53.4
    )Cash and cash equivalents at beginning
of period
    
    
    
    
    
    
    84.7
    
    
    
    30.3
    
    
    
    45.2
    
    
    
    
    
    
    
    160.2Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    45.7
    
    
    $
    18.5
    
    
    $
    42.6
    
    
    $
    
    
    
    $
    106.8
 22




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##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Three Months Ended April 30, 2007
(Unaudited)
 Guarantor
    
    
    NonguarantorParent
    
    
    Issuer
    
    
    Subsidiaries
    
    
    Subsidiaries
    
    
    Eliminations
    
    
    Total(Dollars in millions)Cash flows provided by (used for)
operating activities
    
    $
    
    
    
    $
    (0.1
    )
    
    $
    (17.6
    )
    
    $
    35.6
    
    
    $
    (1.2
    )
    
    $
    16.7Cash flows from investing activities:Purchase of property, plant,
equipment, and tooling
    
    
    
    
    
    
    
    
    
    
    (6.6
    )
    
    
    (9.4
    )
    
    
    
    
    
    
    (16.0
    )Investments in subsidiaries
    
    
    0.1
    
    
    
    0.1
    
    
    
    200.0
    
    
    
    (191.1
    )
    
    
    (9.1
    )
    
    
    Proceeds from sale of
assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Cash provided by (used for) investing activities
    
    
    0.1
    
    
    
    0.1
    
    
    
    193.4
    
    
    
    (200.4
    )
    
    
    (9.1
    )
    
    
    (15.9
    )Cash flows from financing activities:Changes in bank borrowings and credit facilities
    
    
    
    
    
    
    
    
    
    
    (0.5
    )
    
    
    
    
    
    
    
    
    
    
    (0.5
    )Proceeds from revolving credit facility
    
    
    
    
    
    
    
    
    
    
    10.0
    
    
    
    
    
    
    
    
    
    
    
    10.0Repayment of long-term debt
    
    
    
    
    
    
    
    
    
    
    (0.8
    )
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.9
    )Dividends paid to minority
shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5.5
    )
    
    
    
    
    
    
    (5.5
    )Proceeds from parent investments
    
    
    
    
    
    
    
    
    
    
    (141.7
    )
    
    
    145.6
    
    
    
    (3.9
    )
    
    
    Cash (used for) provided by financing activities
    
    
    
    
    
    
    
    
    
    
    (133.0
    )
    
    
    140.0
    
    
    
    (3.9
    )
    
    
    3.1Decrease (increase) in parent loans
and advances
    
    
    (0.1
    )
    
    
    
    
    
    
    (23.5
    )
    
    
    9.6
    
    
    
    14.0
    
    
    
    Cash flows from discontinued operations
    
    
    
    
    
    
    
    
    
    
    (13.7
    )
    
    
    33.6
    
    
    
    
    
    
    
    19.9Effect of exchange rates on cash and cash
equivalents
    
    
    
    
    
    
    
    
    
    
    0.4
    
    
    
    2.0
    
    
    
    
    
    
    
    2.4Increase (decrease) in cash and cash equivalents
    
    
    
    
    
    
    
    
    
    
    6.0
    
    
    
    20.4
    
    
    
    (0.2
    )
    
    
    26.2Cash and cash equivalents at beginning
of period
    
    
    
    
    
    
    
    
    
    
    8.1
    
    
    
    30.4
    
    
    
    
    
    
    
    38.5Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    
    
    
    $
    14.1
    
    
    $
    50.8
    
    
    $
    (0.2
    )
    
    $
    64.7
 23




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##### Table of Contents



Note 15. Subsequent Events
   
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Executive Summary
  Company Overview
       24




---



##### Table of Contents



Results of Operations
 Consolidated Results  Comparison of the Three Months Ended April 30, 2008 to the Three Months
Ended April 30, 2007
  Three Months Ended April 30,2008
    
    
    2007
    
    
    $ Change
    
    
    % ChangeNet sales:Automotive Wheels
    
    $
    562.0
    
    
    $
    466.8
    
    
    $
    95.2
    
    
    
    20.4
    %Other
    
    
    11.8
    
    
    
    31.8
    
    
    
    (20.0
    )
    
    
    -62.9
    %Total
    
    $
    573.8
    
    
    $
    498.6
    
    
    $
    75.2
    
    
    
    15.1
    %Gross profit
    
    $
    63.7
    
    
    $
    56.2
    
    
    $
    7.5
    
    
    
    13.3
    %Marketing, general, and administrative
    
    
    39.3
    
    
    
    35.3
    
    
    
    4.0
    
    
    
    11.3
    %Amortization of intangibles
    
    
    2.8
    
    
    
    2.4
    
    
    
    0.4
    
    
    
    16.7
    %Asset impairments and other restructuring charges
    
    
    3.3
    
    
    
    2.4
    
    
    
    0.9
    
    
    
    37.5
    %Other income, net
    
    
    (3.4
    )
    
    
    (2.0
    )
    
    
    (1.4
    )
    
    
    -70.0
    %Earnings from operations
    
    
    21.7
    
    
    
    18.1
    
    
    
    3.6
    
    
    
    19.9
    %Interest expense, net
    
    
    13.3
    
    
    
    18.1
    
    
    
    (4.8
    )
    
    
    -26.5
    %Loss on early extinguishment of debt
    
    
    
    
    
    
    0.3
    
    
    
    (0.3
    )
    
    
    -100.0
    %Other non-operating expense
    
    
    1.7
    
    
    
    
    
    
    
    1.7
    
    
    
    N/MIncome tax expense
    
    
    13.0
    
    
    
    8.5
    
    
    
    4.5
    
    
    
    52.9
    %Minority interest
    
    
    6.5
    
    
    
    3.8
    
    
    
    2.7
    
    
    
    71.1
    %Loss from continuing operations
    
    
    (12.8
    )
    
    
    (12.6
    )
    
    
    (0.2
    )
    
    
    -1.6
    %Loss from discontinued operations, net of tax
    
    
    
    
    
    
    (2.7
    )
    
    
    2.7
    
    
    
    100.0
    %Net loss
    
    $
    (12.8
    )
    
    $
    (15.3
    )
    
    $
    2.5
    
    
    
    16.3
    %
  Sales
  Gross profit
  25




---



##### Table of Contents



Marketing, general, and administrative
  Asset impairments and other restructuring charges
   Interest expense, net
  Income taxes
  Discontinued operations
   Net loss
  26




---



##### Table of Contents



Segment Results  Comparison of the Three Months Ended April 30, 2008 to the Three Months Ended
April 30, 2007
 Automotive Wheels
  Three Months Ended April 30,2008
    
    
    2007
    
    
    $ ChangeNet sales
    
    $
    562.0
    
    
    $
    466.8
    
    
    $
    95.2Asset impairments and other restructuring charges:Facility closure costs
    
    $
    0.3
    
    
    $
    2.1
    
    
    $
    (1.8
    )Impairment of facility, machinery, and equipment
    
    
    2.7
    
    
    
    0.2
    
    
    
    2.5Severance and other restructuring costs
    
    
    0.1
    
    
    
    
    
    
    
    0.1Total asset impairments and other restructuring charges
    
    $
    3.1
    
    
    $
    2.3
    
    
    $
    0.8Earnings from operations
    
    $
    16.8
    
    
    $
    24.5
    
    
    $
    (7.7
    )
 Net sales
  Asset impairments and other restructuring charges
   Earnings from operations
  Other
  Three Months Ended April 30,2008
    
    2007
    
    $ ChangeNet sales
    
    $
    11.8
    
    
    $
    31.8
    
    
    $
    (20.0
    )Total asset impairments and other restructuring charges
    
    
    0.2
    
    
    
    0.1
    
    
    
    0.1Earnings (loss) from operations
    
    
    4.9
    
    
    
    (6.4
    )
    
    
    11.3
 27




---



##### Table of Contents



Net Sales
  Asset impairments and other restructuring charges
  Earnings (loss) from operations
  Liquidity and Capital Resources
 Sources of Liquidity
  Capital Resources
  
  Cash Flows
 Operating Activities:
 Investing Activities:
 28




---



##### Table of Contents



Financing Activities:
 Off Balance Sheet Arrangements
      Credit Ratings
  S&P
    
    Moodys
    
    FitchCorporate rating
    
    B
    
    B3
    
    BBank debt rating
    
    BB-
    
    B2
    
    BB/RR1New Senior Note rating
    
    B-
    
    Caa2
    
    B-/RR5
 29




---



##### Table of Contents



Contractual Obligations
  Payment Due by PeriodLess than 1Year
    
    
    2-3 Years
    
    
    4-5 Years
    
    
    After 5 Years
    
    
    TotalShort-term borrowings
    
    $
    36.5
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    36.5Long-term debt
    
    
    5.1
    
    
    
    9.9
    
    
    
    8.2
    
    
    
    586.0
    
    
    
    609.2Operating leases
    
    
    4.4
    
    
    
    3.4
    
    
    
    0.5
    
    
    
    0.1
    
    
    
    8.4Capital expenditures
    
    
    19.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19.5United States pension contribution
    
    
    3.0
    
    
    
    7.6
    
    
    
    6.2
    
    
    
    
    
    
    
    16.8Tax reserves
    
    
    5.7
    
    
    
    0.1
    
    
    
    
    
    
    
    5.8
    
    
    
    11.6Total obligations
    
    $
    74.2
    
    
    $
    21.0
    
    
    $
    14.9
    
    
    $
    591.9
    
    
    $
    702.0
 Other Cash Requirements
  Interest
    
    $
    47.5Taxes
    
    
    46.4International pension and other post-retirement benefits funding
    
    
    18.2
 New Accounting Pronouncements
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment of FASB Statement No. 133
 Business Combinations
 Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51
 Fair Value Measurements
 30




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Foreign Exchange
     Interest Rates
   
  Commodities
  31




---



##### Table of Contents



Item 4. Controls and Procedures
   
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 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
  32




---



##### Table of Contents



Item 6. Exhibits
 31.1
    
    Certification of Curtis J. Clawson, Chairman of the Board, President,
and Chief Executive Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of Mark A. Brebberman, Chief Accounting Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    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.*32.2
    
    Certification of Mark A. Brebberman, Chief Accounting 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. 33




---



##### Table of Contents



SIGNATURES
  HAYES LEMMERZ INTERNATIONAL, INC./s/   MARK A. BREBBERMANMark A. Brebberman, Chief Accounting Officer  34




---



##### Table of Contents



HAYES LEMMERZ INTERNATIONAL, INC.
 10-Q EXHIBIT INDEX
 31.1
    
    Certification of Curtis J. Clawson, Chairman of the Board, President,
and Chief Executive Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*31.2
    
    Certification Mark A. Brebberman, Chief Accounting Officer, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    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.*32.2
    
    Certification of Mark A. Brebberman, Chief Accounting 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. 35