##### 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 1934For the quarterly period ended
    April 30, 2007oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For 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
  Rule 12b-2
  Large
    accelerated
    filer o     Accelerated
    filer þ     Non-accelerated
    filer o
  Rule 12b-2 o þ
    þ o




---



##### 



HAYES
    LEMMERZ INTERNATIONAL, INC.
  QUARTERLY
    REPORT ON
    FORM 10-Q
    TABLE OF CONTENTS
  PagePART I. FINANCIAL
    INFORMATIONItem 1.

Financial
    Statements


2Consolidated
    Statements of Operations


2Condensed
    Consolidated Balance Sheets


3Consolidated
    Statements of Cash Flows


4Consolidated
    Statements of Changes in Stockholders Equity


5Notes to
    Consolidated Financial Statements


6Item 2.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


25Item 3.

Quantitative and
    Qualitative Disclosures about Market Risk


33Item 4.

Controls and
    Procedures


34PART II.
    OTHER INFORMATIONItem 1.

Legal
    Proceedings


34Item 1A.

Risk
    Factors


34Item 2.

Unregistered Sales
    of Equity Securities and Use of Proceeds


34Item 3.

Defaults upon
    Senior Securities


34Item 4.

Submission of
    Matters to a Vote of Security Holders


35Item 5.

Other
    Information


35Item 6.

Exhibits


35Signature


36Stock Purchase AgreementSection 302 Certification of Curtis J. ClawsonSection 302 Certification of James A. YostSection 906 Certification of Curtis J. ClawsonSection 906 Certification of James A. Yost    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 1st of that year and
    ending January 31st of the following year (e.g.,
    fiscal 2007 means the period beginning February 1, 2007,
    and ending January 31, 2008). 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) our ability to divest non-core assets and businesses.
    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.
 1




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##### Table of Contents



Item 1.
    Financial
    Statements  HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF OPERATIONS
    (Unaudited)  Three Months


Three MonthsEnded


EndedApril 30,


April 30,2007


2006(Dollars in millions, except per share amounts)Net sales

$
561.0


$
503.5Cost of goods sold


499.5



456.6Gross profit


61.5



46.9Marketing, general, and
    administrative


38.6



34.6Asset impairments and other
    restructuring charges


2.4



3.5Other expense, net


0.4



1.4Earnings from operations


20.1



7.4Interest expense, net


18.3



16.9Other non-operating expense


0.3



0.2Income (loss) from continuing
    operations before taxes and minority interest


1.5



(9.7
)Income tax expense


8.6



5.5Loss from continuing operations
    before minority interest


(7.1
)


(15.2
)Minority interest


3.7



1.9Loss from continuing operations


(10.8
)


(17.1
)Discontinued operations:Loss from operations, net of tax
    of $0.0 for both April 30, 2007 and 2006


(0.9
)


(0.5
)Loss on sale of business, net of
    tax of $0.0


(3.6
)


Loss from discontinued operations


(4.5
)


(0.5
)Net loss

$
(15.3
)

$
(17.6
)Loss per common share dataBasic and diluted:Loss from continuing operations

$
(0.27
)

$
(0.45
)Loss from discontinued operations


(0.11
)


(0.01
)Net loss

$
(0.38
)

$
(0.46
)Weighted average shares
    outstanding (in millions)


39.3



38.1    2




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 CONDENSED
    CONSOLIDATED BALANCE SHEETS  April 30,


January 31,2007


2007(Dollars in millions)(Unaudited)ASSETSCurrent assets:Cash and cash equivalents

$
64.7


$
38.4Receivables


321.1



258.5Other receivables


34.3



43.2Inventories


197.3



172.8Assets held for sale


4.4



51.8Prepaid expenses and other current
    assets


15.9



15.9Total current assets


637.7



580.6Property, plant, and equipment, net


695.4



680.7Goodwill


221.3



210.0Intangible assets, net


178.9



173.8Other assets


35.3



46.1Total assets

$
1,768.6


$
1,691.2LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Bank borrowings and other notes

$
28.8


$
27.9Current portion of long-term debt


6.4



6.7Accounts payable and accrued
    liabilities


447.9



384.4Liabilities held for sale


0.6



19.9Total current liabilities


483.7



438.9Long-term debt, net of current
    portion


663.3



659.4Deferred tax liabilities


61.2



67.3Pension and other long-term
    liabilities


374.7



366.5Minority interest


55.3



57.3Commitments and contingenciesStockholders equity:Preferred stock,
    1,000,000 shares authorized, none issued or outstanding at
    April 30, 2007 or January 31, 2007






Common stock, par value
    $0.01 per share:100,000,000 shares
    authorized; 39,645,682 and 38,470,434 issued and outstanding at
    April 30, 2007 and January 31, 2007, respectively


0.4



0.4Additional paid in capital


686.6



678.6Accumulated deficit


(749.1
)


(733.6
)Accumulated other comprehensive
    income


192.5



156.4Total stockholders equity


130.4



101.8Total liabilities and
    stockholders equity

$
1,768.6


$
1,691.2    3




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Three Months


Three MonthsEnded


EndedApril 30,


April 30,2007


2006(Unaudited)(Dollars in millions)Cash flows from operating
    activities:Net loss

$
(15.3
)

$
(17.6
)Adjustments to reconcile net loss
    from operations to net cash provided by (used for) operating
    activities:Net loss from discontinued
    operations


4.5



0.5Depreciation and amortization


30.0



31.2Asset impairments


0.2



0.2Minority interest


3.7



2.1Equity compensation expense


0.6



(0.2
)Loss on sale of assets and
    businesses


0.2



1.2Amortization of deferred financing
    fees


1.4



1.1Changes in operating assets and
    liabilities that increase (decrease) cash flows:Receivables


(47.7
)


(15.6
)Other receivables


8.9



21.0Inventories


(18.0
)


(13.8
)Prepaid expenses and other


0.5



4.0Accounts payable and accrued
    liabilities


45.9



22.7Cash provided by operating
    activities


14.9



36.8Cash flows from investing
    activities:Purchase of property, plant,
    equipment, and tooling


(16.6
)


(10.9
)Proceeds from sale of assets






0.2Capital contributed by minority
    shareholders






0.4Cash used for investing activities


(16.6
)


(10.3
)Cash flows from financing
    activities:Changes in bank borrowings and
    credit facilities


(0.6
)


(0.6
)Bank finance fees paid






(2.9
)Borrowing (repayment) of long-term
    debt


8.4



(0.2
)Dividends paid to minority
    shareholders


(5.5
)


(1.0
)Cash provided (used for) by
    financing activities


2.3



(4.7
)Cash flows of discontinued
    operations:Net cash provided by operating
    activities


2.9



(11.3
)Net cash provided by (used for)
    investing activities


26.0



(1.2
)Net cash (used for) provided by
    financing activities


(5.2
)


(1.1
)Net cash provided by discontinued
    operations


23.7



(13.6
)Effect of exchange rate changes on
    cash and cash equivalents


2.0



1.9Increase in cash and cash
    equivalents


26.3



10.1Cash and cash equivalents at
    beginning of period


38.4



42.3Cash and cash equivalents at end
    of period

$
64.7


$
52.4Supplemental data:Cash paid for interest

$
15.1


$
12.1Cash paid for income taxes

$
3.3


$
3.4    4




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
 CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
    (Unaudited)  AccumulatedAdditional





OtherPaid in


Accumulated


ComprehensiveShares


Par Value


Capital


Deficit


Income


Total(Dollars in millions, except share amounts)Balance 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 issued for options and
    vested RSUs


36,296



















Common stock issued to note holders


1,049,020







5.3











5.3Shares of redeemable preferred
    stock of subsidiary converted into common stock


89,932







2.1











2.1Equity compensation expense










0.6











0.6Balance at April 30, 2007


39,645,682


$
0.4


$
686.6


$
(749.1
)

$
192.5


$
130.4Balance at January 31, 2006


37,991,269


$
0.4


$
675.9


$
(566.3
)

$
73.3


$
183.3Comprehensive income:Net loss














(17.6
)






(17.6
)Currency translation adjustment


















30.7



30.7Unrealized loss on derivatives


















(3.4
)


(3.4
)Total comprehensive income






















9.7Shares issued for vested RSUs


168,220



















Balance at April 30, 2006


38,159,489


$
0.4


$
675.9


$
(583.9
)

$
100.6


$
193.0    5




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
    Three Months Ended April 30, 2007 and 2006
    (Unaudited)
    (Dollars in millions, unless otherwise stated)
  Note 1.
    Description
    of Business  Form 10-K
  Description
    of Business
      Note 2.
    Basis of
    Presentation        Note 3.
    Stock-Based
    Compensation     6




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          WeightedNumber of


AverageShares


Exercise PriceOutstanding at January 31,
    2006


1,722,235


$
13.54Granted






Exercised






Canceled


(32,888
)


13.87Outstanding and exercisable at
    April 30, 2006


1,689,347


$
13.53Outstanding at January 31,
    2007


1,334,639


$
13.47Granted






Exercised


(7,790
)


4.52Canceled


(6,710
)


16.07Outstanding and exercisable at
    April 30, 2007


1,320,139


$
13.51     WeightedAverageNumber of


Grant DateShares


Fair ValueNonvested at January 31, 2006


1,357,705


$
12.14Granted






Exercised


(1,782
)


14.90Forfeited


(130,919
)


11.86Outstanding at April 30, 2006


1,225,004


$
12.16Nonvested at January 31, 2007


1,676,999


$
7.03Granted






Exercised


(28,506
)


14.09Forfeited


(26,521
)


8.92Outstanding at April 30, 2007


1,621,972


$
6.88    7




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Note 4.
    Inventories    April 30,


January 31,2007


2007Raw materials

$
47.6


$
39.9Work-in-process


52.8



38.5Finished goods


63.3



64.0Spare parts and supplies


33.6



30.4Total

$
197.3


$
172.8   Note 5.
    Assets
    Held for Sale    April 30,


January 31,2007


2007Suspension business

$
1.6


$
49.0Howell, Michigan building


2.8



2.8Total

$
4.4


$
51.8     Note 6.
    Discontinued
    Operations     8




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     April 30,


January 31,2007


2007Cash and cash equivalents

$
0.1


$
0.1Receivables


1.4



30.0Inventories






17.5Prepaid expenses and other assets






1.4Property, plant, and equipment, net


0.1



Total assets held for sale

$
1.6


$
49.0Accounts payable and accrued
    liabilities

$
0.6


$
15.7Other long term liabilities






4.2Total liabilities held for sale

$
0.6


$
19.9     April 30,


April 30,2007


2006Net sales

$
6.8


$
69.3Loss before income tax expense

$
(4.5
)

$
(0.5
)Income tax expense






Net loss

$
(4.5
)

$
(0.5
)   Note 7.
    Bank
    Borrowings, Other Notes, and Long-Term Debt      April 30,


January 31,2007


2007Various foreign bank and
    government loans, weighted average interest rates of 5.4% and
    5.4% at April 30, 2007 and January 31, 2007,
    respectively

$
3.4


$
3.4Term Loan B maturing 2009,
    weighted average interest rate of 8.8% and 8.9% at
    April 30, 2007 and January 31, 2007, respectively


326.7



327.8Term Loan C maturing 2010,
    weighted average interest rate of 11.4% at both April 30,
    2007 and January 31, 2007


150.0



150.0101/2% Senior
    Notes due 2010, net of discount of $0.3 million and
    $0.4 million at April 30, 2007 and January 31,
    2007, respectively


157.2



162.1Revolving Credit Facility,
    weighted average interest rate of 11.0% at April 30, 2007


10.0



Mortgage note payable maturing
    June 3, 2008


21.7



21.8Capital lease obligations


0.7



1.0669.7



666.1Less current portion of long-term
    debt


6.4



6.7Long-term debt

$
663.3


$
659.4  9




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Credit
    Facility
          Senior
    Notes
  1 2 1 2
         10




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NewFinancing
    Note 8.
    Pension
    Plans and Postretirement Benefits Other Than Pensions      Three Months Ended April 30,US Plans


International PlansPension








PensionBenefits


Other Benefits


Benefits2007


2006


2007


2006


2007


2006Service cost

$
0.3


$
0.2


$



$



$
0.2


$
0.3Interest cost


2.6



2.7



2.4



2.7



1.6



1.4Expected return on plan assets


(3.1
)


(2.6
)


0.1







(0.2
)


(0.1
)Amortization of net loss










(0.1
)


(0.1
)






Special termination benefit
    recognized






0.1















Net periodic benefit cost

$
(0.2
)

$
0.4


$
2.4


$
2.6


$
1.6


$
1.6       Note 9.
    Asset
    Impairments and Other Restructuring Charges    Three Months Ended April 30, 2007AutomotiveWheels


Components


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  11




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Three Months Ended April 30, 2006AutomotiveWheels


Components


Other


TotalFacility closure costs

$
0.4


$



$



$
0.4Impairment of facility, machinery,
    and equipment


0.2











0.2Severance and other restructuring
    costs


1.5



0.8



0.6



2.9Total

$
2.1


$
0.8


$
0.6


$
3.5   Asset
    Impairment Losses and Other Restructuring Charges for the Three
    Months Ended April 30, 2007
    Asset
    Impairment Losses and Other Restructuring Charges for the Three
    Months Ended April 30, 2006
    Facility
    Exit Costs and Severance Accruals
    Accrual of


CashSeverance and


Payments andOther


Effects ofJanuary 31,


Restructuring


Foreign


April 30,2007 Accrual


Charges


Currency


2007 AccrualFacility exit costs

$
0.2


$
2.1


$
(2.2
)

$
0.1Severance


0.8



0.1



(0.6
)


0.3Total

$
1.0


$
2.2


$
(2.8
)

$
0.4   Note 10.
    Weighted
    Average Shares Outstanding   12




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three MonthsEnded April 30,2007


2006Basic weighted average shares
    outstanding


39,269



38,122Dilutive effect of options and
    warrants






Diluted weighted average shares
    outstanding


39,269



38,122     Note 11.
    Taxes on
    Income    Three Months Ended April 30,2007


2006US


Foreign


US


ForeignPre-tax income (loss)

$
(24.1
)

$
25.6


$
(24.1
)

$
14.4Income tax expense


0.2



8.4



0.3



5.2       Accounting for Uncertainty in Income
    Taxes, an interpretation of FASB Statement
    No. 109
       13




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12.
    Segment
    Reporting      Three Months Ended April 30, 2007AutomotiveWheels


Components


Other


TotalNet sales

$
466.8


$
94.2


$



$
561.0Asset impairments and other
    restructuring charges


2.3







0.1



2.4Earnings (loss) from operations


24.5



0.4



(4.8
)


20.1   Three Months Ended April 30, 2006AutomotiveWheels


Components


Other


TotalNet sales

$
403.8


$
99.7


$



$
503.5Asset impairments and other
    restructuring charges


2.1



0.8



0.6



3.5Earnings (loss) from operations


13.5



(1.2
)


(4.9
)


7.4   As of April 30, 2007AutomotiveWheels


Components


Other


TotalTotal assets

$
1,462.5


$
151.9


$
154.2


$
1,768.6   As of January 31, 2007AutomotiveWheels


Components


Other


TotalTotal assets

$
1,336.6


$
192.0


$
162.6


$
1,691.2   Note 13.
    Minority
    Interest in Equity of Consolidated Subsidiaries     14




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     April 30,


January 31,2007


2007Minority interest in consolidated
    affiliates

$
44.6


$
44.8Minority interest in preferred
    stock


10.7



12.5Total minority interest

$
55.3


$
57.3   Note 14.
    Accounting
    Errors    Note 15.
    Condensed
    Consolidating Financial Statements      Guarantor
    and Nonguarantor Financial Statements
   15




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
    For the Three Months Ended April 30, 2007
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions)(Unaudited)Net sales

$



$



$
145.5


$
421.0


$
(5.5
)

$
561.0Cost of goods sold






2.9



136.2



365.9



(5.5
)


499.5Gross profit (loss)






(2.9
)


9.3



55.1







61.5Marketing, general, and
    administrative






0.4



14.7



23.5







38.6Equity in (earnings) losses of
    subsidiaries and joint ventures


15.3



(1.1
)


0.6







(14.8
)


Asset impairments and other
    restructuring charges










2.2



0.2







2.4Other (income) expense, net






(0.4
)


(1.5
)


2.3







0.4Earnings (loss) from operations


(15.3
)


(1.8
)


(6.7
)


29.1



14.8



20.1Interest expense, net






13.3







5.0







18.3Other non-operating expense






0.3















0.3Earnings (loss) from continuing
    operations before taxes on income and minority interest


(15.3
)


(15.4
)


(6.7
)


24.1



14.8



1.5Income tax expense






(0.1
)


0.9



7.8







8.6Earnings (loss) from continuing
    operations before minority interest


(15.3
)


(15.3
)


(7.6
)


16.3



14.8



(7.1
)Minority interest














3.7







3.7Earnings (loss) from continuing
    operations


(15.3
)


(15.3
)


(7.6
)


12.6



14.8



(10.8
)Income (loss) from discontinued
    operations










(5.8
)


1.3







(4.5
)Net income (loss)

$
(15.3
)

$
(15.3
)

$
(13.4
)

$
13.9


$
14.8


$
(15.3
)  16




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF OPERATIONS
    For the Three Months Ended April 30, 2006
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions)(Unaudited)Net sales

$



$



$
157.9


$
354.8


$
(9.2
)

$
503.5Cost of goods sold






4.2



149.8



311.8



(9.2
)


456.6Gross profit (loss)






(4.2
)


8.1



43.0







46.9Marketing, general, and
    administrative






1.3



13.1



20.2







34.6Equity in (earnings) losses of
    subsidiaries and joint ventures


17.6



(0.3
)


(1.5
)






(15.8
)


Asset impairments and other
    restructuring charges






1.4



1.6



0.5







3.5Other (income) expense, net






(0.1
)






1.5







1.4Earnings (loss) from operations


(17.6
)


(6.5
)


(5.1
)


20.8



15.8



7.4Interest (income) expense, net






10.9







6.0







16.9Other non-operating expense






0.1







0.1







0.2Earnings (loss) from continuing
    operations before taxes on income and minority interest


(17.6
)


(17.5
)


(5.1
)


14.7



15.8



(9.7
)Income tax expense






0.1



0.2



5.2







5.5Earnings (loss) from continuing
    operations before minority interest


(17.6
)


(17.6
)


(5.3
)


9.5



15.8



(15.2
)Minority interest














1.9







1.9Income (loss) from continuing
    operations


(17.6
)


(17.6
)


(5.3
)


7.6



15.8



(17.1
)Income from discontinued
    operations, net of tax










(0.5
)










(0.5
)Net income (loss)

$
(17.6
)

$
(17.6
)

$
(5.8
)

$
7.6


$
15.8


$
(17.6
)  17




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEETS
    As of April 30, 2007
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions)(Unaudited)Cash and cash equivalents

$



$
4.4


$
1.0


$
59.3


$



$
64.7Receivables






(71.3
)


77.0



315.4







321.1Other receivables






34.3















34.3Inventories






1.2



51.2



144.9







197.3Prepaid expenses and other






6.5



4.4



9.4







20.3Total current assets






(24.9
)


133.6



529.0







637.7Property, plant, and equipment, net






29.2



121.2



545.0







695.4Goodwill and other assets


130.9



752.5



(240.4
)


391.1



(598.6
)


435.5Total assets

$
130.9


$
756.8


$
14.4


$
1,465.1


$
(598.6
)

$
1,768.6Bank borrowings and other notes

$



$



$



$
28.8


$



$
28.8Current portion of long-term debt






4.6



0.7



1.1







6.4Accounts payable and accrued
    liabilities






52.4



54.8



341.3







448.5Total current liabilities






57.0



55.5



371.2







483.7Long-term debt, net of current
    portion






660.9







2.4







663.3Pension and other long-term
    liabilities






197.4



0.8



237.7







435.9Minority interest






10.7







44.6







55.3Parent loans


0.5



(183.5
)


(16.7
)


204.8



(5.1
)


Common stock


0.4



















0.4Additional paid-in capital


686.6



696.3



389.0



569.1



(1,654.4
)


686.6Retained earnings (accumulated
    deficit)


(749.1
)


(731.9
)


(419.4
)


(101.9
)


1,253.2



(749.1
)Accumulated other comprehensive
    income (loss)


192.5



49.9



5.2



137.2



(192.3
)


192.5Total stockholders equity


130.4



14.3



(25.2
)


604.4



(593.5
)


130.4Total liabilities and
    stockholders equity

$
130.9


$
756.8


$
14.4


$
1,465.1


$
(598.6
)

$
1,768.6  18




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING BALANCE SHEETS
    As of January 31, 2007
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions)Cash and cash equivalents

$



$
(0.7
)

$
0.5


$
38.6


$



$
38.4Receivables






(80.6
)


60.6



278.5







258.5Other receivables






43.2















43.2Inventories






0.4



48.5



123.9







172.8Prepaid expenses and other






3.1



52.2



12.4







67.7Total current assets






(34.6
)


161.8



453.4







580.6Property, plant, and equipment, net






30.0



123.8



526.9







680.7Goodwill and other assets


102.3



765.0



(115.6
)


381.6



(703.4
)


429.9Total assets

$
102.3


$
760.4


$
170.0


$
1,361.9


$
(703.4
)

$
1,691.2Bank borrowings and other notes

$



$



$



$
27.9


$



$
27.9Current portion of long-term debt






4.6



1.1



1.0







6.7Accounts payable and accrued
    liabilities






48.3



59.8



296.2







404.3Total current liabilities






52.9



60.9



325.1







438.9Long-term debt, net of current
    portion






657.1







2.3







659.4Pension and other long-term
    liabilities






199.5



0.8



233.5







433.8Minority interest






12.5







44.8







57.3Parent loans


0.5



(176.6
)


(20.5
)


199.1



(2.5
)


Common stock


0.4



















0.4Additional paid-in capital


678.6



688.3



525.8



569.1



(1,783.2
)


678.6Retained earnings (accumulated
    deficit)


(733.6
)


(716.4
)


(406.0
)


(115.8
)


1,238.2



(733.6
)Accumulated other comprehensive
    income (loss)


156.4



43.1



9.0



103.8



(155.9
)


156.4Total stockholders equity


101.8



15.0



128.8



557.1



(700.9
)


101.8Total liabilities and
    stockholders equity

$
102.3


$
760.4


$
170.0


$
1,361.9


$
(703.4
)

$
1,691.2  19




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
    For the Three Months Ended April 30, 2007
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions)(Unaudited)Cash flows provided by (used for)
    operating activities

$



$
(20.2
)

$
(3.4
)

$
38.5


$



$
14.9Cash flows from investing
    activities:Purchase of property, plant,
    equipment and tooling






(0.6
)


(3.2
)


(12.8
)






(16.6
)Cash used for investing activities






(0.6
)


(3.2
)


(12.8
)






(16.6
)Cash flows from financing
    activities:Changes in bank borrowings and
    credit facility














(0.6
)






(0.6
)Borrowing (repayment) of long term
    debt






8.9



(0.4
)


(0.1
)






8.4Dividends paid to minority
    shareholders














(5.5
)






(5.5
)Cash used for financing activities






8.9



(0.4
)


(6.2
)






2.3Increase (decrease) in parent
    loans and advances






17.0



(14.9
)


(2.1
)






(0.0
)Cash flow from discontinued
    operations










22.4



1.3







23.7Effect of exchange rates on cash
    and cash equivalents














2.0







2.0Increase in cash and cash
    equivalents






5.1



0.5



20.7







26.3Cash and cash equivalents at
    beginning of period






(0.7
)


0.5



38.6







38.4Cash and cash equivalents at end
    of period

$



$
4.4


$
1.0


$
59.3


$



$
64.7  20




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  CONDENSED
    CONSOLIDATING STATEMENTS OF CASH FLOWS
 For the Three Months Ended April 30, 2006
  Guarantor


NonguarantorParent


Issuer


Subsidiaries


Subsidiaries


Eliminations


Total(Dollars in millions)(Unaudited)Cash flows provided by (used for)
    operating activities

$



$
(1.3
)

$
14.0


$
24.1


$



$
36.8Cash flows from investing
    activities:Purchase of property, plant,
    equipment and tooling






(0.2
)


(3.1
)


(7.6
)






(10.9
)Capital contributed by minority
    shareholders














0.4







0.4Proceeds from disposal of assets
    and businesses














0.2







0.2Cash used for investing activities






(0.2
)


(3.1
)


(7.0
)






(10.3
)Cash flows from financing
    activities:Changes in bank borrowings and
    credit facility










(0.4
)


(0.2
)






(0.6
)Repayment of long term debt














(0.2
)






(0.2
)Bank finance fees paid






(2.9
)














(2.9
)Dividends paid to minority
    shareholders














(1.0
)






(1.0
)Cash used for financing activities






(2.9
)


(0.4
)


(1.4
)






(4.7
)Increase (decrease) in parent
    loans and advances






9.4



3.8



(13.2
)






Cash flow from discontinued
    operations










(13.7
)


0.1







(13.6
)Effect of exchange rates on cash
    and cash equivalents














1.9







1.9Increase in cash and cash
    equivalents






5.0



0.6



4.5







10.1Cash and cash equivalents at
    beginning of period






(4.1
)


0.6



45.8







42.3Cash and cash equivalents at end
    of period

$



$
0.9


$
1.2


$
50.3


$



$
52.4   Note 16.  Subsequent
    Events
    Rights
    Offering
   21




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1 2
  Tender
    Offer for Senior Notes
      New
    Senior Notes
  1 4
 22




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  New
    Credit Facilities
         23




---



##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Pro
    Forma Capitalization
    Actual


Adjustments


As Adjusted(Unaudited)Total cash and cash equivalents

$
64.7


$
26.4


$
91.1DebtBank borrowings and other notes


28.8







28.8Debt of foreign subsidiaries


3.4







3.4Revolving credit facility


10.0



(10.0
)


Term Loan B


326.7



(326.7
)


New Term Loan






350.5



350.5Term Loan C


150.0



(150.0
)


10.5% Senior notes


157.2



(157.2
)


New 8.25% Senior notes






175.2



175.2Mortgage note payable


21.7



(21.7
)


Capital lease obligations


0.7







0.7Total Debt


698.5



(139.9
)


558.6Minority interest


55.3







55.3Total stockholders equity


130.4



166.5
(a)


296.9Total Capitalization

$
884.2


$
26.6


$
910.8     (a)
    
    Net proceeds from Rights Offering of $189.6 million less
    call premium on 10.5% Senior Notes of $9.0 million
    less $11.9 million of unamortized banks fees on old term
    debt, less $2.2 million in legal expenses 24




---



##### Table of Contents



Item 2.  Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Executive
    Summary
  Form 10-K
  Company
    Overview
  12-month
         25




---



##### Table of Contents



Results
    of Operations
  Consolidated
    Results  Comparison of the Three Months Ended
    April 30, 2007 to the Three Months Ended April 30,
    2006
    Three Months


Three MonthsEnded


EndedApril 30,


April 30,2007


2006


$ Change


% ChangeNet sales:Automotive Wheels

$
466.8


$
403.8


$
63.0



15.6
%Components


94.2



99.7



(5.5
)


(5.5
)%Total

$
561.0


$
503.5


$
57.5



11.4
%Gross profit

$
61.5


$
46.9


$
14.6



31.1
%Marketing, general, and
    administrative


38.6



34.6



4.0



11.6
%Asset impairments and other
    restructuring charges


2.4



3.5



(1.1
)


(31.4
)%Other expense, net


0.4



1.4



(1.0
)


(71.4
)%Earnings from operations


20.1



7.4



12.7



171.6
%Interest expense, net


18.3



16.9



1.4



8.3
%Other non-operating expense


0.3



0.2



0.1



50.0
%Income tax expense


8.6



5.5



3.1



56.4
%Minority interest


3.7



1.9



1.8



94.7
%Loss from continuing operations


(10.8
)


(17.1
)


6.4



37.4
%Loss from discontinued operations,
    net of tax of $0.0


(4.5
)


(0.5
)


(4.0
)


(800.0
)%Net loss

$
(15.3
)

$
(17.6
)

$
2.3



13.1
%   Sales
    Gross
    profit
    Marketing,
    general, and administrative
   26




---



##### Table of Contents



Asset
    impairments and other restructuring charges
      Interest
    expense, net
    Income
    taxes
    Discontinued
    operations
    Net
    loss
   27




---



##### Table of Contents



Segment
    Results  Comparison of the Three Months Ended
    April 30, 2007 to the Three Months Ended April 30,
    2006
  Automotive
    Wheels
    Three Months


Three MonthsEnded


EndedApril 30,


April 30,2007


2006


$ ChangeNet sales

$
466.8


$
403.8


$
63.0Asset impairments and other
    restructuring charges:Facility closure costs

$
2.1


$
0.4


$
1.7Impairment of facility, machinery,
    and equipment


0.2



0.2



Severance and other restructuring
    costs






1.5



(1.5
)Total asset impairments and other
    restructuring charges

$
2.3


$
2.1


$
0.2Earnings from operations

$
24.5


$
13.5


$
11.0   Net
    sales
    Asset
    impairments and other restructuring charges
    Earnings
    from operations
   28




---



##### Table of Contents



Components
    Three Months


Three MonthsEnded


EndedApril 30,


April 30,2007


2006


$ ChangeNet sales

$
94.2


$
99.7


$
(5.5
)Asset impairments and other
    restructuring charges:Impairment of facility, machinery,
    equipment, and intangibles

$



$



$
Severance and other restructuring
    costs






0.8



(0.8
)Total asset impairments and other
    restructuring charges

$



$
0.8


$
(0.8
)Earnings (loss) from operations

$
0.4


$
(1.2
)

$
1.6   Net
    sales
    Asset
    impairments and other restructuring charges
    Loss from
    operations
    Other
    Three Months


Three MonthsEnded


EndedApril 30,


April 30,2007


2006


$ ChangeLoss from operations

$
(4.8
)

$
(4.9
)

$
0.1   Loss from
    operations
   29




---



##### Table of Contents



Liquidity
    and Capital Resources
  Cash
    Flows
  Operating Activities:
  Investing Activities:
  Financing Activities:
  Sources
    of Liquidity
    1 2
      Other
    Liquidity Matters
   30




---



##### Table of Contents



Credit
    Ratings
    S&P

MoodysCorporate rating

B−

Caa1Bank debt rating

B−

B1Senior Note rating

CCC

Caa2     S&P

Moodys

FitchCorporate rating

B

B3

BBank debt rating

BB−

B2

BB/RR1New Senior Note rating

CCC+

Caa2

B-/RR5   Off
    Balance Sheet Arrangements
       31




---



##### Table of Contents



Contractual
    Obligations
    Payment Due by PeriodLess than


2-3


4-5


After 51 Year


Years


Years


Years


TotalShort-term borrowings

$
28.8


$



$



$



$
28.8Long-term debt


4.5



334.8



308.0







647.3Mortgage note payable


0.2



21.5











21.7Capital lease obligation


0.7















0.7Operating leases


6.2



6.9



0.7



0.2



14.0Capital expenditures


22.8















22.8United States pension contribution


11.5



16.5



14.7







42.7Total obligations

$
74.7


$
379.7


$
323.4


$
0.2


$
778.0   Other
    Cash Requirements
    Interest

$
42.2Taxes


20.3International pension and other
    post-retirement benefits funding


18.3Restructuring costs


1.2   New
    Accounting Pronouncements
     32




---



##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Foreign
    Exchange
      Interest
    Rates
   33




---



##### Table of Contents



Commodities
    Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Rules 13a-15(e) 15d-15(e)
  Changes
    in Internal Control over Financial Reporting
   PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings  Form 10-K Form 8-K
  Item 1A.
    Risk
    Factors  Form 10-K.
  Item 2.
    Changes
    in Securities and Use of Proceeds    Item 3.
    Defaults
    upon Senior Securities   34




---



##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits  10
.23

Stock Purchase Agreement among HLI
    Operating Company, Inc., HLI Suspension Holding Company, Inc.
    and Diversified Machine, Inc. dated February 1, 2007.*10
.24

Amended and Restated Equity
    Purchase and Commitment Agreement, dated as of April 16,
    2007, by and between Hayes Lemmerz International, Inc. and
    Deutsche Bank Securities Inc. (incorporated by reference to
    Exhibit 99.2 to our Current Report on
    Form 8-K,
    filed April 18, 2007).10
.25

Amended and Restated Registration
    Rights Agreement, dated as of April 16, 2007, by and
    between Hayes Lemmerz International, Inc., Deutsche Bank
    Securities Inc. and SPCP Group, LLC. (incorporated by reference
    to Exhibit 99.3 to our Current Report on
    Form 8-K,
    filed April 18, 2007).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 James A. Yost,
    Vice President, Finance, and Chief Financial 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 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. 35




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##### Table of Contents



SIGNATURES    Hayes Lemmerz
    International, Inc.
  James
    A. Yost
   Vice President, Finance, and Chief Financial Officer
   36




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##### Table of Contents



HAYES
    LEMMERZ INTERNATIONAL, INC.
  10-Q
    EXHIBIT INDEX
  10
.23

Stock Purchase Agreement among HLI
    Operating Company, Inc., HLI Suspension Holding Company, Inc.
    and Diversified Machine, Inc. dated February 1, 2007.*10
.24

Amended and Restated Equity
    Purchase and Commitment Agreement, dated as of April 16,
    2007, by and between Hayes Lemmerz International, Inc. and
    Deutsche Bank Securities Inc. (incorporated by reference to
    Exhibit 99.2 to our Current Report on
    Form 8-K,
    filed April 18, 2007).10
.25

Amended and Restated Registration
    Rights Agreement, dated as of April 16, 2007, by and
    between Hayes Lemmerz International, Inc., Deutsche Bank
    Securities Inc. and SPCP Group, LLC. (incorporated by reference
    to Exhibit 99.3 to our Current Report on
    Form 8-K,
    filed April 18, 2007).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 James A. Yost,
    Vice President, Finance, and Chief Financial 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 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.